HomeMy WebLinkAboutContract 1802PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
City of Cathedral City
City Clerk
AND WHEN RECORDED MAIL TO:
City of Cathedral City
City Clerk
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Exempt from recording fees pursuant to
GC Section 6103 and 27383
2oP3-SS3
2018-0481937
12/11/2018 04:44 PM Fee: $ 0.00
Page 1 o 181
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
qui
Holfiegtatil
S
R
U
PAGE
SIZE
DA
MISC
LONG
RFD
COPY
M
A
L
465
426
PCOR
NCOR
SMF
NCHG
EXAM
_
T:
CTY
UNI
Space above this line for recorder's use only
DISPOSITION, DEVELOPMENT, AND GRANT AGREEMENT
Title of Document
Disposition, Development, and Grant Agreement by and among the City of Cathedral City, acting in its capacity as
the Housing Successor Agency to the former Redevelopment Agency of the City of Cathedral City, Urban Housing
Communities, LLC, a California limited liability company, and Ikaika Ohana, a Hawaii nonprofit corporation.
TRA:
DTT:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238 (Rev. 03/2008)
�`a
DISPOSITION, DEVELOPMENT, AND GRANT AGREEMENT
by and among
THE CITY OF CATHEDRAL CITY,
acting in its capacity as the Housing Successor Agency to the former
Redevelopment Agency of the City of Cathedral City,
URBAN HOUSING COMMUNITIES, LLC,
a California limited liability company,
and
IKAIKA OHANA, a Hawaii nonprofit corporation
,Dcuw,dt,, LI , 2018
OAK #4831-5505-3670 v7
THIS DISPOSITION, DEVELOPMENT AD GRANT AGREEMENT (this
"Agreement") is entered into effective as of I Z '-{ , 2018 ("Effective Date") by and
among the City of Cathedral City, a municipal corporation, acting in its capacity as the Housing
Successor Agency to the former Redevelopment Agency of the City of Cathedral City (in such
capacity, referred to herein as the "Agency"), Urban Housing Communities, LLC, a California
limited liability company ("Developer"), and Ikaika Ohana, a Hawaii nonprofit corporation
("Grantee"). The Agency, the Developer, and the Grantee are collectively referred to herein as
the "Parties."
RECITALS
A. The Agency is the owner of the real property consisting of ten (10) vacant parcels
located on Landau Avenue between Vega Road and Elizabeth Road, in the City of Cathedral
City, California, known as Riverside County Assessor's Parcel Nos. 678-060-001, -002, -003, -
004, -005, -0049, -050, -051, -052, and -053, and more particularly described in Exhibit A
attached hereto (the "Property").
B. Developer and Agency entered into an Exclusive Right to Negotiate Agreement
dated as of August 24, 2016, pursuant to which the Parties agreed to negotiate the terms for the
proposed conveyance and development of the Property.
C. Developer has proposed the development of a multifamily rental housing
development on the Property consisting of sixty (60) apartments that will be affordable to low-,
very low-, and to the extent feasible, extremely low-income households, a portion of which will
be set aside for veterans (the "Project").
D. Upon satisfaction of the conditions precedent set forth in this Agreement and
subject to the terms and conditions set forth herein, the Agency will convey the Property to
Developer, and will provide a grant to Grantee that will be used to assist in financing the Project.
E. Concurrently with the conveyance of the Property to Developer, among other
documents, Developer will execute an Affordable Housing Regulatory Agreement and
Declaration of Restrictive Covenants that will require rents for the residential units to be
affordable to low-, very low-, and if feasible, extremely low-income households for a term of not
less than fifty-five (55) years and a performance deed of trust to secure performance of
Developer's obligations under such agreement.
F. A material inducement to Agency to enter into this Agreement is the agreement
by Developer to develop the Project within the time periods specified herein and in accordance
with the provisions hereof, and the Agency would be unwilling to enter into this Agreement in
the absence of an enforceable commitment by Developer to take such actions and complete such
work in accordance with such provisions and within such time periods.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows.
OAK #4831-5505-3670 v7
2
ARTICLE I
DEFINITIONS; EXHIBITS
1.1 Definitions. The following terms shall have the meanings set forth in the Sections
referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional
terms are defined in the Recitals and text of this Agreement.
"Agency" means Cathedral City, a municipal corporation, acting in its
capacity as the Housing Successor Agency to the former Redevelopment Agency
of the City of Cathedral City.
"Affordable Rent" is defined in the Regulatory Agreement.
"Agency Documents" means collectively, this Agreement, the Deed of
Trust, the Regulatory Agreement, the Memorandum, and the Grant Deed.
"Agency's Permitted Exceptions" is defined in Section 3.7.
"Applicable Laws" is defined in Section 5.15.
"Approved Partnership" is defined in Section 7.3.
"Area Median Income" is defined in the Regulatory Agreement.
"Authorized Representative" means the City Manager of the City of
Cathedral City, or his or her designee.
"CDLAC" means the California Debt Limit Allocation Committee.
"Certificate of Completion" is defined in Section 5.12.
"City" means the Cathedral City, California, a municipal corporation.
"City Council" means the City Council of the City of Cathedral City,
California.
"Claims" is defined in Section 5.11.
"Closing Date" or "Close of Escrow" shall be the date that escrow closes
for the conveyance of the Property to Developer.
"Conditions of Approval" is defined in Section 5.4.
"Construction Plans" is defined in Section 5.6.
"Deed of Trust" means the deed of trust to be recorded against the
Property to secure performance under the Regulatory Agreement.
OAK #4831-5505-3670 v7
3
"Developer" means Urban Housing Communities, LLC, a California
limited liability company.
"Developer's Permitted Exceptions" is defined in Section 3.1.
"Environmental Laws" is defined in Section 6.11.2.
"Escrow Agent" is defined in Section 3.3.
"Financing Plan" is defined in Section 2.5.2.
"Force Majeure" is defined in Section 11.2.
"Grant" is defined in Section 4.1.
"Grant Deed" is defined in Section 3.1.
"Grantee" means Ikaika Ohana, a Hawaii nonprofit corporation.
"Grant Proceeds" is defined in Section 4.2.
"Hazardous Material" is defined in Section 6.11.1.
"HCD" means the California Department of Housing and Community
Development.
"Improvements" means the improvements located or to be located on the
Property including without limitation, the residential dwelling units to be
constructed pursuant to this Agreement.
2.3.
OAK #4831-5505-3670 v7
"Indemnitees" is defined in Section 5.11.
"Lender's Title Policy" is defined in Section 3.7.
"Memorandum" is defined in Section 3.7.
"Official Records" means the Official Records of Riverside County.
"Owner's Title Policy" is defined in Section 3.8.
"Partnership Agreement" is defined in Section 7.3.
"Project" is defined in Recital C and is more fully described in Section
"Property" is defined in Recital A and described in Exhibit A.
"Purchase Price" is defined in Section 3.2.
4
"Regulatory Agreement" is defined in Section 3.7.
"Repurchase Option" is defined in Section 9.9.
"TCAC" means the California Tax Credit Allocation Committee.
"Title Company" is defined in Section 3.3.
"Title Report" is defined in Section 3.1.
"Transfer" is defined in Section 7.2.
1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this
Agreement by this reference:
A Legal Description of the Property
B Form of Regulatory Agreement
C Form of Deed of Trust
D Financing Plan
E Form of Certificate of Completion
F Form of Memorandum of Option and Grant Agreement
G Form of Grant Deed
H Form of Public Purpose Option Memorandum
ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE; PROJECT SCOPE; FINANCING PLAN
2.1 Developer and Grantee Representations. Developer covenants that until the
expiration or earlier termination of this Agreement, upon learning of any fact or condition which
would cause any of the warranties and representations in this Section 2.1 to be untrue, Developer
shall immediately give written notice of such fact or condition to Agency. Developer
acknowledges that Agency shall rely upon Developer's representations made herein
notwithstanding any investigation made by or on behalf of Agency. Developer hereby
represents, warrants, and covenants that the following are true and correct as of the Effective
Date, and shall be true and correct as of the Closing Date.
(a) Organization. Developer is a limited liability company, duly organized
and in good standing under the laws of the State of California.
(b) Authority of Developer. Developer has full power and authority to
execute and deliver this Agreement and all other documents or instruments executed and
delivered by Developer, or to be executed and delivered by Developer pursuant to or in
connection with this Agreement, and to perform and observe the terms and provisions of all of
the foregoing.
OAK #4831-5505-3670 v7
5
(c) Authority of Persons Executing Documents. This Agreement and all other
documents or instruments that have been or that will be executed and delivered by Developer
pursuant to or in connection with to this Agreement, have been or will be executed and delivered
by persons who are duly authorized to execute and deliver the same for and on behalf of
Developer, and all actions required under Developer's organizational documents and applicable
governing law for the authorization, execution, delivery and performance of this Agreement and
all other documents or instruments that have been or that will be executed and delivered by
Developer, pursuant to or in connection with this Agreement, have been duly taken or will have
been duly taken (to the extent such actions are required) as of the date of execution and delivery
of such documents.
(d) Valid and Binding Agreements. This Agreement and all other documents
or instruments that have been or that will be executed and delivered by Developer pursuant to or
in connection with this Agreement constitute or, if not yet executed or delivered, will when so
executed and delivered, constitute legal, valid and binding obligations of Developer, enforceable
in accordance with their respective terms, subject to laws affecting creditors' rights and
principles of equity.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of
this Agreement or any other documents or instruments that have been or that will be executed
and delivered by Developer pursuant to or in connection with this Agreement, nor the
performance of any provision, condition, covenant or other term hereof or thereof, will conflict
with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of
any court, board, commission or agency binding on Developer, or any provision of the
organizational documents of Developer, or will conflict with or constitute a breach of or a default
under any agreement to which Developer is a party, or will result in the creation or imposition of
any lien upon any assets or property of Developer, other than liens established pursuant hereto.
(0 Pending Proceedings. Except as disclosed in writing to the Agency prior
to execution of this Agreement, Developer is not in default under or in violation of any law or
regulation or under any order of any court, board, commission or agency whatsoever, and to the
best knowledge of Developer's principals, there are no claims, actions, suits or proceedings
pending or, to the best knowledge of Developer's principals, threatened against or affecting
Developer or the Property, at law or in equity, before or by any court, board, commission or
agency. Developer is not the subject of any bankruptcy or insolvency proceeding, and no
general assignment or arrangement for the benefit of creditors or the appointment of a trustee or
receiver to take possession of all or substantially all of Developer's assets has been made.
2.1.1 Grantee Representations. Grantee covenants that until the expiration or
earlier termination of this Agreement, upon learning of any fact or condition which would cause
any of the warranties and representations in this Section 2.1.1 to be untrue, Grantee shall
immediately give written notice of such fact or condition to Agency. Grantee acknowledges that
Agency shall rely upon Grantee's representations made herein notwithstanding any investigation
made by or on behalf of Agency. Grantee hereby represents, warrants, and covenants that the
following are true and correct as of the Effective Date, and shall be true and correct as of the
Closing Date.
OAK #4831-5505-3670 v7
6
(a) Organization. Grantee is a nonprofit corporation, duly organized and in
good standing under the laws of the State of Hawaii, authorized to do business in and in good
standing under the laws of the State of California, and tax-exempt under Section 501(c)(3) of the
Internal Revenue Code of 1986.
(b) Authority of Grantee. Grantee has full power and authority to execute and
deliver this Agreement and all other documents or instruments executed and delivered by
Grantee, or to be executed and delivered by Grantee pursuant to or in connection with this
Agreement, and to perform and observe the terms and provisions of all of the foregoing to the
extent the same are applicable to Grantee.
(c) Authority of Persons Executing Documents. This Agreement and all other
documents or instruments that have been or that will be executed and delivered by Grantee
pursuant to or in connection with to this Agreement, have been or will be executed and delivered
by persons who are duly authorized to execute and deliver the same for and on behalf of Grantee,
and all actions required under Grantee's organizational documents and applicable governing law
for the authorization, execution, delivery and performance of this Agreement and all other
documents or instruments that have been or that will be executed and delivered by Grantee,
pursuant to or in connection with this Agreement, have been duly taken or will have been duly
taken (to the extent such actions are required) as of the date of execution and delivery of such
documents.
(d) Valid and Binding Agreements. This Agreement and all other documents
or instruments that have been or that will be executed and delivered by Grantee pursuant to or in
connection with this Agreement constitute or, if not yet executed or delivered, will when so
executed and delivered, constitute legal, valid and binding obligations of Grantee, enforceable in
accordance with their respective terms, subject to laws affecting creditors' rights and principles
of equity.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of
this Agreement or any other documents or instruments that have been or that will be executed
and delivered by Grantee pursuant to or in connection with this Agreement, nor the performance
of any provision, condition, covenant or other term hereof or thereof, will conflict with or result
in a breach of any statute, rule or regulation, or any judgment, decree or order of any court,
board, commission or agency binding on Grantee, or any provision of the organizational
documents of Grantee, or will conflict with or constitute a breach of or a default under any
agreement to which Grantee is a party, or will result in the creation or imposition of any lien
upon any assets or property of Grantee, other than liens established pursuant hereto.
(0 Pending Proceedings. Except as disclosed in writing to the Agency prior
to execution of this Agreement, Grantee is not in default under or in violation of any law or
regulation or under any order of any court, board, commission or agency whatsoever, and to the
best knowledge of Grantee's principals, there are no claims, actions, suits or proceedings
pending or, to the best knowledge of Grantee's principals, threatened against or affecting
Grantee or the Property, at law or in equity, before or by any court, board, commission or
agency. Grantee is not the subject of any bankruptcy or insolvency proceeding, and no general
assignment or arrangement for the benefit of creditors or the appointment of a trustee or receiver
OAK #4831-5505-3670 v7
7
to take possession of all or substantially all of Grantee's assets has been made.
2.2 Effective Date. The obligations of the Parties hereunder shall be effective as of
the Effective Date which date is set forth in the preamble to this Agreement.
2.3 Project Scope. The Project will include the construction of sixty (60) units of a
multi -family rental housing development on the Property consisting of forty-eight (48) one -
bedroom units and twelve (12) two-bedroom units, parking facilities, an approximate 3,000
square foot community center, and common areas, to include laundry facilities, a garden and
BBQ area. All of the residential units except the manager's unit will be subject to affordability
and occupancy restrictions in accordance with the Regulatory Agreement. The Project will serve
low-, very low-, and to the extent feasible, extremely low-income households, including
households that include members who are veterans.
2.4 Design Review; Conditions of Approval; Environmental Review. Prior to the
City Council's consideration of this Agreement, Developer submitted a preliminary site plan to
City staff for review. Developer will submit design documents including a final site plan,
elevations and schematic drawings for the Project for review and approval by the City Planning
Commission or City Council, as applicable. The final site plan and design documents shall be
consistent with the conceptual plans that Developer previously submitted to the City except as
otherwise approved by the City. If the City does not approve any submittal, Developer shall
submit revised documents that address the City's objections. Developer agrees that it shall
construct the Project in accordance with the approved site plan and design documents.
The City has determined that as proposed, the Project qualifies for a mitigated negative
declaration pursuant to CEQA Guidelines Section 15070 et seq.. In the event that the proposed
Project is modified or other circumstances arise that would affect the Project's eligibility for a
mitigated negative declaration, prior to submitting an application for land use approvals for the
Project, Developer shall cause to be performed any additional environmental studies required by
the City in connection with environmental review of the Project in accordance with CEQA.
Developer acknowledges that if additional environmental review is required, such review may
involve preparation and consideration of additional information, as well as consideration of input
from interested organizations and individuals; that approval or disapproval of the Project
following completion of such additional environmental review is within the discretion of the City
without limitation by or consideration of the terms of this Agreement; and that the Agency
makes no representation regarding the ability or willingness of the City to approve the Project at
the conclusion of such additional review, or regarding the imposition of any additional mitigation
measures that may be required as conditions of approval for the Project. The Parties recognize
that, following completion of additional environment review or receipt of additional
environmental information after the Effective Date that indicates that the proposed Project will
have adverse environmental effects that cannot reasonably be mitigated, the Agency may
terminate this Agreement by written notice to Developer delivered prior to the Close of Escrow,
and no cost shall be incurred by the Agency or the City as a result of such termination. In
addition, Developer acknowledges that any required approvals by any other local, state or federal
agency may require additional environmental review, and that any approval by the Agency or the
City shall not bind any other local, state or federal agency to approve the Project or to impose
mitigation measures that are consistent with the terms of this Agreement or with the terms of any
OAK #4831-5505-3670 v7
8
mitigation measures required by the City pursuant to the City's environmental review. Prior to
the Close of Escrow, Developer shall have the right to terminate this Agreement by delivery of
written notice to Agency if the City or the Agency disapprove the Project following completion
of the environmental review process or Developer determines that implementation of any
required environmental mitigation measures would cause development of the Project to become
economically infeasible.
2.5 Financing Plan.
2.5.1 Preliminary Financing Plan. As described in Exhibit D, Developer has
preliminarily proposed financing the Project with a combination of tax-exempt bonds, 4%
federal low-income housing tax credits, Veterans Housing and Homeless Prevention ("VHHP")
funds, Veteran's Affairs Supportive Housing ("VASH") vouchers, a Home Depot grant, a grant
from the Agency, a loan from the County of Riverside, deferred developer fee, and equity
contributions from tax credit investors.
2.5.2 Revised Financing Plan. Developer shall submit for Agency review and
approval a revised financing plan addressing Developer's updated plans for construction and
permanent financing of the Project (the "Financing Plan"). The Financing Plan shall indicate
all sources of funds necessary to pay, when due, the estimated costs of the Project, including
without limitation acquisition costs and hard and soft construction costs, and shall be
accompanied by evidence that all such funds are subject to binding commitments in form
acceptable to Agency, from equity investors and lenders, subject only to commercially
reasonable conditions. The Financing Plan shall include development and operating pro formas
which set out in detail Developer's plan for financing the costs of acquisition, construction and
operation of the Project.
Agency staff shall review the proposed Financing Plan, and acting through the
Authorized Representative, the Agency shall approve such plan in writing within fifteen (15)
business days following receipt provided that the plan conforms to the requirements of this
Section. If the Agency does not approve the Financing Plan, the Agency shall set forth its
objections in writing and notify Developer of the reasons for its disapproval. If the Agency does
not approve or provide written objections to Developer within such fifteen (15) business day
period, the Financing Plan shall be deemed approved. If the Financing Plan is not approved,
Developer shall thereafter submit a revised Financing Plan that addresses the reasons for
disapproval, and the Agency shall grant Developer a reasonable extension of the time deadlines
set forth in this Agreement as required to restructure the Financing Plan, subject to the outside
time limit for completion set forth in Section 5.1 below. Agency's approval of the Financing
Plan shall be a condition precedent to Agency's obligation to convey the Property to Developer.
The approved Financing Plan shall be attached to this Agreement as Exhibit D. The terms set
forth in the body of this Agreement shall prevail in the event of a conflict between the
information set forth in the Financing Plan and the terms set forth in the body of this Agreement.
2.5.2.1 Financing Applications. Developer will use best efforts to submit
applications to CDLAC, TCAC, and HCD in order to secure allocations of tax-exempt bonds,
4% federal low-income housing tax credits, and VHHP funds, respectively, by not later than
September 30, 2019, subject to the agencies' application schedules. Subject to the deadline for
OAK #4831-5505-3670 v7
9
start of Project construction specified in Section 5.1 (as such may be extended pursuant to the
terms of this Agreement), Developer will submit applications to CDLAC, TCAC, and HCD in
up to two (2) consecutive rounds, if necessary to secure funding allocations. Upon award of a
preliminary tax credit reservation from TCAC, Developer shall exercise diligent good faith
efforts to obtain a funding commitment from a reputable equity investor.
If Developer does not receive allocations of VHHP financing, tax-exempt bonds,
and 4% tax credits by December 31, 2020, unless the Parties agree to an alternative financing
plan for the Project, the Agency shall have the right, by delivery of written notice to Developer,
to terminate this Agreement, and upon such termination, all rights and obligations of the Parties
hereunder shall terminate except those that expressly survive termination.
2.5.3 Modifications. Proposed modifications to the Financing Plan shall be
submitted to the Agency for review and approval. Agency staff shall promptly review such
proposed modifications, and acting through its Authorized Representative, the Agency shall
approve such modifications in writing within fifteen (15) business days following receipt
provided that the modifications conform to the requirements of this Agreement. If the Agency
does not approve proposed modifications, the Agency shall set forth its objections in writing and
notify Developer of the reasons for its disapproval. Developer shall thereafter submit a revised
Financing Plan that addresses the reasons for disapproval. If the Agency does not approve or
provide written objections to Developer within such fifteen (15) business day period, the
proposed modifications shall be deemed rejected.
2.5.4 Loan and Grant Documents; Partnership Agreement. Developer shall
submit to the Agency for its review and approval, copies of all loan and grant documents for the
Project construction and permanent financing sources, and if the Project will be conveyed to an
Approved Partnership, copies of the Partnership Agreement and related documents.
ARTICLE III
DISPOSITION OF THE PROPERTY; CONDITIONS
PRECEDENT TO CLOSING
3.1 Purchase and Sale of Property; Review of Title. Developer acknowledges receipt
of a preliminary title report for the Property issued by Title Company and dated December 15,
2017 (the "Title Report"). Provided that all conditions precedent set forth in this Agreement
have been satisfied or waived, Agency shall sell to Developer, and Developer shall purchase
from Agency, the fee interest in the Property in accordance with and subject to the terms,
covenants and conditions of this Agreement subject to: (a) the provisions and effects of the
Agency Documents, (b) applicable building and zoning laws and regulations, (c) any lien for
current taxes and assessments or taxes and assessments accruing subsequent to recordation of the
Grant Deed, (d) exception numbers 2 through 20 as shown on the Title Report, (e) liens and
encumbrances created or permitted by Developer or Developer's affiliates, employees, or agents,
and (0 such other conditions, liens, encumbrances, restrictions, easements and exceptions as
Developer may approve in writing, which approval shall not be unreasonably withheld. All of
the foregoing are collectively hereinafter referred to as "Developer's Permitted Exceptions."
OAK #4831-5505-3670 v7
10
Conveyance of the Property shall be effectuated by grant deed substantially in the form attached
hereto as Exhibit G (the "Grant Deed").
3.1.1 City Option to Purchase Public Purpose Parcels. If Developer determines
that parcel numbers 678-060-053 and 678-060-051 (the "Public Purpose Parcels") are not
necessary for development of the Project, and the Public Purpose Parcels are excluded from the
final Project site development plan for the Project, the City shall have the option to purchase the
Public Purpose Parcels for the price of One Dollar ($1.00). City's option shall expire on the first
anniversary of the Close of Escrow for conveyance of the Property to Developer. If City
exercises the option described in this Section, Developer shall convey the Public Purpose Parcels
to City by grant deed, and escrow shall close for conveyance of the Public Purpose Parcels
within sixty (60) days following City's delivery of notice of exercise of the option. All title and
escrow fees and charges incurred in connection with conveyance of the Public Purpose Parcels to
City shall be paid by City. A memorandum of City's option to purchase the Public Purpose
Parcels substantially in the form attached hereto as Exhibit H ("Public Purpose Option
Memorandum") shall be recorded in the Official Records at Close of Escrow.
3.2 Purchase Price. Agency shall sell the Property to Developer for the sum of One
Dollar ($1.00) (the "Purchase Price").
3.3 Escrow. Agency and Developer shall open escrow at the office of First American
Title Company located at 74770 Highway 111, Suite 101, Indian Wells, California, or such other
title company as the Parties may agree upon ("Escrow Agent" or "Title Company") in order to
consummate the conveyance of the Property to Developer and the closing of escrow for the
transactions contemplated hereby.
3.4 Costs of Closing and Escrow; Legal Fees. Developer shall pay all title insurance
premiums for policies Developer elects to purchase in connection with the acquisition of the
Property and the financing of the Project, and Developer shall pay all recording fees, transfer
taxes, escrow fees and closing costs incurred in connection with the acquisition of the Property
and the financing of the Project. Developer shall pay for the cost of any lender's policy of title
insurance that Agency elects to acquire in connection with the transactions contemplated hereby.
Property taxes and assessments shall be prorated as of the Closing Date. Agency and Developer
shall provide Escrow Agent with a copy of this Agreement, which together with such
supplemental instructions as Agency or Developer may provide and which are consistent with
the intent of this Agreement or which are otherwise mutually agreed upon by Agency and
Developer, shall serve as escrow instructions for the Close of Escrow. At Close of Escrow,
Developer shall pay Agency's legal fees incurred in connection with the transactions
contemplated by this Agreement, including without limitation, attorneys' fees incurred in
connection with the negotiation and preparation of this Agreement and the Agency Documents,
review of the Partnership Agreement and related documents, and review of loan documents,
grant agreements, intercreditor, and subordination agreements required in connection with the
conveyance of the Property, the financing of the Project, and the Close of Escrow, in an amount
not to exceed Thirty -Five Thousand Dollars ($35,000).
3.5 Closing. The Closing Date shall be a date that is mutually acceptable to the
Parties, consistent with Section 5.1, and which shall occur within thirty (30) days following the
OAK #4831-5505-3670 v7
11
Developer's satisfaction or Agency's waiver of all conditions precedent to conveyance of the
Property as set forth in Sections 3.7 and 3.8. Prior to the Close of Escrow, Developer shall
deposit into escrow the Agency Documents to which Developer is a party, executed and
acknowledged as applicable, and Developer's share of closing costs. Provided that all conditions
precedent to Close of Escrow have been satisfied or waived, Agency shall deposit into escrow
the executed Grant Deed and executed copies of the Agency Documents to which Agency is a
party. On the Closing Date, the Escrow Agent shall cause the Grant Deed, the Memorandum, the
Deed of Trust, the Regulatory Agreement, and the Public Purpose Option Memorandum to be
recorded in the Official Records.
3.6 Intentionally omitted.
3.7 • Agency's Conditions to Closing. Agency's obligations to convey the Property to
Developer and provide the Grant are conditioned upon the satisfaction of the terms and
conditions set forth in this Section 3.7, unless any such condition is waived in writing by the
Agency acting in the discretion of its Authorized Representative. Additional requirements
pertaining to disbursement of Grant proceeds are set forth in Section 4.4.
(a) No Default. There shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or any other Agency Document, or
which, upon the giving of notice or the passage of time, or both, would constitute such a material
breach or default.
(b) Representations. All representations and warranties of Developer
contained herein or in any other Agency Document or certificate delivered in connection with the
transactions contemplated by this Agreement shall be true and correct in all material respects as
of the Close of Escrow.
(c) Due Authorization and Good Standing. Developer shall have delivered to
Agency copies of all of the following, including updated versions of any of the following that
have been amended or modified since the date of any prior delivery to Agency: (i) a certificate
of good standing, certified by the Secretary of State, indicating that Developer is properly
organized and authorized to do business in the State of California; (ii) a copy of Developer's
articles of formation certified by the Secretary of State; (iii) a copy of Developer's operating
agreement, certified by an authorized officer or manager of Developer as accurate, complete, and
in full force and effect; and (iv) a resolution certified by Developer's authorized officer or
manager authorizing Developer's execution of and performance under this Agreement and the
other Agency Documents.
Grantee shall have delivered to Agency copies of all of the following, including
updated versions of any of the following that have been amended or modified since the date of
any prior delivery to Agency: (i) a certificate of good standing, certified by the Secretary of
State, indicating that Grantee is properly organized and authorized to do business in the State of
California; (ii) a copy of Grantee's articles of incorporation certified by the Secretary of State;
(iii) a copy of Developer's bylaws, certified by an authorized officer of Grantee as accurate,
complete, and in full force and effect; (iv) verification of Grantee's tax-exempt status; and (v) a
OAK #4831-5505-3670 v7
12
resolution certified by Grantee's authorized officer authorizing Grantee's execution of and
performance under this Agreement.
(d) Partnership Documents. If the Project will be developed by an Approved
Partnership: (a) Developer shall have delivered and Agency shall have approved the Partnership
Agreement (as amended/amended and restated); (b) Developer shall have delivered the
Approved Partnership's LP -1 and good standing certificate (each as updated and certified by the
Secretary of State); (c) for each of the General Partners of the Approved Partnership, Developer
shall have delivered a good standing certificate, evidence of tax-exempt status (if applicable),
certified articles of incorporation/LLC-1, certified bylaws/operating agreement, and certified
resolutions authorizing the Approved Partnership to enter into the transactions contemplated
hereby and to execute the Agency Documents, and as applicable, amendments thereto; and (d)
Developer shall have delivered an assignment and assumption agreement in form approved by
Agency pursuant to which the Approved Partnership shall have assumed Developer's obligations
under this Agreement.
(e) Execution, Delivery and Recordation of Documents. Developer (or as
Applicable, the Approved Partnership) shall have executed, acknowledged as applicable, and
delivered to Agency this Agreement, and all other documents required in connection with the
transactions contemplated hereby, including without limitation, an Affordable Housing
Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form
attached hereto as Exhibit B (the "Regulatory Agreement"), a Deed of Trust substantially in the
form attached hereto as Exhibit C to secure performance under the Regulatory Agreement, a
Memorandum of Option and Grant Agreement substantially in the form attached hereto as
Exhibit F (the "Memorandum"), the Public Purpose Option Memorandum substantially in the
form attached hereto as Exhibit H, and a counter -signed original of the Grant Deed.
Concurrently with the Close of Escrow, the Grant Deed, the Memorandum, the Deed of Trust,
the Regulatory Agreement, and the Public Purpose Option Memorandum shall be recorded in the
Official Records.
(f) Lender's Title Policy. The Title Company shall, upon payment of the
premium therefor, be ready to issue an ALTA Lender's Policy of Title Insurance for the benefit
and protection of Agency ("Lender's Title Policy") in the amount of the Grant, insuring that the
Memorandum, the Deed of Trust, the Regulatory Agreement, and the Public Purpose Option
Memorandum are recorded subject only to title exceptions and such other defects, liens,
conditions, encumbrances, restrictions, easements and exceptions as Agency may reasonably
approve in writing (collectively, "Agency's Permitted Exceptions") and containing such
endorsements as Agency may reasonably require.
(g) Financing Plan. Agency shall have approved the Financing Plan,
including without limitation, the construction and operating budgets for the Project.
(h) Approval of Partnership Agreement and Financing Documents; Evidence
of Availability of Funds. Agency shall have approved the Partnership Agreement if the Project
will be conveyed to an Approved Partnership, and shall have approved the loan and grant
documents for all financing sources for the Project. All other sources of construction financing
for the Project shall have closed or shall close concurrently with the closing for conveyance of
OAK #4831-5505-3670 v7
13
the Property, and Developer shall have provided evidence reasonably satisfactory to Agency that
(i) all conditions to the release and expenditure of the initial draw of funds from each source
described in the approved Financing Plan as a source of construction financing for the Project
have been met and that such funds will be available, and (ii) all construction financing (including
draws subsequent to the initial draw of funds) will be available upon the satisfaction of the
conditions set forth in the applicable documents.
(i) Construction Contract, Plans, Budget and Schedule. Agency shall have
approved the construction budget and schedule, and the construction contract for the Project, and
Agency shall have approved the final Construction Plans and specifications for the Project.
