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HomeMy WebLinkAboutRecorded Doc 2009-003 WO --00 3 1 2 a RecordingRequested By DOC # 2009-0010626 CNICA(in TITLE COMPANY01/09/2009 08:00A Fee:NCPage 1 of 61 Recorded in Official Records County of Riverside Larry W. Ward RECORDING REQUESTED BY ) Assessor, County Clerk & Recorder AND WHEN RECORDED MAIL TO: ) II ff I I III III II III III Redevelopment Agency of the ) City of Cathedral City 68-700 Avenida Lalo Guerrero S R U PAGE SIZE DA MISC LONG RFD COPY Cathedral City, CA 92234 , 1 Attn: Agency Secretary M A L 65 426 PCOR NCOR SMF CI EXAM1 IT: CTY rUNI 09 (EXEMPT FROM RECORDING FEES PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND/OR 27383) , 41111 DECLARATION OF AFFORDABILITY COVENANTS T THIS DECLARATION OF AFFORDABILITY COVENANTS (this 033 "Declaration") is made on ,S� ' W1hQr I , 2008, by Habitat for Humanity of the Coachella Valley, Inc. , a California non- profit public benefit corporation (hereinafter referred to as the "Declarant") , with respect to certain properties located in the City of Cathedral City, County of Riverside, California, as more fully described in Exhibit "A" attached hereto and incorporated herein by this reference (collectively, the "Properties", or each, a "Property") . WHEREAS, the Declarant and the Redevelopment Agency of the City of Cathedral City (the "Agency") have entered into that certain Disposition and Development Agreement dated as of October 16, 2007 (the "DDA") with respect to the Declarant' s development of the Properties; and WHEREAS, pursuant to the terms and conditions of the DDA, and in return for the Agency' s conveyance of the Properties to the Declarant, the Declarant has agreed to develop upon each of the Properties, a detached single family residence of approximately fourteen hundred square feet, containing four (4) bedrooms and two (2) bathrooms (each, a "Residence" or together, the "Residences") , which shall be reserved for the purchase and occupation by "lower income households" as defined under Health and Safety Code Section 50079 . 5, and maintained as lower income affordable as provided under Health and Safety Code Section 50052 . 5, for a term of forty-five (45) years; and WHEREAS, the Declarant desires this Declaration to serve as the instrument to impose said covenants . CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 1 NOW THEREFORE, the Declarant declares that the Properties described herein above are held and will be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, restrictions and limitations set forth in this Declaration, all of which are in accordance with the requirements of the DDA. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Properties described above or any part thereof, and to any improvements located thereon, and will inure to the benefit of the Agency. Each grantee of a conveyance or purchaser under a contract or agreement of sale covering any right, title or interest in any part of the Properties, by accepting a deed or a contract of sale or agreement of purchase, accepts the Properties (or Property when referring to one of the parcels comprising the Properties) , subject to, and agrees to be bound by all of the restrictions, covenants and limitations set forth in this Declaration. 1 . Capitalized Terms and Definitions . All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them by the DDA, unless the context clearly indicates a different meaning. For purposes of this Declaration, the following terms shall have the meaning set forth below: Affordable Housing Cost - shall have the meaning set forth in Section 3 below. Allowance Adjustments - shall have the meaning set forth in Section 3 below. Eligible First Loan - shall mean a fully amortized fixed rate loan with a term of up to thirty (30) years, offered by Declarant to Qualified Buyers or available from an institutional lender, including without limitation, commercial banks, savings banks, credit unions or similar lenders, which loan does not include any of the following: (i) a prepayment penalty, (ii) loan points in excess of two (2) points total, and (iii) additional processing, application and other loan-related fees (exclusive of customary Riverside County escrow and title charges) in an amount greater than Twelve Hundred Dollars ($1, 200 . 00) . CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 2 Eligible Second Loan - shall mean a fully amortized fixed rate second mortgage loan with a term of up to thirty (30) years, without a prepayment penalty, available from an institutional lender, such as a commercial bank, savings bank, credit union, or similar lender. Equity Loss - shall have the meaning set forth in Section 5 below. Gross Income - shall have the meaning set forth in Section 2 below. Home Equity Loan - shall have the meaning set forth in Section 7 (c) below. Ineligible Loan - shall mean any loan other than an Eligible First Loan or Eligible Second Loan. Line(s) of Credit - shall have the meaning set forth in Section 7 (b) below. Principle Residence - shall mean a Property occupied by a Qualified Buyer as his or her primary residence. A primary residence is one that is not leased or rented to others for more than thirty (30) days in any calendar year. Qualified Buyers - shall have the meaning set forth in Section 2 below. Refinance Restriction - shall have the meaning set forth in Section 7 below. Resale Price - shall have the meaning set forth in Section 6 below. Term - shall have the meaning set forth in Section 2 below. 2 . Affordability Covenants . The Declarant hereby agrees that the affordability covenants contained in this Declaration shall remain in effect upon each Property for forty- five (45) years from the date this Declaration is recorded upon each respective Property (the `Term") . The Declarant covenants that the Properties shall be sold to, owned, occupied and maintained affordable to lower income families earning not more than eighty percent (8Oo) of HUD' s Area Median Income for CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 3 Riverside County ("AMI") , as adjusted from time to time ("Qualified Buyers") . Qualified Buyers income shall be calculated on the basis of their "Gross Income", as defined under Title 25, Section 6914, of the California Code of Regulations, as amended from time to time . In order to ensure compliance with this Declaration in connection with the sale and transfer of each Property, the Declarant and its successors shall obtain a copy of each prospective purchaser' s federal income tax return for the taxable year immediately preceding the proposed purchase of a Property and current income information such as wage statements or, if the prospective purchaser certifies and declares under penalty of perjury that he or she did not file a federal tax return, other evidence of Gross Income for such year acceptable to the Agency in its sole discretion and current income information such as wage statements, to substantiate that the prospective purchaser meets the eligibility requirements of Qualified Buyers . In the event the Agency is unable to make a determination that a prospective buyer is a Qualified Buyer based upon the information provided, the prospective purchaser shall be determined not to meet the requirements of Qualified Buyers and shall be disqualified from purchase. 3 . Determining Maximum Property Sales Price. In order to ensure compliance with this Declaration in connection with the sale and transfer of the Properties, the Properties may not be sold to Qualified Buyers for a purchase price which results in an annual "Affordable Housing Cost" (as defined below) , in excess of one of the following calculations, as applicable : (a) For lower income households whose Gross Income exceeds the maximum income for very low income households and does not exceed seventy percent (70%) of the AMI, adjusted for family size, the product of thirty percent (30%) times seventy percent (70%) of the AMI adjusted for family size appropriate for the unit; or (b) for lower income households that have a Gross Income which equals or exceeds seventy percent (70%) of the AMI adjusted for family size, Affordable Housing Cost shall not exceed thirty percent (30%) of the actual Gross Income of the household. The term "adjusted for family size appropriate to the unit", shall mean a household of five (5) persons in the CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 4 case of each Residence, unless such Residence is remodeled resulting in a bedroom count other than four (4) bedrooms; in which case "adjusted for family size appropriate to the unit" shall mean a household of four (4) persons in the case of a three-bedroom unit and a household of six (6) persons in the case of a five-bedroom unit. Affordable Housing Cost shall include all of the following associated with a Property and shall be calculated on either a monthly or annual basis : 1 . Principal and interest payments on an Eligible First Loan ("PI") ; and 2 . Any loan insurance fees associated therewith including without limitation private mortgage insurance ("PMI") or mortgage insurance premiums ("MIP") ; and 3. Principal and interest payments on an Eligible Second Loan ("SPI") ; and 4 . Property taxes ("Taxes") , calculated as 1 .25% of the Property purchase price; and 5. Any applicable Mello-Roos or other special assessments; and 6. A reasonable monthly utilities allowance ("Utilities Allowance") , based upon the periodic Allowance Adjustments (as provided below) ; and 7 . A reasonable monthly maintenance and repair allowance ("Maintenance Allowance") based upon the periodic Allowance Adjustments (as provided below) . Allowance Adjustments . To provide an adequate level of service as required under California Code of Regulations, Title 25, section 6920, the Utilities Allowance and Maintenance Allowance shall be established periodically upon the sale of each Property (the "Allowance Adjustments") . At the time of a proposed sale, the monthly Utilities Allowance shall be calculated as the product of the Housing Authority of the County of Riverside' s then-published applicable annual "East County housing allowances for tenant furnished utilities and other services" (the "County Standard") for a four (4) bedroom residence with the particular type of CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 5 amenities included in the residence developed upon the Property (i.e. air conditioning, gas or electric stove, among others, all as identified under the County Standard) . At the time of a proposed sale, the monthly Maintenance Allowance shall be recalculated as the product of twenty-five percent (25%) of the then-applicable Utilities Allowance. By way of illustration, if the Utilities Allowance at the time of a proposed sale was one hundred ninety-five dollars ($195) , the Maintenance Allowance would be forty-eight dollars and seventy-five cents ($48 .75) , calculated as $195 multiplied by twenty-five percent (25a) . 4 . Reserved. 5 . Equity Loss . Notwithstanding the maximum sales price established for each Property as set forth in Section 3 above, to assist a Qualified Buyer in selling a Property for an amount at least equal to the original purchase price of the Property (the "Original Price") , where an increase in mortgage interest rates is the sole cause of an increase in Affordable Housing Cost, thereby necessitating a reduction in the sales price of a Property to a price below the Original Price (an "Equity Loss") , this Section 5 shall apply. If a Qualified Buyer believes that the proposed sale of a Property qualifies as an Equity Loss, the Qualified Buyer shall notify the Agency in writing and the Agency shall have thirty (30) days from the receipt of information satisfactory to the Agency to determine if the Qualified Buyer' s situation qualifies as an Equity Loss . The Agency' s determination of an Equity Loss shall be final and conclusive. Information provided by a Qualified Buyer in support of an Equity Loss, shall include, but is not limited to, evidence of prevailing market rates on Eligible First Loans and evidence of the proposed buyer' s ability to secure market rate financing with no premium over such rates due to the proposed buyer' s adverse credit history/rating. If the Agency determines that the Qualified Buyer is subject to an Equity Loss, the Agency may, in its sole discretion, elect to purchase the Property from the Qualified Buyer at a price equal to the Original Price. For purposes of clarification, the Original Price shall not include the Qualified Buyer' s closing and other expenses associated with its purchase of the Property. In the event the Agency elects to purchase the Property, the Qualified Buyer and Agency shall, within twenty (20) days, enter into a purchase agreement for the sale of the Property to the Agency or its assignee at the Original Price . The purchase agreement shall identify the terms CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 6 under which the Property will be sold to the Agency, or its assignee, including without limitation, the Original Price, periods for property physical and title inspection and approval which shall be no less that fifteen (15) days, equal sharing of escrow expenses, and an escrow period which shall not exceed sixty (60) days unless otherwise agreed by the parties . The sale shall be contingent upon the Agency' s approval of the physical and environmental condition of the Property and condition of title. If the Agency declines to purchase the Property within the twenty (20) days period, the Qualified Buyer may sell the Property to a non-approved third party at whatever purchase price is agreed to among the Qualified Buyer and third party purchaser; provided, however; the purchase price may not exceed the Original Price. In such event, the purchaser shall acquire the Property free of this Declaration which the Agency agrees to terminate concurrently with the close of the Property sales escrow. This Section 5 shall not be construed or understood to confer any rights upon any third parties whatsoever and exists solely for the benefit of Qualified Buyers and the Agency. Equity Loss shall not be available to Qualified Buyers solely by reason of a general decline in housing prices which may or may not be attendant to a rise in mortgage interest rates . In other words, Equity Loss is not intended to serve as a guarantor of general real estate market conditions and Qualified Buyers bear the sole risk of an unfavorable change in housing prices which may result in a Qualified Buyer' s losing money on the resale of the Property. Equity Loss shall not be understood or construed to mean that Qualified Buyers are ensured of receiving any net sales proceeds from the sale of the Properties to the Agency or that Qualified Buyers will not be required to bring in funds to close the purchase escrow. Many factors may affect whether Qualified Owners may be required to bring in closing funds . For example, where a Qualified Buyer has been delinquent in loan repayment leading to an increase in the original loan balance due to penalties and interest, the Qualified Buyer has been delinquent in the payment of real property taxes and assessments, or a Qualified Buyer has caused the encumbrance of the Property with any liens, judgments or other encumbrances, are all just a few of the factors which could affect whether a Qualified Buyer will be required to bring in funds to close escrow. A Qualified Buyer' s inability or failure to bring in sufficient funds to close escrow could prevent the close of escrow in violation of this Declaration, sale of a Property and/or have an adverse affect on a Qualified Buyer' s credit rating. CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 7 ��-ems 6. First Right of Refusal . Subject only to the Declarant' s (aka "Developer' s") "First Right of Refusal" to repurchase the Properties as set forth in Section 2 . 