Developer shall have delivered an executed copy of the construction contract for the Project to
the Agency. If Agency has not provided written objections to Developer regarding the
construction budget and schedule, or the construction contract for the Project within fifteen (15)
business days following their submittal to the Agency, such items shall be deemed to have been
approved.
(j) Permits and Land Use Approvals. Developer shall have delivered
evidence satisfactory to Agency that Developer has obtained all land use approvals and all
permits (including without limitation building permits) required to construct the Project, or that
the receipt of such permits is subject only to such conditions as Agency shall reasonably
approve.
(k) Payment of Fees. Developer shall have paid when due all fees and
charges in connection with the processing of all applicable City permits and approvals.
Developer shall have paid Agency's monitoring fee pursuant to Section 5.22.
(1) Insurance; Payment and Performance Bonds. Developer shall have
provided evidence satisfactory to Agency that Developer has obtained insurance coverage
meeting the requirements set forth in Article X, and shall have provided to Agency copies of
payment bonds and performance bonds pursuant to Section 5.18.
(m) Mechanics' Liens. Developer's delivery to Agency of evidence
reasonably satisfactory to Agency that there are no mechanics' liens or stop notices related to the
Property or the Project, and Developer's provision to Agency of full waivers or releases of lien
clams if required by Agency.
(n) Other Documents. Developer's delivery to Agency, and Agency approval
of such other documents related to the development and financing of the Project as Agency may
reasonably request.
(o) Settlement Statement. Agency shall have approved the final settlement
statement for the Close of Escrow.
(p) Construction Financing. Escrow for conveyance of the Property to
Developer shall close concurrently with the closing for the conventional construction loan for the
Project and the public agency loans for the Project.
OAK #4831-5505-3670 v7
14
3.8 Developer's Conditions to Closing. Developer's obligation to proceed with the
acquisition of the Property is subject to the satisfaction or Developer's waiver of the following
conditions:
(a) No Default. Agency shall not be in default under the terms of this
Agreement, and all representations and warranties of Agency contained herein shall be true and
correct in all material respects;
(b) Execution of Documents. Agency shall have executed and acknowledged
the Grant Deed, the Memorandum, the Regulatory Agreement, and all other Agency Documents
to which the Agency is a party, and shall have delivered such documents into escrow;
(c) Owner's Title Policy. The Title Company shall, upon payment of the
premium therefor, be ready to issue an Owner's Title Insurance Policy for the benefit and
protection of Developer ("Owner's Title Policy") showing title to the Property vested in
Developer, subject only to Developer's Permitted Exceptions and containing such endorsements
as Developer may reasonably require, with the cost of such Owner's Title Policy to be paid by
Developer; and
(d) Grant Proceeds. The Grantee and Developer (or the Approved
Partnership) shall have entered into an agreement regarding disbursement and use of the Grant
Proceeds for the Project.
ARTICLE IV
AGENCY FINANCIAL ASSISTANCE
4.1 Grant. In order to increase the affordability of the Project, upon satisfaction of the
conditions precedent set forth herein in Sections 3.7 and 4.4, Agency agrees to provide to
Grantee a grant in the amount of One Million Dollars ($1,000,000) (the "Grant") upon the terms
and conditions and for the purposes set forth in this Agreement.
4.2 Use of Grant Proceeds. Grantee covenants and agrees that it shall provide the
proceeds of the Grant ("Grant Proceeds") to Developer (or to an Approved Partnership) for use
solely as construction financing and related costs for the Project. Provided that Developer (or an
Approved Partnership, as applicable) has complied with all applicable conditions precedent to
disbursement set forth in Section 4.4, Agency shall disburse the Grant Proceeds into a restricted
account that (i) is held either by an Agency -approved escrow holder or by the Project's
commercial construction lender, and (ii) is subject to and governed by an escrow agreement,
intercreditor agreement, or similar agreement approved by Agency. Agency shall approve
withdrawals from such account solely for Project construction costs, Agency's monitoring fee as
described in Section 5.22, and related Project costs approved by Agency.
4.3 Security. Performance under the Regulatory Agreement shall be secured by Deed
of Trust that will be executed by Developer for the benefit of Agency substantially in the form
attached hereto as Exhibit B and recorded against the Property at the Close of Escrow. The Deed
of Trust may be subordinated to liens and encumbrances that are consistent with the approved
OAK #4831-5505-3670 v7
15
Financing Plan approved by the Agency pursuant to Section 8.2, including deeds of trust
securing Project construction and permanent financing if required by the construction and
permanent lenders.
4.4 Conditions to Closing and Disbursement of Grant Proceeds. Agency's obligation
to convey the Property to Developer and disburse Grant Proceeds is conditioned upon the
satisfaction of all of the following conditions:
(a) No Default. There shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or any other Agency
Document, or which, upon the giving of notice or the passage of time, or both, would
constitute such a material breach or default.
(b) Representations. All representations and warranties of Developer and
Grantee contained herein or in any other Agency Document or certificate delivered in
connection with the transactions contemplated by this Agreement shall be true and
correct in all material respects as of the Close of Escrow.
(c) Due Authorization and Good Standing. Developer and Grantee shall have
delivered to Agency updated versions of the instruments required pursuant to Paragraphs
(c) and (d) of Section 3.7.
(d) Documents. Developer's delivery to Agency, and Agency approval of
such other documents related to the development and financing of the Project as Agency
may reasonably request.
(e) Conditions. All conditions set forth in Section 3.7 must have been
satisfied.
(f) Intentionally omitted.
(g) Construction Financing; Settlement Statement. Developer shall provide
evidence to Agency that all sources of construction financing for the Project shall close
concurrently with Agency's deposit of the Grant Proceeds into escrow. Agency shall
have approved the final settlement statement for the close of escrow for the Project
construction financing.
4.5 No Obligation to Close Escrow Upon Default. Notwithstanding any other
provision of this Agreement, the Agency shall have no obligation to authorize Close of Escrow
or disburse any proceeds of the Grant following:
(i) the failure of any of Developer's or Grantee's representations and
warranties made in this Agreement or in connection with this Agreement to be true and correct in
all material respects;
(ii) the termination of this Agreement; or
OAK #4831-5505-3670 v7
16
(iii) the occurrence of an Event of Default under any Agency Document which
remains uncured beyond any applicable cure period, or the existence of any condition, event or
act which upon the giving of notice or the passage of time or both would constitute an Event of
Default under any Agency Document.
4.6 Assumption of Obligations by Approved Partnership. If Developer proposes to
transfer its rights under this Agreement to an Approved Partnership, then upon satisfaction of the
requirements set forth in Section 7.4, the Approved Partnership shall: (i) assume Developer's
obligations under this Agreement and the other Agency Documents pursuant to an assignment
and assumption agreement in form approved by Agency, or in Agency's discretion, an amended
and restated version of this Agreement, and (ii) execute and deliver such additional instruments
as Agency shall reasonably require, including without limitation, an amended and restated Deed
of Trust (or an amendment thereto).
ARTICLE V
DEVELOPMENT AND USE OF THE PROPERTY
5.1 Development Schedule. Subject to Force Majeure, Developer shall commence
construction of the Project by not later than May 31, 2021, and shall diligently prosecute to
completion the construction of the Project to enable City to issue final certificates of occupancy
for all residential units in the Project within eighteen (18) months following commencement of
construction but in no event later than November 30, 2022. Developer shall use diligent and
commercially reasonable efforts to perform Developer's obligations under this Agreement within
the times periods set forth herein, and if no such time is provided, within a reasonable time,
designed to permit issuance of final certificates of occupancy for all residential units in the
Project by the date specified in this Section 5.1. Subject to Force Majeure and the City's
issuance of permits and approvals, Developer's failure to commence or complete construction of
the Project in accordance with the time periods specified in this Section 5.1 shall be an Event of
Developer Default hereunder.
The Authorized Representative shall have discretion to extend the deadlines specified in
this Section 5.1 by up to two (2) one-year periods without City Council approval.
5.2 Cost of Acquisition and Construction. Except as expressly set forth herein,
Developer shall be solely responsible for all direct and indirect costs and expenses incurred in
connection with the acquisition of the Property, including without limitation appraisal fees, title
reports and any environmental assessments Developer elects to undertake. Except as expressly
set forth herein, all costs of designing, developing and constructing the Project and compliance
with the Conditions of Approval, including without limitation all off-site and on-site
improvements required by City in connection therewith, shall be borne solely by Developer and
shall not be an obligation of the City or the Agency.
5.3 Permits and Approvals; Payment of Fees; Cooperation. Developer acknowledges
that the execution of this Agreement by the Agency does not constitute City approval for the
purpose of the issuance of building permits, does not limit in any manner the discretion of City
in such approval process, and does not relieve Developer from the obligation to apply for and to
OAK 44831-5505-3670 v7
17
obtain from the City and all other agencies with jurisdiction over the Property, all necessary
approvals, entitlements, and permits for the development of the Property and the construction of
the Project (including without limitation, the approval of architectural plans, the issuance of any
certificates regarding historic resources required in connection with the development of the
Property (if any), and the approval of the Project in compliance with CEQA and if applicable,
NEPA), nor does it limit in any manner the discretion of the City or any other agency in the
approval process. Prior to the Close of Escrow for the Project, Developer shall have obtained all
entitlements, permits, licenses and approvals required for the construction of the Project,
including without limitation, building permits and use permits or shall provide evidence
satisfactory to Agency that receipt of such permits and approvals is subject only to such
conditions as Agency may reasonably approve. Developer shall pay when due all customary
and usual fees and charges in connection with the processing of all applicable permits and
approvals. Developer shall not commence construction work on the Project prior to issuance of
building permits required for such work. Agency staff shall work cooperatively with Developer
to assist in coordinating the expeditious processing and consideration of all permits, entitlements
and approvals necessary for the development and operation of the Project as contemplated by
this Agreement.
5.4 Conditions of Approval; Community Facilities District. Developer shall develop
the Property in accordance with the terms and conditions of this Agreement and in compliance
with the terms and conditions of all approvals, entitlements and permits that the City or any other
governmental body or agency with jurisdiction over the Project or the Property has granted or
issued as of the date hereof or may hereafter grant or issue in connection with development of
the Project, including without limitation, all mitigation measures imposed in connection with
environmental review of the Project and all conditions of approval imposed in connection with
any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits,
mitigation measures and conditions of approval are hereafter collectively referred to as the
"Conditions of Approval"). Developer acknowledges that, among other requirements, the
Conditions of Approval will require the Property to be annexed into Community Facilities
District 2006-01.
5.5 Fees. Developer shall be solely responsible for, and shall promptly pay when due,
all customary and usual fees and charges of City and all other agencies with jurisdiction over
development of the Property in connection with obtaining building permits and other approvals
for the Project, including without limitation, those related to the processing and consideration of
amendments, if any, to the current entitlements, any related approvals and permits,
environmental review, architectural review, historic review, and any subsequent approvals for
the Project.
5.6 Construction Plans. Developer shall submit to City's Building Department
detailed construction plans for the Project (the "Construction Plans"). As used herein
"Construction Plans" means all construction documents upon which Developer and
Developer's contractors shall rely in developing the Property and constructing the Project
(including the landscaping, parking, and common areas) and shall include, without limitation, the
site development plan, final architectural drawings, landscaping, exterior lighting and signage
plans and specifications, materials specifications, final elevations, and building plans and
specifications. The Construction Plans shall be based upon the scope of development set forth
OAK #4831-5505-3670 v7
18
herein and upon the approvals issued by the City for the Project, and shall not materially deviate
therefrom without the express written consent of Agency.
5.7 Construction Pursuant to Plans. Developer shall develop each component of the
Project in accordance with the approved Construction Plans, the Conditions of Approval, and all
other permits and approvals granted by the City pertaining to the Project. Developer shall
comply with all directions, rules and regulations of any fire marshal, health officer, building
inspector or other officer of every governmental agency having jurisdiction over the Property or
the Project. Each element of the work shall proceed only after procurement of each permit,
license or other authorization that may be required for such element by any governmental agency
having jurisdiction. All design and construction work on the Project shall be performed by
licensed contractors, engineers or architects, as applicable.
5.8 Change in Construction Plans. If Developer desires to make any material change
in the approved Construction Plans, Developer shall submit the proposed change in writing to the
Agency and the City for their written approval, which approval shall not be unreasonably
withheld or delayed if the Construction Plans, as modified by any proposed change, conform to
the requirements of this Agreement and any approvals issued by the City after the Effective Date.
Unless a proposed change is approved by Agency and the City within thirty (30) days, it shall be
deemed rejected. If rejected, the previously approved Construction Plans shall continue to
remain in full force and effect. Any change in the Construction Plans required in order to
comply with applicable codes shall be deemed approved, so long as such change does not
substantially nor materially change the architecture, design, function, use, or amenities of the
Project as shown on the latest approved Construction Plans. Nothing in this Section is intended
to or shall be deemed to modify the City's standard plan review procedures.
5.9 Rights of Access. For the purpose of ensuring that the construction of the Project
is completed in compliance with this Agreement, Developer shall permit representatives of the
Agency to enter upon the Property during normal business hours and following 24 hours' written
notice (except in the case of emergency in which case such notice as may be practical under the
circumstances shall be provided).
5.10 Disclaimer. Developer acknowledges that neither the Agency nor the City is
under any obligation, and neither the Agency nor the City undertake or assume any responsibility
or duty to Developer or to any third party, to in any manner review, supervise, or inspect the
progress of construction or the operation of the Project. Developer and all third parties shall rely
entirely upon its or their own supervision and inspection in determining the quality and
suitability of the materials and work, the performance of architects, subcontractors, and material
suppliers, and all other matters relating to the construction and operation of the Project. Any
review or inspection undertaken by the Agency or the City is solely for the purpose of
determining whether Developer is properly discharging its obligations under this Agreement, and
shall not be relied upon by Developer or any third party as a warranty or representation by the
Agency or the City as to the quality of the design or construction of the Project or otherwise.
5.11 Defects in Plans. Neither the Agency nor the City shall be responsible to
Developer or to any third party for any defect in the Construction Plans or for any structural or
other defect in any work done pursuant to the Construction Plans. To the greatest extent
OAK #4831-5505-3670 v7
19
permitted by law, Developer shall indemnify, defend (with counsel approved by Agency) and
hold harmless the City, the Agency and their respective elected and appointed officers, officials,
employees, agents, consultants, and contractors (all of the foregoing, collectively, the
"Indemnitees") from and against all liability, loss, cost, expense (including without limitation
attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative
proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively
"Claims") arising out of, or relating to, or alleged to arise from or relate to defects in the
Construction Plans or defects in any work done pursuant to the Construction Plans whether or
not any insurance policies shall have been determined to be applicable to any such Claims.
Developer's indemnification obligations set forth in this Section shall survive the expiration or
earlier termination of this Agreement and the recordation of a Certificate of Completion.
Developer's indemnification obligations pursuant to this Section shall not extend to Claims to
the extent arising from the gross negligence or willful misconduct of the Indemnitees, and are
subject to the additional terms set forth in Section 10.2 below.
5.12 Certificate of Completion for Project. Promptly after completion of construction
of the Project, City's issuance of a final Certificate of Occupancy or equivalent for all residential
units in the Project, and the written request of Developer, the Agency will provide a certificate
substantially in the form attached hereto as Exhibit E ("Certificate of Completion") so
certifying, provided that at the time such certificate is requested all applicable work has been
completed for the Project. The Certificate of Completion shall be conclusive evidence that
Developer has satisfied its obligations regarding the development of the Property and
construction of the Project. At Developer's option the Certificate of Completion shall be
recorded in the Official Records. The Certificate of Completion shall not constitute evidence of
compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust or
mortgage securing money loaned to finance the Project or any part thereof and shall not be
deemed a notice of completion under the California Civil Code, nor shall such Certificate
provide evidence that Developer has satisfied any obligation that survives the expiration of this
Agreement.
5.13 Equal Opportunity. There shall be no discrimination on the basis of race, color,
religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring,
firing, promoting or demoting of any person engaged in construction work on the Property, and
Developer shall direct its contractors and subcontractors to refrain from discrimination on such
basis.
5.14 Prevailing Wage Requirements. Developer and its contractors, subcontractors
and agents shall comply with the California Labor Code Section 1720 et seq. and the regulations
adopted pursuant thereto (and if applicable, the federal Davis Bacon Act and implementing
regulations) (all of the foregoing, collectively, "Prevailing Wage Laws"), and shall be
responsible for carrying out the requirements of such provisions. Developer shall prepare a plan
for monitoring payment of prevailing wages, and at Developer's expense shall implement such
plan and comply with all applicable reporting and recordkeeping requirements.
To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel
approved by Agency) and hold the Indemnitees harmless from and against all Claims that
directly or indirectly, in whole or in part, are caused by, arise in connection with, result from,
OAK #4831-5505-3670 v7
20
relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or
requirement of payment of prevailing wages (including without limitation, all claims that may be
made by contractors, subcontractors or other third party claimants pursuant to Labor Code
Sections 1726 and 1781) or the requirement of competitive bidding in connection with the
Project, the failure to comply with any state or federal labor laws, regulations or standards in
connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any
act or omission of Developer related to this Agreement with respect to the payment or
requirement of payment of prevailing wages or the requirement of competitive bidding, whether
or not any insurance policies shall have been determined to be applicable to any such Claims.
The provisions of this Section 5.14 shall survive the expiration or earlier termination of this
Agreement and the issuance of a Certificate of Completion for the Project. Developer's
indemnification obligations set forth in this Section shall not apply to Claims to the extent arising
from the gross negligence or willful misconduct of the Indemnitees, and are subject to the
additional terms set forth in Section 10.2 below.
5.15 Compliance with Laws. Developer shall carry out and shall cause its contractors
and subcontractors to carry out the construction of the Project in conformity with all applicable
federal, state and local laws, rules, ordinances and regulations ("Applicable Laws"), including
without limitation, all applicable Environmental Laws, all applicable federal and state labor laws
and standards, Section 3 of the Housing and Community Development Act of 1974, as amended
(if applicable pursuant to financing sources used for the Project), applicable provisions of the
California Public Contracts Code, the City's zoning and development standards, building,
plumbing, mechanical and electrical codes, all other provisions of the City's 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., and the Unruh Civil Rights Act, Civil
Code Section 51, et seq.. To the greatest extent permitted by law, Developer shall indemnify,
defend (with counsel approved by Agency) and hold harmless the Indemnitees from and against
any and all Claims arising in connection with the breach of Developer's obligations set forth in
this Section whether or not any insurance policies shall have been determined to be applicable to
any such Claims. Developer's indemnification obligations set forth in this Section shall not
apply to Claims to the extent arising from the gross negligence or willful misconduct of the
Indemnitees. Developer's defense and indemnification obligations set forth in this Section 5.15
shall survive the expiration or earlier termination of this Agreement and the issuance of a
Certificate of Completion for the Project and shall be subject to the additional terms set forth in
Section 10.2 below.
5.16 Liens and Stop Notices. Until the later of the date of reconveyance of the Deed of
Trust or the expiration of the term of the Regulatory Agreement, Developer shall not allow to be
placed on the Property or any part thereof any lien or stop notice on account of materials
supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given
or recorded affecting the Project or the Property or any part thereof, Developer shall within
twenty (20) days of such recording or service: (a) pay and discharge (or cause to be paid and
discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to
be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and
amount; or (c) provide other assurance satisfactory to Agency that the claim of lien or stop notice
will be paid or discharged.
OAK #4831-5505-3670 v7
21
5.17 Right of Agency to Satisfy Liens on the Property. If Developer fails to satisfy or
discharge any lien or stop notice on the Property or any part thereof pursuant to and within the
time period set forth in Section 5.16 above, the Agency shall have the right, but not the
obligation, to satisfy any such liens or stop notices at Developer's expense and without further
notice to Developer and all sums advanced by Agency for such purpose shall be part of the
indebtedness secured by the Deed of Trust. In such event Developer shall be liable for and shall
immediately reimburse Agency for such paid lien or stop notice. Alternatively, the Agency may
require Developer to immediately deposit with Agency the amount necessary to satisfy such lien
or claim pending resolution thereof The Agency may use such deposit to satisfy any claim or
lien that is adversely determined against Developer. Developer shall file a valid notice of
cessation or notice of completion upon cessation of construction work on the Property for a
continuous period of thirty (30) days or more, and shall take all other reasonable steps to
forestall the assertion of claims or liens against the Property. The Agency may (but has no
obligation to) record any notices of completion or cessation of labor, or any other notice that the
Agency deems necessary or desirable to protect its interest in the Property.
5.18 Performance and Payment Bonds. Prior to commencement of construction work
on the Project, Developer shall cause its general contractor to deliver to the Agency copies of
payment bond(s) and performance bond(s) issued by a reputable insurance company licensed to
do business in California, each in a penal sum of not less than one hundred percent (100%) of the
scheduled cost of construction of the Project. The bonds shall name the Agency as co -obligee.
5.19 Insurance Requirements. Developer shall maintain and shall cause its contractors
to maintain all applicable insurance coverage specified in Article X.
5.20 Quarterly Performance Reporting. Upon Agency request, during construction of
the Project, Developer shall submit to Agency a quarterly performance report within 30 days of
the end of each quarter. The report shall be in the form of a narrative description of all activities
performed in relation to the Project including all development activities. The report shall include
a Project time -line, including a schedule for completing milestones and/or tasks, and indicate the
status of the Project in relation to this time -line. Developer shall provide the quarterly reports
described in this Section until construction of the Project is complete. Upon Agency request,
Developer shall, on a monthly basis, provide copies of construction inspection reports and draw
reports provided to construction lenders, at the same time that those reports are provided to
construction lenders.
5.21 Project Completion Reporting. No later than ninety (90) days following
completion of construction of the Project, Developer shall provide to Agency a Project financial
completion audit or similar audit required under tax credit requirements, performed by an
independent certified public accountant in accordance with generally accepted accounting
principles that identifies all sources and uses of all Project funds. Developer shall provide to
Agency a copy of any Project cost audit concurrently with Developer's provision of such audits
to other regulatory or financing agencies.
5.22 Affordable Housing. Developer covenants and agrees for itself, its successors
and assigns that the Property will be subject to recorded covenants that will restrict use of the
Property to operation of an affordable rental residential development and that for a term of not
OAK #4831-5505-3670 v7
22
less than fifty-five (55) years commencing upon the issuance of the final certificate of occupancy
for the Project, not less than twenty (20) of the residential units in the Project shall be available
at Affordable Rents to households whose income is no greater than thirty percent (30%) of Area
Median Income, not less than an additional ten (10) of the residential units in the Project shall be
available at Affordable Rents to households whose income is no greater than forty percent (40%)
of Area Median Income, and not less than an additional twenty-nine (29) of the residential units
in the Project shall be available at Affordable Rents to households whose income is no greater
than sixty percent (60%) of Area Median Income. If necessary to ensure Project feasibility, the
Authorized Representative is authorized to approve modifications to the foregoing affordability
restrictions provided that all residential units except the manager's unit shall be available at
Affordable Rents to households whose income is no greater than sixty percent (60%) of Area
Median Income. There shall be one (1) manager's unit that will not be subject to rent or
occupancy restrictions. In the event that project -based rental assistance for the Project is
terminated, the Parties will meet and confer in good faith to address potential revisions to the
rent restrictions imposed by this Agreement if necessary to maintain Project feasibility.
Notwithstanding the foregoing, Developer shall comply with rent and occupancy restrictions
imposed by all applicable financing sources and regulatory agencies if such agencies impose
requirements on the Project that are more stringent than those set forth in this Agreement.
As more particularly set forth in the Regulatory Agreement, Developer shall be obligated
to pay to Agency an annual compliance monitoring fee in an amount equal to Seventy Dollars
($70) per unit, with fees for the first two (2) years of Project operations to be paid in advance.
The Developer may use the Grant Proceeds to pay for this advance payment. Beginning in the
third year after the City's issuance of a final certificate of occupancy or equivalent for the
Project, the annual compliance monitoring fee will increase annually by the percentage increase
in the Consumer Price Index -Urban (CPI -U) for the Riverside -San Bernardino -Ontario,
California area over the prior year.
5.23 Maintenance. Commencing upon Developer's acquisition of the Property,
Developer shall at its own expense, maintain the Property and the Improvements, including the
landscaping and common areas, in good physical condition, in good repair, and in decent, safe,
sanitary, habitable and tenantable living conditions in conformity with all Applicable Laws.
Without limiting the foregoing, Developer agrees to maintain the Property and the Improvements
(including without limitation, landscaping, driveways, parking areas, and walkways) in a
condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair,
abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent
the same from occurring on the Property. Developer shall prevent and/or rectify any physical
deterioration of the Improvements and shall make all repairs, renewals and replacements
necessary to keep the Property and the Improvements in good condition and repair.
5.24 Taxes and Assessments. Commencing upon Developer's acquisition of the
Property, Developer shall pay all real and personal property taxes, assessments and charges and
all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property
and/or the Improvements, at such times and in such manner as to prevent any penalty from
accruing, or any lien or charge from attaching to the Property or Improvements; provided,
however, Developer shall have the right to contest in good faith, any such taxes, assessments, or
charges. In the event the Developer exercises its right to contest any tax, assessment, or charge,
the Developer, on final determination of the proceeding or contest, shall immediately pay or
OAK #4831-5505-3670 v7
23
discharge any decision or judgment rendered against it, together with all costs, charges and
interest.
5.25 Obligation to Refrain from Discrimination. Developer shall not restrict the rental,
sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or the Project,
or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, gender
identity, disability, marital status, ancestry, or national origin of any person. Developer
covenants for itself and all persons claiming under or through it, and this Agreement is made and
accepted upon and subject to the condition 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 Property or the Improvements, or part thereof, nor shall Developer or any
person claiming under or through Developer establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or Improvements,
or part thereof. Developer shall include such provision in all deeds, leases, contracts and other
instruments executed by Developer, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by Developer, its successors or
assigns, as to any portion of the Property or the Improvements shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a 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
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
OAK #4831-5505-3670 v7
24
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11
and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision
(d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o),
and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts pertaining to operation or management of the Project, the following
language, or substantially similar language prohibiting discrimination and segregation
shall appear:
"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 property nor shall the transferee or
any person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land."
ARTICLE VI
CONDITION OF THE SITE; ENVIRONMENTAL MATTERS
6.1 Access to Site; Inspections. Prior to the Close of Escrow, Developer and
Developer's authorized representatives may enter upon and conduct reviews and assessments of
the physical and environmental condition of the Property and the condition of the existing
improvements. Agency may require Developer to execute a right of entry agreement satisfactory
to Agency prior to entry onto the Property for such purpose and shall require Developer to
provide proof of liability insurance acceptable to Agency. Developer's inspection, examination,
25
OAK #4831-5505-3670 v7
survey and review of the Property shall be at Developer's sole expense. Developer shall provide
Agency with copies of all reports and test results promptly following completion of such reports
and testing. Developer hereby agrees to notify the Agency twenty four (24) hours in advance of
its intention to enter the Property and will provide workplans, drawings, and descriptions of any
intrusive sampling it intends to do. Developer must keep the Property in a safe condition during
its entry. Developer shall repair, restore and return the Property to its condition immediately
preceding Developer's entry thereon at Developer's sole expense Developer will not permit any
mechanics liens, stop notices or other liens or encumbrances to be placed against the Property
prior to Close of Escrow. Without limiting any other indemnity provisions set forth in this
Agreement, to the greatest extent permitted by law, Developer shall indemnify, defend (with
counsel approved by Agency) and hold the Indemnitees harmless from and against all Claims
resulting from or arising in connection with entry upon the Property by Developer or
Developer's agents, employees, consultants, contractors or subcontractors pursuant to this
Section 6.1 except to the extent arising from the gross negligence or willful misconduct of the
Indemnitees. Developer's indemnification obligations set forth in this Section 6.1 shall survive
the Close of Escrow and the termination of this Agreement and shall be subject to the additional
terms and conditions set forth in Section 10.2 below.
6.2 Environmental Disclosure. To the extent the Agency has copies of investigation
reports concerning the Property, it will provide copies to Developer; but the Parties acknowledge
that Agency will not be conducting a public records search of any regulatory agency files—
although the Agency urges Developer to do so to satisfy itself regarding the environmental
condition of the Property. By execution of this Agreement, Developer: (i) acknowledges its
receipt of the foregoing notice respecting the environmental condition of the Property; (ii)
acknowledges that it will have an opportunity to conduct its own independent review and
investigation of the Property prior to the Close of Escrow; (iii) agrees to rely solely on its own
experts in assessing the environmental condition of the Property and its sufficiency for its
intended use; and (iv) waives any and all rights Developer may have to assert that the Agency
failed to disclose information about the environmental condition of the Property.
6.3 Property Sold "AS IS." Developer specifically acknowledges that the Agency is
selling and Developer is purchasing the Property on an "AS IS", "WHERE IS" and "WITH ALL
FAULTS" basis and that Developer is not relying on any representations or warranties of any
kind whatsoever, express or implied, from Agency, its employees, board members, agents, or
brokers as to any matters concerning the Property. The Agency makes no representations or
warranties as to any matters concerning the Property, including without limitation: (i) the
quality, nature, adequacy and physical condition of the property, including, but not limited to, the
structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, and
the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and
appliances, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any
groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities
serving the Property, (iv) the development potential of the Property, and the Property's use,
habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any
particular purpose, (v) the zoning or other legal status of the property or any other public or
private restrictions on use of the Property, (vi) the compliance of the Property or its operation
with any Environmental Laws, covenants, conditions and restrictions of any governmental or
26
OAK #4831-5505-3670 v7
quasi -governmental entity or of any other person or entity, (vii) the presence or removal of
Hazardous Material, substances or wastes on, under or about the Property or the adjoining or
neighboring property; (viii) the quality of any labor and materials used in any improvements on
the Property, (ix) the condition of title to the Property, (x) the leases, service contracts, or other
agreements affecting the Property, or (xi) the economics of the operation of the Property.
6.4 Developer to Rely on Own Experts. Developer understands that notwithstanding
the delivery by Agency to Developer of any materials, including, without limitation, third party
reports, Developer will rely entirely on Developer's own experts and consultants and its own
independent investigation in proceeding with the acquisition of the Property.
6.5 Release by Developer. Effective upon the Close of Escrow for the Property,
Developer WAIVES, RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the
Indemnitees and any person acting on behalf of the City or the Agency, from any and all Claims,
direct or indirect, known or unknown, foreseen or unforeseen, which Developer now has or
which may arise in the future on account of or in any way arising out of or in connection with the
physical condition of the Property, the presence of Hazardous Material in, on, under or about the
Property or an), law or regulation applicable: thereto inc:luding, without limiting the g neralit -
the ti'regoing,, all Environmental Laws
DEVELOPER ACKNOWLEDGES THAT DEVELOPER IS FAMILIAR WITH SECTION 1 542
OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.