03 of the DDA (which is incorporated herein by this reference) , the Agency shall have a continuing "right of first refusal" to purchase the Properties upon the proposed resale by Qualified Buyers at the maximum sales price established by the Affordable Housing Cost (the "Resale Price") . Not less than twenty (20) days prior to the proposed sale, the Qualified Buyer shall notify the Agency of its desire to sell the Property in compliance with this Declaration. Within twenty (20) days of the Agency' s receipt of the notice, the Agency shall notify the Qualified Buyer of the Agency' s interest in purchasing the Property. If the Agency does not respond to the Qualified Buyer within said period or specifically declines to purchase the Property within such time, the Qualified Buyer may proceed with a sale to new Qualified Buyers at the Resale Price. In the event the Agency elects to purchase the Property, the Qualified Buyer and Agency shall, within twenty (20) days, enter into a purchase agreement for the sale of the Property to the Agency at the Resale Price. The purchase agreement shall identify the terms under which the Property will be sold to the Agency, including without limitation, the Resale Price, periods for property physical, environmental and title inspections and approval which shall be no less that fifteen (15) days, equal sharing of escrow expenses, and an escrow period which shall not exceed sixty (60) days unless otherwise mutually agreed by the parties . The sale shall be contingent upon the Agency' s approval of the physical and environmental condition of the Property and condition of title. This Section 6 shall not be construed or understood to confer any rights upon any third parties, including without limitation, a Qualified Buyer' s lender, and exists solely for the benefit of the Agency and its assignees . 7 . Refinance Restriction; Prohibition on Home Equity Lines of Credit; Home Equity Loan Restrictions . (a) Refinance Restriction. Qualified Buyers may not, during the term of this Declaration, refinance the loan (s) used to purchase the Properties (the "Purchase Loan") , without the express written approval of the Agency, which shall not be unreasonably withheld [the "Refinance Restriction (s) "] . The Agency' s decision to approve or disapprove such refinancing shall be based upon such factors as whether; (i) the replacement loan (the "New Loan") provides a reasonable and tangible net benefit to the Qualified Buyer such as a reduction in the CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 8 interest rate and monthly mortgage payment (ii) a reduction in the amortization period, (iii) the refinance is necessary in response to a bona-fide need such as a family or financial hardship, (iv) required due to an order of a court of competent jurisdiction, or (v) frustrates the Agency' s ability to administer the affordability covenants contained in this Declaration. In no event shall Qualified Buyers be permitted to refinance into an Ineligible Loan. Any New Loan approved by the Agency shall remain subject to this Refinance Restriction for the balance of the term of this Declaration. Qualified Buyers acknowledge and agree that the Refinance Restriction is not an unreasonable restraint on Property alienation rights and is necessary in order to ensure that there is sufficient equity maintained in the Properties to pay-off loan balances in the event of sale, taking into account the maximum sales price of the Properties upon resale as set forth in Section 3 above. The Refinance Restriction shall not be construed or understood to confer any rights upon any third parties whatsoever, and exists solely for the benefit of the Agency to assist the Agency in the administration of this Declaration. (b) Prohibition on Home Equity Line (s) of Credit. Under no circumstances may Qualified Buyers obtain home equity lines of credit secured by deeds of trust or similar security instruments upon the Properties (a "Line of Credit") , during the term of this Declaration. Qualified Buyers understand and agree that the prohibition against Lines of Credit is not an unreasonable restraint on Property alienation rights and is necessary in order to ensure that sufficient equity is maintained in the Properties to pay-off the existing loan balances in the event of sale of the Properties, taking into account the maximum sales price of the Properties upon resale as set forth in Section 3 above. (c) Home Equity Loan Restrictions . Following a Qualified Buyer' s third (3rd) anniversary of Property ownership, a Qualified Buyer may, with the written approval of the Agency, which approval may be withheld in the Agency' s sole discretion, obtain a Home Equity Loan (as defined below) secured by the Property, for the purposes of medical expenditures, college tuition expenses, or financial hardship; provided, however; at the time of application, the total of all payments associated with the Property, including the new Home Equity Loan payment, will not exceed an Affordable Housing Cost CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 9 based upon the then applicable lower income limit and maximum Property sales price set forth in Section 3 above, which shall be calculated on the basis of prevailing market rates available on Eligible First Loans and Eligible Second Loans at such time . For purposes of this Section, Home Equity Loan (s) shall mean Eligible Second Loans, except that such loans could be in other than a second lien position at the time of acquisition. 8 . Mortgage Lender Acquisition. This Section 8 exists to accommodate and balance the Agency' s interest in maintaining a supply of affordable housing units and the interest of Property mortgage lenders ("Lender (s) ") in selling Properties acquired through foreclosure action or deed in lieu of foreclosure (collectively, "Foreclosure") . Upon acquisition of a Property by a Lender through Foreclosure, the Lender shall, at least thirty (30) days prior to selling, conveying, transferring or otherwise disposing of the Property, offer to sell the Property to the Agency for a purchase price equal to the original purchase price of the Property paid by the defaulting Qualified Buyer. In the event the Agency elects to purchase the Property, the Agency and Lender shall open escrow with a mutually agreeable escrow company and shall share equally in escrow related expenses except that Agency shall not pay any expenses customarily paid by sellers in Riverside County, California, such as transfer taxes, a standard CLTA buyers title insurance policy insuring good marketable title to the Property, or any property tax or special assessment pro-rations attributable to Lender' s and the defaulting Qualified Buyer' s term of ownership. In the event the Agency declines to purchase the Property within thirty (30) days of receipt of a written offer to sell the Property to the Agency as provided herein, the Lender shall be permitted to sell the Property, free of this Declaration, to any third party willing to purchase the Property. In such event, in recognition of the Agency' s loss of the Property as an affordable housing unit, any sales proceeds received by a Lender in excess of those amounts due the Lender (including reasonable foreclosure expenses and closing costs) , shall be remitted to the Agency concurrently with the close of escrow for the sale. In connection with such sale, the Agency shall cooperate with the Lender in the timely execution of any documents reasonably necessary to terminate this Declaration with respect to the particular Property. 9. Prohibited Transfers . Any sale or transfer of a Property in violation of the terms and conditions of this Declaration is expressly strictly prohibited, shall be null and void, and shall constitute a default of the Qualified Buyer CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 10 under this Declaration, entitling the Agency to exercise all remedies available at law or in equity, including without limitation, seeking injunctive relief to prevent or enjoin the prohibited transfer and/or damages as provided in this Declaration. In the event that the Agency, in its sole election, allows the transfer but seeks monetary damages for such prohibited transfer, Qualified Buyers shall be required, to the extent permitted by law, to pay to the Agency the entire amount of the sales price received, which is in excess of the maximum sales price permitted under this Declaration; provided, however; that nothing herein shall be deemed to limit the Agency' s remedy for a prohibited transfer to seeking monetary damages, and the Agency shall be entitled to pursue any other equitable remedy permitted by law, including specific performance or injunctive relief, to prevent or enjoin a prohibited transfer. 