BY INITIALING BELOW, DEVELOPER EXPRESSLY WAIVES THE BENEFITS OF
SECTION 1 542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE
FOREGOING RELEASE:
that:
Developer's initials:
6.6 Developer's Post -Closing Obligations. Developer hereby covenants and agrees
(1) Developer shall not knowingly permit the Property or any portion thereof
to be a site for the use, generation, treatment, manufacture, storage, disposal or
transportation of Hazardous Material or otherwise knowingly permit the presence or
release of Hazardous Material in, on, under, about or from the Property with the
exception of limited amounts of cleaning supplies and other materials customarily used in
construction, use or maintenance of residential properties similar in nature to the Project,
and used, stored and disposed of in compliance with Environmental Laws.
OAK #4831-5505-3670 v7
OAK #4831-5505-3670 v7
27
28
written approval of Agency. For purposes of this Agreement, a "significant change of
ownership" shall mean a transfer of the beneficial interest of more than twenty-five percent
(25%) in aggregate of the present ownership and /or control of Developer, taking all transfers
into account on a cumulative basis; provided however, neither the admission of an investor
limited partner, nor the transfer by the investor limited partner to subsequent limited partners
shall be restricted by this provision.
7.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the
prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of temporary
easements or permits to facilitate development of the Property; (ii) the dedication of any property
required pursuant to this Agreement; (iii) the lease of individual residences to tenants for
occupancy as their principal residence in accordance with the Regulatory Agreement; (iv)
assignments creating security interests for the purpose of financing the acquisition, construction
or permanent financing of the Project provided that such financing is provided by the lenders
identified in the approved Financing Plan and is consistent with the terms set forth in the
approved Financing Plan as it may be updated with Agency approval, and subject to the
requirements of Article VIII, or Transfers directly resulting from the foreclosure of, or granting
of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to a tax-exempt entity
under the direct control of or under common control with Developer; (vi) a Transfer to a limited
partnership (or a limited liability company) in which Developer or a tax-exempt affiliate of
Developer is the managing general partner (or managing member) ("Approved Partnership");
(vii) the admission of limited partners (or non -managing members), and any transfer of limited
partnership (or non -managing member) interests in accordance with the Approved Partnership's
agreement of limited partnership (or operating agreement) (the "Partnership Agreement");
(viii) the removal of the general partner (or managing member) of an Approved Partnership by
the investor limited partners (or members) for a default under the Partnership Agreement,
provided that the replacement general partner (or managing member) is an entity reasonably
satisfactory to Agency; or (ix) the transfer of the general partner's (or managing member's)
interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue
Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit
entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as
amended, provided such replacement general partner (or managing member) is reasonably
satisfactory to Agency.
7.4 Requirements for Proposed Transfers. The Agency may, in the exercise of its
sole discretion, consent to a proposed Transfer of this Agreement, the Property, the
Improvements or part thereof if all of the following requirements are met (provided however, the
requirements of this Section 7.4 shall not apply to Transfers described in clauses (i), (ii), (iii),
(iv) and (vii) of Section 7.3):
(i) The proposed transferee demonstrates to the Agency's satisfaction that it
has the qualifications, experience and financial resources necessary and adequate as may be
reasonably determined by the Agency to competently complete and manage the Project and to
otherwise fulfill the obligations undertaken by the Developer under this Agreement.
(ii) The Developer and the proposed transferee shall submit for Agency
review and approval all instruments and other legal documents proposed to effect any Transfer of
OAK #4831-5505-3670 v7
32
(j) Developer shall have assigned its assets for the benefit of its creditors
(other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution
on any substantial part of its property, unless the property so assigned, sequestered, attached or
executed upon shall have been returned or released within sixty (60) days after such event
(unless a lesser time period is permitted for cure pursuant to paragraphs (h) or (i) above or
pursuant to any other mortgage on the Property, in which event such lesser time period shall
apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration,
attachment, or execution;
(k) The Developer shall have voluntarily suspended its business or Developer
shall have been dissolved or terminated;
(1) An event of default arises under any Agency Document and remains
uncured beyond any applicable cure period;
(m) Developer and/or Grantee use proceeds of the Grant for any purpose other
than Project construction costs unless the Agency has provided prior written consent to permit
another use of such proceeds; or
(n) Developer defaults in the performance of any term, provision, covenant or
agreement contained in this Agreement other than an obligation enumerated in this Section 9.1
and unless a shorter cure period is specified for such default, the default continues for ten (10)
days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default
after the date upon which Agency shall have given written notice of the default to Developer;
provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an
Event of Developer Default shall not arise hereunder if Developer commences to cure the default
within thirty (30) days and thereafter prosecutes the curing of such default with due diligence
and in good faith to completion.
9.2 Agency Default. An event of default on the part of Agency ("Event of Agency
Default") shall arise hereunder if Agency fails to keep, observe, or perform any of its covenants,
duties, or obligations under this Agreement, and the default continues for a period of sixty (60)
days after written notice thereof from Developer to Agency, or in the case of a default which
cannot with due diligence be cured within sixty (60) days, Agency fails to commence to cure the
default within sixty (60) days of such notice and thereafter fails to prosecute the curing of such
default with due diligence and in good faith to completion.
9.3 Agency's Right to Terminate Agreement. If an Event of Developer Default shall
occur and be continuing beyond any applicable cure period, then Agency shall, in addition to
other rights available to it under law or this Agreement, have the right to terminate this
Agreement. If Agency makes such election, Agency shall give written notice to Developer and
to any mortgagee entitled to such notice specifying the nature of the default and stating that this
Agreement shall expire and terminate on the date specified in such notice, and upon the date
specified in the notice, this Agreement and all rights of Developer under this Agreement, shall
expire and terminate.
OAK #4831-5505-3670 v7
37
9.4 Agency's Remedies and Rights Upon an Event of Developer Default. Upon the
occurrence of an Event of Developer Default and the expiration of any applicable cure period,
Agency shall have all remedies available to it under this Agreement or under law or equity,
including, but not limited to the following, and Agency may, at its election, without notice to or
demand upon Developer, except for notices or demands required by law or expressly required
pursuant to the Agency Documents, exercise one or more of the following remedies:
(a) Seek specific performance to enforce the terms of the Agency Documents;
(c) Foreclose on the Property pursuant to the Deed of Trust;
(d) Terminate this Agreement pursuant to Section 9.3; and
(e) Pursue any and all other remedies available under this Agreement or under
law or equity to enforce the terms of the Agency Documents and Agency's rights thereunder.
9.5 Developer's Remedies Upon an Event of Agency Default. Upon the occurrence
of an Event of Agency Default, Developer may bring an action for equitable relief seeking the
specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or
preventing any violation of such terms and conditions.
9.6 Remedies 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
time, of any other rights or remedies for the same or any other default by the other Party.
9.7 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
9.8 Power of Termination. If following conveyance of the Property to Developer,
Developer (i) fails to begin construction of the Project within the time specified in Section 5.1 as
such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction
work for a period of sixty (60) days after written notice from Agency, (iii) fails to complete
construction of the Project by the time specified in Section 5.1 as such date may be extended
pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers
the Property or part thereof or this Agreement in violation of Article VII, the Agency may re-
enter and take possession of the Property or any portion thereof with all improvements thereon
without payment or compensation to Developer, and revert in the Agency the estate theretofore
conveyed to the Developer. The interest created pursuant to this Section 9.8 shall be a "power of
termination" as defined in California Civil Code Section 885.010, and shall be separate and
distinct from the Agency's option to purchase the Property under the same or similar conditions
specified in Section 9.9. Agency's rights pursuant to this Section 9.8 shall not defeat, render
invalid or limit any mortgage or deed of trust permitted by this Agreement or any rights or
OAK #4831-5505-3670 v7
38
interests provided in this Agreement for the protection of the holders of such mortgages or Deed
of Trust.
Upon revesting in the Agency of title to the Property or any portion thereof as provided in
this Section 9.8, the Agency shall use its best efforts to resell the Property or applicable portion
thereof and as soon as possible, in a commercially reasonable manner to a qualified and
responsible party or parties (as determined by the Agency) who will assume the obligation of
completing and operating the Project in accordance with the uses specified for such property in
this Agreement and in a manner satisfactory to the Agency. Upon such resale of the Property or
any portion thereof, the sale proceeds shall be applied as follows:
(a) First, to reimburse the Agency for all costs and expenses incurred by Agency,
including but not limited to salaries of personnel and legal fees incurred in connection with the
recapture and resale of the Property; all taxes and assessments payable prior to resale, and all
applicable water and sewer charges; any payments necessary to discharge any encumbrances or
liens on the Property at the time of revesting of title thereto in the Agency or to discharge or
prevent from attaching any subsequent encumbrances or liens due to obligations, defaults, or
acts of the Developer, its successors or transferees; any expenditures made or obligations
incurred with respect to the completion of the Project or any part thereof on the Property; and
any other amounts owed to the Agency by Developer and its successors or transferee pursuant
to the Agency Documents or otherwise.
(b) Second, to reimburse the Agency for damages to which it is entitled under this
Agreement by reason of the Developer's default.
(c) Third, to reimburse the Developer, its successor or transferee, up to the amount
equal to:
(1) The payment made to the Agency for the Property; plus
(2) The fair market value of any new improvements constructed by Developer
and existing on the Property at the time of Agency's exercise of its rights under this Section; less
(3) Any gains or income withdrawn or made by the Developer from the
Property or applicable portion thereof or the improvements thereon.
Notwithstanding the foregoing, the amount calculated pursuant to this subsection (c) shall
not exceed the fair market value of the Property or applicable portion thereof, together with the
improvements thereon as of the date of the default or failure which gave rise to the Agency's
exercise of the power of termination.
Agency.
(4) Any balance remaining after such reimbursements shall be retained by the
OAK #4831-5505-3670 v7
39
The rights established in this Section 9.8 are to be interpreted in light of the fact that the
Agency will convey the Property to the Developer for completion of the Project as specified
herein and not for speculation.
9.9 Option to Purchase, Enter and Possess Upon Default. The Agency shall have the
additional right at its option to purchase, enter and take possession of the Property with all
improvements thereon (the "Repurchase Option"), if after conveyance of the Property,
Developer (i) fails to begin construction of the Project within the time specified in Section 5.1 as
such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction
of the Project for a period of sixty (60) days after written notice from Agency, (iii) fails to
complete construction of the Project by the time specified in Section 5.1 as such date may be
extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily
Transfers the Property or part thereof or this Agreement in violation of Article VII. If it
exercises Repurchase Option A, the Agency shall pay to the Developer cash in an amount equal
to:
(i) The Purchase Price; plus
(ii) The fair market value of any new improvements constructed on the Property by
Developer and existing on the Property at the time of exercise of the Option; less
(iii) Any gains or income withdrawn or made by the Developer from the applicable
portion of the Property or the improvements thereon; less
(iv) The value of any liens or encumbrances on the applicable portion of the Property
which the Agency assumes or takes subject to; less
(v) Any amounts owed to the Agency by Developer and its successors or transferee
pursuant to the Agency Documents or otherwise; less
(vi) All taxes, assessments and utility charges payable with respect to the Property for
the period prior to the date the Agency acquires title to the Property; less
(vii) The amount of any payments necessary to discharge or prevent from attaching
any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its
successors or transferees; less
(viii) Any damages to which the Agency is entitled under this Agreement by reason of
Developer's default.
In order to exercise the Repurchase Option, the Agency shall give Developer written
notice of such exercise, and Developer shall, within thirty (30) days after receipt of such notice,
provide Agency with a summary of all of Developer's costs incurred as described in this Section
9.9. Within thirty (30) days of Agency's receipt of such summary, Agency shall pay into an
escrow established for such purpose cash in the amount of all sums owing pursuant to this
Section 9.9, and Developer shall execute and deposit into such escrow a grant deed transferring
OAK #4831-5505-3670 v7
40
to Agency all of Developer's interest in the Property, or portion thereof, as applicable, and the
improvements located thereon.
9.10 Memorandum of Power of Termination/Option to Purchase. The Parties shall
cause a memorandum of the rights granted the Agency in Sections 9.8 and 9.9 of this Agreement
to be recorded in the Official Records at the time of the Close of Escrow for conveyance of the
Property to Developer. In addition, the rights afforded Agency pursuant to Sections 9.8 and 9.9
may be described in the Grant Deed.
9.11 Rights of Mortgagees. Any rights of the Agency under this Article IX shall not
defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any
rights provided for in this Agreement for the protection of holders of such instruments. Any
conveyance or return of the Property to the Agency pursuant to this Article IX shall be subject to
mortgages and deeds of trust permitted by this Agreement.
9.12 Assignment. The Agency shall have the right to assign the Repurchase Option to
any other governmental entity, or a qualified nonprofit corporation.
9.13 Construction Plans. If this Agreement is terminated by mutual agreement of the
Parties or by Agency as a result of an Event of Developer Default, the Developer, at no cost to
the Agency, shall deliver to the Agency copies of all construction plans and studies in the
Developer's possession or in the possession of the Developer' s consultants related to
development of the Project on the Property, including without limitation, the Construction Plans,
subject only to the rights of senior lenders identified in the Financing Plan as it may be updated
with Agency approval. If the Agency utilizes the Construction Plans or studies, the Agency
shall indemnify the Developer for any claims arising from such use.
9.14 Rights of Limited Partners. If the Project has been transferred to an Approved
Partnership, whenever Agency delivers any notice of default hereunder, Agency shall
concurrently deliver a copy of such notice to the limited partner(s) in accordance with Section
11.3. The limited partner(s) shall have the same right as Developer to cure or remedy any
default hereunder within the cure period provided to Developer; provided however, if the default
is of such nature that the limited partners reasonably determine that it is necessary to replace the
general partner of Developer in order to cure such default, then the cure period shall be extended
by an additional sixty (60) days after the removal and replacement of such general partner,
provided that the limited partners have promptly commenced and diligently proceeded with all
requisite actions to effect such removal and replacement.
ARTICLE X
INDEMNITY AND INSURANCE
10.1 Indemnity. To the greatest extent permitted by law, Developer shall indemnify,
defend (with counsel approved by Agency) and hold the Indemnitees harmless from and against
any and all Claims (including without limitation, Claims arising from any injury, death, illness,
property damage, or loss of property) arising directly or indirectly, in whole or in part, as a result
of or in connection with the development, construction, improvement, operation, ownership or
OAK #4831-5505-3670 v7
41
maintenance of the Project or the Property, or any part thereof by Developer or Developer's
contractors, subcontractors, agents, employees or any other party acting for or on behalf of
Developer, or otherwise arising out of or in connection with Developer's performance or failure
to perform under this Agreement, including without limitation, Claims arising or alleged to have
arisen in connection with any violation of Applicable Laws in connection with the development,
operation or management of the Project, or relating to approval of the Project or approval of this
Agreement. Developer's indemnification obligations under this Section 10.1 shall not extend to
Claims to the extent arising from the gross negligence or willful misconduct of Indemnitees and
are subject to the additional terms set forth in Section 10.2 below. The provisions of this Section
10.1 shall survive the expiration or earlier termination of this Agreement. It is further agreed that
Agency does not and shall not waive any rights against Developer that it may have by reason of
this indemnity and hold harmless agreement because of the acceptance by Agency, or the deposit
with Agency by Developer, of any of the insurance policies described in this Agreement.
10.2 Terms Applicable to Indemnity Provisions. The terms set forth in this Section
10.2 shall apply to all provisions of this Agreement that pertain to Developer's obligations to
indemnify Agency and the other Indemnitees, including without limitation, Sections 5.11, 5.141
5.15, 6.1, 6.7, 10.1, and 11.1. In connection with each such provision, all of the following shall
apply:
(a) Agency does not and shall not waive any rights against Developer that it may
have by reason of any indemnity and hold harmless provision set forth in this Agreement
because of the acceptance by Agency, or the deposit with Agency by Developer, of any of the
insurance policies described in this Agreement.
(b) Developer's obligation to indemnify the Indemnitees shall not be limited or
impaired by any of the following: (i) any amendment or modification of any Agency Document;
(ii) any extensions of time for performance required by any Agency Document; (iii) any
provision in any of the Agency Documents limiting Agency's recourse to property securing the
Secured Obligations (as defined in the Deed of Trust); or (iv) the accuracy or inaccuracy of any
representation and warranty made by Developer under this Agreement or by Developer or any
other party under any Agency Document, (v) the release of Developer or any other person, by
Agency or by operation of law, from performance of any obligation under any Agency
Document;
(c) The obligations of Developer to indemnify the Indemnitees shall survive any
foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and
any release of record of the liens of the Deed of Trust.
10.3 Liability, Workers Compensation, and Property Insurance.
(a) Commercial General Liability. Developer (and until issuance of the final
certificate of occupancy or equivalent for the Project all contractors working on behalf of
Developer on the Project) shall maintain a commercial general liability policy including
coverage for bodily injury, property damage, products, completed operations and contractual
liability coverage with coverage limits in the greater of: (a) the amounts required by the
construction and permanent lenders for the Project, or (b) One Million Dollars ($1,000,000) each
42
OAK #4831-5505-3670 v7
occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Five Million
Dollars ($5,000,000) excess liability coverage, or such other policy limits as Agency may require
in its reasonable discretion. Such policy or policies shall be written on an occurrence basis and
shall name the Indemnitees as additional insureds.
(b) Automobile. Developer (and until issuance of the final certificate of
occupancy or equivalent for the Project all contractors working on behalf of Developer on the
Project) shall maintain a comprehensive automobile liability coverage in the amount of Two
Million Dollars ($2,000,000), combined single limit including coverage for owned and non -
owned vehicles. Automobile liability policies shall name the Indemnitees as additional insureds.
(c) Worker's Compensation; Employer's Liability. Developer (and if the
Property has been transferred to an Approved Partnership, the general partners thereof) shall
furnish or cause to be furnished to Agency evidence satisfactory to Agency that Developer (and
if the Property has been transferred to an Approved Partnership, the general partners thereof),
and any contractor with whom Developer (or an Approved Partnership) has contracted for the
performance of work on the Property or otherwise pursuant to this Agreement, carries statutory
Workers' Compensation insurance and Employer's Liability insurance in a minimum amount of
Two Million Dollars ($2,000,000) per accident.
(d) Builder's Risk. Upon commencement of construction work and
continuing until issuance of the final certificate of occupancy or equivalent for the Project,
Developer and all contractors working on behalf of Developer shall maintain a policy of builder's
all-risk insurance in an amount not less than the full insurable cost of the Project on a
replacement cost basis naming Agency as loss payee as its interests may appear.
(e) Professional Liability/Errors and Omissions. Professional Liability/Errors
and Omissions insurance as appropriate for design/build operations with limits not less than One
Million Dollars ($1,000,000) each claim. If the professional liability/errors and omissions
insurance is written on a claims made form: (i) the retroactive date must be shown and must be
before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be
provided for at least three (3) years after completion of Project construction, and (iii) if coverage
is cancelled or non -renewed and not replaced with another claims made policy form with a
retroactive date prior to the Effective Date, Developer must purchase extended period coverage
for a minimum of three (3) years after completion of construction.
(f) Property. Commencing upon completion of construction of the Project,
Developer shall maintain property insurance covering all risks of loss including earthquake (if
required) and flood (if required) for 100% of the replacement value of the Project with
deductible, if any, in an amount acceptable to Agency, naming Agency as loss payee as its
interests may appear.
(g) Insurance Providers. Companies writing the insurance required hereunder
shall be licensed to do business in the State of California. Insurance shall be placed with insurers
with a current A.M. Best's rating of no less than A: VII.
43
OAK #4831-5505-3670 v7
(h) Evidence of Insurance; Endorsements; Policies. Prior to the Effective
Date of this Agreement, Developer shall furnish Agency with certificates of insurance in form
acceptable to Agency evidencing the insurance coverage required under paragraphs (a), (b), (c),
and (e) above, duly executed endorsements evidencing the Indemnitees' status as additional
insured, and all other endorsements and coverage required hereunder pertaining to such
coverage. Prior to commencement of Project construction, Developer shall furnish Agency with
certificates of insurance in form acceptable to Agency evidencing the insurance coverage
required under paragraph (d) above. Prior to City's issuance of a final certificate of occupancy
or equivalent for the Project, Developer shall furnish Agency with certificates of insurance in
form acceptable to Agency evidencing the insurance coverage required under paragraph (f)
above.
All insurance certificates shall contain a statement of obligation on the part of the
carrier to notify Agency of any material adverse change, cancellation, termination or non-
renewal of the coverage at least thirty (30) days in advance of the effective date of any such
material adverse change, cancellation, termination or non -renewal. Upon Agency's request,
Developer shall, within thirty (30) days of the request, provide or arrange for the insurer to
provide to Agency, complete certified copies of all insurance policies required under this
Agreement. Agency's failure to make such request shall not constitute a waiver of the right to
require delivery of the policies in the future.
(i) Additional Insured Endorsements. The additional insured endorsements
for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09
11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG
2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94.
(j) Reinstatement. If any insurance policy or coverage required hereunder is
canceled or reduced, Developer shall, within five (5) days after receipt of notice of such
cancellation or reduction in coverage, but in no event later than the effective date of cancellation
or reduction, file with Agency a certificate showing that the required insurance has been
reinstated or provided through another insurance company or companies. Upon failure to so file
such certificate, Agency may, without further notice and at its option, procure such insurance
coverage at Developer's expense, and Developer shall promptly reimburse Agency for such
expense upon receipt of billing from Agency.
(k) Primary Coverage; Waiver of Subrogation; Annual Aggregate Limits. All
coverage shall be primary insurance and shall not be contributing with any insurance, or self-
insurance maintained by City or Agency, and the policies shall so provide. Each insurance
policy shall contain a waiver of subrogation for the benefit of the City and the Agency. If any of
the required insurance is provided under a form of coverage that includes an annual aggregate
limit or provides that claims investigation or legal defense costs are included in such annual
aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified
above.
(1) Deductibles/Retentions. Any deductibles or self-insured retentions shall
be declared to, and be subject to approval by, City's Risk Manager. At the option of and upon
request by City's Risk Manager if the Risk Manager determines that such deductibles or
OAK #483 I -5505-3670 v7
44
retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or
self-insurance retentions as respects the Indemnitees or Developer shall procure a bond
guaranteeing payment of losses and related investigations, claims administration and defense
expenses.
(m) Adjustments. The limits of the liability coverage and, if necessary, the
terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than
every five (5) years after the Effective Date nor more than once in every three (3) year period) to
address changes in circumstance, including, but not limited to, changes in inflation and the
litigation climate in California. Agency shall give written notice to Developer of any such
adjustments, and Developer shall provide Agency with amended or new insurance certificates or
endorsements evidencing compliance with such adjustments within thirty (30) days following
receipt of such notice.
(n) Additional Insured Coverage; Liability Limits. For all liability insurance
required by this Agreement, Developer (and Developer's contractors, as applicable) shall obtain
endorsements that name the Indemnitees as additional insured in the full amount of all applicable
policies, notwithstanding any lesser minimum limits specified in this Agreement. This
Agreement requires Developer (and Developer's contractors) to obtain and provide for the
benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried
by Developer (or Developer's contractors, as applicable), but in no event less than the minimum
amounts specified in this Agreement. In the event that Developer (or Developer's contractors
as applicable) obtains insurance policies that provide liability coverage in excess of the amounts
specified in this Agreement, the actual limits provided by such policies shall be deemed to be the
amounts required under this Agreement. Without limiting the foregoing, the limits of liability
coverage specified in this Agreement are not intended, nor shall they operate, to limit Agency's
ability to recover amounts in excess of the minimum amounts specified in this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 No Brokers. Each Party warrants and represents to the other that no person or
entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other
compensation with respect to the transactions contemplated by this Agreement. Each Party
agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs
or liabilities arising in connection with a breach of this warranty and representation. The terms
of this Section shall survive the close of escrow and the expiration or earlier termination of this
Agreement.
11.2 Enforced Delay; Extension of Times of Performance. The time for performance
of provisions of this Agreement by either Party shall be extended for a period equal to the period
of any delay directly affecting the Project or this Agreement which is caused by war,
insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of a
public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits
filed by unrelated third parties concerning or arising out of this Agreement or unseasonable
OAK #4831-5505-3670 v7
45
weather conditions ("Force Majeure"). An extension of time for any of the above-specified
causes will be deemed granted only if written notice by the Party claiming such extension is sent
to the other Party within ten (10) calendar days from the commencement of the cause. In any
event, construction of the Project must be completed no later than ninety (90) calendar days after
the scheduled completion date pursuant to the schedule set forth in this Agreement, any
unavoidable delay notwithstanding.
Times of performance under this Agreement may also be extended in writing by the
mutual agreement of Developer and Agency (acting in the discretion of the Authorized
Representative unless he or she determines in his or her discretion to refer such matter to the
City Council). Agency and Developer acknowledge that, notwithstanding any contrary
provision of this Agreement, adverse changes in economic conditions, either of the affected
Party specifically or the economy generally, changes in market conditions or demand, and/or
inability to obtain financing to complete the Project shall not constitute grounds of enforced
delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic
or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.
11.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement or any other Agency Document shall be made in writing, and sent to
the Parties at their respective addresses specified below or to such other address as a Party may
designate by written notice delivered to the other Parties in accordance with this Section. All
such notices shall be sent by: (i) personal delivery, in which case notice is effective upon
delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally
recognized overnight courier, with charges prepaid or charged to the sender's account, in which
case notice is effective on delivery if delivery is confirmed by the delivery service.
Agency: City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Manager
Developer: Urban Housing Communities, LLC
2000 E. Fourth Street, #205
Santa Ana, CA 92705
Attention: John F. Bigley
Grantee: Ikaika Ohana
2000 E. Fourth Street, #205
Santa Ana, CA 92705
Attention: John F. Bigley
11.4 Attorneys' Fees. If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation
of any provision hereof, then the prevailing Party in any proceeding in connection with such
dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or
46
OAK #4831-5505-3670 v7
establishing its rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees and disbursements.
11.5 Waivers; Modification. No waiver of any breach of any covenant or provision of
this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no
waiver shall be valid unless in writing and executed by the waiving Party. An extension of time
for performance of any obligation or act shall not be deemed an extension of the time for
performance of any other obligation or act, and no extension shall be valid unless in writing and
executed by the Party granting the extension. This Agreement may be amended or modified only
by a written instrument executed by the Parties.
11.6 Binding on Successors. Subject to the restrictions on Transfers set forth in
Article VII, this Agreement shall bind and inure to the benefit of the Parties and their respective
permitted successors and assigns. Any reference in this Agreement to a specifically named Party
shall be deemed to apply to any permitted successor and assign of such Party who has acquired
an interest in compliance with this Agreement or under law.
11.7 Survival. All representations made by Developer hereunder, Developer's
obligations pursuant to Sections 5.11, 5.14, 5.15, 6.1, 6.5, 6.7, 10.1 and 11.1, and Agency's
rights under Section 9.8 and 9.9, and all other provisions that expressly so state, shall survive the
expiration or termination of this Agreement.
11.8 Headings; Interpretation; Statutory References. The section headings and
captions used herein are solely for convenience and shall not be used to interpret this Agreement.
The Parties acknowledge that this Agreement is the product of negotiation and compromise on
the part of both Parties, and the Parties agree, that since both Parties have participated in the
negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared
by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had
prepared it. All references in the Agency Documents to particular statutes, regulations,
ordinances or resolutions of the United States, the State of California, or the City of Cathedral
City shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter
amended or renumbered, or if repealed, to such other provisions as may thereafter govern the
same subject.
11.9 Action or Approval. Whenever action and/or approval by Agency is required
under this Agreement, the Authorized Representative or his or her designee may act on and/or
approve such matter unless specifically provided otherwise, or unless the Authorized
Representative determines in his or her discretion that such action or approval requires referral to
the City Council for consideration.
11.10 Entire Agreement. This Agreement, including Exhibits A through H attached
hereto and incorporated herein by this reference, together with the other Agency Documents
contains the entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior written or oral agreements, understandings, representations or statements
between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement
are inconsistent with this Agreement, the more restrictive requirements shall control, as
determined by the Authorized Representative. In the event of a conflict between this Agreement
47
OAK #4831-5505-3670 v7
and the other Agency Documents, the more restrictive requirements shall control, as determined
by the Authorized Representative.
11.11 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which taken together shall constitute one instrument. The
signature page of any counterpart may be detached therefrom without impairing the legal effect
of the signature(s) thereon provided such signature page is attached to any other counterpart
identical thereto having additional signature pages executed by the other Party. Any executed
counterpart of this Agreement may be delivered to the other Party by facsimile and shall be
deemed as binding as if an originally signed counterpart was delivered.
11.12 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless an essential purpose of this Agreement is defeated
by such invalidity or unenforceability.
11.13 No Third Party Beneficiaries. Except as expressly set forth herein, nothing
contained in this Agreement is intended to or shall be deemed to confer upon any person, other
than the Parties and their respective successors and assigns, any rights or remedies hereunder.
11.14 Parties Not Co -Venturers; Independent Contractor; No Agency Relationship..
Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers,
or principal and agent with one another. The relationship of Developer, Grantee, and Agency
shall not be construed as a joint venture, equity venture, partnership or any other relationship.
Agency neither undertakes nor assumes any responsibility or duty to Developer or Grantee
(except as expressly provided in this Agreement) or to any third party with respect to the Project
or the Agency financing described herein. Developer, Grantee, and their respective employees
are not employees of Agency but rather are, and shall always be considered independent
contractors. Furthermore, Developer, Grantee, and their respective employees shall at no time
hold themselves out as employees or agents of Agency. Except as Agency may specify in
writing, neither Developer nor Grantee shall have any authority to act as an agent of Agency or
to bind Agency to any obligation.
11.15 Time of the Essence; Calculation of Time Periods. Time is of the essence for
each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in
computing any period of time described in this Agreement, the day of the act or event after
which the designated period of time begins to run is not to be included and the last day of the
period so computed is to be included, unless such last day is not a business day, in which event
the period shall run until the next business day. The final day of any such period shall be
deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a
"business day" means a day that is not a Saturday, Sunday, a federal holiday or a state holiday
under the laws of the State of California.
11.16 Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior
48
OAK #4831-5505-3670 v7
Court of Riverside County, California or in the Federal District Court for the Central District of
California.
11.17 Maintenance and Inspection of Books and Records. Developer shall keep and
maintain at the Property or elsewhere with Agency's consent, full, complete, and adequate
books, records and accounts relating to the Project, including such books, records, and accounts
necessary to document Developer's compliance with this Agreement and the Agency
Documents, including without limitation, the records required to substantiate compliance with
the Regulatory Agreement. Upon request, Developer shall permit the Agency to inspect at
reasonable times and on a confidential basis those books, records and all other documents of
Developer necessary to determine Developer's compliance with the terms of this Agreement and
the Agency Documents.
11.18 Political Activity. None of the funds, materials, property or services contributed
by Agency to Developer under this Agreement shall be used for any partisan political activity or
the election or defeat of any candidate for public office.
11.19 Non -Liability of City Officials, Employees and Agents. No member, official,
employee or agent of the City or Agency shall be personally liable to the Developer in the event
of any default or breach by the Agency or for any amount which may become due to the
Developer or its successor or on any obligation under the terms of this Agreement.
11.20 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person
described in subsection (b) below who exercises or has exercised any functions or
responsibilities with respect to the activities funded pursuant to this Agreement or who is in a
position to participate in a decision-making process or gain inside information with regard to
such activities, may obtain a personal or financial interest or benefit from the activity, or have an
interest in any contract, subcontract or agreement with respect thereto, or the proceeds
thereunder, either for themselves or those with whom they have family or business ties, during,
or at any time after, such person's tenure. The Developer and Grantee shall exercise due
diligence to ensure that the prohibition in this Section is followed.
(b) In accordance with Government Code Section 1090 and the Political Reform Act,
Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or
employee or consultant of the Developer or Grantee, or immediate family member of any of the
preceding, shall make or participate in a decision, made by the City, the Agency or a City or
Agency board, commission or committee, if it is reasonably foreseeable that the decision will
have a material effect on any source of income, investment or interest in real property of that
person or the Developer. Interpretation of this Section shall be governed by the definitions and
provisions used in the Political Reform Act, Government Code Section 87100 et seq., its
implementing regulations manual and codes, and Government Code Section 1090.
SIGNATURES ON FOLLOWING PAGES.
49
OAK #4831-5505-3670 v7
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of
the date first written above.
DEVELOPER:
Urban Housing Communities, LLC, a California limited liability company
By:
Pn ? ame: _....._ j (At,/ F4.4
Title:. efliEF...oP &1�.'
GRANTEE:
Ikaika Ohana, a Hawaii nonprofit corporation
By:_/a.;
ame: Jb/tj f 45/4-4e1
Print
Title:
AGENCY:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing Successor
Agency to the former Redevelopment Agency of the City of Cathedral City
By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
OAK #4831-5505-3670 v7
50
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of ORANGE} ss.
On December 4, 2018 before me, Arturo Rosiles, Notary Public, personally
appeared John F. Bigley, who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his signature on
the instrument the person or the entity upon behalf of which the person acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
ARTURO ROSILES
Notary Public - California
Orange County
Commission ; 2188563
My Comm. Expires Apr 23, 2021
ileal;
D
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of
the date first written above.
DEVELOPER:
Urban Housing Communities, LLC, a California limited liability company
By:
Print Name:
Title:
GRANTEE:
Ikaika Ohana, a Hawaii nonprofit corporation
By:
Print Name:
Title:
AGENCY:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing Successor
Agency to the former Redevelopment Agency of the City of Cathedral City
By:
ATTES
City Manager
APPROVED AS TO 0
Ci Clerk
City Attorney
OAK #4831-5505-3670 v7
50
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
) ss
County of RI V(2v j I t .)
On NUVB-eimbek , 20 6, before me,Tr ( Ve LA NU 1 Z -t 14/.11- L k hL
ame of Notary)
notary public, personally appeared C Vic W �� 1 t� C k' V 1(� ✓l
who proved to me on the basis of satisfactory evidence to be the person(s)/whose name(s s/aye
subscribed to the within instrument and acknowledged to me that he/slie/ey executed the same
in his/lr/thk r authorized capacity(i�es'�, and that by his/lr/th?r signature) on the instrument
the person(, or the entity upon behalf of which the person (p'f 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.
(N�C)fli
y Signature)
OAK #4827-6873-3286 v5
�_ , , TRACEY R. MARTINEZ
ACommission # 2104537
< �R Notary Public - California
?% Riverside County
Comm. E fires A21, 2019
Exhibit A
LEGAL DESCRIPTION OF THE PROPERTY
(Attach legal description of the Property.)
Exhibit B
FORM OF REGULATORY AGREEMENT
(Attach form of Regulatory Agreement.)
Exhibit C
FORM OF DEED OF TRUST
(Attach form of Deed of Trust.)
Exhibit D
FINANCING PLAN
(Attach Financing Plan when approved.)
Exhibit E
FORM OF CERTIFICATE OF COMPLETION
(Attach form of Certificate.)
Exhibit F
FORM OF MEMORANDUM OF OPTION AND GRANT AGREEMENT
(Attach form of Memorandum.)
Exhibit G
GRANT DEED
(Attach form of Grant Deed.)
Exhibit H
PUBLIC PURPOSE OPTION MEMORANDUM
(Attach form of Public Purpose Option Memorandum.)
51
OAK #4831-5505-3670 v7
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or Tess.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16° 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof described as
follows:
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of the
West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section 16;
Thence, North 00° 16' 31" West, 630 feet;
Thence, North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as Lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page 3, records
of Riverside County, California.
APN: 678-060-004
That portion of the Northwest Quarter of the Southwest Quarter of the Northwest quarter of Section
16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, more particularly described as Lot 106 of Assessor's Map 46 on file in Book
2 Page 3 of Assessor's Maps, Record of Riverside County, California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest Y of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West Y: of the Northwest Y of the Southwest'4 of the
Northwest % thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book 2 Page 3
of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, in the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East Y: of the Northwest Y. of the Southwest Y4 of the
Northwest''/, thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East Y2 of the Northwest Y, of the Southwest''/. of the
Northwest Y thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion lying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y of the Northwest Y4 of the Southwest 3. of the
Northwest); of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or Tess to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
EXHIBT B
FORM OF REGULATORY AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder's use.
AFFORDABLE HOUSING REGULATORY AGREEMENT
AND
DECLARATION OF RESTRICTIVE COVENANTS
by and between
THE CITY OF CATHEDRAL CITY,
acting in its capacity as the Housing Successor Agency to the former Redevelopment
Agency of the City of Cathedral City
and
, L.P.
OAK #4845-2990-1670 v5
This Affordable Housing Regulatory Agreement and Declaration of Restrictive
Covenants (this "Agreement") is entered into effective as of , 20_ ("Effective
Date") by and between the City of Cathedral City, a municipal corporation, acting in its capacity
as the Housing Successor Agency to the former Redevelopment Agency of the City of Cathedral
City (in such capacity, referred to herein as the "Agency") and , L.P., a
California limited partnership ("Owner"). The Agency and the Owner are collectively referred to
herein as the "Parties."
RECITALS
A. Owner is the owner of, or has the right to acquire, the real property consisting of
ten (10) vacant parcels located on Landau Avenue between Vega Road and Elizabeth Road, in
the City of Cathedral City, California, known as Riverside County Assessor's Parcel Nos. 678-
060-001, -002, -003, -004, -005, -049, -050, -052, and -053, and more particularly described in
Exhibit A attached hereto (the "Property").
B. Owner intends to develop, own, and operate an affordable multi -family housing
development consisting of sixty (60) apartments and related improvements (the "Project") in
accordance with that certain Disposition, Development, and Grant Agreement (the "DDA") dated
as of , 2018, and executed by and among Agency, Urban Housing Communities,
LLC, a California limited liability company ("UHC") and Ikaika Ohana, a Hawaii nonprofit
corporation. Capitalized terms used without definition herein shall have the meaning ascribed to
such terms in the DDA. A Memorandum of the DDA ("Memorandum") will be recorded in the
Official Records substantially concurrently herewith.
C. The DDA provides that the Restricted Units to be developed on the Property will
be required to be available to Eligible Households at Affordable Rents in accordance with this
Agreement for a period of not less than fifty-five (55) years.
D. Subject to the terms and conditions set forth in the DDA, Agency has agreed to
convey the Property to Owner at a below-market price, and has agreed to provide a grant in the
amount of One Million Dollars ($1,000,000) to assist in financing the construction of the Project
(the "Grant"). As a condition precedent to the conveyance of the Property and the funding of the
Grant, Agency requires the Project and the Property to be subject to the terms, conditions and
restrictions set forth herein.
E. Pursuant to the DDA, to secure performance under this Agreement, Owner shall
execute and deliver to Agency a Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing that shall be executed by Owner for the benefit of Agency (the "Deed of Trust")
and recorded against the Property substantially concurrently herewith.
F. The purpose of this Agreement is to satisfy the affordability requirements of the
Agency's affordable housing program and to regulate and restrict the occupancy and rents of the
Project's Restricted Units for the benefit of the Project occupants. The Parties intend the covenants set
forth in this Agreement to run with the land and to be binding upon Owner and Owner's successors
and assigns for the full term of this Agreement.
2
OAK #4845-2990-1670 v5
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows.
1. Definitions. The following terms have the meanings set forth in this Section wherever
used in this Agreement or the attached exhibits.
"Actual Household Size" means the actual number of persons in the applicable
household.
"Adjusted for Family Size Appropriate for the Unit" shall be determined consistent
with Section 50052.5(h) of the California Health and Safety Code, subject to the application of
federal rules and regulations applicable to Project financing sources, including Section 42(g)(2)
of the Internal Revenue Code of 1986 as amended (or successor provision) if applicable.
"Affordable Rent" means the following amounts, less a utility allowance and other fees
and charges required to be paid by tenants of the Project on a non -optional basis: (i) for units
that are restricted for rental to households with incomes of not more than thirty percent (30%) of
AMI ("30% Units"), a monthly rent that does not exceed one -twelfth of thirty percent (30%) of
thirty percent (30%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit,
(ii) for units that are restricted for rental to households with incomes of not more than forty
percent (40%) of AMI ("40% Units"), a monthly rent that does not exceed one -twelfth of thirty
percent (30%) of forty percent (40%) of Area Median Income, Adjusted for Family Size
Appropriate for the Unit, and (iii) for units that are restricted for rental to households with
incomes of not more than sixty percent (60%) of AMI ("60% Units"), a monthly rent that does
not exceed one -twelfth of thirty percent (30%) of sixty percent (60%) of Area Median Income,
Adjusted for Family Size Appropriate for the Unit..
"Agency's Authorized Representative" means the City Manager of the City of
Cathedral City.
"Agency Documents" means the DDA, the Memorandum, the Deed of Trust, and
this Agreement.
"Area Median Income" or "AMI" means the median income for Riverside County,
California, adjusted for Actual Household Size, as determined by HUD pursuant to Section 8
of the United States Housing Act of 1937 and as published from time to time by the State of
California Department of Housing and Community Development ("HCD") in Section 6932
of Title 25 of the California Code of Regulations or successor provision.
"Claims" means collectively, liabilities, losses, costs, expenses (including without
limitation attorneys' fees and costs of litigation), claims, demands, actions, suits, judicial or
administrative proceedings, penalties, deficiencies, fines, orders, and damages.
"DDA" is defined in Recital B.
"Deed of Trust" is defined in Recital E.
3
OAK #4845-2990-1670 v5
"Eligible Household" means a household for which household Gross Income upon
initial occupancy does not exceed the maximum income level for a Restricted Unit as specified
in Section 2.2 and Exhibit B and which includes at least one member who is a veteran.
"Gross Income" shall have the meaning set forth in Section 6914 of Title 25 of the
California Code of Regulations as such section may be revised from time to time.
"HUD" means the U.S. Department of Housing and Urban Development.
"Indemnitees" means collectively, the City, the Agency, and their respective elected and
appointed officers, officials, employees, agents, consultants, contractors and representatives.
"Marketing and Management Plan" is defined in Section 6.5.
"Official Records" means the Official Records of the Riverside County Recorder.
"Rent Restricted" is defined in Section 2.2.
"Restricted Unit" means a dwelling unit that is reserved for occupancy at an Affordable
Rent by Eligible Households of specified household income levels as set forth in Section 2.2 and
Exhibit B.
"UHC" is defined in Recital B.
2. Use and Affordability Restrictions. Owner hereby covenants and agrees, for itself and its
successors and assigns, that throughout the term of this Agreement (as defined in Section 4.1
below), the Property shall be used solely for residential occupancy by Eligible Households in
compliance with the DDA and the requirements set forth in this Agreement. Owner represents
and warrants that it has not entered into any agreement that would restrict or compromise its ability
to comply with the occupancy and affordability restrictions set forth in this Agreement, and Owner
covenants that it shall not enter into any agreement that is inconsistent with such restrictions
without the express written consent of Agency.
2.1 Veterans Housing, Social Services. Owner shall ensure that the following
supportive services will be available to residents of the Property:
and Owner shall provide or arrange for the provision of supportive services to residents of the
Property in accordance with the Plan described in Section 6.5 below.
2.2 Affordability and Occupancy Requirements; Section 8. Throughout the term of
this Agreement (as defined in Section 4.1 below): (i) not less than twenty (20) of the residential
units in the Project shall be both Rent Restricted and occupied (or if vacant, available for
occupancy) by Eligible Households whose household Gross Income is no greater than thirty
percent (30%) of AMI, (ii) not less than ten (10) additional residential units in the Project shall
be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible
Households whose household Gross Income is no greater than forty percent (40%) of AMI, and
(iii) not less than twenty-nine (29) additional residential units in the Project shall be both Rent
Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose
4
OAK #4845-2990-1670 v5
household Gross Income is no greater than sixty percent (60%) of AMI. A dwelling unit shall
qualify as "Rent Restricted" if the gross rent charged for such unit does not exceed the
Affordable Rent for the applicable household income category as specified in this Section. One
(1) of the residential units in the Project shall be a manager's unit that will not be subject to rent
or occupancy restrictions. If necessary to ensure Project feasibility, the Authorized
Representative is authorized to approve modifications to the foregoing affordability restrictions
provided that all residential units except the manager's unit shall be available at Affordable Rents
to households whose income is no greater than sixty percent (60%) of Area Median Income.
Notwithstanding any contrary provision of this Agreement, if other Project lenders,
Project investors, or regulatory agencies restrict a greater number of units than restricted by this
Agreement or require stricter household income eligibility or affordability requirements than
those imposed hereby, the requirements (including without limitation, the rent and occupancy
requirements imposed in connection with the use of project based Section 8 vouchers, housing
choice vouchers, or other rent subsidies) of such other lenders, investors or regulatory agencies
shall prevail. Without limiting the generality of the foregoing, if any residential units in the
Project are subsidized with Section 8 project -based vouchers through a Housing Assistance
Payment Contract with HUD, the rules and regulations applicable to such program shall prevail
with respect to the setting of rents, implementation of occupancy requirements, and
determination of household Gross Income for such units.
2.3 Rents for Restricted Units. For all Restricted Units, rents shall be limited to
Affordable Rents for households of the applicable income limit in accordance with Section 2.2
and Exhibit B. The Restricted Units shall be allocated among affordability categories as set
forth in Section 2.2 and Exhibit B. Notwithstanding the foregoing, no tenant qualifying for a
Restricted Unit shall be denied continued occupancy of a unit in the Project because, after
admission, such tenant's household income increases to exceed the qualifying limit for such
Restricted Unit. A household which at initial occupancy qualifies in a particular income category
shall be treated as continuing to be of such income category so long as the household's Gross
Income does not exceed one hundred forty percent (140%) of the applicable income limit. In the
event the household Gross Income of a household that qualified at the applicable income limit at
initial occupancy exceeds the applicable income limit for a unit, that unit will continue to be
considered as satisfying the applicable income limit if the unit remains Rent -Restricted.
In the event that recertification of tenant incomes indicates that the number of Restricted
Units actually occupied by Eligible Households falls below the number reserved for each income
group as specified in this Section 2.2 and Exhibit B, Owner shall rectify the condition by renting
the next available dwelling unit(s) in the Project to Eligible Household(s) until the required
income mix is achieved.
If upon income recertification, a tenant household's income exceeds 80% of AMI
Adjusted for Actual Household Size, Owner may increase rent for such tenant to the lowest of
the following: (a) 30% of the tenant household's Gross Income, (b) the maximum rent allowed
under any affordability restrictions imposed by other Project lenders, and (c) if the Project has
been allocated low-income housing tax credits, the maximum rent allowed by Section 42 of the
Internal Revenue Code of 1986.
5
OAK #4845-2990-1670 v5
In the event of inconsistency between the provisions of this Section 2.3 and the rules
applicable to the Project in connection with low-income housing tax credits, the rules applicable
to low-income housing tax credits shall prevail.
2.4 Manager's Unit. One (1) dwelling unit in the Project may be used as a resident
manager's unit, and shall be exempt from the occupancy and rent restrictions set forth in this
Agreement.
2.5 No Condominium Conversion. Owner shall not convert the residential units in the
Project to condominium or cooperative ownership or sell condominium or cooperative rights to the
residential units in the Project during the term of this Agreement.
2.6 Non -Discrimination; Compliance with Fair Housing Laws.
2.6.1 Intentionally omitted.
2.6.2 Fair Housing; Section 8 Vouchers. Owner shall comply with state and
federal fair housing laws in the marketing and rental of the units in the Project. Owner shall
accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of
federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or
any successor thereto.
2.6.3 Non -Discrimination. Owner shall not restrict the rental, sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on
the basis of race, color, religion, creed, sex, sexual orientation, gender identity, disability, marital
status, ancestry, age, or national origin of any person. Owner covenants for itself and all persons
claiming under or through it, and this Agreement is made and accepted upon and subject to the
condition 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 rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property
or part thereof, nor shall Owner or any person claiming under or through Owner establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in, of, or for the Property or part thereof. Owner shall include such provision in all
deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same
diligently and in good faith.
All deeds, leases, and contracts pertaining to management of the Project, made or
entered into by Owner, its successors or assigns, as to any portion of the Property or the
Improvements shall contain the following language:
(a) (1) In Deeds, the following language shall appear:
6
OAK #4845-2990-1670 v5
Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a 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
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land."
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1).
(b) (1) In Leases, the following language shall appear:
The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1).
7
OAK #4845-2990-1670 v5
(c) In Contracts pertaining to management of the Project, the following
language, or substantially similar language prohibiting discrimination and
segregation shall appear:
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 property nor shall the transferee or any
person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1).
2.7 Intentionally omitted.
3. Reporting Requirements; Access to Information; Inspections:, Annual Monitoring Fee.
3.1 Tenant Certification. Owner or Owner's authorized agent shall obtain from each
prospective tenant prior to initial occupancy of each Restricted Unit, and on every anniversary
thereafter, a written certificate containing all of the following in such format and with such
supporting documentation as Agency may reasonably require:
(i) The identity of each household member;
(ii) The total household Gross Income; and
(iii) The basis upon which each household qualifies as an Eligible Household.
Owner shall retain such certificates for not less than five (5) years, and upon Agency's request,
shall provide copies of such certificates to Agency and make the originals available for Agency
inspection.
3.2 Annual Report; Inspections. Following completion of construction of the Project,
by not later than April 1 of each year during the term of this Agreement, Owner shall submit an
annual report ("Annual Report") to the Agency in form satisfactory to Agency, together with a
certification that the Project is in compliance with the affordability restrictions and occupancy
8
OAK #4845-2990-1670 v5
requirements of this Agreement. The Annual Report shall, at a minimum, include the following
information for each dwelling unit in the Project: (i) unit number; (ii) number of bedrooms; (iii)
current rent, utility, and other charges; (iv) dates of any vacancies during the previous year; (v)
number of people residing in the unit; (vi) total household Gross Income of residents; (vii)
documentation of source of household income; (viii) lease commencement and termination dates,
(ix) initial move -in date, and (x) the information required by Section 3.1.
Owner shall include with the Annual Report, an income recertification for each
household, documentation verifying tenant eligibility, and such additional information as Agency
may reasonably request from time to time in order to demonstrate compliance with this
Agreement. The Annual Report shall conform to the format requested by Agency; provided
however, during such time that the Project is subject to a regulatory agreement restricting
occupancy and/or rents pursuant to requirements imposed in connection with the use of state or
federal low-income housing tax credits or tax-exempt bond financing, Owner may satisfy the
requirements of this Section that pertain to tenant income certification and rents by providing
Agency with a copy of compliance reports required in connection with such financing.
In addition to the information described above, the Annual Report shall include the
following:
(i) A Project income and expense statement for the reporting period;
(ii) Proposed annual budget for the next fiscal year which sets forth Owner's
estimate of operating income, operating expenses and debt service for the year, amounts payable
to reserves and proposed rent adjustments;
(iii) Information on the status of the waiting list for units, including the number
of households on the list;
(iv) A report on the operating reserve and replacement reserve accounts
summarizing draws of such funds and remaining balances;
(v) A report summarizing any significant repairs or maintenance undertaken
for the Project, and describing any remaining physical defects to be corrected and the budget for
such work;
(vi) A financial audit of the books and records of the Project prepared in
accordance with generally accepted auditing standards by an independent certified public
accountant.
(vii) Agency may from time to time request additional or different information,
and Owner shall promptly supply such information in the reports required hereunder.
3.3. Maintenance of Records.
3.3.1 Owner shall maintain all records regarding the construction of the Project
for five (5) years after final payment and all other pending matters are closed. Owner shall also
9
OAK #4845-2990-1670 v5
maintain tenant leases, income certifications and other matters related to the leasing of the
Project for a period of five (5) years after the final date of occupancy by the tenant.
3.3.2 Records must be kept accurate and up-to-date. Agency shall notify Owner
of any records it deems insufficient. Owner shall have fifteen (15) calendar days from such
notice to correct any specified deficiency in the records, or, if more than fifteen (15) days shall be
reasonably necessary to correct the deficiency, Owner shall begin to correct the deficiency within
fifteen (15) days and diligently pursue the correction of the deficiency as soon as reasonably
possible.
3.4 Access to Records; Inspections.
3.4.1 With at least 48 -hours' notice, during normal business hours, Owner shall
provide Agency and its authorized agents and representatives access to the books, documents,
papers and records of the Project for the purpose of making audits, examinations, excerpts and
transcriptions.
3.4.2 With at least 48 -hours' notice, during normal business hours and as often
as may be deemed necessary, Agency and its authorized agents and representatives shall be
permitted access to and the right to examine the Project and the Property and to interview tenants
and employees of the Project, for the purpose of verifying compliance with applicable regulations
and compliance with the conditions of this Agreement and the other Agency Documents.
3.5 Monitoring Fee. Owner shall be obligated to pay to Agency an annual Affordable
Housing Monitoring Fee in the amount of $70 per unit for each residential unit in the Project that
is subject to the affordability restrictions set forth in the Regulatory Agreement. This per-unit fee
is payable at initial lease -up of each residential unit, upon each annual review, and upon re -
occupancy of any residential unit. The Agency will not charge an annual monitoring fee in the
same year that the Agency charges a fee in connection with the initial lease -up. All monitoring
fees shall be payable to Agency within fifteen (15) days following Agency's written request for
payment, and Agency shall have the right to file a lien against the Property if such fees are not
paid within thirty (30) days of such written request. Beginning in the third year after the
Agency's issuance of a final certificate of occupancy or equivalent for the Project, the annual
compliance monitoring fee will increase annually by the percentage increase in the Consumer
Price Index -Urban (CPI -U) for the Riverside -San Bernardino -Ontario, California area over the
prior year. In the event that in any year there is insufficient Project cash flow available to pay
the annual monitoring fee, the Agency will permit the fee to be deferred. Any deferred amounts
shall accrue and shall be payable from future Project cash flow.
10
OAK #4845-2990-1670 v5
4. Term of Agreement.
4.1 Term of Restrictions. This Agreement shall remain in effect until the fifty-fifth
(55`h) anniversary of the date upon which the Agency issues a final certificate of occupancy or
equivalent for the Project. If such date cannot be ascertained, the term of this Agreement shall
end on the fifty-seventh (57`h) anniversary of the Effective Date of this Agreement.
4.2 Effectiveness Succeeds Conveyance of Property. This Agreement shall remain
effective and fully binding for the full term hereof regardless of (i) any sale, assignment, transfer,
or conveyance of the Project or the Property, or any part thereof or interest therein, or (ii) any
reconveyance of the Deed of Trust.
4.3 Reconveyance. Upon the termination of this Agreement, the Parties agree to
execute and record appropriate instruments to release and discharge this Agreement; provided,
however, the execution and recordation of such instruments shall not be necessary or a
prerequisite to the termination of this Agreement upon the expiration of the term.
5. Binding Upon Successors; Covenants to Run with the Land. Owner hereby subjects
its interest in the Property and the Project to the covenants and restrictions set forth in this
Agreement. The Agency and Owner hereby declare their express intent that the covenants and
restrictions set forth herein shall be deemed covenants running with the land and shall be binding
upon and inure to the benefit of the heirs, administrators, executors, successors in interest,
transferees, and assigns of Owner and Agency, regardless of any sale, assignment, conveyance or
transfer of the Property, the Project or any part thereof or interest therein. Any successor -in -interest
to Owner, including without limitation any purchaser, transferee or lessee of the Property or the
Project (other than the tenants of the individual dwelling units within the Project) shall be subject
to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and
every contract, deed, ground lease or other instrument affecting or conveying the Property or the
Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted
subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether
such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease
or other instrument. If any such contract, deed, ground lease or other instrument has been
executed prior to the date hereof, Owner hereby covenants to obtain and deliver to Agency an
instrument in recordable form signed by the parties to such contract, deed, ground lease or other
instrument pursuant to which such parties acknowledge and accept this Agreement and agree to
be bound hereby. Owner agrees for itself and for its successors that in the event that a court of
competent jurisdiction determines that the covenants herein do not run with the land, such
covenants shall be enforced as equitable servitudes against the Property and the Project in favor
of Agency.
6. Property Management., Repair and Maintenance; Marketing; Reserves; Supportive
Services.
6.1 Management Responsibilities. Owner shall be responsible for all management
functions with respect to the Property and the Project, including without limitation the
selection of tenants, certification and recertification of household income and eligibility,
evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary
11
OAK #4845-2990-1670 v5
repairs, replacement of capital items, and security. Agency shall have no responsibility for
management or maintenance of the Property or the Project.
6.2 Management Entity; Social Service Provider. Agency shall have the right to
review and approve the qualifications of the management entity and the social services
provider proposed by Owner for the Project, and shall have the right to review and approve any
property management agreement and social services agreement executed between Owner and
such entities. which approvals shall not be unreasonably withheld. The contracting of
management services to a management entity shall not relieve Owner of its primary
responsibility for proper performance of management duties. Agency hereby approves Hyder
and Company, a California corporation, as the initial management entity for the Project and
Lighthouse, a California nonprofit corporation, as the initial social services provider for the
Project. Any subsequent management entity or social services provider shall be subject to
Agency review and approval, which shall not be unreasonably withheld or delayed. Upon
Agency determination and delivery of written notice to Owner that Owner has failed to operate
the Project in accordance with this Agreement, Agency may require Owner to contract with a
qualified management agent selected by Agency and approved by the Project lender and equity
investor, to operate the Project, or to make such other arrangements as Agency deems necessary
to ensure performance of the required functions.
6.3 Repair, Maintenance and Security. Throughout the term of this Agreement,
Owner shall at its own expense, maintain the Property and the Project in good physical condition,
in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in
conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations.
Without limiting the foregoing, Owner agrees to maintain the Project and the Property (including
without limitation, the residential units, common areas, meeting rooms, landscaping, driveways,
parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained
landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take
all reasonable steps to prevent the same from occurring on the Property or at the Project. Owner
shall prevent and/or rectify any physical deterioration of the Property and the Project and
shall make all repairs, renewals and replacements necessary to keep the Property and the
improvements located thereon in good condition and repair. Owner shall provide adequate
security measures for the Project, including without limitation, the installation of adequate
lighting and deadbolt locks.
6.3.1 Additional Requirements. All construction/rehabilitation work and
professional services for the Project shall be performed by persons or entities licensed or
otherwise authorized to perform the applicable work or service in the State of California and
shall have a current City of Cathedral City business license if required under local law. To the
extent allowed by state and federal laws, Owner shall limit the installation of satellite dish,
antenna and other such equipment to screened locations on the Property as approved by the
Agency. Owner shall diligently work to resolve complaints related to noise, parking, litter or
other neighborhood concerns.
6.4 Agency's Right to Perform Maintenance. In the event that Owner breaches any of
the covenants contained in Section 6.3, and such default continues for a period of ten (10) days
12
OAK #4845-2990-1670 v5
after written notice from Agency (with respect to graffiti, debris, and waste material) or thirty
(30) days after written notice from Agency (with respect to landscaping, building improvements
and general maintenance), then Agency, in addition to any other remedy it may have under this
Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the
Property and perform all acts and work necessary to protect, maintain, and preserve the
improvements and the landscaped areas on the Property. All costs expended by Agency in
connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and
shall be paid by Owner to Agency upon demand. All such sums remaining unpaid thirty (30)
days following delivery of Agency's invoice therefor shall bear interest at the lesser of 10% per
annum or the highest rate permitted by applicable law. Agency shall have a lien against the
Property for the amount of such unpaid sums, and shall have the right to record a Notice of Claim
of Lien against the Property.
6.5 Marketing and Management Plan; Rental Agreements. Not later than ninety
(90) days following commencement of construction work on the Project, Owner shall
submit for Agency review and approval, a plan for marketing and managing the Property
("Marketing and Management Plan" or "Plan"). The Marketing and Management Plan shall
address in detail how Owner plans to market the Project to prospective Eligible Households in
accordance with fair housing laws and this Agreement, Owner's tenant selection criteria, and how
Owner plans to certify the eligibility of Eligible Households. The Plan shall also describe the
management team and shall address how the Owner and the management entity plan to manage
and maintain the Property and the Project. The Plan shall include the proposed management
agreement and the form of rental agreement that Owner proposes to enter into with Project
tenants. In addition, the Plan shall include information regarding the qualifications of the
proposed social services provider, a copy of the proposed social services agreement, and a
description of the services to be provided to residents. Owner shall abide by the terms of the
approved Marketing and Management Plan in marketing, managing, and maintaining the Property
and the Project, and throughout the term of this Agreement, shall submit proposed modifications
to Agency for review and approval.
In addition to the foregoing, the Marketing and Management Plan shall address the
following:
(a) The actions to be taken by Owner to affirmatively market units in
compliance with fair housing laws and in compliance with Agency's policies and
procedures, including the policies described in Section 2.6 above;
(b) Criteria for determining tenant eligibility, including certification of
household income and size, and establishing reasonable occupancy standards (which shall
not exceed standards established by state and federal fair housing laws and state housing
and building codes), and procedures for screening prospective tenants, including
obtaining credit reports, unlawful detainer reports, landlord references, and criminal
background investigations;
(c) A requirement that eligible tenants be selected based on order of
application, lottery or other reasonable method approved by Agency;
13
OAK #4845-2990-1670 v5
(d) A requirement that eligible applicants be notified of eligibility and be
provided an estimate regarding when a unit may be available;
(e) A requirement that ineligible applicants be notified of the reason for their
ineligibility;
(f) Specific procedures through which applicants deemed to be ineligible may
appeal this determination;
(g) Maintenance of a waiting list of eligible applicants;
(h) Specific procedures for obtaining documentation regarding prospective
tenants' incomes, as necessary, to certify that such income does not exceed income limits;
(i) Specific procedures for certification and recertification of household
incomes and procedures for handling over -income tenants;
(j) A requirement that a written rental agreement (in form approved by
Agency) be executed with each Eligible Household selected to occupy a unit;
(k) A detailed listing of reasonable rules of conduct and occupancy which
shall be in writing, shall be consistent with federal and state law, and shall be provided to
each tenant upon occupancy;
(1) A requirement that there be no storage on balconies and patios and that
tenants must keep all balconies, patios and other exterior areas neat, clean and clutter free,
including no clotheslines or laundry;
(m) A parking management plan which details, among other things, how
parking spaces will be assigned, how guest parking will be handled and how parking will
be managed to encourage tenants to use their assigned parking spaces;
(n) Procedures for maintenance and management of the Project;
(o) Procedures for dealing with tenant or neighborhood issues or concerns;
(p) Procedures for maintaining a reserve account, budgeting for maintenance
and repair needs as well as long-term rehabilitation needs, and handling net cash flow;
and
(q) Such other requirements and criteria/procedures as Agency may
reasonably determine appropriate.