10 . Occupancy Standards . Each Property shall be occupied as the principal residence of Qualified Buyer and for no other purpose . Qualified Buyer shall not enter into agreements for the rental or lease of the Properties or otherwise allow for the rental or lease of the same. The maximum occupancy of the Properties shall not exceed the maximum occupancy allowed pursuant to the general requirements of the United States Department of Housing and Urban Development, which as of the date of this Declaration, is two persons per bedroom, plus one person. 11 . Maintenance of Property. During such time as the Affordability Covenants set forth in this Declaration are in effect, all improvements developed upon each Property, including without limitation, the residences, hardscaping and landscaping, shall at all times be maintained in a neat and orderly condition, good order and repair, consistent with good ownership practices, and in accordance with all applicable Federal, State and local laws . 12 . Distribution of Insurance and Condemnation Proceeds . In the event the improvements on a Property are destroyed and insurance proceeds are distributed to the Qualified Buyer instead of being used to rebuild the improvements upon the Property, or in the event of condemnation, if proceeds thereof are distributed to the Qualified Buyer, any surplus of proceeds so distributed remaining after payment of encumbrances on said Property shall be distributed as follows : that portion of the surplus which is equal to the amount by which the insurance or condemnation proceeds received exceed the Affordable Housing Cost permitted pursuant to this Declaration CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 11 shall be distributed to the Agency, and thereafter, the balance of such surplus, if any, shall be distributed to Qualified Buyer. 13 . Events of Default; Enforcement. In the event of a default in the performance or observance of any covenant, agreement or obligation as set forth in this Declaration and, if such default remains uncured for a period of thirty (30) days after notice thereof shall have been given by the Agency, or such longer period as may be approved by the Agency in writing in its sole discretion, then the Agency may declare that an Event of Default has occurred hereunder and, in addition to other default remedies provided under this Declaration, may exercise any one or more of the following, at its option: (a) By mandamus or other suit, action or proceeding at law or in equity, require the Declarant or its successors in interest to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the Agency hereunder; and (b) Take whatever other action at law or in equity may appear necessary or desirable to enforce the obligations, covenants and agreements hereunder. (c) No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times . 14 . Attorneys' Fees . In any legal proceeding to enforce the terms of or restrain a violation of this Declaration, the losing party or parties must pay the attorneys' fees of the winning party or parties in the amount fixed by the court in the proceeding. 15 . Amendments . This Declaration may only be amended in writing by an instrument signed by the authorized representative of the Agency or it successor in interest and the then record owner or owners of the Property. 16. Severability. If any provision of this Declaration shall be held invalid, inoperative or unenforceable CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 12 as applied in any particular case, in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any Constitution or Statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Declaration shall not affect the remaining portions of this Declaration or any part hereof. 17 . Headings . The section headings are not part of this Declaration and will not affect the interpretation of any provisions hereof. 18 . Time of the Essence. In each provision of this Declaration which states a specific amount of time within which the requirements thereof are to be satisfied or are to persist, time shall be deemed to be of the essence. 19 . Notices . Any notice required to be given hereunder shall be given by personal delivery or by registered or certified mail at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto: To the Declarant : Habitat for Humanity of the Coachella Valley, Inc. PO Box 11738 Palm Desert, CA 92255 If to the Agency: Redevelopment Agency of the City of Cathedral City Civic Center 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Attention: Executive Director With a copy to: Green, de Bortnowsky and Quintanilla 23801 Calabasas Road, Suite 1015 Calabasas, CA 91302 Attention: Charles R. Green CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 13 m. Notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. A party' s address for notice may be changed by giving notice to the other party in the manner set forth above and indicating the new address for notice. 20 . Governing Law. This Declaration shall be governed by the laws of the State of California. Any legal action brought under this Declaration must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county or in the Federal District Court in the District of California in which Riverside County is located. 21 . Legal Advice . Declarant and each Qualified Buyer represents and warrants the following: they have carefully read this Declaration, and in signing this Declaration and/or agreeing to be bound by the same, they do so with full knowledge of any rights which they may have: they have received independent legal advice from legal counsel as to the matters set forth in this Declaration, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Declaration: and, they have freely signed this Declaration and/or agreed to be bound by it without any reliance upon any agreement, promise, statement or representation by or on behalf of the Agency, or its respective agents, employees, or attorneys, except as specifically set forth in this Declaration, and without duress or coercion, whether economic or otherwise . This Declaration shall be interpreted as though prepared jointly by both the Declarant and the Agency. [END OF PAGE] CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 14 IN WITNESS WHEREOF, Declarant has executed this Declaration on the date first written above, "DECLARANT" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, a California non-profit publ ' en ' t corporation By: r� of ' CA)CX Si e'tt CATH\0010-17\DOC\002-3.DOC 8/01/08 900 HDB 15 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTIES Location and description of properties to be conveyed to Developer by the Agency: Parcel A: 32-395 Canyon Vista Road, Cathedral City, CA APN: 680-273-014 Legally described as : LOT 14 MB 030/017 PALM VIEW ESTATES Parcel B: 32-399 Canyon Vista Road, Cathedral City, CA APN: 680-273-015 Legally described as : LOT 15 MB 030/017 PALM VIEW ESTATES EXHIBIT "A" - Page - 1 CATH\0010-17\DOC\001.doc EXHIBIT "D-1" PROMISSORY NOTE SECURED BY DEED OF TRUST (32-395 Canyon Vista Road: APN 680-273-014) $100, 000 . 00 Place: Redevelopment Agency of the City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Date: FOR VALUE RECEIVED, the undersigned promises to pay to the Redevelopment Agency of the City of Cathedral City (the "Agency") or its successors, the principal sum of One Hundred Thousand Dollars ($100, 000 . 