6.6 Approval of Amendments. If Agency has not responded to any submission of the
Management and Marketing Plan, the proposed management entity, the proposed management
14
OAK #4845-2990-1670 v5
agreement, or a proposed amendment or change to any of the foregoing within sixty (60) days
following Agency's receipt of such plan, proposal, agreement or amendment, the plan, proposal,
agreement, or amendment shall be deemed approved by Agency.
6.7 Fees, Taxes, and Other Levies. Owner shall be responsible for payment of all fees,
assessments, taxes, charges, liens and levies applicable to the Property or the Project, including
without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall
pay such charges prior to delinquency. However, Owner shall not be required to pay any such
charge so long as (a) Owner is contesting such charge in good faith and by appropriate
proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on
final determination of the proceeding or contest, Owner immediately pays or discharges any
decision or judgment rendered against it, together with all costs, charges and interest. The
foregoing is not intended to impair Owner's ability to apply for any applicable exemption from
property taxes or other assessments and fees.
6.8 Insurance Coverage. Throughout the term of this Agreement Owner shall comply
with the insurance requirements set forth in Exhibit C, and shall, at Owner's expense, maintain in
full force and effect insurance coverage as specified in Exhibit C.
6.9 Property Damage or Destruction. If any part of the Project is damaged or
destroyed, Owner shall repair or restore the same, consistent with the occupancy and rent
restriction requirements set forth in this Agreement. Such work shall be commenced as soon
as reasonably practicable after the damage or loss occurs and shall be completed within one
year thereafter or as soon as reasonably practicable, provided that insurance proceeds are
available to be applied to such repairs or restoration within such period and the repair or
restoration is financially feasible. During such time that lenders or low-income housing tax
credit investors providing financing for the Project impose requirements that differ from the
requirements of this Section the requirements of such lenders and investors shall prevail.
6.10 Reserves. Owner shall establish and maintain operating and replacement reserves
in the amounts required by Project lenders and investors. Agency's advance written consent
shall be required for withdrawals from reserves for non -routine expenses exceeding the sum of
$20,000.
7. Recordation; Subordination. This Agreement shall be recorded in the Official Records.
The Agency agrees that the Agency will not withhold consent to reasonable requests for
subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in
the Financing Plan submitted to, and approved by, Agency for the Project, as such plan may be
updated with Agency approval, provided that the instruments effecting such subordination
include reasonable protections to the Agency in the event of default, including without limitation,
extended notice and cure rights.
8. Transfer and Encumbrance.
8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement,
except as permitted pursuant to the DDA or this Agreement, Owner shall not directly or
15
OAK #4845-2990-1670 v5
indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial
sale, transfer, conveyance, assignment or lease (collectively, "Transfer") of the whole or any
part of the Property, the Project, or the improvements located on the Property, without the prior
written consent of the Agency, which approval shall not be unreasonably withheld. In addition,
prior to the expiration of the term of this Agreement, except as expressly permitted by this
Agreement or the DDA, Owner shall not undergo any significant change of ownership without
the prior written approval of Agency. For purposes of this Agreement, a "significant change of
ownership" shall mean a transfer of the beneficial interest of more than twenty-five percent
(25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into
account on a cumulative basis; provided however, neither the admission of an investor limited
partner, nor the transfer by the investor limited partner to subsequent limited partners shall be
restricted by this provision.
8.2 Permitted Transfers. Notwithstanding any contrary provision of the Agency
Documents, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the
granting of easements or permits to facilitate development of the Property; (ii) the dedication of
any property required pursuant to the DDA; (iii) the lease of commercial space, and the lease of
individual dwelling units to tenants for occupancy as their principal residence in accordance with
this Agreement; (iv) assignments creating security interests for the purpose of financing the
acquisition, construction, or permanent financing of the Project or the Property in accordance
with the Financing Plan approved by Agency, or Transfers directly resulting from the foreclosure
of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to a tax-
exempt entity under the direct control of or under common control with UHC; (vi) a Transfer to a
limited partnership in which UHC or a wholly -controlled a tax-exempt affiliate of UHC is the
managing general partner ("Approved Partnership"); (vii) the admission of limited partners and
any transfer of limited partnership interests in accordance with Owner's, or the Approved
Partnership's, as applicable, agreement of limited partnership (the "Partnership Agreement");
(viii) the removal of the general partner by the investor limited partner for cause in accordance
with the terms of the Partnership Agreement, provided that the replacement general partner is an
entity reasonably satisfactory to Agency or is an affiliate of the investor limited partner that will
serve as general partner for an interim period of no more than 180 days during which time a
permanent replacement general partner reasonably satisfactory to Agency shall be identified and
admitted; or (ix) the transfer of the general partner's interest to a nonprofit entity that is tax-
exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or to an
entity wholly-owned thereby), provided such replacement general partner is reasonably
satisfactory to Agency.
8.3 Requirements for Proposed Transfers. The Agency may, in the exercise of its sole
discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or
part thereof if all of the following requirements are met (provided however, the requirements of
this Section 8.3 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), and (vii) of
Section 8.2, and solely with respect to (a) the removal of the general partner by the investor
limited partner for a default under the Partnership Agreement, and (b) the replacement of the
general partner with an affiliate of the investor limited partner for an interim period of not more
than 180 days, clause (viii) of Section 8.2 (provided that the provisions of this Section 8.3 shall
apply to the selection of a replacement general partner in the event of a removal of the general
16
OAK #4845-2990-1670 v5
partner in accordance with clause (viii) of Section 8.2):
(i) The proposed transferee demonstrates to the Agency's satisfaction that it
has the qualifications, experience and financial resources necessary and adequate as may be
reasonably determined by the Agency to competently complete construction and manage the
Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement.
(ii) The Owner and the proposed transferee shall submit for Agency review
and approval all instruments and other legal documents proposed to effect any Transfer of all or
any part of or interest in the Property, the Improvements or this Agreement together with such
documentation of the proposed transferee's qualifications and development capacity as the
Agency may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and
obligations of the Owner under this Agreement and the other Agency Documents arising after the
effective date of the Transfer and all obligations of Owner arising prior to the effective date of
the Transfer (unless Owner expressly remains responsible for such obligations) and shall agree to
be subject to and assume all of Owner's obligations pursuant to the Conditions of Approval and
all other conditions, and restrictions set forth in this Agreement.
(iv) The Transfer shall be effectuated pursuant to a written instrument
satisfactory to the Agency in form recordable in the Official Records.
Consent to any proposed Transfer may be given by the Agency's Authorized
Representative unless the Agency's Authorized Representative, in his or her discretion, refers the
matter of approval to the City Council. If the Agency has not rejected a proposed Transfer or
requested additional information regarding a proposed Transfer in writing within forty-five (45)
days following Agency's receipt of written request by Owner, the proposed Transfer shall be
deemed approved.
8.4 Effect of Transfer without Agency Consent. In the absence of specific written
agreement by the Agency, no Transfer of the Property or the Project shall be deemed to relieve
the Owner or any other party from any obligation under this Agreement. It shall be an Event of
Default hereunder entitling Agency to pursue remedies including without limitation, foreclosure
under the Deed of Trust if without the prior written approval of the Agency, Owner assigns or
Transfers this Agreement, the Improvements, or the Property in violation of Section 8. This
Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), and (vii) of Section
8.2 and solely with respect to (a) the removal of the general partner by the investor limited
partner for a default under the Partnership Agreement, and (b) the replacement of the general
partner with an affiliate of the investor limited partner for an interim period of not more than 180
days, clause (viii) of Section 8.2.
8.5 Recovery of Agency Costs. Owner shall reimburse Agency for all Agency costs,
including but not limited to reasonable attorneys' fees, incurred in reviewing instruments and
other legal documents proposed to effect a Transfer under this Agreement and in reviewing the
qualifications and financial resources of a proposed successor, assignee, or transferee within ten
(10) days following Agency's delivery to Owner of an invoice detailing such costs.
17
OAK #4845-2990-1670 v5
8.6 Encumbrances. Owner agrees to use best efforts to ensure that all deeds of trust
or other security instruments and any applicable subordination agreement recorded against the
Property, the Project or part thereof for the benefit of a lender other than Agency ("Third -Party
Lender") shall contain each of the following provisions: (i) Third -Party Lender shall use its best
efforts to provide to Agency a copy of any notice of default issued to Owner concurrently with
provision of such notice to Owner; (ii) Agency shall have the reasonable right, but not the
obligation, to cure any default by Owner within the same period of time provided to Owner for
such cure extended by an additional ninety (90) days; (iii) provided that Agency has cured any
default under Third -Party Lender's deed of trust and other loan documents, Agency shall have
the right to foreclose the Deed of Trust, and take title to the Property and the Project without
acceleration of Third -Party Lender's debt; and (iv) Agency shall have the right to transfer the
Property and the Project without acceleration of Third -Party Lender's debt to a nonprofit
corporation or other entity which shall own and operate the Project as an affordable rental
housing development, subject to the prior written consent of the Third -Party Lender. Owner
agrees to provide to Agency a copy of any notice of default Owner receives from any Third -Party
Lender within three (3) business days following Owner's receipt thereof.
8.7 Mortgagee Protection. No violation of any provision contained herein shall defeat
or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon
all or any portion of the Project or the Property, and the purchaser at any trustee's sale or
foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the
acquisition of title by such purchaser. Unless this Agreement is subordinated in accordance with
Section 7 above, such purchaser shall be bound by and subject to this Agreement from and after
such trustee's sale or foreclosure sale. Promptly upon determining that a violation of this
Agreement has occurred, Agency shall give written notice to the holders of record of any
mortgages or deeds of trust encumbering the Project or the Property that such violation has
occurred.
9. Default and Remedies.
9.1 Events of Default. The occurrence of any one or more of the following events
shall constitute an event of default hereunder ("Event of Default"):
(i) The occurrence of a Transfer in violation of Section 8 hereof;
(ii) Owner's failure to maintain insurance on the Property and the Project as
required hereunder, and the failure of Owner to cure such default within five (5) days;
(iii) Subject to Owner's right to contest the following charges, Owner's failure
to pay taxes or assessments due on the Property or the Project or failure to pay any other charge
that may result in a lien on the Property or the Project, and Owner's failure to cure such default
within twenty (20) days of delinquency, but in all events prior to the date upon which the holder
of any such lien has the right to foreclose thereon;
(iv) A default arises under any loan secured by a mortgage, deed of trust or
other security instrument recorded against the Property and remains uncured beyond any
18
OAK #4845-2990-1670 v5
applicable cure period such that the holder of such security instrument has the right to accelerate
repayment of such loan;
(v) A default arises under the DDA or the Deed of Trust, that remains uncured
beyond the expiration of any applicable cure period; or
(vi) Owner's default in the performance of any term, provision or covenant
under this Agreement (other than an obligation enumerated in this Section 9.1), and unless such
provision specifies a shorter cure period for such default, the continuation of such default for ten
(10) days in the event of a monetary default or thirty (30) days in the event of a non -monetary
default following the date upon which Agency shall have given written notice of the default to
Owner, or if the nature of any such non -monetary default is such that it cannot be cured within
thirty (30) days, Owner's failure to commence to cure the default within thirty (30) days and
thereafter prosecute the curing of such default to completion with due diligence and in good faith
but in no event longer than ninety (90) days from receipt of the notice of default.
The limited partners of Owner shall have the right to cure any default of Owner hereunder
upon the same terms and conditions afforded to Owner; provided however, if the default is of
such nature that the limited partners reasonably determine that it is necessary to replace the
general partner of Owner in order to cure such default, then the cure period shall be extended by
an additional sixty (60) days after the removal and replacement of such general partner, provided
that the limited partners have promptly commenced and diligently proceeded with all requisite
actions to effect such removal and replacement. Agency shall provide a copy of any notice of
default hereunder to the limited partners at the address set forth in Section 11.3 hereof, or to such
other address provided to the Agency in writing, concurrently with the provision of such notice to
Owner.
9.2 Remedies. Upon the occurrence of an Event of Default and its continuation
beyond any applicable cure period, Agency may proceed with any of the following remedies:
(i) Bring an action for equitable relief seeking the specific performance of the terms
and conditions of this Agreement, and/or enjoining, abating, or preventing any
violation of such terms and conditions, and/or seeking declaratory relief;
(ii) Proceed with foreclosure under the Deed of Trust;
(iii) For violations of obligations with respect to rents for Restricted Units, impose a
charge in an amount equal to the actual amount collected in excess of the
Affordable Rent; or
(iv) Pursue any other remedy allowed under the Agency Documents or at law or in
equity.
Each of the remedies provided herein is cumulative and not exclusive. The Agency may
exercise from time to time any rights and remedies available to it under applicable law or in
equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this
Agreement.
19
OAK #4845-2990-1670 v5
10. Indemnity. To the greatest extent permitted by law, Owner shall indemnify, defend (with
counsel approved by Agency) and hold the Indemnitees harmless from and against all Claims
arising directly or indirectly, in whole or in part, as a result of or in connection with Owner's
construction, management, or operation of the Property and the Project, or Owner's employees',
agents', contractors', or subcontractors' failure to comply with applicable law, including without
limitation state and federal fair housing laws, or failure to perform any obligation as and when
required by this Agreement. Owner's indemnification obligations under this Section 10 shall not
extend to Claims to the extent resulting from the gross negligence or willful misconduct of
Indemnitees. The provisions of this Section 10 shall survive the expiration or earlier termination
of this Agreement.
10.1 Terms Applicable to Indemnity Provisions. The terms set forth in this Section
10.1 shall apply to all provisions of this Agreement that pertain to Owner's obligations to
indemnify Agency and the other Indemnitees, including without limitation, Section 10. In
connection with each such provision, all of the following shall apply:
(a) Agency does not and shall not waive any rights that it may have by reason of any
indemnity and hold harmless provision set forth in this Agreement because of the acceptance by
Agency, or the deposit with Agency by Owner, of any of the insurance policies described in this
Agreement.
(b) Owner's obligation to indemnify the Indemnitees shall not be limited or impaired
by any of the following: (i) any amendment or modification of any Agency Document; (ii) any
extensions of time for performance required by any Agency Document; (iii) any provision in any
of the Agency Documents limiting Agency's recourse to property securing the Secured
Obligations (as defined in the Deed of Trust), or limiting the personal liability of Owner, or any
other party under the Agency Documents; (iv) the accuracy or inaccuracy of any representation
and warranty made by Owner under this Agreement or by Owner or any other party under any
Agency Document, (v) the release of Owner or any other person, by Agency or by operation of
law, from performance of any obligation under any Agency Document; (vi) the release or
substitution in whole or in part of any security; and (vii) Agency's failure to properly perfect any
lien or security interest given as security for performance of Developer's obligations under the
Agency Documents.
(c) The obligations of Owner to indemnify the Indemnitees shall survive any
foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and
any release of record of the lien of the Deed of Trust or this Agreement.
11. Miscellaneous.
11.1 Amendments. This Agreement may be amended or modified only by a written
instrument signed by both Parties and recorded in the Official Records.
11.2 No Waiver. Any waiver by Agency of any term or provision of this Agreement
must be in writing. No waiver shall be implied from any delay or failure by Agency to take
20
OAK #4845-2990-1670 v5
action on any breach or default hereunder or to pursue any remedy allowed under this Agreement
or applicable law. No failure or delay by Agency at any time to require strict performance by
Owner of any provision of this Agreement or to exercise any election contained herein or any
right, power or remedy hereunder shall be construed as a waiver of any other provision or any
succeeding breach of the same or any other provision hereof or a relinquishment for the future of
such election.
11.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to
this Agreement shall be made in writing, and sent to the Parties at their respective addresses
specified below or to such other address as a Party may designate by written notice delivered to
the other parties in accordance with this Section. All such notices shall be sent by: (i) personal
delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return
receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is
confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges
prepaid or charged to the sender's account, in which case notice is effective on delivery if
delivery is confirmed by the delivery service.
Agency: City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Manager
Owner:
, L.P.
c/o Urban Housing Communities, LLC
2000 E. Fourth Street, #205
Santa Ana, CA 92705
Attention: John F. Bigley
With a copy to:
lkaika Ohana
2000 E. Fourth Street, #205
Santa Ana, CA 92705
Attention: John F. Bigley
11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the
other such other documents and instruments, and take such other actions, as either shall
reasonably request as may be necessary to carry out the intent of this Agreement.
21
OAK #4845-2990-1670 v5
11.5 Parties Not Co -Venturers; Independent Contractor; No Agency Relationship.
Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers,
or principal and agent with one another. The relationship of Owner and Agency shall not be
construed as a joint venture, equity venture, partnership or any other relationship. Agency
neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided
in this Agreement) or to any third party with respect to the Project. Owner and its employees are
not employees of Agency but rather are, and shall always be considered independent contractors.
Furthermore, Owner and its employees shall at no time pretend to be or hold themselves out as
employees or agents of Agency. Except as Agency may specify in writing, Owner shall not have
any authority to act as an agent of Agency or to bind Agency to any obligation.
11.6 Action by the Agency. Except as may be otherwise specifically provided herein,
whenever any approval, notice, direction, consent or request by the Agency is required or
permitted under this Agreement, such action shall be in writing, and such action may be given,
made or taken by the Agency's Authorized Representative or by any person who shall have been
designated by the Agency's Authorized Representative, without further approval by the City
Council.
11.7 Non -Liability of Agency and Agency Officials, Employees and Agents. No
member, official, employee or agent of the Agency shall be personally liable to Owner or any
successor in interest, in the event of any default or breach by the Agency, or for any amount of
money which may become due to Owner or its successor or for any obligation of Agency under
this Agreement.
11.8 Headings; Construction; Statutory References. The headings of the sections and
paragraphs of this Agreement are for convenience only and shall not be used to interpret this
Agreement. The language of this Agreement shall be construed as a whole according to its fair
meaning and not strictly for or against any Party. All references in this Agreement to particular
statutes, regulations, ordinances or resolutions of the United States, the State of California, or the
City of Cathedral City shall be deemed to include the same statute, regulation, ordinance or
resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may
thereafter govern the same subject.
11.9 Time is of the Essence. Time is of the essence in the performance of this
Agreement.
11.10 Governing Law; Venue. This Agreement shall be construed in accordance with
the laws of the State of California without regard to principles of conflicts of law. Any action to
enforce or interpret this Agreement shall be filed and heard in the Superior Court of Riverside
County, California or in the Federal District Court for the Central District of California.
11.11 Attorneys' Fees and Costs. If any legal or administrative action is brought to
interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all
reasonable attorneys' fees and costs incurred in such action.
11.12 Severability. If any provision of this Agreement is held invalid, illegal, or
22
OAK #4845-2990-1670 v5
unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of
the remaining provisions shall not be affected or impaired thereby.
11.13 Entire Agreement; Exhibits. This Agreement, together with the DDA, the Grant
Deed, and the Deed of Trust, contains the entire agreement of Parties with respect to the subject
matter hereof, and supersedes all prior oral or written agreements between the Parties with
respect thereto. Exhibits A through C, attached hereto are incorporated herein by this reference.
11.14 Survival. Owner's obligations pursuant to Section 10, and all other provisions
that expressly so state, shall survive the expiration or termination of this Agreement.
11.15 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ON FOLLOWING PAGE(S).
23
OAK #4845-2990-1670 v5
IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants as of the date first written above.
AGENCY:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing Successor
Agency to the former Redevelopment Agency of the City of Cathedral City
Print Name:
liAA11-(z4 /n e- IA/A )it.)
Title: //l �f 14/174,&,41,,
ATTES
II�•
City Clerk
APPROVED 1TOyORM:
City Attorney
OWNER:
, L.P., a California limited partnership
By:
Its:
OAK #4845-2990-1670 v5
SIGNATURES MUST BE NOTARIZED.
24
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of Califomia, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or Tess.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof described as
follows:
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of the
West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section 16;
Thence, North 00° 16' 31" West, 630 feet;
Thence, North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as Lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page 3, records
of Riverside County, California.
APN: 678-060-004
That portion of the Northwest Quarter of the Southwest Quarter of the Northwest quarter of Section
16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, more particularly described as Lot 106 of Assessor's Map 46 on file in Book
2 Page 3 of Assessor's Maps, Record of Riverside County, California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest % of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West Y of the Northwest % of the Southwest % of the
Northwest % thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book 2 Page 3
of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, in the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East /2 of the Northwest X of the Southwest Y of the
Northwest Y thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or Tess, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East Y2 of the Northwest X of the Southwest Y of the
Northwest X thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion Tying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y2 of the Northwest Y. of the Southwest X of the
Northwest Y. of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or less to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
comer of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
Exhibit B
Number of Units by Unit Size and Targeted Area Median Income (AMI) Levels
Maximum
Household
Income
30%
AMI
40%
AMI
60%
AMI
Sub-
Total
Mgr
Unit
Total
1 -Bedroom
2 -Bedroom
Total
20
10
29
59
1
60
OAK #4845-2990-1670 v5
28
Exhibit C
INSURANCE REQUIREMENTS
Prior to initiating work on the Project and continuing throughout the term of this
Agreement, Owner shall obtain and maintain the following policies of insurance and shall comply
with all provisions set forth in this Exhibit.
(a) Commercial General Liability. A commercial general liability policy with
coverage limits in the amount of the greater of (i) the amounts required by the senior construction
and permanent lenders for the Project, or (ii) One Million Dollars ($1,000,000) each occurrence,
Two Million Dollars ($2,000,000) annual aggregate, together with Five Million Dollars
($5,000,000) excess liability coverage, or such other policy limits as Agency may require in its
reasonable discretion, including coverage for bodily injury, property damage, products, completed
operations and contractual liability coverage. Such policy or policies shall be written on an
occurrence basis and shall name the Indemnitees as additional insureds.
(b) Automobile. Comprehensive automobile liability coverage in the amount of Two
Million Dollars ($2,000,000), combined single limit including coverage for owned and non -
owned vehicles. Automobile liability policies shall name the Indemnitees as additional insureds.
(c) Worker's Compensation; Employer's Liability. Owner shall furnish or cause to be
furnished to Agency evidence satisfactory to Agency that Owner and any contractor with whom
Owner has contracted for the performance of work on the Property or otherwise pursuant to this
Agreement carries workers' compensation insurance as required by law and Employer's Liability
insurance in a minimum amount of Two Million Dollars ($2,000,000) per accident.
(d) Builder's Risk. Upon commencement of construction and continuing until
issuance of a Certificate of Completion, Owner and all contractors working on behalf of Owner
shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable
cost of the Project on a replacement cost basis naming Agency as loss payee as its interests may
appear.
(e) Professional Liability/Errors and Omissions. Professional Liability/Errors and
Omissions insurance as appropriate for design/build operations with limits not less than One
Million Dollars ($1,000,000) each claim. If the professional liability/errors and omissions
insurance is written on a claims made form: (i) the retroactive date must be shown and must be
before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be
provided for at least three (3) years after completion of Project construction, and (iii) if coverage
is cancelled or non -renewed and not replaced with another claims made policy form with a
retroactive date prior to the Effective Date, Owner must purchase extended period coverage for a
minimum of three (3) years after completion of construction.
(f) Property. Upon completion of Project construction, Owner shall maintain property
insurance covering all risks of loss, including earthquake (if required) and flood (if required) for
100% of the replacement value of the Project with deductible, if any, in an amount acceptable to
Agency, naming Agency as loss payee as its interests may appear.
OAK *4845-2990-1670 v5
29
(g) Insurance Providers. Companies writing the insurance required hereunder shall be
licensed to do business in the State of California. Insurance shall be placed with insurers with a
current A.M. Best's rating of no less than A: VII.
(h) Evidence of Insurance, Endorsements, Policies. Prior to the Effective Date of this
Agreement, Owner shall furnish Agency with certificates of insurance in form acceptable to
Agency evidencing the required insurance coverage, duly executed endorsements evidencing the
Indemnitees' status as additional insured, and all other endorsements and coverage required
hereunder. The certificates shall contain a statement of obligation on the part of the carrier to
notify Agency of any material adverse change, cancellation, termination or non -renewal of the
coverage at least thirty (30) days in advance of the effective date of any such material adverse
change, cancellation, termination or non -renewal. All insurance certificates shall contain a
statement of obligation on the part of the carrier to notify Agency of any material adverse change,
cancellation, termination or non -renewal of the coverage at least thirty (30) days in advance of the
effective date of any such material adverse change, cancellation, termination or non -renewal.
Upon Agency's request, Owner shall, within thirty (30) days of the request, provide or arrange for
the insurer to provide to Agency, complete certified copies of all insurance policies required under
this Agreement. Agency's failure to make such request shall not constitute a waiver of the right to
require delivery of the policies in the future.
(i) Additional Insured Endorsements. The additional insured endorsements for the
general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or
CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01;
but shall not use the following forms: CG 20 10 10 93 or 03 94. Coverage shall be at least as
broad as CG 20 10 04 13.
(j) Reinstatement. If any insurance policy or coverage required hereunder is canceled
or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or
reduction in coverage, but in no event later than the effective date of cancellation or reduction, file
with Agency a certificate showing that the required insurance has been reinstated or provided
through another insurance company or companies. Upon failure to so file such certificate, Agency
may, without further notice and at its option, procure such insurance coverage at Owner's
expense, and Owner shall promptly reimburse Agency for such expense upon receipt of billing
from Agency.
(k) Primary Coverage; Waiver of Subrogation; Annual Aggregate Limits. All
coverage shall be primary insurance and shall not be contributing with any insurance, or self-
insurance maintained by Agency, and the policies shall so provide. Each insurance policy shall
contain a waiver of subrogation for the benefit of the Agency. If any of the required insurance is
provided under a form of coverage that includes an annual aggregate limit or provides that claims
investigation or legal defense costs are included in such annual aggregate limit, such annual
aggregate limit shall be three times the occurrence limits specified above.
(1) Deductibles/Retentions. Any deductibles or self-insured retentions shall be
declared to, and be subject to approval by, City's Risk Manager. At the option of and upon
request by City's Risk Manager if the Risk Manager determines that such deductibles or retentions
OAK #4845-2990-1670 v5 30
are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-
insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing
payment of losses and related investigations, claims administration and defense expenses.
(m) Adjustments. The limits of the liability coverage and, if necessary, the terms and
conditions of insurance, shall be reasonably adjusted from time to time (not less than every five
(5) years after the Effective Date nor more than once in every three (3) year period) to address
changes in circumstances, including, but not limited to, changes in inflation and the litigation
climate in California. Within thirty (30) days following Agency's delivery of written notice of
any such adjustments, Owner shall provide Agency with amended or new insurance certificates
and endorsements evidencing compliance with such adjustments.
(n) Additional Insured Coverage; Liability Limits. For all liability insurance required
by this Agreement, Owner (and Owner's contractors, as applicable) shall obtain endorsements that
name the Indemnitees as additional insured in the full amount of all applicable policies,
notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires
Owner (and Owner's contractors) to obtain and provide for the benefit of the Indemnitees,
additional insured coverage in the same amount of insurance carried by Owner (or Owner's
contractors, as applicable), but in no event less than the minimum amounts specified in this
Agreement. In the event that Owner (or Owner's contractors as applicable) obtains insurance
policies that provide liability coverage in excess of the amounts specified in this Agreement, the
actual limits provided by such policies shall be deemed to be the amounts required under this
Agreement. Without limiting the foregoing, the limits of liability coverage specified in this
Agreement are not intended, nor shall they operate, to limit Agency's ability to recover amounts in
excess of the minimum amounts specified in this Agreement.
OAK #4845-2990-1670 v5
31
EXHIBT C
FORM OF DEED OF TRUST
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder's use.
DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT
AND FIXTURE FILING ("Deed of Trust") is made as of , 20, by
, L.P., a California limited partnership ("Trustor") to First
American Title Company as trustee ("Trustee"), for the benefit of the City of Cathedral
City, a municipal corporation, acting in its capacity as the Housing Successor Agency to
the former Redevelopment Agency of the City of Cathedral City (in such capacity, the
"Beneficiary").
RECITALS
A. Trustor owns fee simple title to the land described in Exhibit A attached
hereto and incorporated herein by this reference (the "Land"). The Land is located in
the City of Cathedral City, Riverside County, California.
B. Beneficiary, Urban Housing Communities, LLC, a California limited liability
company ("UHC"), and Ikaika Ohana, a Hawaii nonprofit corporation, entered into a
Disposition, Development, and Grant Agreement dated as of bereeivitx 1 , 2018
(the "DDA"). Trustor has assumed the rights and obligations of UHC under the DDA
pursuant to that certain unrecorded Assignment and Assumption Agreement dated as of
20_ , executed by UHC and Trustor, and consented to by Beneficiary.
Pursuant to the DDA, Beneficiary is providing a grant in the amount of One Million
Dollars ($1,000,000) (the "Grant") for the purpose of providing financing for the Project
(as defined in the DDA).
C. As a condition precedent to the making of the Grant, Beneficiary has
required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of
Beneficiary, a lien and security interest in the Project and the Property (defined below)
to secure performance of Trustor's obligations under the Agency Documents (defined
below).
D. In addition, Trustor and Beneficiary have executed an Affordable Housing
Regulatory Agreement and Declaration of Restrictive Covenants, dated as of the date
1
OAK #4813-6973-6294 v4
hereof (the "Regulatory Agreement") which imposes certain rent and occupancy
restrictions. The Regulatory Agreement will be recorded substantially concurrently with
this Deed of Trust.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows.
1. Grant in Trust. In consideration of the foregoing and for the purpose of securing
payment and performance of the Secured Obligations defined and described in Section
2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns
to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry
and possession, all estate, right, title and interest which Trustor now has or may later
acquire in and to the Land, and all of the following, whether presently owned or
hereafter acquired:
a. All buildings, structures, and improvements, now or hereafter located or
constructed on the Land ("Improvements");
b. All appurtenances, easements, rights of way, pipes, transmission lines or
wires and other rights used in connection with the Land or the Improvements or as a
means of access thereto, whether now or hereafter owned or constructed or placed
upon or in the Land or Improvements and all existing and future privileges, rights,
franchises and tenements of the Land, including all minerals, oils, gas and other
commercially valuable substances which may be in, under or produced from any part of
the Land, and all water rights, rights of way, gores or strips of land, and any land lying in
the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and
Improvements (collectively, "Appurtenances");
c. All machinery, equipment, fixtures, goods and other personal property of
the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor
and now or hereafter located at or used in connection with the Land, the Improvements
or Appurtenances, and all improvements, restorations, replacements, repairs, additions
or substitutions thereto (collectively, "Equipment");
d. All existing and future leases, subleases, licenses, and other agreements
relating to the use or occupancy of all or any portion of the Land or Improvements
(collectively, "Leases"), all amendments, extensions, renewals or modifications thereof,
and all rent, royalties, or other payments which may now or hereafter accrue or
otherwise become payable thereunder to or for the benefit of Trustor, including but not
limited to security deposits (collectively, "Rents");
e. All insurance proceeds and any other proceeds from the Land,
Improvements, Appurtenances, Equipment, Leases, and Rents, including without
limitation, all deposits made with or other security deposits given to utility companies, all
claims or demands relating to insurance awards which the Trustor now has or may
hereafter acquire, including all advance payments of insurance premiums made by
2
OAK 44813-6973-6294 v4
Trustor, and all condemnation awards or payments now or later made in connection
with any condemnation or eminent domain proceeding ("Proceeds");
f. All revenues, income, rents, royalties, payments and profits produced by
the Land, Improvements, Appurtenances and Equipment, whether now owned or
hereafter acquired by Trustor ("Gross Revenues");
g. All architectural, structural and mechanical plans, specifications, design
documents and studies produced in connection with development of the Land and
construction of the Improvements (collectively, "Plans"); and
h. All interests and rights in any private or governmental grants, subsidies,
loans or other financing provided in connection with development of the Land and
construction of the Improvements (collectively, "Financing").
All of the above -referenced interests of Trustor in the Land, Improvements,
Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and
Financing as hereby conveyed to Trustee or made subject to the security interest herein
described are collectively referred to herein as the "Property."
2. Obligations Secured. This Deed of Trust is given for the purpose of securing
payment and performance of the following (collectively, the "Secured Obligations"): (i)
all present and future obligations of Trustor to Beneficiary under the Agency Documents
(defined below); (ii) all additional present and future obligations of Trustor to Beneficiary
under any other agreement or instrument acknowledged by Trustor (whether existing
now or in the future) which states that it is or such obligations are, secured by this Deed
of Trust; (iii) all obligations of Trustor to Beneficiary under all modifications,
supplements, amendments, renewals, or extensions of any of the foregoing, whether
evidenced by new or additional documents; and (iv) reimbursement of all amounts
advanced by or on behalf of Beneficiary to protect Beneficiary's interests under this
Deed of Trust or any other Agency Document. The DDA, the Regulatory Agreement,
and this Deed of Trust, as any of the foregoing instruments may be modified,
supplemented, amended, renewed, or extended, are herein after collectively referred to
as the "Agency Documents."
3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely,
presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits,
revenue, income and proceeds of the Property. This is an absolute assignment and not
an assignment for security only. Beneficiary hereby confers upon Trustor a license to
collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds
as they become due and payable prior to any Event of Default hereunder. Upon the
occurrence of any such Event of Default, Beneficiary may terminate such license
without notice to or demand upon Trustor and without regard to the adequacy of any
security for the indebtedness hereby secured, and may either in person, by agent, or by
a receiver to be appointed by a court, enter upon and take possession of the Property or
any part thereof, and sue for or otherwise collect such rents, issues, and profits,
including those past due and unpaid, and apply the same, less costs and expenses of
3
OAK #4813-6973-6294 v4
operation and collection, including reasonable attorneys' fees, to any indebtedness
secured hereby, and in such order as Beneficiary may determine. Beneficiary's right to
the rents, royalties, issues, profits, revenue, income and proceeds of the Property does
not depend upon whether or not Beneficiary takes possession of the Property. The
entering upon and taking possession of the Property, the collection of such rents,
issues, and profits, and the application thereof as aforesaid, shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to such notice.
If an Event of Default occurs while Beneficiary is in possession of all or part of the
Property and/or is collecting and applying Rents as permitted under this Deed of Trust,
Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and
invoke every right and remedy afforded any of them under this Deed of Trust and at law
or in equity, including the right to exercise the power of sale granted hereunder.
Regardless of whether or not Beneficiary, in person or by agent, takes actual
possession of the Land or the Improvements, Beneficiary shall not be deemed to be a
"mortgagee in possession," shall not be responsible for performing any obligation of
Trustor under any Lease, shall not be liable in any manner for the Property, or the use,
occupancy, enjoyment or operation of any part of it, and shall not be responsible for any
waste committed by Trustor, lessees or any third parties, or for dangerous or defective
condition of the Property or any negligence in the management, repair or control of the
Property. Absent Beneficiary's written consent, Trustor shall not accept prepayment of
Rents for any rental period exceeding one month.
4. Security Agreement. Trustor intends this Deed of Trust to create a lien on the
Property, and an absolute assignment of the Rents and Leases, all in favor of
Beneficiary. To the extent that any Property may be or be determined to be personal
property, Trustor as debtor hereby grants to Beneficiary as secured party a security
interest in all such Property to secure payment and performance of the Secured
Obligations. This Deed of Trust constitutes a security agreement under the California
Uniform Commercial Code, as amended or recodified from time to time (the "UCC"),
covering all such Property. To the extent such Property is not real property
encumbered by the lien granted above, and is not absolutely assigned by the
assignment set forth above, Trustor intends that such Property shall constitute
"proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of
Section 552(b) of the United States Bankruptcy Code, as such section may be modified
or supplemented) of the Land and Improvements.
5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby
authorizes Beneficiary, as secured party, to file such financing statements and
amendments thereof and such continuation statements with respect thereto as
Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest
in the Property and Rents, without requiring any signature or further authorization by
Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary
may incur in filing such documents in public offices and in obtaining such record
searches as Beneficiary may reasonably require. If any financing statement or other
document is filed in the records normally pertaining to personal property, that filing shall
not be construed as in any way derogating from or impairing this Deed of Trust or the
rights or obligations of the parties under it.
4
OAK 44813-6973-6294 v4
Everything used in connection with the Property and/or adapted for use therein and/or
which is described or reflected in this Deed of Trust is, and at all times and for all
purposes and in all proceedings both legal or equitable shall be regarded as part of the
estate encumbered by this Deed of Trust irrespective of whether (i) any such item is
physically attached to the Improvements, (ii) serial numbers are used for the better
identification of certain equipment items capable of being thus identified in a recital
contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or
reflected in any such financing statement so filed at any time. Similarly, the mention in
any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard
insurance policy, or (2) any award in eminent domain proceedings for a taking or for
lessening of value, or (3) Trustor's interest as lessor in any present or future lease or
rights to income growing out of the use and/or occupancy of the property conveyed
hereby, whether pursuant to lease or otherwise, shall not be construed as in any way
altering any of the rights of Beneficiary as determined by this instrument or impugning
the priority of Beneficiary's lien granted hereby or by any other recorded document.
Such mention in any financing statement is declared to be solely for the protection of
Beneficiary in the event any court or judge shall at any time hold, with respect to the
matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary's
priority of interest is required in order to be effective against a particular class of
persons, including but not limited to the federal government and any subdivisions or
entity of the federal government.
6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing
pursuant to the provisions of the UCC with respect to all of the Property constituting
fixtures, is being recorded as a fixture financing statement and filing under the UCC,
and covers property, goods and equipment which are or are to become fixtures related
to the Land and the Improvements. Trustor covenants and agrees that this Deed of
Trust is to be filed in the real estate records of Riverside County and shall also operate
from the date of such filing as a fixture filing in accordance with Section 9502 and other
applicable provisions of the UCC. This Deed of Trust shall also be effective as a
financing statement covering minerals or the like (including oil and gas) and accounts
subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and
Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC.
7. Trustor's Representations, Warranties and Covenants; Rights and Duties of the
Parties.
7.1 Representations and Warranties. Trustor represents and warrants that:
(i) Trustor lawfully possesses and holds a fee simple interest in the Land and the
Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) other
than as limited by the Agency Documents, Trustor has the full and unlimited power, right
and authority to encumber the Property with this Deed of Trust and assign the Rents as
contemplated herein; (iv) subject only to encumbrances of record and senior liens
permitted pursuant to the Agency Documents, or otherwise approved in writing by
Beneficiary ("Permitted Encumbrances"), this Deed of Trust creates a valid lien on
Trustor's entire interest in the Property; (v) except with respect to Permitted
Encumbrances, Trustor will hold a fee interest in the Improvements Trustor will cause to
5
OAK #4813-6973-6294 v4
be constructed on the Land free and clear of all deeds of trust, mortgages, security
agreements, reservations of title or conditional sales contracts, (vi) there is no financing
statement affecting the Property on file in any public office other than as disclosed in
writing to Beneficiary; and (vii) the correct address of Trustor's chief executive office is
specified in Section 10.2.
7.2 Condition of Property. Trustor represents and warrants that except as
disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received
any notice from any governmental authority of any threatened or pending zoning,
building, fire, or health and safety code violation, or violation of other governmental
regulations concerning the Property that has not previously been corrected, and except
as disclosed to Beneficiary in writing, to Trustor's knowledge, no condition on the Land
violates any health, safety, fire, environmental, building, or other federal, state or local
law, ordinance or regulation, (ii) there are no threatened or pending actions, suits, or
administrative proceedings against or affecting the Property or any portion thereof or the
interest of Trust or in the Property, and (iii) all information that Trustor has delivered to
Beneficiary, either directly or through Trustor's agents, is accurate and complete.
7.3 Authority. Trustor represents and warrants that this Deed of Trust and all
other documents delivered or to be delivered by Trustor in connection herewith: (a)
have been duly authorized, executed, and delivered by Trustor; (b) are binding
obligations of Trustor; and (c) do not violate the provisions of any agreement to which
Trustor is a party or which affects the Property. Trustor further represents and warrants
that there are no pending, or to Trustor's knowledge, threatened actions or proceedings
before any court or administrative agency which may adversely affect Trustor's
ownership of, or interest in, the Property or part thereof.
7.4 Payment and Performance of Secured Obligations. Trustor shall promptly
pay and perform all other obligations of Trustor arising in connection with the Secured
Obligations or the Agency Documents in accordance with the respective terms thereof.
7.5 Use of Grant Proceeds; Preservation and Maintenance of Property;
Compliance with Laws. Trustor covenants that it shall use the proceeds of the Grant
(the "Grant Proceeds") solely for purposes authorized by the Agency Documents.
Trustor covenants that it shall keep the Land and Improvements in good repair and
condition, and from time to time shall make necessary repairs, renewals and
replacements thereto so that the Property shall be preserved and maintained. Trustor
covenants that it shall comply with all federal, state and local laws, regulations,
ordinances and rules applicable to the Property and the Project, including without
limitation all applicable requirements of state and local building codes and regulations,
all applicable Prevailing Wage Laws, and all applicable statutes and regulations relating
to accessibility for the disabled. Trustor shall not remove, demolish or materially alter
any Improvement without Beneficiary's consent, shall complete or restore promptly and
in good and workmanlike manner any building, fixture or other improvement which may
be constructed, damaged, or destroyed thereon, and shall pay when due all claims for
labor performed and materials furnished therefor. Trustor shall use the Land and the
Improvements solely for purposes authorized by the Agency Documents, shall not
6
OAK 4#4813-6973-6294 v4
commit or allow waste of the Property, and shall not commit or allow any act upon or
use of the Property which would violate any applicable law or order of any governmental
authority, nor shall Trustor bring on or keep any article on the Property or cause or allow
any condition to exist thereon which could invalidate or which would be prohibited by
any insurance coverage required to be maintained on the Property pursuant to the
Agency Documents.
7.6 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be
an Event of Default hereunder if the Property or the Improvements, or any part thereof
or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased,
licensed, or encumbered in violation of the Agency Documents or if any other Transfer
(as defined in the DDA) occurs in violation of the Agency Documents. If any such
Transfer shall occur in violation of such requirements, without limiting the provisions of
Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the
maturity dates of such obligations, shall at the option of Beneficiary, and without
demand, immediately become due and payable, subject to any applicable cure period.
7.7 Inspections; Books and Records. Beneficiary and its agents and
representatives shall have the right at any reasonable time upon reasonable notice to
enter upon the Land and inspect the Property to ensure compliance with the Agency
Documents. Trustor shall maintain complete and accurate books of account and other
records (including copies of supporting bills and invoices) adequate to document the
use of the Grant Proceeds and the operation of the Property, together with copies of all
written contracts, Leases and other instruments which affect the Property. The books,
records, contracts, Leases and other instruments shall be subject to examination and
inspection by Beneficiary at any reasonable time following at least two business days
prior notice.
7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before
delinquency all taxes, levies, assessments and other charges affecting the Property that
are (or if not paid may become) a lien on all or part of the Property. Trustor may, at
Trustor's expense, contest the validity or application of any tax, levy, assessment or
charge affecting the Property by appropriate legal proceedings promptly initiated and
conducted in good faith and with due diligence, provided that (i) Beneficiary is
reasonably satisfied that neither the Property nor any part thereof or interest therein will
be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor
shall have posted a bond or furnished other security as may reasonably be required
from time to time by Beneficiary; and provided further that Trustor shall timely make any
payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.
7.9 Subrogation. Beneficiary shall be subrogated to the liens of all
encumbrances, whether released of record or not, which are discharged in whole or in
part by Beneficiary in accordance with this Deed of Trust.
7.10 Hazard, Liability and Workers' Compensation Insurance. At all times
during the term hereof, at Trustor's expense, Trustor shall keep the Improvements and
personal property now existing or hereafter located on the Property insured against Toss
7
OAK *4813-6973-6294 v4
by fire, vandalism and malicious mischief by a policy of standard fire and extended all-
risk insurance. The policy shall be written on a full replacement value basis and shall
name Beneficiary as loss payee as its interest may appear. The full replacement value
of the improvements to be insured shall be determined by the company issuing the
policy at the time the policy is initially obtained. Not more frequently than once every
two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other
party that it elects to have the replacement value redetermined by the insurance
company. Subject to the rights of any senior lienholder, the proceeds collected under
any insurance policy may be applied by Beneficiary to any indebtedness secured
hereby and in such order as Beneficiary may determine, or at the option of Beneficiary,
the entire amount so collected or any part thereof may be released to Trustor for repair
or replacement of the Improvements. Such application or release shall not cure or
waive any default or notice of default hereunder or invalidate any act done pursuant to
such notice. Notwithstanding the foregoing, if any senior lienholder permits such
proceeds to be utilized for rebuilding or restoration of the Improvements, Beneficiary
shall approve the use of the proceeds for such purpose provided that sufficient
additional sources of financing are available to complete the repair or replacement of
the Improvements.
7.10.1 Trustor shall at all times during the term hereof, maintain insurance
coverage in the amounts and in accordance with the requirements specified in the
Regulatory Agreement, and shall otherwise comply with all requirements pertaining to
insurance specified in the Regulatory Agreement.
7.10.2 Trustor shall file with Beneficiary prior to the commencement of the
term hereof, certificates (or such other proof as Beneficiary may require, including
without limitation, copies of the required insurance policies) evidencing each of the
insurance policies and endorsements thereto as required by the Regulatory Agreement.
7.10.3 If any insurance policy required under the Regulatory Agreement is
canceled or the coverage provided thereunder is reduced, Trustor shall, within five (5)
days after receipt of written notice of such cancellation or reduction in coverage, but in
no event later than the effective date of cancellation or reduction, file with Beneficiary a
certificate showing that the required insurance has been reinstated or provided through
another insurance company or companies. Upon failure to so file such certificate,
Beneficiary may, without further notice and at its option, procure such insurance
coverage at Trustor's expense, and Trustor shall promptly reimburse Beneficiary for
such expense upon receipt of billing from Beneficiary.
7.11 Hazardous Materials. Trustor represents and warrants that except as
disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has received no
notice, warning, notice of violation, administrative complaint, judicial complaint, or other
formal or informal notice alleging that conditions on the Land are or have ever been in
violation of any Environmental Law or informing Trustor that the Land is subject to
investigation or inquiry regarding Hazardous Materials on the Land or the potential
violation of any Environmental Law; and (ii) Trustor has disclosed to Beneficiary all
8
OAK #4813-6973-6294 v4
information, records, and studies in Trustor's possession or reasonably available to
Trustor relating to the Land concerning Hazardous Materials.
Trustor shall not cause or permit any Hazardous Material (as defined below) to
be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its
agents, employees, contractors or invitees except for incidental supplies ordinarily used
in connection with the construction, rehabilitation, repair, and operation of multi -family
residential developments and in compliance with all applicable laws, and shall not cause
any release of Hazardous Materials into, onto, under or through the Land. If any
Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about
the Land and results in any contamination of the Land or adjacent property, or otherwise
results in the release or discharge of Hazardous Materials in, on, under or from the
Land, Trustor shall promptly take all actions at its sole expense as are necessary to
comply with all Environmental Laws (as defined below).
To the greatest extent permitted by law, Trustor shall indemnify, defend (with
counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and
appointed officials, officers, agents and employees (collectively, "Indemnitees")
harmless from and against any and all loss, claim, liability, damage, demand, judgment,
order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees
and expenses of attorneys, expert witnesses, and other professionals advising or
assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter
individually "Claim" and collectively "Claims") arising in connection with the breach of
Trustor's covenants and obligations set forth in this Section 7.11 or otherwise arising in
connection with the presence or release of Hazardous Materials in, on, under, or from
the Property, provided Trustor's indemnification obligations under this Section shall not
apply to Claims to the extent arising from the gross negligence or willful misconduct of
the Indemnitees. The foregoing indemnity includes, without limitation, all costs of
investigation, assessment, containment, removal, remediation of any kind, and disposal
of Hazardous Materials, all costs of determining whether the Land is in compliance with
Environmental Laws, all costs associated with bringing the Land into compliance with all
applicable Environmental Laws, and all costs associated with claims for damages or
injury to persons, property, or natural resources.
Without limiting the generality of the foregoing, Trustor shall, at Trustor's own
cost and expense, do all of the following:
a. pay or satisfy any judgment or decree that may be entered against any
Indemnitee or lndemnitees in any legal or administrative proceeding incident to any
matters against which lndemnitees are entitled to be indemnified under this Deed of
Trust;
b. reimburse Indemnitees for any expenses paid or incurred in connection
with any matters against which Indemnitees are entitled to be indemnified under this
Deed of Trust; and
9
OAK #4813-6973-6294 v4
c. reimburse lndemnitees for any and all expenses, including without
limitation out-of-pocket expenses and fees of attorneys and expert witnesses, paid or
incurred in connection with the enforcement by Indemnitees of their rights under this
Deed of Trust, or in monitoring and participating in any legal or administrative
proceeding.
Trustor's obligation to indemnify the Indemnitees shall not be limited or impaired
by any of the following or by any failure of Trustor to receive notice of or consideration
for any of the following: (i) any amendment or modification of any Agency Document;
(ii) any extensions of time for performance required by any Agency Document; (iii) any
provision in any of the Agency Documents limiting Beneficiary's recourse to property
securing the Secured Obligations, or limiting the personal liability of Trustor, or any
other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or
inaccuracy of any representation and warranty made by Trustor under this Deed of
Trust or by Trustor or any other party under any Agency Document, (v) the release of
Trustor or any other person, by Beneficiary or by operation of law, from performance of
any obligation under any Agency Document; (vi) the release or substitution in whole or
in part of any security for the Secured Obligations; and (vii) Beneficiary's failure to
properly perfect any lien or security interest given as security for the Secured
Obligations.
The provisions of this Section 7.11 shall be in addition to any and all other
obligations and liabilities that Trustor may have under applicable law, and each
Indemnitee shall be entitled to indemnification under this Section without regard to
whether Beneficiary or that Indemnitee has exercised any rights against the Property or
any other security, pursued any rights against any guarantor or other party, or pursued
any other rights available under any Agency Document or applicable law. The
obligations of Trustor to indemnify the lndemnitees under this Section shall survive any
repayment or discharge of the Secured Obligations, any foreclosure proceeding, any
foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of
record of the lien of this Deed of Trust.
Without limiting any of the remedies provided in this Deed of Trust, Trustor
acknowledges and agrees that each of the provisions in this Section 7.11 is an
environmental provision (as defined in Section 736(f)(2) of the California Code of Civil
Procedure) made by Trustor relating to real property security (the "Environmental
Provisions"), and that Trustor's failure to comply with any of the Environmental
Provisions will be a breach of contract that will entitle Beneficiary to pursue the
remedies provided by Section 736 of the California Code of Civil Procedure ("Section
736") for the recovery of damages and for the enforcement of the Environmental
Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or
enforcement of the Environmental Provisions shall not constitute an action within the
meaning of Section 726(a) of the California Code of Civil Procedure or constitute a
money judgment for a deficiency or a deficiency judgment within the meaning of
Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.
10
OAK #4813-6973-6294 v4
"Hazardous Materials" means any substance, material or waste which is or
becomes regulated by any federal, state or local governmental authority, and includes
without limitation (i) petroleum or oil or gas or any direct or indirect product or by-
product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance,
material or waste regulated by or listed (directly or by reference) as a "hazardous
substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant",
"toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or
similarly identified as hazardous to human health or the environment in or pursuant to,
the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive
Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et
seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section
5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901,
et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air
Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous
Substances Act [California Health and Safety Code Section 25280, et seq.], the
California Hazardous Substances Account Act [California Health and Safety Code
Section 25300, et seq.], the California Hazardous Waste Act [California Health and
Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic
Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the
Porter -Cologne Water Quality Control Act [California Water Code Section 13000, et
seq.], as they now exist or are hereafter amended, together with any regulations
promulgated thereunder; (iv) any substance, material or waste which is defined as such
or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v)
any other substance, material, chemical, waste or pollutant identified as hazardous or
toxic and regulated under any other federal, state or local environmental law, including
without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and
synthetic fuel products and by-products.
"Environmental Law" means all federal, state or local statutes, ordinances,
rules, regulations, orders, decrees, judgments or common law doctrines, and provisions
and conditions of permits, licenses and other operating authorizations regulating, or
relating to, or imposing liability or standards of conduct concerning (i) pollution or
protection of the environment, including natural resources; (ii) exposure of persons,
including employees and agents, to any Hazardous Material (as defined above) or other
products, raw materials, chemicals or other substances; (iii) protection of the public
health or welfare from the effects of by-products, wastes, emissions, discharges or
releases of chemical substances from industrial or commercial activities; (iv) the
manufacture, use or introduction into commerce of chemical substances, including
without limitation, their manufacture, formulation, labeling, distribution, transportation,
handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous
substances or Hazardous Materials or the remediation of air, surface waters,
groundwaters or soil, as now or may at any later time be in effect, including but not
limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the
Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C.
Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49
U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C.
6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the
11
OAK #4813-6973-6294 v4
Clean Air Act [42 U.S.C. Section 7401, et seg.], the California Underground Storage of
Hazardous Substances Act [California Health and Safety Code Section 25280, et seg.],
the California Hazardous Substances Account Act [California Health and Safety Code
Section 25300, et seg.], the California Hazardous Waste Act [California Health and
Safety Code Section 25100, et seg.], the California Safe Drinking Water and Toxic
Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the
Porter -Cologne Water Quality Control Act [California Water Code Section 13000, et
seg.], as they now exist or are hereafter amended, together with any regulations
promulgated thereunder.
7.12 Notice of Claims; Defense of Security; Reimbursement of Costs.
a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any
uninsured or partially uninsured Toss affecting the Property through fire, theft, liability, or
property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within
five business days of the occurrence of such loss. Trustor shall ensure that Beneficiary
shall receive timely notice of, and shall have a right to cure, any default under any other
financing document or other lien affecting the Property and shall use best efforts to
ensure that provisions mandating such notice and allowing such right to cure shall be
included in all such documents. Within three (3) business days of Trustor's receipt
thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor
receives in connection with any financing document secured by the Property or any part
thereof.
b. Defense of Security. At Trustor's sole expense, Trustor shall protect,
preserve and defend the Property and title to and right of possession of the Property,
the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee
created under it, against all adverse claims.
c. Compensation; Reimbursement of Costs. Trustor agrees to pay all
reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service
that Beneficiary or Trustee may render in connection with this Deed of Trust, including
without limitation, fees and expenses related to provision of a statement of obligations
or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for
all costs, expenses and other advances which may be incurred or made by Beneficiary
or Trustee in any efforts to enforce any terms of this Deed of Trust, including without
limitation any rights or remedies afforded to Beneficiary or Trustee or both of them
under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any
action or proceeding arising under or relating to this Deed of Trust, including reasonable
attorneys' fees and other legal costs, costs of any disposition of the Property under the
power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of
title.
d. Notice of Changes. Trustor shall give Beneficiary prior written notice of
any change in the address of Trustor and the location of any Property, including books
and records pertaining to the Property.
12
OAK #4813-6973-6294 v4
7.13 Indemnification. To the greatest extent permitted by law, Trustor shall
indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold
harmless the Trustee and the lndemnitees (as defined in Section 7.11) from and against
all Claims arising directly or indirectly in any manner in connection with or as a result of
(a) any breach of Trustor's covenants under any Agency Document, (b) any
representation by Trustor in any Agency Document which proves to be false or
misleading in any material respect when made, (c) injury or death to persons or damage
to property or other loss occurring on the Land or in any improvement located thereon,
whether caused by the negligence or any other act or omission of Trustor or any other
person or by negligent, faulty, inadequate or defective design, building, construction or
maintenance or any other condition or otherwise, (d) any claim, demand or cause of
action, or any action or other proceeding, whether meritorious or not, brought or
asserted against any Indemnitee which relates to or arises out of the Property, or any
Agency Document or any transaction contemplated thereby, or any failure of Trustor to
comply with all applicable state, federal and local laws and regulations applicable to the
Property, except to the extent arising from the gross negligence or willful misconduct of
the lndemnitees. The obligations of Trustor under this Section shall be secured by this
Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations
of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure
sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of
this Deed of Trust.
7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to
Trustor or any other person as a consequence of any of the following: (i) Beneficiary's
exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary
in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any
obligation or liability of Trustor under any agreement related to the Property or under
this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or
any third parties, or any dangerous or defective condition of the Property; or (iv) any
loss sustained by Trustor or any third party resulting from any act or omission of
Beneficiary in managing the Property after an Event of Default, except to the extent the
loss is caused by the willful misconduct or gross negligence of Beneficiary. Trustor
hereby expressly waives and releases all liability of the types described in this Section
7.14 and agrees that Trustor shall assert no claim related to any of the foregoing
against Beneficiary.
7.15 Condemnation Proceeds. Subject to the rights of any senior lienholders,
any award of damages in connection with any condemnation for public use of, or injury
to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary
who may apply such moneys to any indebtedness secured hereby in such order as
Beneficiary may determine, or at the option of Beneficiary the entire amount so
collected or any part thereof may be released to Trustor. Such application or release
shall not cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.
7.16 Release, Extension, Modification. At any time and from time to time,
without liability therefor and without notice, upon written request of Beneficiary and
13
OAK #4813-6973-6294 v4
presentation of this Deed of Trust, Trustee may release or reconvey all or any part of
the Property, consent to the making of any map or plat of the Land or part thereof, join
in granting any easement or creating any restriction affecting the Property, or join in any
extension agreement or other agreement affecting the lien or charge hereof. At any
time and from time to time, without liability therefor and without notice, Beneficiary may
(i) release any person liable for payment of any Secured Obligation, (ii) extend the time
for payment or otherwise alter the terms of payment of any Secured Obligation; (iii)
accept additional real or personal property of any kind as security for any Secured
Obligation, or (iv) substitute or release any property securing the Secured Obligations.
7.17 Reconveyance. Upon written request of Beneficiary stating that all of the
Secured Obligations have been paid in full, and upon surrender of this Deed of Trust,
Trustee shall reconvey, without warranty, the Property or so much of it as is then held
under this Deed of Trust. The recitals in any reconveyance executed under this Deed of
Trust of any matters or facts shall be conclusive proof of the truthfulness thereof.
Trustor shall pay all fees of Trustee and all recordation fees related to such
reconveyance.
7.18 Cure; Protection of Security. Either Beneficiary or Trustee may cure any
breach or default of Trustor if Trustor fails to do so within the applicable cure period, and
if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also
enter the Property and/or do any and all other things which it may in its sole discretion
consider necessary and appropriate to protect the security of this Deed of Trust. Such
other things may include: appearing in and/or defending any action or proceeding which
purports to affect the security of, or the rights or powers of Beneficiary or Trustee under,
this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance,
charge, lien or claim of lien which in Beneficiary's or Trustee's sole judgment is or may
be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be
conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or
paying any premiums or charges for insurance required to be carried hereunder;
otherwise caring for and protecting any and all of the Property; and/or employing
counsel, accountants, contractors and other appropriate persons to assist Beneficiary or
Trustee. Beneficiary and Trustee may take any of the actions permitted under this
Section 7.18 either with or without giving notice, except for notices required under
applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall
become additional indebtedness secured by this Deed of Trust.
7.19 Limited Partners Right to Cure. The limited partners of Trustor shall have
the right to cure any default of Trustor hereunder upon the same terms and conditions
afforded to Trustor. Beneficiary shall provide any notice of default hereunder to such
parties concurrently with the provision of such notice to Trustor.
8. Default and Remedies.
8.1 Events of Default. Trustor acknowledges and agrees that an Event of
Default shall occur under this Deed of Trust upon the occurrence of any one or more of
the following events:
14
OAK #4813-6973-6294 v4
a. Beneficiary's declaration of an Event of Default under any Agency
Document, subject to the expiration of any applicable cure period set forth in such
document;
b. Trustor fails to perform any monetary obligation which arises under
this Deed of Trust or any other Agency Document, and does not cure that failure within
ten (10) days following written notice from Beneficiary or Trustee;
c. If Trustor's interest in the Property or any part thereof is voluntarily
or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in
violation of Section 7.6 hereof or if any other Transfer occurs in violation of the Agency
Documents;
d. Trustor fails to maintain the insurance coverage required hereunder
and fails to cure such default within five (5) days, or Trustor otherwise fails to comply
with the requirements of Section 7.10 hereof and Trustor fails to cure such default within
the applicable time specified in Section 7.10;
e. Subject to Trustor's right to contest such charges as provided
herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements
or fails to pay any other charge that may result in a lien on the Land or the
Improvements, and Trustor fails to cure such default within twenty (20) days of the date
of delinquency, but in all events prior to the date upon which the holder of any such lien
has the right to pursue foreclosure thereof;
f. Any representation or warranty of Trustor contained in or made in
connection with this Deed of Trust or in any other Agency Document, or made in
connection with the execution and delivery of any certificate or statement furnished by
or on behalf of Trustor in connection with the Grant proves to have been false or
misleading in any material adverse respect when made;
g. If, pursuant to or within the meaning of the United States
Bankruptcy Code or any other federal or state law relating to insolvency or relief of
debtors ("Bankruptcy Law"), Trustor or any general partner thereof (i) commences a
voluntary case or proceeding; (ii) consents to the entry of an order for relief against
Trustor or any general partner thereof in an involuntary case; (iii) consents to the
appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or
any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or
(v) admits in writing its inability to pay its debts as they become due;
h. If a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in
an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar
official for Trustor or any general partner thereof or substantially all of such entity's
assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues
or levies a judgment, writ, warrant of attachment or similar process against the Property
15
OAK *4813-6973-6294 v4
or the Project or any part thereof, and in each case the order or decree is not released,
vacated, dismissed or fully bonded within sixty (60) days after its issuance;
i. The holder of any other debt instrument secured by a mortgage or
deed of trust on the Property or part thereof declares an event of default thereunder and
exercises a right to declare all amounts due under that debt instrument immediately due
and payable, subject to the expiration of any applicable cure period set forth in such
holder's documents; or
j. Trustor fails to perform any obligation arising under this Deed of
Trust other than one enumerated in this Section 8.1, and does not cure that failure
either within ten (10) days after written notice from Beneficiary or Trustee in the event of
a monetary default, or within thirty (30) days after such written notice in the event of a
nonmonetary default, provided that in the case of a nonmonetary default that in
Beneficiary's reasonable judgment cannot reasonably be cured within thirty (30) days,
an Event of Default shall not arise hereunder if Trustor commences to cure such default
within thirty (30) days and thereafter prosecutes such cure to completion with due
diligence and in good faith and in no event later than ninety (90) days following receipt
of notice of default.