00) and any other amounts due hereunder. This Promissory Note (this "Note" ) is entered into in connection with and pursuant to that certain Disposition and Development Agreement by and between Habitat for Humanity of the Coachella Valley, Inc. (the "Developer") and the Agency, dated 2006 (the "Agreement") , wherein the Agency agreed to convey to the Developer fee title to certain real property (the "Property") subject to certain terms and conditions set forth in the Agreement. Among these terms and conditions is a requirement that the Developer and its successors in interest in the Property, including the undersigned, comply with that certain Declaration of Affordability Covenants with a term of forty-five years, recorded upon the Property pursuant to the Agreement (the "Affordability Covenants") , which Affordability Covenants are incorporated herein by this reference. To the extent there is any conflict between the provisions of this Note and the Affordability Covenants, the provisions of the Affordability Covenants will govern. Defined terms used in this Note will have the same meaning as set forth in the Agreement and the Affordability Covenants unless otherwise indicated herein. Payments of principal and any other amounts due under this Note shall be made as follows : 1 . This Note constitutes a "silent second" mortgage, with no principal or interest payments due during the entire forty-five (45) years term of this Note. 2 . Notwithstanding the above, the entire principal amount of this Note and any late charges due hereunder, shall become immediately due and payable the Agency, upon the failure of the undersigned to cure a default under the Deed of Trust which secures this Note, or the Affordability Covenants, within the times specified in said documents . Such defaults include, but are not EXHIBIT "D-1" - Page - 1 OATH\0010-17\DOC\001.doc limited to, the attempted or completed sale, transfer, conveyance, encumbrance or other disposition of the Property which is the subject of this Note, prior to the expiration of the Affordability Covenants, unless such sale, transfer, conveyance, encumbrance or other disposition is approved by the Agency in writing as being in compliance with the terms of the Affordability Covenants . 3 . This Note shall have a term of forty-five (45) years running in parallel with the Affordability Covenants . If the undersigned owner of the Property remains in compliance with the terms of the Affordability Covenants and the Deed of Trust, then the principal amount and all other amounts otherwise due and owing under this Note shall be forgiven in full and the Deed of Trust shall be released. 4 . A failure to pay any sum provided for in this Note when due or a material breach of this Note, the Affordability Covenants or the Deed of Trust, shall constitute a breach hereof and shall entitle the Agency to declare all sums due hereunder immediately due and payable and to pursue all remedies available under this Note, the Affordability Covenants and/or the Deed of Trust . 5 . All payments due under this Note shall be made in lawful money of the United States in the name of the Agency at the principal office of the Agency, 68-700 Avenida Lalo Guerrero, Cathedral City, CA 92234, or at such other place as may from time to time be designated by the Agency in writing. 6. The undersigned reserves the right to prepay at any time all or any part of the principal amount of this Note without the payment of penalties or premiums . All payments on this Note shall be applied first to the principal due on the Note and the remaining balance shall be applied to late charges, if any. 7 . Failure of the Agency to exercise its default options under this Note on one or more occasions shall not constitute a waiver of such default . If the payments on this Note are not paid within ten (10) days of the due date, the undersigned shall pay to the Agency a late charge of 5% on the amount past due. If this Note is reduced to judgment, such judgment shall bear the statutory interest rate on judgments . 8 . In no event shall the total late charge payable hereunder exceed the maximum amount of interest permitted under the usury laws of the State of California, but applicable penalties for breach of the Agreement may include the full additional amounts of any assistance from federal, state or local funds which were applied to the construction and the purchase of the Properties . EXHIBIT "D-1" - Page - 2 OATH\0010-17\DOC\001.doc s..,....,,a...,4...�.. _.,.R_ 9 . If suit is instituted by the Agency to recover on this Note, the non-prevailing party agrees to pay all costs of such litigation including reasonable attorney' s fees and court costs . 10 . This Note is secured by a Deed of Trust of even date, duly filed for record in the office of the County Recorder of the County of Riverside, State of California. 11 . Demand, protest and notice of demand and protest are hereby waived and the undersigned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of its date. By: (all property owners must sign) EXHIBIT "D-l" - Page - 3 CATH\0010-17\DOC\001.doc wr EXHIBIT "D-2" PROMISSORY NOTE SECURED BY DEED OF TRUST (32-399 Canyon Vista Road: APN 680-273-015) $100, 000 . 00 Place: Redevelopment Agency of the City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Date: FOR VALUE RECEIVED, the undersigned promises to pay to the Redevelopment Agency of the City of Cathedral City (the "Agency" ) or its successors, the principal sum of One Hundred Thousand Dollars ($100, 000 . 00) and any other amounts due hereunder. This Promissory Note (this "Note" ) is entered into in connection with and pursuant to that certain Disposition and Development Agreement by and between Habitat for Humanity of the Coachella Valley, Inc. (the "Developer") and the Agency, dated 2006 (the "Agreement") , wherein the Agency agreed to convey to the Developer fee title to certain real property (the "Property") subject to certain terms and conditions set forth in the Agreement. Among these terms and conditions is a requirement that the Developer and its successors in interest in the Property, including the undersigned, comply with that certain Declaration of Affordability Covenants with a term of forty-five years, recorded upon the Property pursuant to the Agreement (the "Affordability Covenants") , which Affordability Covenants are incorporated herein by this reference. To the extent there is any conflict between the provisions of this Note and the Affordability Covenants, the provisions of the Affordability Covenants will govern. Defined terms used in this Note will have the same meaning as set forth in the Agreement and the Affordability Covenants unless otherwise indicated herein. Payments of principal and any other amounts due under this Note shall be made as follows : 1 . This Note constitutes a "silent second" mortgage, with no principal or interest payments due during the entire forty-five (45) years term of this Note. 2 . Notwithstanding the above, the entire principal amount of this Note and any late charges due hereunder, shall become immediately due and payable the Agency, upon the failure of the undersigned to cure a default under the Deed of Trust which secures this Note, or the Affordability Covenants, within the times specified in said documents . Such defaults include, but are not EXHIBIT "D-2" - Page - 1 OATH\0010-17\DOC\001.doc limited to, the attempted or completed sale, transfer, conveyance, encumbrance or other disposition of the Property which is the subject of this Note, prior to the expiration of the Affordability Covenants, unless such sale, transfer, conveyance, encumbrance or other disposition is approved by the Agency in writing as being in compliance with the terms of the Affordability Covenants . 3 . This Note shall have a term of forty-five (45) years running in parallel with the Affordability Covenants . If the undersigned owner of the Property remains in compliance with the terms of the Affordability Covenants and the Deed of Trust, then the principal amount and all other amounts otherwise due and owing under this Note shall be forgiven in full and the Deed of Trust shall be released. 4 . A failure to pay any sum provided for in this Note when due or a material breach of this Note, the Affordability Covenants or the Deed of Trust, shall constitute a breach hereof and shall entitle the Agency to declare all sums due hereunder immediately due and payable and to pursue all remedies available under this Note, the Affordability Covenants and/or the Deed of Trust . 5 . All payments due under this Note shall be made in lawful money of the United States in the name of the Agency at the principal office of the Agency, 68-700 Avenida Lalo Guerrero, Cathedral City, CA 92234, or at such other place as may from time to time be designated by the Agency in writing. 6. The undersigned reserves the right to prepay at any time all or any part of the principal amount of this Note without the payment of penalties or premiums. All payments on this Note shall be applied first to the principal due on the Note and the remaining balance shall be applied to late charges, if any. 7 . Failure of the Agency to exercise its default options under this Note on one or more occasions shall not constitute a waiver of such default. If the payments on this Note are not paid within ten (10) days of the due date, the undersigned shall pay to the Agency a late charge of 5% on the amount past due. If this Note is reduced to judgment, such judgment shall bear the statutory interest rate on judgments . 8 . In no event shall the total late charge payable hereunder exceed the maximum amount of interest permitted under the usury laws of the State of California, but applicable penalties for breach of the Agreement may include the full additional amounts of any assistance from federal, state or local funds which were applied to the construction and the purchase of the Properties . EXHIBIT "D-2" - Page - 2 OATH\0010-17\DOC\001.doc 9 . If suit is instituted by the Agency to recover on this Note, the non-prevailing party agrees to pay all costs of such litigation including reasonable attorney' s fees and court costs . 10 . This Note is secured by a Deed of Trust of even date, duly filed for record in the office of the County Recorder of the County of Riverside, State of California. 11 . Demand, protest and notice of demand and protest are hereby waived and the undersigned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of its date. By: (all property owners must sign) EXHIBIT "D-2" - Page - 3 CATH\0010-17\DOC\OOl.doc EXHIBIT "E-l" DEED OF TRUST RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of ) the City of Cathedral City ) 68-700 Avenida Lalo Guerrero ) Cathedral City, CA 92234 ) Attn: Housing Office, ) Redevelopment Agency ) (Space Above for Recorder' s Use) DEED OF TRUST WITH ASSIGNMENT OF RENTS This Deed of trust made on by , hereinafter called "Trustor", whose address is Cathedral City, California 92234, to Title Company, a California Corporation, hereinafter referred to as "Trustee" , whose business address is , in favor of the REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, hereinafter referred to as "Beneficiary", whose business address is 68-700 Avenida Lalo Guerrero, Cathedral City, California 92234 . Trustor irrevocably grants, transfers, and assigns to Trustee in trust, with power of sale, all that property, including all easements and rights of way used in connection therewith or as a means of access thereto, in the City of Cathedral City, County of Riverside, State of California, described as follows : SEE ATTACHMENT NO. 1 together with the rents, issues and profits thereof, subject however to the right reserved by Trustor in Paragraph B-14 hereof to collect and apply such rents, issues and profits, prior to any default hereunder; for the purpose of securing payment of the indebtedness in the amount of One Hundred Thousand Dollars ($100, 000) as evidenced in that certain Promissory Note dated contemporaneously herewith by and between Trustor and Beneficiary (the "Note") and compliance with Affordability Covenants (as defined in the Note) in favor of Beneficiary. Specifically, and without limitation, this Deed of Trust shall secure Trustor's compliance with the covenants contained in the Affordability Covenants including, without limitation, the obligation to devote the EXHIBIT "E-1" - Page - 1 OATH\0010 17\DOC\OOl.doc Property for occupation by lower income persons or families (as defined in the Affordability Covenants) . If the Trustor fails to comply with the Note or with the Affordability Covenants, Beneficiary may foreclose upon this Deed of Trust, and the Trustor agrees that the dollar value of the Note for the purposes of this Deed of Trust is One Hundred Thousand Dollars ($100, 000) , plus any late charges due thereunder. A. To protect the security of this Deed of Trust, Trustor agrees: 1 . To maintain the property in good condition and repair; not to remove or demolish any building or improvement thereon; to complete promptly in a workmanlike manner any improvement hereafter constructed thereon and to restore promptly in a workmanlike manner any improvement thereon that is damaged or destroyed, and to pay when due all costs incurred therefor or in connection therewith; to comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the property; not to commit or permit any waste thereof or any act upon the property in violation of law or of covenants, conditions or restrictions affecting the property. 2 . To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and also, if at any time Beneficiary or Trustee is a party to or appears in any such action or proceeding, or in any action or proceeding to enforce any obligation hereby secured, to pay all costs and expenses paid or incurred by them or either of them in connection therewith, including, but not limited to, cost of evidence of title and attorneys ' fees in a reasonable sum. 3 . To pay (a) at least ten (10) days before delinquency, all taxes and assessments affecting the property, all assessment upon water company stock, and all rents, assessments and charges for water appurtenant to or used in connection with the property; (b) when due, all encumbrances, charges and liens, with interest, on the property or any part thereof, which appear to be prior or superior hereto; and (c) all costs, fees and expenses of this trust . Nothing contained herein however shall bar Trustor from contesting any charges or assessments . 4 . If Trustor fails to make any payment or to do any act as herein provided, then Beneficiary or Trustee (but without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation hereof) may (a) make or do the same in such manner and to such extent as either deems necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the property for such EXHIBIT "E-1" - Page - 2 OATH\0010 17\DOC\OOl.doc purpose; (b) appear in or commence any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest, or compromise any encumbrance, charge or lien that, in the judgment of either, appears to be superior hereto; and in exercising any such power, Beneficiary or Trustee may incur necessary expenses, including reasonable attorneys ' fees . 