8.2 Remedies. Subject to the applicable notice and cure provisions set forth
herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to
invoke any and all of the rights and remedies described below, and may exercise any
one or more or all, of the remedies set forth in any Agency Document, and any other
remedy existing at law or in equity or by statute. All of Beneficiary's rights and remedies
shall be cumulative, and the exercise of any one or more of them shall not constitute an
election of remedies. Beneficiary shall be entitled to collect all expenses incurred in
pursuing the remedies provided hereunder, including without limitation reasonable
attorneys' fees and costs.
a. Acceleration. Beneficiary may declare any or all of the Secured
Obligations, including without limitation all sums payable under this Deed of Trust, to be
due and payable immediately.
b. Receiver. Beneficiary may apply to any court of competent
jurisdiction for, and obtain appointment of, a receiver for the Property.
c. Entry. Beneficiary, in person, by agent or by court-appointed
receiver, may enter, take possession of, manage and operate all or any part of the
Property, and may also do any and all other things in connection with those actions that
Beneficiary may in its sole discretion consider necessary and appropriate to protect the
security of this Deed of Trust. Such other things may include: taking and possessing
copies of all of Trustor's or the then owner's books and records concerning the Property;
entering into, enforcing, modifying, or canceling Leases on such terms and conditions
as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying
Rents; collecting and receiving any payment of money owing to Trustor; completing any
unfinished construction; and/or contracting for and making repairs and alterations. If
16
OAK *4813-6973-6294 v4
Beneficiary so requests, Trustor shall assemble all of the Property that has been
removed from the Land and make all of it available to Beneficiary at the site of the Land.
Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-
fact to perform such acts and execute such documents as Beneficiary in its sole
discretion may consider to be appropriate in connection with taking these measures,
including endorsement of Trustor's name on any instruments.
d. UCC Remedies. Beneficiary may exercise any or all of the
remedies granted to a secured party under the UCC.
e. Judicial Action. Beneficiary may bring an action in any court of
competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for
foreclosure of mortgages on real property and/or to obtain specific enforcement of any
of the covenants or agreements of this Deed of Trust.
f. Power of Sale. Under the power of sale hereby granted,
Beneficiary shall have the discretionary right to cause some or all of the Property,
including any Property which constitutes personal property, to be sold or otherwise
disposed of in any combination and in any manner permitted by applicable law.
8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby
granted, Beneficiary shall execute or cause the Trustee to execute a written notice of
such default and of its election to cause the Property to be sold to satisfy the obligations
hereof, and shall cause such notice to be recorded in the office of the Recorder of each
County wherein the Property or some part thereof is situated as required by law and this
Deed of Trust.
Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this
Deed of Trust, together with a written request for the Trustee to proceed with a sale of
the Property, pursuant to the provisions of law and this Deed of Trust.
Notice of sale having been given as then required by law, and not less than the
time then required by law having elapsed after recordation of such notice of default,
Trustee, without demand on Trustor, shall sell the Property at the time and place fixed
by it in the notice of sale, either as a whole or in separate parcels and in such order as it
may determine, at public auction to the highest bidder for cash in lawful money of the
United States, payable at time of sale. Trustee may, and at Beneficiary's request shall,
postpone sale of all or any portion of the Property by public announcement at such time
and place of sale, and from time to time thereafter may postpone such sale by public
announcement at the time and place fixed by the preceding postponement. Trustee
shall deliver to the purchaser its deed conveying the property so sold, but without any
covenant or warranty, express or implied. The recitals in such deed of any matters or
facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor,
Trustee, or Beneficiary, may purchase at such sale.
After deducting all costs, fees, and expenses of Trustee and of the trust hereby
created, including reasonable attorneys' fees in connection with sale, Trustee shall
17
OAK #4813-6973-6294 v4
apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary
or Trustee under the terms hereof and all outstanding sums then secured hereby, and
the remainder, if any, to the person or persons legally entitled thereto.
Without limiting the generality of the foregoing, Trustor acknowledges and agrees
that regardless of whether or not a default has occurred hereunder, if an Event of
Default has occurred under the Agency Documents, and if in connection with such
Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i)
Beneficiary shall be entitled to declare all amounts due under this Deed of Trust
immediately due and payable, and (ii) the proceeds of any sale of the Property in
connection with such foreclosure shall be used to pay all Secured Obligations.
At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary,
may bid for and acquire the Property or any part of it to the extent permitted by then
applicable law. Instead of paying cash for such property, Beneficiary may settle for the
purchase price by crediting the sales price of the property against the following
obligations:
a. First, the portion of the Secured Obligations attributable to the
expenses of sale, costs of any action and any other sums for which Trustor is obligated
to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and
b. Second, the remaining balance of all other Secured Obligations in
any order and proportions as Beneficiary in its sole discretion may choose.
8.4 Trustor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of
the sums secured by this Deed of Trust, Trustor shall have the right to have any
proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any
time prior to five days before sale of the Property pursuant to the power of sale
contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this
Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under
the Agency Documents if the Secured Obligations had no acceleration provision; (b)
Trustor cures all breaches of any other covenants or agreements of Trustor contained in
this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and
Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of
Trust, and in enforcing Beneficiary's and Trustee's remedies as provided herein,
including, but not limited to, reasonable attorney's fees; and (d) Trustor takes such
action as Beneficiary may reasonably require to assure that the lien of this Deed of
Trust, Beneficiary's interest in the Property and Trustor's obligation to pay the sums
secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure
by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full
force and effect as if no acceleration had occurred.
9. Trustor's Waivers. To the fullest extent permitted by law, Trustor waives: (a) all
statutes of limitations as a defense to any action or proceeding brought against Trustor
by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be
enacted providing for any appraisement, valuation, stay, extension, redemption or
18
OAK #4813-6973-6294 v4
moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all
presentments, demands for performance, notices of nonperformance, protests, notices
of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the
existence, creation, or incurring of new or additional indebtedness, and demands and
notices of every kind.
10. Miscellaneous Provisions.
10.1 Additional Provisions. The Agency Documents grant further rights to
Beneficiary and contain further agreements and affirmative and negative covenants by
Trustor which apply to this Deed of Trust and the Property.
10.2 Notices. Trustor requests that a copy of notice of default and notice of
sale be mailed to Trustor at the address set forth below. That address is also the
mailing address of Trustor as debtor under the UCC. Beneficiary's address set forth
below is the address for Beneficiary as secured party under the UCC. Except for any
notice required under applicable law to be given in another manner, all notices to be
sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at
their respective addresses specified below or to such other address as a party may
designate by written notice delivered to the other parties in accordance with this
Section. All such notices shall be sent by: (a) personal delivery, in which case notice
shall be deemed delivered upon receipt; (b) certified or registered mail, return receipt
requested, in which case notice shall be deemed delivered two (2) business days after
deposit, postage prepaid in the United States mail; or (c) nationally recognized
overnight courier, in which case notice shall be deemed delivered one (1) day after
deposit with such courier.
Beneficiary: City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
Trustor: , L.P.
10.3 Binding on Successors. The terms, covenants and conditions of this
Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators,
executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary
and Trustee; provided however this Section 10.3 does not waive the provisions of
Section 7.6.
10.4 Substitution of Trustee. Beneficiary may from time to time or at any time
substitute a trustee or trustees to execute the trust hereby created, and when any such
substitution has been filed for record in the office of the Recorder of Riverside County, it
19
OAK #4813-6973-6294 v4
shall be conclusive evidence of the appointment of such trustee or trustees, and such
new trustee or trustees shall succeed to all of the powers and duties of the Trustee
named herein.
10.5 Attorneys' Fees and Costs. In any action or proceeding to foreclose this
Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to
Beneficiary and Trustee all costs of such action or proceeding, including reasonable
attorneys' fees.
10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be
governed by the laws of the State of California without regard to principles of conflicts of
laws. Trustor agrees that any controversy arising under or in relation to this Deed of
Trust shall be litigated exclusively in state and federal courts and authorities with
jurisdiction in Riverside County, California. If any provision of this Deed of Trust is held
unenforceable or void, that provision shall be deemed severable from the remaining
provisions, and shall in no way affect the validity of this Deed of Trust. The captions
used in this Deed of Trust are for convenience only and are not intended to affect the
interpretation or construction of the provisions herein contained. In this Deed of Trust,
whenever the context so requires, the singular number includes the plural.
10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any
obligation of Trustor hereunder must be in writing, and no waiver shall be construed as
a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary
or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or
Trustee to any act or omission by Trustor shall not be construed as a consent to any
other or subsequent act or omission or to waive the requirement for Beneficiary's or
Trustee's consent to be obtained in any future or other instance. No amendment to or
modification of this Deed of Trust shall be effective unless and until such amendment or
modification is in writing, executed by Trustor and Beneficiary. Without limiting the
generality of the foregoing, Beneficiary's acceptance of payment of any sum secured
hereby after its due date shall not constitute a waiver by Beneficiary of its right either to
require prompt payment when due of all other sums so secured or to declare default for
failure so to pay.
10.8 Action by Beneficiary. Except as may be otherwise specifically provided
herein, whenever any approval, notice, direction, or consent by the Beneficiary is
required or permitted under this Agreement, such action shall be in writing, and such
action may be given, made or taken by Beneficiary's City Manager or by any person
who shall have been designated by Beneficiary's City Manager, without further approval
by the governing board of Beneficiary.
10.9 Joint and Several Liability. If Trustor consists of more than one person or
entity, each shall be jointly and severally liable for the faithful performance of all of
Trustor's obligations under this Deed of Trust.
10.10 Time is of the Essence. Time is of the essence for each provision of this
Deed of Trust.
20
OAK #4813-6973-6294 v4
10.11 Partial Subordination to Extended Use Agreement. Trustor and the
California Tax Credit Allocation Committee may enter into a Regulatory Agreement (the
"TCAC Regulatory Agreement"), which constitutes the extended low-income housing
commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as
amended (the "Code"). In the event of a foreclosure of Beneficiary's interest under this
Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a
"Foreclosure"), the following rule shall apply:
In the event of a Foreclosure, throughout the extended use
period specified in the TCAC Regulatory Agreement, with
respect to any unit that had been regulated by the TCAC
Regulatory Agreement, (i) none of the eligible tenants
occupying those units at the time of Foreclosure may be
evicted or their tenancy terminated (other than for good
cause, including but not limited to, the tenants' ineligibility
pursuant to Section 42 of the Code), (ii) nor may any rent be
increased except as otherwise permitted under Section 42 of
the Code.
SIGNATURES ON FOLLOWING PAGE.
21
OAK #4813-6973-6294 v4
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the
date first written above.
TRUSTOR:
, L.P., a California limited partnership
By:
Its: General Partner
By:
Print Name:
Its:
SIGNATURES MUST BE NOTARIZED.
22
OAK *4813-6973-6294 v4
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of
)
) ss
)
On , 20 , before me,
(Name of Notary)
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.
(Notary Signature)
SIGNATURES MUST BE NOTARIZED.
23
OAK #4813-6973-6294 v4
Exhibit A
LAND
The land referred to is situated in the County of Riverside, City of Cathedral City, State of
California, and is described as follows:
See Attached
24
OAK #4813-6973-6294 v4
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of Califomia, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or less.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° Sr West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof described as
follows:
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of the
West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section 16;
Thence, North 00° 16' 31" West, 630 feet;
Thence, North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as Lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page 3, records
of Riverside County, California.
APN: 678-060-004
That portion of the Northwest Quarter of the Southwest Quarter of the Northwest quarter of Section
16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, more particularly described as Lot 106 of Assessor's Map 46 on file in Book
2 Page 3 of Assessor's Maps, Record of Riverside County, California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest } of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West )1 of the Northwest X of the Southwest 34 of the
Northwest); thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book 2 Page 3
of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, in the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East /2 of the Northwest Y. of the Southwest 36 of the
Northwest'. thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or Tess, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East Y of the Northwest 36 of the Southwest 3G of the
Northwest Y, thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, Califomia.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion lying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y� of the Northwest Y. of the Southwest % of the
Northwest Y, of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or Tess to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
comer of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
EXHIBIT D
FINANCING PLAN
Preliminary Financing Plan (Attached), to be replaced with approved
final Financing Plan at close of escrow
Note: Discrepancy in affordability level of units shown in the
Preliminary Financing Plan and those required in the Disposition and
Development Agreement are acknowledged with the understanding
that the Disposition and Development Agreement required affordability
levels provide flexibility if necessary to accommodate a Final Approved
Financing Plan.
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Permanent Sources and Uses
SOURCES OF FUNDS
Permanent Loan
Federal 4% Tax Credit Proceeds from Investor
VHHP Funding
Cathedral City Land Donation
Gap Financing Needed
Cathedral City Soft Loan
Deferred Developer Fee
HOME Depot / AHP
State Tax Credits
TOTAL SOURCES OF FUNDS
USES OF FUNDS
Acquisition Costs
Rehabilitation Costs
New Construction Costs
Contingency
Relocation
Architecture Fees
Survey and Engineering
Construction Financing
Permanent Financing
Legal Fees
Reserves
Other Soft Costs
Developer Fees
TOTAL USES OF FUNDS
SOURCES LESS USES
Total
$ 1,338,000
9,577,985
10,000,000
1,568,160
1,500,000
1,000,000
314,541
1,160,000
Per Unit
$ 22,300
159,633
166,667
26,136
25,000
16,667
5,242
19,333
$ 26,458,686 $ 440,978
$ 1,615,205 $ 26,920
16,993,304 283,222
854,665 14,244
405,000 6,750
284,298 4,738
1,329,958 22,166
83,000 1,383
210,000 3,500
625,692 10,428
2,657,564 44,293
1,400,000 23,333
$ 26,458,686 $ 440,978
$
NOTES:
4% model with credit pricing of .94
Not LEED Certified but will meet or exceed Green Building Standards
No working drawings
60 units
Assumes prevailing wage
$
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Construction Sources and Uses
SOURCES OF FUNDS
Construction Loan
Federal 4% Tax Credit Proceeds from Investor
Operating Reserves
Cathedral City Land Donation
Gap Financing Needed
Cathedral City Soft Loan
Housing Trust Fund
Deferred Developer Fee
HOME Depot / AHP
TOTAL SOURCES OF FUNDS
USES OF FUNDS
Acquisition Costs
Rehabilitation Costs
New Construction Costs
Contingency
Relocation
Architecture Fees
Survey and Engineering
Construction Financing
Permanent Financing
Legal Fees
Reserves
Other Soft Costs
Developer Fees
TOTAL USES OF FUNDS
Total
$ 18,175,000
1,435,000
625,692
1,568,160
1,500,000
1,000,000
Per Unit
$ 302,917
23,917
10,428
26,136
25,000
16,667
994,834 16,581
1,160,000 19,333
$ 26,458,686 $ 440,978
$ 1,615,205 $ 26,920
16,993,304
854,665
405,000
284,298
1,329,958
83,000
210,000
625,692
2,657,564
1,400,000
283,222
14,244
6,750
4,738
22,166
1,383
3,500
10,428
44,293
23,333
$ 26,458,686 $ 440,978
SOURCES LESS USES $ . $
TCAC Category/Item
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Development CAW& Amount per Unit building New
ACQUISITION COSTS
Land Cost or Value
Existing Improvements Value
Subtotal Land and Improvements
Closing Costs
Subtotal Closing Costs
Demolition
Soils Seismic Stabilization
Site Work
Structures
Dry Utilities
Street, Curb, Gutter Improvements
Solar
General Requirements
General Contractor Overhead
General Contractor Profit
General Contractor Insurance
Payment and Performance Bond
Total New Construction
CONTINGENCY
RELOCATION EXPENSES
ARCHITECTURAL FEES
Design
Supervision
Total Architectural Costs
SURVEY AND ENGINEERING
CONSTRUCTION INTEREST AND FEES
Construction Loan Interest
Origination Fee
Lender and Investor Fees
Testing and Survey
Taxes
Insurance
Title and Recording
Other -Bridge Loan Interest and fees
Other
Other -Due Diligence Fee (Lender/Investor)
Total Construction Interest and Fees
PERMANENT FINANCING
Perm. Loan Interest (after CO)
Loan Origination Fee
Title and Recording
Taxes/Insurance/Other
Other -
Other
Total Permanent Financing Costs
LEGAL FEES
Legal Fees Paid by Applicant
Other Legal Fees
Total Legal Fees
RESERVES
Rent Reserves
Capitalized Rent Reserves
Operating Deficit Reserve
Total Reserve Costs
Eligible Basis------
Acq Not
1,568,160 26,136 28.00 $
1,568,160 26,136 28.00
47,045 784 0.84
1,568,160
1,568,160
47,045 784 0.84
450,000 7,500 8.04
3,018,708 50,312 53.91
9,915, 322 165,255 177.07
600,000 10,000 10.72
800,000 13,333 14.29
300,000 5,000 5.36
1,040, 798 17,347 18.59
313,497 5,225 5.60
389,088 6,485 6.95
81,624 1,360 1.46
84,267 1,404 1.50
450,000
3,018,708
9,915,322
600,000
800,000
300,000
1,040,798
313,497
389,088
81,624
84,267
47,045
47,045
16,993,304 283,222 303.47 16,993,304
854,665 14,244 15.26 854,665
360,000 6,000
45,000 750
405,000 6,750
6.43
0.80
7.23
360,000
45,000
405,000
284,298 4,738 5.08
485,000 8,083 8.66
250,000 4,167 4.46
284,298
485,000
250,000
20,000 333 0.36 -
80,000 1,333 1.43 60,000
10,000 167 0.18 10,000
19,221 320 0.34 19,221
405,737 6,762 7.25 405,737
60,000 1,000 1.07 60,000
20,000
20,000
1,329,958 22,166 23.75 1,289,958
40,000
60,000 1,000 1.07
13,000 0.23
10,000 167 0.18
60,000
13,000
10,000
83,000 1,383 1.48
83,000
80,000 1,333
130,000 2,167
210,000 3,500
1.43
2.32
3.75
80,000
80,000
130,000
130,000
361,692
264 000
625,692
6,028 6.46
4 400 4.71
10,428 11.17
361,692
264 000
625,692
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Development Fa6$tt--------Eligible Basis
Amount per Unit budding New Acq Not
TCAC Categorylltem
OTHER PROJECT COSTS
Application and Compliance Monitoring Fees
Appraisal
Environmental Audit
Organizational Costs
Local Development Impact Fees
Permit Processing Fees
Predevelopment Costs
Marketing and Sales
Fixtures Fumiture and Equipment
Market Study
Accounting/Reimbursable
Soft Cost Contingency
Soils Tests
Other -Professional Fees
Total Other Costs
SUBTOTAL PROJECT COSTS
DEVELOPER COSTS
Developer Overhead Profit
Consultant/Processing Agent
Project Administration
Broker Fees Paid to a Related Party
Construction Oversight by Developer
Total Developer Costs
TOTAL DEVELOPMENT COSTS
134,000 2,233
10,000 167
15,000 250
1,225,320 20,422
431,220 7,187
79,400 1,323
350,000 5,833
15,250 254
15,000 250
169,374 2,823
93,000 1,550
120,000 2,000
2,657,564 44,293
25,058,686 417,645
2.39
0.18
0.27
21.88
7.70
1.42
6.25
0.27
0.27
3.02
1.66
2.14
47.46
447.51
10,000
15,000
1,225,320
431,220
350,000
15,250
15,000
169,374
93,000
120,000
134,000
79,400
2,444,164
213,400
22,351,389
2,707,297
1,400,000 23,333 25.00
1,400,000
1,400,000 23,333 25.00 1,400,000
26,458,666 440,978 472.51 23,751,389
2,707,297
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Tax Credit MHP Rents VHHP TCAC Section 8 Total
Income Income Bed Unit Size Number Gross Utility Rent Net Monthly Monthly Square
Level Level Rooms In SF of Units HUD Rent Allow Subsidy Rent Rent Income Feet Type
30% of AMI MHP B 1 704 SF 30 363 58 957 305 9,150 17620 21,120 sq ft New Units
40% of AMI MHP B 1 704 SF 17 484 58 957 426 7,242 6041 11,968 sq ft New Units
50% of AMI - 1 704 SF 605 58 547 - - New Units
30% of AMI - 2 1,008 SF 4 435 78 1,197 357 1,428 3,048 4,032 sq ft New Units
40% of AMI - 2 1,008 SF 2 581 78 1,197 503 1,006 1,232 2,016 sq ft New Units
60% of AMI 2 1,008 SF 6 871 78 793 4,758 6,048 sq ft New Units
Manager Unit 2 1,008 SF 1 - - - - 1,008 sq ft New Units
Community Room 2,500 sq ft
Totals 60 $ 23,584 $ 30,141 55,996 sq ft
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Tax Credits
Units 4% RIVERSIDE County Basis Limits No. of Units Basis
0 bed $203,046 0
1 bed $234,110 47 11,003,170
2 bed $282,400 13 3,671,200
3 bed $361,472 0
4 bed $402,702 0
Total Unadjusted Basis Limit 60 14,674,370
(a) Prevailing Wages Yes 20%
Plus (+) 5% basis adjustment for projects that certify that (1) they are subject to a No 0%
project labor agreement within the meaning of Section 2500(b)(1) of the Public
Contract Code, or (2) they will use a skilled and trained workforce as defined by
Section 25536.7 of the Health and Safety Code to perform all onsite work within an
apprenticeable occupation in the building and construction trades.
(b) Plus (+) 7% basis adjustment for new construction projects required to provide No 0%
parking beneath residential units (not "tuck under" parking) or through construction
of an on-site parking structure of two or more levels.
( C) Plus (+) 2% basis adjustment for projects where a day care center is part of the No 0%
development.
(d) Plus (+) 2% basis adjustment for projects where 100 percent of the units are for Yes 2%
Special Needs populations.
(e) Plus (+) up to 10% basis adjustment for projects applying under Section 10325 or Yes 5%
Section 10326 of these regulations that include one or more of the features in the
section: Item (e) Features. SEE BELOW
(f) Plus (+) the lesser of the associate costs or up to a 15% basis adjustement for No 0%
projects requiring seismic upgrading of existing structures, and/or projects requiring
toxic or other environmental mitigation as certificed by the project architect or
seismic engineer.
(g) Plus (+) local development impact fees required to be paid to local govemment 1,225,320
entities. Certification from local entities assessing fees also required. WAIVED
IMPACT FEES ARE INELIGIBLE.
(h) Plus (+) 10% basis adjustment for projects wherein at leaset 95% of the project's No 0%
upper floor units are serviced by an elevator
(i) Plus (+) 10% basis adjustement for projects located in an area that meets all of the Yes 10%
following criteria: (i) is within a city with a population of at least 50,000 or that when
comvined with abutting cities, has a population of at least 50,000; (ii) is within a
county that has a 9% threshold basis limit for 2 -bedroom units equal to or less than
$300,000; (iii) is deemed to have the highest opportunity by the UC Davis Regional
Opportunity Index for Places
Total Adjustments
TCAC Adjusted Threshold Basis Limit
Yes 20%
37% 8,364,391
24,264,081
5/30/2018
4% tax credit model with VHHP 5.30.2018 -2
Tax Credits
Determination of Credits
Total Eligible Basis
Subt. Grant Proceeds for Costs in Eligible Basis
Subt. Non -Qualified Non -Recourse Financing
Subt. Non -Qualified Portion of Higher Quality Units
Subt. Photovoltaic Credit (if applicable)
Subt.Historic Credit
Subt. - Amount over Eligible Basis
Total Inelibigle Amounts
Total Eligible Basis Amount Voluntarily Excluded
Total Basis Reduction
Total Requested Unadjusted Eligible Basis
Total Adjusted Threshold Basis Limit
TCAC Eligible Basis or Actual Eligible Basis
Total Unadjusted Eligible Basis
30% increase in Basis if DDA or QCT
Adjusted Eligible Basis
Reduction in Basis to Enhance Tiebreaker
Total Adjusted Qualified Basis
Applicable Percentage
Annual Credits
Credits over 10 years
Tax Credit Pricing
Proceeds From Federal Tax Credit Sales
Investment Partner Share
Tax Credits to Syndication
State Credit Eligible Basis Factor
State Credit Eligible Basis
State Tax Credit Pricing
Proceeds Raised From State Tax Credits
New
Construction Percentage
Acquisitio Rehabilitation over Eligible
n Basis Basis Total Basis
23,751,389 23,751,389 -2.11%
0%
0%
23,751,389 23,751,389
24,264,081 23,751,389
23,751,389 23,751,389 MIN
23,751,389 23,751,389
7,125,417 7,125,417 Yes
30,876,806 30,876,806
30,876,806
3.30% 3.30%
1,018,935 1,018,935
10,189, 346 10,189, 346
$0.94 $0.940
0 9,577,985 9,577,985
100.00% 100.00%
9,577,985 9,577,985
13.00% 12.00
$0.70
00
O
N
O
L▪ et
4% tax credit model with VHHP 5.30.2018 -2
01
Y
00
a
D:
Y
.r
Y
0
• LO
fir or
00 .-0
0
m
L6 -4
tD .
n
aVI
tD .m'1
N or
Q
n
1-4 IND
00
o 0
N .1
n
CO IN
N
ID m
eti O
n
0o
n m
N M
✓ o
I0
m CDo
m O
p. 0ol
tD
00 p0p
00 co
to
O a
ID
tD
o 0
• ai
0
N
N
N
n
N
1.11
N
n'
n
N
n
00
00
n
00
N
0
n
V1
N
N
N
n
0
.-1
tD
0 0
n
N
ID
CO
t0
O
N
tD
0
m
V1
0
d
E
u
c
c Z E
c V
> y `
E v E A
u (0 E
c 'm 0.
c
K J C: CU N
0
w
0
n
of
n
0
n
n
n
a1
00
I
n
co
O
n
N
N
N
n
H
ID
Q
0
n
a
ID
O
0
n
to
M
e
Vi
to
0
n
co
00
m
Oi
01
tD
O
a1
N
CO
tD
ID
tD
tD
N
8
O
1n
tD
01
.a
mM
00
CO
tD
re
05
m
m
0
tD
0
00
00
00
1n
00 o m
m IDD 000 CI
N 00 ( 00
M m to m
n n Q tD
N
I, n • tD o0
r ui ni to
m ID m
a M N
0D 0 0
t 1 a CO
m Q N V)
0 M t0 m
m M a 00
111 1n CO IN
01 O m
a v Di m
00 M V M
M
tD N tD 1A
D N n ID
I, N M IN
tDm &s m
n m m m
M
1.11 N tD N
N N CO CO
O a Q n
✓ ri Vi N
ICI CO 1n CO
m
01 N N n
N N t0 N
n D
111 00
ri
I/1 M V1 m
M
N 0 0 0
N 114 111 O
CO CO.. n 01
Cr -i 0
m CO 1n m
m O O O
00000
N M V1 m
m
Service Amenities
m
00
N
0
m
V1
0
n
V1
m
m
00
tD
0
N
1A
O
N
0
0
V1
V1
m
tD
00
w
a
N
00
a
N
M
m
01
co
0
00of
of .-1 n
tD 10 M
1i ti
Q 00 Q
LD .1 n
rn ID m
tri
Q 00 Q
• ti ti
.+.+n
.r tD M
R m
Q 00 a
N 00
.i
O t0
00
a 0o a
H
N N .i
n.+n
CO, t0 m
0ri
▪ CO Q
N
Q .-1 .-1
01 N n
a ID M
LC!.
o .+
Q 00 a
IDo-
111 .+ n
01 ID M
D4 ▪ omo v
O N .+
NIof
D M
m
N CO a
a• ot
IDD CO
Cr m or.
111 00 Q
tD
ID
0i
L el
00
rn
0
N
r
H
N
N
0
N
N
0l
ao
m
N
N
N
✓ f
N
C7▪ 1
N
00
CO
N
VI
N
a
N
N
N
a
a IT1.0
01 �
O m
H N
01
00 at
N M
N
CO01
CO
0 01
O m
N N
00
N l0
co
01 VI
Lai -4
0
" m
N co
N N
V1 N
00 g-1
N 0
at 00
O ..
op
0
O
00
m
00
01
m
01
01
0,
CO
00
00
000
0,
V
00
m
oo
m
a
N
01
ID
0,
0l
m
m
N
CO
O
oo
V1
00
ID
N
00
N
N
00
CO UD N V1 00 ID N .. ..
10 10 N M N O V1 .. N
O a V1 O1 M m N 1.0
N .. tV 0 V) O H M
m N a ao a O m. oo a
00 01 01 01 V1 M N .1 N
N 67 a 01 O N 011 10
- a 4- n (0 000 00
CO 00
1.0 01 CO m M
00 N N V1 N
m .01 Cr vi N
N ID O V) N
ON1 0 a N a 10
o,r)m m N
10M a OV1
N 01 01 04.
N N m N a
N
M N CO 0 N
0 a N M ..
00 01 01 V1 m
M M a0 O O
V1 ID M N a
N at
00
a
M
N
0 CO 00 40
CO 00 a a
00 n .. -4
N ao Q1
a M 10 M
a
m
01
00
00
00
M
00
ti
V1
l0
V1
m
001
.. .. ..
m .O
0 ID 01 m
N 01 '.
m 00 a
000 .-1 n
N D M
M 00 a
ID .. 01
00 10 M
N f.1 H
a. 00 at
N .. .-1
1.0 .. N
O ID M
C 00 a
N
10
a
0i
a
0
N
a
O
M
00-
0 00
0
00
W
U y
5 W
OC ial ce
V1 Q
x
1,1 m iii u
d W
N W
d W x
C O O
LL
ca m cc
N0
E N0
N W
c 0 N 0 co
E 0 i X J
W W m
m v m y a c 0) uo O y g
czE.c- 8 c cc c m d d ti/2 10
E ->0 E ni> � w IC0 w c O z v
Z u: .$- r O! u c 0 c
c n D° m a • o c u+ E U
a > v Q a d
N a E 2 a O x
K -J K O LL 0 O 0` N W ... W d W
l7 p FO- 2 Y
EXHIBIT E
FORM OF CERTICATE OF COMPLETION
Recording requested by
and when recorded mail to:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder's use.
CERTIFICATE OF COMPLETION
This Certificate of Completion (this "Certificate") is made by the City of Cathedral
City, a municipal corporation, acting in its capacity as the Housing Successor Agency to
the former Redevelopment Agency of the City of Cathedral City (in such capacity,
referred to herein as the "Agency") effective as of , 20
RECITALS
A. Agency, Urban Housing Communities, LLC, a California limited liability
company ("UHC"), and Ikaika Ohana, a Hawaii nonprofit corporation, entered into that
certain Disposition, Development and Grant Agreement dated as of a„,d4t_ y , 2018
(the "DDA") concerning the development of certain real property located in the City of
Cathedral City, Riverside County, California and more particularly described in Exhibit A
attached hereto (the "Property"). UHC's rights and obligations under the DDA were
assigned to , L.P., a California limited partnership ("Developer")
pursuant to an unrecorded Assignment and Assumption Agreement dated as of
,20_. A Memorandum of the DDA was recorded in the Official
Records of Riverside County ("Official Records") on /z%i) , 20 /8 as
Instrument No.,2o18 -0y8037Book , Page 1 of- fsi . Capitalized terms used
herein without definition shall have the meaning ascribed to such terms in the DDA.