5 . To pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of expenditure at the annual rate of two percentage points over Bank of America ' s published prime rate. B. It is mutually agreed that : 1 . The acceptance by Beneficiary of any payment less than the amount then due shall be deemed an acceptance on account only and shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due or of Beneficiary' s right either to require prompt payment of all sums then due or to declare default. The acceptance of payment of any sum secured hereby after its due date will not waive the right of Beneficiary either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. No waiver of any default shall be a waiver of any preceding or succeeding default of any kind. 2 . Upon written request of Beneficiary stating that all obligations secured hereby have been fully performed, and payment of its fees, and contingent upon the written confirmation of Beneficiary as to the performance of all of such obligations, Trustee shall reconvey, without warranty the property then held hereunder. The recitals in such reconveyance shall be conclusive proof of the truthfulness thereof. The grantee may be designated in such reconveyance as "the person or persons legally entitled thereto. " EXHIBIT "E-1" - Page - 3 OATH\0010 17\DOC\OOl.doc 3 . Trustor may give such notice to Beneficiary at any time before there is a Trustee' s sale of the property. At any time Trustor is in default in obligations to Beneficiary hereunder, any amounts paid to and received by Beneficiary for execution of releases pursuant to the terms of this paragraph after notice of default and election to sell has been recorded shall not, unless the requirements of Section 2924c of the Civil Code are fully met by or on behalf of Trustor, waive the right of Beneficiary to continue its plans to have the property sold, nor shall they have any effect on the exercise by Beneficiary of the acceleration privilege contained herein, except to entitle the person effecting such payment to the release of the property for which the release amount was paid, and insofar as Beneficiary is concerned, to constitute a credit against the secured debt. 4 . If Trustor or any subsequent owner of the property covered hereby shall occupy the property, or any part thereof, after any default of any obligation secured by this deed of trust, Trustor or such owner shall pay to Beneficiary in advance on the first day of each month a reasonable rental for the premises so occupied. On failure to pay such reasonable rental, Trustor or such owner may be removed from the premises by summary dispossession proceedings or by any other appropriate action or proceeding. 5 . If default is made in payment of any indebtedness or in performance of any agreement hereby secured, then Beneficiary, with or without notice to Trustor, may declare all sums secured hereby immediately due and payable by instituting suit for the recovery thereof or for the foreclosure of this deed, or by delivering to Trustee a written declaration of default and demand for sale, as well as a written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be filed for record. If such declaration is delivered to Trustee, Beneficiary shall also deposit with Trustee this deed, the secured note, and all documents evidencing expenditures secured hereby. 6. Should Trustor, without the consent in writing of Beneficiary, voluntarily sell, transfer or convey his interest in the property or any part thereof, or if by operation of law, it be sold, transferred or conveyed, then Beneficiary may, at its option, declare all sums secured hereby immediately due and payable, unless the new owner, and all subsequent owners, observe the Covenants as required by the Grant Deed. EXHIBIT "E-1" - Page - 4 OATH\0010-17\DOC\OOl.doc 7 . After the time then required by law has elapsed after recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, with or without demand on Trustor, shall sell the property at the time and place fixed in the notice of sale, either as a whole or in separate parcels and in such order as Trustee determines, at public auction, to the highest bidder, for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone from time to time sale of all or any portion of the property by public announcement at the time and place of sale originally fixed or at the last preceding postponed time. Trustee shall deliver to the purchaser its deed conveying the property 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. Trustor, Trustee, Beneficiary or any other person may purchase at the sale. 8 . After deducting all costs, fees and expenses of Trustee and of this trust, including cost of evidence of title and reasonable attorneys ' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of (a) all sums expended under the terms hereof and not theretofore repaid, with accrued interest at two percentage points over Bank of America' s published prime rate per annum, and (b) all other sums then secured hereby in such order as Beneficiary, in the exercise of its sole discretion, directs . The remainder, if any, shall be paid to the person or persons legally entitled thereto. 9. Before Trustee' s sale, Beneficiary may rescind such notices of default and of election to cause the property to be sold by delivering to Trustee a written notice of rescission, which notice, when recorded, shall cancel any prior declaration of default, demand for sale and acceleration of maturity. The exercise of such a right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to deliver to Trustee other declarations of default and demands for sale or notices of default and of election to cause the property to be sold, or otherwise affect any provision of the secured note or of this deed or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder. 10 . Reserved. EXHIBIT "E-l" - Page - 5 OATH\0010 17\DOC\OOl.doC 11 . Beneficiary may, from time to time as provided by statute, or by a writing signed and acknowledged by him and recorded in the office of the county recorder of the county in which the land is situated, appoint another trustee in stead and of Trustee herein named; and thereupon, the Trustee herein named shall be discharged, and the trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein. 12 . If two or more persons are designated as Trustee herein, any or all powers granted herein to Trustee may be exercised by any of such persons if the other person or persons is unable, for any reason, to act . Any recital of such inability in any instrument executed by any of such persons shall be conclusive against Trustor, his heirs and assigns . 13 . All leases now or hereafter affecting the property are hereby assigned and transferred to Beneficiary by Trustor. Trustor hereby covenants that none of such leases will be modified or terminated without the written consent of Beneficiary. 14 . When requested to do so, Trustor shall give such further written assignments of rents, royalties, issues and profits; of all security for the performance of leases; and of all money payable under any option to purchase, and shall give executed originals of all leases, now or hereafter on or affecting the property. EXHIBIT "E-1" - Page - 6 OATH\0010-17\DOC\OOl.doc 15 . Trustor reserves the right, prior to any default in payment of any indebtedness or performance of any obligation secured hereby, to collect all such rents, royalties, issues and profits, as but not before they become due. Upon any such default, Trustor' s right to collect such moneys shall cease, not only as to amounts accruing thereafter, but also as to amounts then accrued and unpaid. In the event of default, Beneficiary, with or without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, or by a receiver to be appointed by the court, (a) may enter upon and take possession of the property at any time and manage and control it in Beneficiary' s discretion, and (b) with or without taking possession, may sue for or otherwise collect the rents, issues and profits thereof, whether past due or coming due thereafter, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys ' fees, upon any obligation secured hereby and in such order as Beneficiary determines . None of the aforesaid acts shall cure or waive any default hereunder or invalidate any act done pursuant to such notice. Beneficiary shall not be required to act diligently in the care or management of the property or in collecting any rents, royalties or other profits that it is hereby authorized to collect, and shall be accountable only for sums actually received. 16. Without affecting the liability of Trustor or of any other party now or hereafter bound by the terms hereof, from time to time and with or without notice, may release any person now or hereafter liable for performance of such obligation, and may extend the time for payment or performance, accept additional security, and alter, substitute or release any security. 17 . In any judicial action brought to foreclose this deed or to enforce any right of Beneficiary or of Trustee hereunder, Trustor shall pay to Beneficiary and to Trustee attorneys ' fees in a reasonable sum, to be fixed by the court . 