B. Pursuant to Section 5.12 of the DDA, the Agency is required to furnish the
Developer or its successors with a Certificate of Completion upon completion of
development of the Project in accordance with the DDA.
C. The Agency has determined that the development of the Project has been
satisfactorily completed in accordance with the DDA.
NOW, THEREFORE, Agency hereby certifies as follows:
1. Development of the Project has been satisfactorily completed in
conformance with the DDA.
2. All indemnity, use, maintenance, and nondiscrimination covenants
contained in the DDA shall remain in effect and enforceable in accordance with the
DDA. This Certificate does not constitute evidence of Developer's compliance with
those covenants in the DDA that survive the issuance of this Certificate, including
OAK #4816-2401-5974 v4
1
without limitation, compliance with the Affordable Housing Regulatory Agreement and
Declaration of Restrictive Covenants entered into pursuant to the DDA and recorded in
the Official Records on , 20_ as Instrument No. Book ,
Page
3. This Certificate does not constitute evidence of compliance with or
satisfaction of any obligation of Developer to any holder of a deed of trust securing
money loaned to finance the Project or any part thereof, and does not constitute a
notice of completion under California Civil Code Section 9204.
4. Nothing contained in this instrument shall modify any provisions of the
DDA or any other document executed in connection therewith.
IN WITNESS WHEREOF, Agency has executed and issued this Certificate of
Completion as of the date first written above.
CITY OF CATHEDRAL CITY, a municipal corporation, acting in its capacity as the
Housing Successor Agency to the former Redevelopment Agency of the City of
Cathedral City
By: FORM- DO NOT SIGN
Name:
City Manager
ATTEST:
By: FORM- DO NOT SIGN
City Clerk
APPROVED AS TO FORM:
By: FORM- DO NOT SIGN
City Attorney
OAK #4816-2401-5974 v4
2
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or Tess.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion Tying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y of the Northwest 3: of the Southwest 3'. of the
Northwest 16 of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or Tess to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
comer of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
Exhibit F
FORM OF MEMORANDUM OF OPTION AND GRANT AGREEMENT
Recording Requested by
and when Recorded, return to:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
MEMORANDUM OF OPTION AND GRANT AGREEMENT
This Memorandum of Option and Grant Agreement (this "Memorandum"), dated as
of , 20_, is entered into by and between the City of Cathedral City, a
municipal corporation, acting in its capacity as the Housing Successor Agency to the former
Redevelopment Agency of the City of Cathedral City (in such capacity, referred to herein as
the "Agency") and , L.P., a California limited partnership
("Developer"). Agency and Developer are hereinafter collectively referred to as the
"Parties."
1. Grant Agreement; Conveyance. Pursuant to that cerlain Disposition, Development,
and Grant Agreement (the "Agreement") dated as of 17/pi , 2018, executed by
and among Agency, Urban Housing Communities, LLC, a California limited liability
company ("UHC"), and lkaika Ohana, a Hawaii nonprofit corporation, the Agency has
agreed to convey to Developer (as successor to UHC under the Agreement), and
Developer has agreed to develop, certain real property consisting of ten (10) vacant parcels
located on Landau Avenue between Vega Road and Elizabeth Road, in the City of
Cathedral City, Califomia, known as Riverside County Assessor's Parcel Nos. 678-060-
001, -002, -003, -004, -005, -049, -050, -052, and -053, and more particularly described in
Exhibit A attached hereto and incorporated herein by this reference (the "Property").
Pursuant to the Agreement, subject to specified conditions, the Agency has agreed to
provide a grant to assist in providing financing for the Project (defined below).
2. Schedule for Construction. Among other conditions, the Agreement provides that
unless such dates are extended by mutual agreement of the Parties, by not later than May
31, 2021, Developer shall have commenced, and by not later than November 30, 2022,
Developer shall have completed, construction of an affordable multi -family housing project
(the "Project") on the Property that will be subject to rent restrictions pursuant to an
Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants
("Regulatory Agreement") that will be recorded in the Official Records of Riverside County
concurrently with the conveyance of the Property to Developer.
3. Agency Option to Repurchase; Power of Termination. The Agreement further
provides that the Agency has the right to enter upon and retake the Property or to purchase
the Property pursuant to certain reversionary interests and option rights upon the
occurrence of certain events, including without limitation Developer's failure to commence
OAK #4827-6873-3286 v5
1
or complete construction of the Project within the time periods set forth in Section 2 above,
Developer's transfer of the Property in violation of the Agreement, and the occurrence of
certain other events of default, as more particularly described in the Agreement.
4. Restrictions on Transfer. The Agreement further provides that (i) except as
permitted by the Agreement, Developer shall not voluntarily or involuntarily make or attempt
any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part
of the Property or the Project without the prior written approval of the Agency; and (ii) any
transferee of all or part of the Property shall be subject to and shall expressly assume all of
the covenants, obligations and restrictions of the Agreement which pertain to the portion of
the Property transferred, including without limitation, the provisions of the Regulatory
Agreement.
5. Agreement Controls. The Parties have executed and recorded this instrument to
give notice of the Agreement and the respective rights of the Parties thereunder. Copies of
the unrecorded Agreement are available at the offices of the Agency, 68-700 Avenida Lalo
Guerrero, Cathedral City, CA 92234, and such document is incorporated by reference in its
entirety in this Memorandum. This Memorandum is solely for recording purposes and shall
not be construed to alter, modify, amend or supplement the Agreement. In the event of any
inconsistency between this Memorandum and the Agreement, the Agreement shall control.
6. Interpretation; Counterparts. This Memorandum shall be interpreted and enforced in
accordance with California law without regard to principles of conflict of laws. This
Memorandum may be executed in counterparts, each of which shall be an original and all
of which together shall constitute one instrument.
7. Binding Effect. The Agreement shall bind and inure to the benefit of the Parties and
their respective successors and assigns, subject to the provisions of the Agreement
concerning assignment.
OAK #4827-6873-3286 v5
SIGNATURES ON FOLLOWING PAGE
2
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum
as of the date first set forth above.
AGENCY:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing
Successor Agency to the former Redevelopment Agency of the City of Cathedral City
B
Print Name:
Title:
ay./es C fie e/!ine,J
_L
ATTEST.
City CI _ rk
APPROVED AS TO • RM. -7
City Attorney /
DEVELOPER:
, L.P., a California limited partnership
By:
Its:
SIGNATURES MUST BE NOTARIZED.
OAK #4827-6873-3286 v5
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of V \ v(ll`J1 ck
) ss
On wit? t»\t tyV 201`6,before me,1it( 12 v1 -10e) ji\lU�L1 6.PUb1lc,
Name of Notary)
notary public, personally appeared C I'Y tl1-P`., 9 .1 -tett lecyl cn
who proved to me on the basis of satisfactory evidence to be the person0 whose name(Wis/a
subscribed to the within instrument and acknowledged to me that he/sl'e/thky executed the same
in his /thpYr authorized capacity ijf, and that by his/hfie4e(r signature on the instrument
the person(,, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Nbfary Si ature)
OAK #4834-9774-2700 v44
TRACEY R. MARTINEZ
Commission # 2104537
Notiry Pubbc - Cddorola
Riverside County
Comm. Eroka Ap 21.2019
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
) ss
On , 20 , before me,
(Name of Notary)
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.
(Notary Signature)
OAK #4827-6873-3286 v5
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or less.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof described as
follows:
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of the
West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section 16;
Thence, North 00° 16' 31" West, 630 feet;
Thence, North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as Lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page 3, records
of Riverside County, California.
APN: 678-060-004
That portion of the Northwest Quarter of the Southwest Quarter of the Northwest quarter of Section
16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, more particularly described as Lot 106 of Assessor's Map 46 on file in Book
2 Page 3 of Assessor's Maps, Record of Riverside County, California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest Y4 of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West 31 of the Northwest % of the Southwest 34 of the
Northwest % thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book 2 Page 3
of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, in the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East %: of the Northwest 34 of the Southwest 3; of the
Northwest 'A thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East 34 of the Northwest 34 of the Southwest 34 of the
Northwest 3; thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion Tying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y� of the Northwest Y4 of the Southwest % of the
Northwest A of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or less to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
comer of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
Exhibit G
FORM OF GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
THE UNDERSIGNED GRANTOR DECLARES:
DOCUMENTARY TRANSFER TAX IS $
_X Computed on full value of property conveyed, or
Computed on full value less liens and encumbrances remaining at time of sale.
Unincorporated area _X_ City of Cathedral City
GRANT DEED
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City of Cathedral City, a municipal corporation, acting in its capacity as
the Housing Successor Agency to the former Redevelopment Agency of the City of
Cathedral City (in such capacity, referred to herein as the "Grantor") hereby grants and
conveys to , L.P., a California limited partnership
("Grantee"), the real property consisting of ten (10) vacant parcels located on Landau
Avenue between Vega Road and Elizabeth Road, in the city of Cathedral City, California,
known as Riverside County Assessor's Parcel Nos. 678-060-001, -002, -003, 004, -005, -
049, -050, -051, -052, and -053, and more particularly described in Exhibit A attached hereto
and incorporated herein (the "Property").
1. Development Requirements. The Property is conveyed subject to that certain
Disposition, Development and Grant Agreement entered into by and among the Grantor,
Urban Housing Communities, LLC, a California limited liability company ("UHC"), and Ikaika
Ohana, a Hawaii nonprofit corporation, and dated as of , 2018 (the
"Agreement"). Grantee assumed UHC's rights and obligations under the Agreement
pursuant to an unrecorded Assignment and Assumption Agreement dated as of
, 20_. The Grantor and the Grantee have executed a Memorandum of
the Agreement dated as of the date hereof (the "Memorandum") which will be recorded in
the Official Records of Riverside County ("Official Records") substantially concurrently
herewith.
2. Development of Improvements. The Grantee hereby covenants and agrees, for itself
and its successors and assigns, that the Grantee and such successors and assigns shall
promptly begin and diligently prosecute to completion the construction of improvements on
the Property (the "Improvements") in accordance with the Agreement, including without
limitation in accordance with the provisions of the Agreement that specify the required
number of residential units to be constructed and the time period within which construction of
the Improvements must be completed. The Property is conveyed subject to the
OAK #4821-8644-5670 v4 1
requirements of that certain Affordable Housing Regulatory Agreement and Declaration of
Restrictive Covenants that will be recorded substantially concurrently herewith (the
"Regulatory Agreement").
3. Certificate of Completion. Promptly following completion of construction of the
Improvements and the issuance of a final certificate of occupancy for the Improvements, the
Grantor will furnish the Grantee with an instrument so certifying (a "Certificate of
Completion"). Such Certificate of Completion shall constitute conclusive determination of
satisfactory completion of construction of the Improvements and compliance with the
covenants in the Agreement and in this Grant Deed regarding the dates for the
commencement and completion of such construction.
4. Non -Discrimination. Grantee shall not restrict the rental, sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the
basis of race, color, religion, creed, sex, sexual orientation, disability, marital status,
ancestry, or national origin of any person. Grantee covenants for itself and all persons
claiming under or through it, and this Grant Deed is made and accepted upon and subject to
the condition 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 Property or part thereof, nor shall Grantee or any person claiming under or
through Grantee establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or
assigns, as to any portion of the Property or the Improvements shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns,
and all persons claiming under or through it, that there shall be no
discrimination against or segregation of a person or of a 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 property herein conveyed
nor shall the grantee or any person claiming under or through the grantee
establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
OAK #4821-8644-5670 v4 2
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status,
nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4,
51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs,
personal representatives and assigns, and all persons claiming under the
lessee or through the lessee, that this lease is made subject to the condition
that there shall be no discrimination against or segregation of any person or of
a group of persons on account of race, color, creed, religion, sex, sexual
orientation, marital status, national origin, ancestry or disability in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the property
herein leased nor shall the lessee or any person claiming under or through the
lessee establish or permit any such practice or practices of discrimination of
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, sublessees, subtenants, or vendees in the
property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status,
nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4,
51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(c) In Contracts relating to use or occupancy of the Property or the Improvements,
the following language shall appear:
"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 property
nor shall the transferee or any person claiming under or through the transferee
establish or permit any such practice or practices of discrimination or
segregation with reference to selection, location, number, use or occupancy of
tenants, lessee, subtenants, sublessees or vendees of the land."
OAK #4821-8644-5670 v4 3
5. Restrictions on Transfer. The Grantee covenants and agrees that the Property and
Improvements will be used for the purposes of timely development of affordable housing as
set forth in the Agreement and not for speculation in landholding. The Grantee further
recognizes that Grantor entered into the Agreement, permitted its assignment to Grantee,
and agreed to convey the Property to Grantee in reliance on the qualifications and identity of
Grantee, and that the qualifications of Grantee are of particular concern to Grantor,
particularly in view of the importance of the construction of the Improvements to the general
welfare of the community, the financial and other assistance provided by Grantor to facilitate
development of the Improvements, and the reliance by Grantor upon the unique
qualifications and ability of the Grantee to develop, operate and manage the Property as an
affordable housing development. Grantee covenants, for itself and its successors and
assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or
encumbrance of the Agreement or the Property and the Improvements thereon or any part
thereof, or of any ownership interest in the Grantee (collectively, "Transfer") in violation of
the Agreement.
6. Duration of Covenants. The covenants contained in Section 2 regarding construction
shall remain in effect until the issuance of a Certificate of Completion pursuant to the
Agreement. The covenants against discrimination contained in Section 4 shall remain in
effect in perpetuity. The covenants against prohibited sales, transfers, assignments,
conveyances, leases, pledges and encumbrances contained in Section 5 shall remain in
effect throughout the term of the Regulatory Agreement.
7. Mortgagee Protection. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant Deed shall defeat or render
invalid or in any way impair the lien or charge of any mortgage, deed of trust or other
financing or security instrument permitted by the Agreement; provided, however, that any
successor of Grantee to the Property and Improvements shall be bound by such remaining
covenants, conditions, restrictions, limitations and provisions, whether such successor's title
was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.
8. Binding on Successors. The covenants contained in Sections 2, 4, and 5 of this
Grant Deed, without regard to technical or legal classification or designation specified in this
Grant Deed or otherwise, shall to the fullest extent permitted by law and equity, be binding
upon Grantee and any successor in interest to the Property and Improvements or any part
thereof, for the benefit of Grantor, and its successors and assigns, and such covenants shall
run in favor of and be enforceable by the Grantor and its successors and assigns for the
entire period during which such covenants shall be in force and effect, without regard to
whether the Grantor is or remains an owner of any land or interest therein to which such
covenants relate. In the event of any breach of any of such covenants, the Grantor and its
successors and assigns shall have the right to exercise all rights and remedies available
under law or in equity to enforce the curing of such breach.
9. Power of Termination. Subject to and in accordance with the procedures and
provisions of Section 9.8 of the Agreement, the Grantor has the right, at its option, to re-
enter and take possession of the Property, or portion thereof, with all Improvements thereon,
OAK #482 I -8644-5670 v4 4
and revest in the Grantor the estate conveyed to the Grantee, in the event of a default
arising under Section 9.8 of the Agreement.
10. Option to Repurchase. Subject to and in accordance with the procedures and
provisions of Section 9.9 of the Agreement, the Grantor has the right, at its option, to
purchase and take possession of the Property, or portion thereof, with all Improvements
thereon, and revest in the Grantor the estate conveyed to the Grantee, in the event of a
default arising under Section 9.9 of the Agreement.
The Grantor shall have the right to institute such actions or proceedings as it may
deem desirable to effectuate the purposes of Sections 9 and 10 hereof. Any delay by the
Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting
its rights hereunder shall not operate as a waiver of or limitation on such rights, nor operate
to deprive Grantor of such rights, nor shall any waiver made by the Grantor with respect to
any specific default by the Grantee, its successors and assigns, be considered or treated as
a waiver of Grantor's rights with respect to any other default by the Grantee, its successors
and assigns, or with respect to the particular default except to the extent specifically waived.
11. Amendments. Only the Grantor, its successors and assigns, and the Grantee and the
successors and assigns of the Grantee in and to all or any part of the fee title to the Property
and Improvements shall have the right to consent and agree to changes or to eliminate in
whole or in part any of the covenants contained in this Grant Deed. For purposes of this
Section, successors and assigns of the Grantee shall be defined to include only those
parties who hold all or any part of the Property and Improvements in fee title, and shall not
include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under
deed of trust, or any other person or entity having an interest less than a fee in the Property
and Improvements.
12. Conflict Among Documents. In the event there is a conflict between the provisions of
this Grant Deed and the Agreement, it is the intent of the parties that the Agreement shall
control.
13. Grantee's Acknowledgement. By its execution of this Grant Deed, Grantee has
acknowledged and accepted the provisions hereof.
14. Counterparts. This Grant Deed may be executed in counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGES.
OAK #4821-8644-5670 v4 5
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of
20
,
GRANTOR:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing
Successor Agency to the former Redevelopment Agency of the City of Cathedral
By: -FORM — DO NOT SIGN
Print Name:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
GRANTEE:
, L.P., a California limited partnership
By:
Its:
SIGNATURES MUST BE NOTARIZED.
OAK #4821-8644-5670 v4 6
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
) ss
On , 20 , before me,
(Name of Notary)
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.
(Notary Signature)
OAK #4821-8644-5670 v4 7
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
) ss
On , 20 , before me,
(Name of Notary)
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.
(Notary Signature)
OAK#4821-8644-5670 v4 8
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof, described as
follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner of the
West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest one-
quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or Tess.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in Assessor's
Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of the
Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range 5 East,
San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown
by United States Government Survey. Said West 58.47 feet of the East 116.94 feet being measured
along the North line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of Assessor's
Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of the official
records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 103 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as shown by
U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of the West
half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land conveyed
to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast corner
thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2, Page 3 of
Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion Tying within Lot 102 of Assessors Map in Book 2 Page 3 of Assessors
Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof described as
follows:
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of the
West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section 16;
Thence, North 00° 16' 31" West, 630 feet;
Thence, North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as Lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page 3, records
of Riverside County, California.
APN: 678-060-004
That portion of the Northwest Quarter of the Southwest Quarter of the Northwest quarter of Section
16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, more particularly described as Lot 106 of Assessor's Map 46 on file in Book
2 Page 3 of Assessor's Maps, Record of Riverside County, California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest X of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City, County of
Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West X of the Northwest Y. of the Southwest X of the
Northwest % thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book 2 Page 3
of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, in the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East /2 of the Northwest 34 of the Southwest 3G of the
Northwest'/. thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or Tess, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East 32 of the Northwest 3: of the Southwest 3: of the
Northwest 3: thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, Califomia.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion Tying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East Y2 of the Northwest 34 of the Southwest Y. of the
Northwest Y, of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof.
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of Assessor's
Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or less to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, in the office of the
County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the Northwest
comer of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630 feet to the
Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book 2, Page 3,
in the office of the County Recorder of Riverside County.
Exhibit H
FORM OF PUBLIC PURPOSE OPTION MEMORANDUM
Recording Requested by
and when Recorded, return to:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
(SPACE ABOVE THIS LINE RESERVED FOR RECORDERS USE)
MEMORANDUM OF OPTION
(Public Purpose Parcels)
This Memorandum of Option (this "Memorandum"), dated as of ,
2018, is entered into by and between the City of Cathedral City, a municipal corporation,
("City") and , L.P., a California limited partnership ("Developer").
City and Developer are hereinafter collectively referred to as the "Parties."
1. Disposition and Development Agreement. Pursuant to that certain Disposition,
Development, and Grant Agreement (the "Agreement") dated as of , 2018,
executed by and among the City, acting in its capacity as the Housing Successor Agency to
the former Redevelopment Agency of the City of Cathedral City (in such capacity referred
to herein as "Agency"), Urban Housing Communities, LLC, a California limited liability
company ("UHC"), and Ikaika Ohana, a Hawaii nonprofit corporation, the Agency has
agreed to convey to Developer (as successor to UHC under the Agreement), and
Developer has agreed to develop, certain real property consisting of ten (10) vacant parcels
located on Landau Avenue between Vega Road and Elizabeth Road, in the City of
Cathedral City, California, known as Riverside County Assessor's Parcel Nos. 678-060-
001, -002, -003, -004, -005, -049, -050, -051, -052, and -053 (collectively, the "Property").
A memorandum of the Agreement will be recorded in the Official Records of Riverside
County ("Official Records") substantially concurrently herewith.
2. City Option to Purchase Public Purpose Parcels. In accordance with Section 3.1.1
of the Agreement, Developer hereby grants to City an option (the "Option") to purchase
parcels 678-060-053 and 678-060-051 (as more particularly described in Exhibit A attached
hereto and incorporated herein by this reference, the ""Public Purpose Parcels") upon the
terms and conditions set forth herein.
3. Terms. If Developer determines that the Public Purpose Parcels are not necessary
for development of the Project (as defined in the Agreement), and the Public Purpose
Parcels are excluded from the final site development plan submitted to City for the Project,
the City shall have the option to purchase the Public Purpose Parcels for the price of One
Dollar ($1.00). The Option shall expire on the earlier of (i) the first anniversary of the Close
of Escrow for conveyance of the Property to Developer, and (ii) the first anniversary of the
date that this Memorandum is recorded in the Official Records. If City exercises the Option,
Developer shall convey the Public Purpose Parcels to City by grant deed, and escrow shall
OAK #4834-9774-2700 v4
1
close for conveyance of the Public Purpose Parcels within sixty (60) days following City's
delivery of written notice of exercise of the Option. All title and escrow fees and charges
incurred in connection with conveyance of the Public Purpose Parcels to City shall be paid
by City.
4. Agreement Controls. The Parties have executed and recorded this instrument to
give notice of the Option. This Memorandum is solely for recording purposes and shall not
be construed to alter, modify, amend or supplement the Agreement. In the event of any
inconsistency between this Memorandum and the Agreement, the Agreement shall control.
5. Interpretation; Counterparts. This Memorandum shall be interpreted and enforced in
accordance with California law without regard to principles of conflict of laws. This
Memorandum may be executed in counterparts, each of which shall be an original and all
of which together shall constitute one instrument.
6. Binding Effect. The Agreement shall bind and inure to the benefit of the Parties and
their respective successors and assigns.
OAK #4834-9774-2700 v4
SIGNATURES ON FOLLOWING PAGE
2
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum
as of the date first set forth above.
CITY:
City of Cathedral City, a municipal corporation
By:
Print Name: a Imc, -,t (
Title: (1, 77 ing,v
ATTEST:
y Clerk
APPROVED ASTOFM
City Attorney
DEVELOPER:
, L.P., a California limited partnership
By:
Its:
SIGNATURES MUST BE NOTARIZED.
OAK #4834-9774-2700 v43
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
) ss
County of � 11/P (t) I rl )
On NU\2VYI ✓2i 2_Uh, before me, Tl(cic-e 1 -ick v v1Q 2, oi? w1 Pub ,
!(Name of Notary)
notary public, personally appeared C hi,, y 5 j Yl C r k' o d 6Yi
who proved to me on the basis of satisfactory evidence to be the person whose name(s%is/ayt
subscribed to the within instrument and acknowledged to me that he/sh /thVy executed the same
in his/he9/theA authorized capacity(iO), and that by his/h7f/thgir signature( on the instrument the
person(, or the entity upon behalf of which the person(fiacted, 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.
)2 171%y(A_
(NoGy Signdture)
OAK #4845-2990-1670 v5
25
TRACEY R. MARTINEZ
Commissions 2104597
Notary Public • California
Riverside County
Comm. Evens At21 2019
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
)
) ss
)
On , 20 , before me,
(Name of Notary)
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.
(Notary Signature)
OAK #4834-9774-2700 v45
EXHIBIT A
LEGAL DESCRIPTION
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in Book 2 Page
3, In the City of Cathedral City, County of Riverside, State of California, Records of Riverside County,
California;
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast comer of the East 11 of the Northwest K of the Southwest 76 of the
Northwest K thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described In deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
,.Beginning at the Southeast corner of`.the East Y4 of the Northwest X of the Southwest X of the
Northwest 36 thereof, said Sout} east:corner;
Also being the Northeast corner, of Parcel 1,ithat property described in deed recorded March 14,
1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00° West, 630.00 feet, more or Tess, to a point on the South line of Frank Road
(60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest comer of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77 and 78 of Maps,
Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the Northwest
corner of said Lot 516;
Thence South 0° 15'45" West along the west line of Palm Springs Highlands, Unit No. 3, a distance of
630.00 feet to the Point of Beginning.
Also excepting therefrom any portion lying within Lot 108 of Section 16, Township 4 South, Range 5
East, San Bernardino Meridian.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of
Cathedral City, County of Riverside, State of California, according to the official plat thereof;
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the Southwest
one quarter of the Northwest one quarter thereof, said Southeast -corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded March 14,
--1979-as1nstrument No. 50601, of said land; _.
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet to the
Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or less to a point on the South line of Frank Road (60 feet
wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of Palm Springs
Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of Maps, In the office of the
County Recorder of said County;
A e2v [ I - o I
RECORDING REQUESTED BY: DOC # 2019-0152112
05/02/2019 12:55 PM Fees: $115.00
Recording Requested By Page 1 of 5
First American Title HSD Recorded in Official Records
CITY OF CATHEDRAL CITY IN ITS CAPACITY PeRiverside
Peteerr Aldana
AS HOUSING SUCCESSOR AGENCY Assessor-County Clerk-Recorder
WHEN RECORDED MAIL TO: **This document was electronically submitted
to the County of Riverside for recording**
City of Cathedral City Receipted by: MARIA VICTORIA#411
Attn: City Clerk
68-700 Avenida Lab Guerrero
Cathedral City,California 92234
(Space above for Recorder's Use)
ASSIGNMENT AND ASSUMPTION AGREEMENT
BY AND BETWEEN
URBAN COMMUNITIES, LLC,
a CALIFORNIA LIMITED LIABILITY COMPANY
AND
A0685 CATHEDRAL CITY, L.P.,
a CALIFORNIA LIMITED PARTNERSHIP
TRA:
DT:
RECORDING REQUESTED BY:
Recording Requested By
First American Title HSD
CITY OF CATHEDRAL CITY IN ITS CAPACITY
AS HOUSING SUCCESSOR AGENCY
WHEN RECORDED MAIL TO:
City of Cathedral City
Attn: City Clerk
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
511 P4-6
"1/ (Space above for Recorder's Use)
ASSIGNMENT AND ASSUMPTION AGREEMENT
BY AND BETWEEN
URBAN COMMUNITIES, LLC,
a CALIFORNIA LIMITED LIABILITY COMPANY
AND
A0685 CATHEDRAL CITY, L.P.,
a CALIFORNIA LIMITED PARTNERSHIP
TRA:
DT:
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
entered into effective as of Ap L 2' , 2019 ("Effective Date"), by and between Urban
Housing Communities, LLC, a California limited liability company ("Assignor") and A0685
Cathedral City, L.P., a California limited partnership ("Assignee").
RECITALS
A. Assignor, Ikaika Ohana, a Hawaii nonprofit corporation, and the City of
Cathedral City, a municipal corporation, acting in its capacity as the Housing Successor Agency
to the former Redevelopment Agency of the City of Cathedral City (in such capacity, referred to
herein as the "Agency") entered into that certain Disposition, Development and Grant
Agreement dated as of December 4, 2018 (the "DDA") addressing the disposition and
development of the real property consisting of ten (10) vacant parcels located on Landau Avenue
between Vega Road and Elizabeth Road, in the City of Cathedral City, California, known as
Riverside County Assessor's Parcel Nos. 678-060-001, -002, -003, -004, -005, -0049, -050, -051,
-052, and -053 (the "Property").
B. Assignor desires to assign all of its right, title and interest in and to, and
obligations under, the DDA to the Assignee, and the Assignee desires to assume all of
Assignor's right, title and interest in and to, and obligations under, the DDA, subject to the
Agency's consent.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment by Assignor. Assignor hereby assigns to Assignee all of Assignor's
right, title, and interest in and to, and obligations under, the DDA.
2. Acceptance of Assignment and Assumption by Assignee. Assignee hereby
accepts the above assignment of Assignor's right, title and interest in and to, and assumes all of
Assignor's obligations under, the DDA, and agrees to perform all of Assignor's obligations and
covenants under the DDA as if Assignee were the original signatory thereto.
3. Representations. Assignor and Assignee each represents and warrants that each
is duly formed, validly existing, and in good standing under the laws of the State of
California, and has the power and authority to execute this Agreement and perform its
respective obligations hereunder.
4. Binding on Successors. The terms of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors and assigns.
OAK#4816-0284-9672 v2
5. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, Assignor and Assignee have entered into this Assignment and
Assumption Agreement effective as of the date first written above.
ASSIGNOR:
Urban Housing Communities, LLC, a California limited liability company
By: ,j4
Print/ame: j 1 N Gf t y
Title: c-0.0
ASSIGNEE:
A0685 Cathedral City, L.P., a California limited partnership
By: A0685 Cathedral City Holdings LLC, a California limited liability company
Its: General Partner
By: Urban Housing Communities, LLC, a California limited liability company
Its: Sole Member
By: he:
41,;1 `rint To HAI /F 1114.1.
Title: /1AN4-z z-
AGENCY'S ACKNOWLEDGEMENT AND CONSENT
The City of Cathedral City, a municipal corporation, acting in its capacity as the Housing
Successor Agency to the former Redevelopment Agency of the City of Cathedral City hereby
consents to the above-described assignment and assumption of Assignor's rights and obligations
under the DDA to the Assignee.
AGENCY:
City of Cathedral City, a municipal corporation, acting in its capacity as the Housing Successor Agency
to the former ' •velopment Agency of the City of Cathedral City
By: Mi _ L_
Charles P. McClendon, City Manager
Approved as to form:
2
OAK#4816-0284-9672 v2
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of ORANGE} ss.
On March 4, 2019 before me, Arturo Rosiles, Notary Public, personally appeared
John F. Bigley, who proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS�� SSmy hand and official seal.
(��„� -0 v<>� ARTURO ROSILES
Notary Public-California
<.'
Signature zOCounty
` � Commissionrange 2188363
My Comm.Expires Apr 23,2021
(seal)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGEMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On l 7 I 2-C1 , 2019, before me, Tracey R. Martinez, Notary Public,
personally appeared (1,11Y,{6e 1-ACCkk V'AD 1
Name of Signer(s)
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
TRACEY R.MARTINEZ signature(s) on the instrument the person(s), or the
Notary Public- fornia entity upon behalf of which the person(s) acted,
`;�
"•��' • Riverside Coounna,_"�sCommission k 2282778
County �
p Apr 21 2023 r executed the instrument.
My Comm.Expires
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.
111
U Signature of Notav ublic