18 . No remedy hereby given to Beneficiary or Trustee is exclusive of any other remedy hereunder or under any present or future law. 19. The pleading of any statute of limitations as a defense to any and all obligations secured by this deed is hereby waived, to the full extent permissible by law. EXHIBIT "E-1" - Page - 7 OATH\0010-17\DOC\OOl.doc 20 . In the event of default in the payment of any indebtedness secured hereby, and if such indebtedness is secured at any time by any other instrument, Beneficiary shall not be obligated to resort to any security in any particular order; and the exercise by Beneficiary of any right or remedy with respect to any security shall not be a waiver of or limitation on the right of Beneficiary to exercise, at any time or from time to time thereafter, any right or remedy with respect to this deed. 21 . Trustor shall, upon request made by Beneficiary, furnish the Beneficiary with annual statements covering the operations of the property. 22 . This deed applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, successors in interest, and assigns . The term "Beneficiary" means the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this deed, whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural, and all obligations of each Trustor hereunder are joint and several. 23 . Trustee accepts this trust when this deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee is a party unless brought by Trustee. 24 . Any award of damages made in connection with the 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 or release such moneys received therefor upon any indebtedness secured hereby in such order as Beneficiary determines, or at the option of Beneficiary the entire amount so received 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. EXHIBIT "E-1" - Page - 8 OATH\0010 17\DOC\OOl.doc Trustor requests that a copy of notice of default and of any notice of sale hereunder shall be mailed to him at the address set out opposite his name, immediately below. MAILING ADDRESSES FOR NOTICES: Cathedral City, California 92234 REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Attn: Executive Director Executed at , California, on the date first above written. EXHIBIT "E-1" - Page - 9 OATH\0010-17\DOC\001.doc ATTACHMENT NO. 1 TO EXHIBIT "E-1" (Legal Description) LOT 14 MB 030/017 PALM VIEW ESTATES Commonly known as : 32-395 Canyon Vista Road Cathedral City, CA APN: 680-273-014 ATTACHMENT NO. 1 TO EXHIBIT "E-l" - Page - 1 OATH\0010-17\DOC\001.doc EXHIBIT "E-2" DEED OF TRUST RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of ) the City of Cathedral City ) 68-700 Avenida Lalo Guerrero ) Cathedral City, CA 92234 ) Attn: Housing Office, ) Redevelopment Agency ) (Space Above for Recorder' s Use) DEED OF TRUST WITH ASSIGNMENT OF RENTS Deed of trust made on by , hereinafter called "Trustor", whose address is Cathedral City, California 92234, to Title Company, a California Corporation, hereinafter referred to as "Trustee" , whose business address is , in favor of the REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, hereinafter referred to as "Beneficiary", whose business address is 68-700 Avenida Lalo Guerrero, Cathedral City, California 92234 . Trustor irrevocably grants, transfers, and assigns to Trustee in trust, with power of sale, all that property, including all easements and rights of way used in connection therewith or as a means of access thereto, in the City of Cathedral City, County of Riverside, State of California, described as follows: SEE ATTACHMENT NO. 1 together with the rents, issues and profits thereof, subject however to the right reserved by Trustor in Paragraph B-14 hereof to collect and apply such rents, issues and profits, prior to any default hereunder; for the purpose of securing payment of the indebtedness in the amount of One Hundred Thousand Dollars ($100, 000) as evidenced in that certain Promissory Note dated contemporaneously herewith by and between Trustor and Beneficiary (the "Note") and compliance with the Declaration of Affordability Covenants dated contemporaneously herewith executed by Trustor in favor of Beneficiary. Specifically, and without limitation, this Deed of Trust shall secure Trustor's compliance with the covenants EXHIBIT "E-2" - Page - 1 OATH\0010 17\DOC\OOl.doc contained in the Declaration of Affordability Covenants including, without limitation, the obligation to devote the Property for occupation by lower income persons or families . If the Trustor fails to comply with the Note or with the Declaration of Affordability Covenants, Beneficiary may foreclose upon this Deed of Trust, and the Trustor agrees that the dollar value of the Note for the purposes of this Deed of Trust is One Hundred Thousand Dollars ($100, 000) , plus any late charges due thereunder. A. To protect the security of this Deed of Trust, Trustor agrees: 1 . To maintain the property in good condition and repair; not to remove or demolish any building or improvement thereon; to complete promptly in a workmanlike manner any improvement hereafter constructed thereon and to restore promptly in a workmanlike manner any improvement thereon that is damaged or destroyed, and to pay when due all costs incurred therefor or in connection therewith; to comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the property; not to commit or permit any waste thereof or any act upon the property in violation of law or of covenants, conditions or restrictions affecting the property. 2 . To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and also, if at any time Beneficiary or Trustee is a party to or appears in any such action or proceeding, or in any action or proceeding to enforce any obligation hereby secured, to pay all costs and expenses paid or incurred by them or either of them in connection therewith, including, but not limited to, cost of evidence of title and attorneys ' fees in a reasonable sum. 3 . To pay (a) at least ten (10) days before delinquency, all taxes and assessments affecting the property, all assessment upon water company stock, and all rents, assessments and charges for water appurtenant to or used in connection with the property; (b) when due, all encumbrances, charges and liens, with interest, on the property or any part thereof, which appear to be prior or superior hereto; and (c) all costs, fees and expenses of this trust . Nothing contained herein however shall bar Trustor from contesting any charges or assessments . 4 . If Trustor fails to make any payment or to do any act as herein provided, then Beneficiary or Trustee (but without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation hereof) may (a) make or do the same in such manner and to such extent as either deems necessary to protect the security hereof, Beneficiary EXHIBIT "E-2" - Page - 2 CATH\0010-17\DOC\001.doc or Trustee being authorized to enter upon the property for such purpose; (b) appear in or commence any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest, or compromise any encumbrance, charge or lien that, in the judgment of either, appears to be superior hereto; and in exercising any such power, Beneficiary or Trustee may incur necessary expenses, including reasonable attorneys ' fees . 5 . To pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of expenditure at the annual rate of two percentage points over Bank of America' s published prime rate. B. It is mutually agreed that : 1 . The acceptance by Beneficiary of any payment less than the amount then due shall be deemed an acceptance on account only and shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due or of Beneficiary' s right either to require prompt payment of all sums then due or to declare default. The acceptance of payment of any sum secured hereby after its due date will not waive the right of Beneficiary either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. No waiver of any default shall be a waiver of any preceding or succeeding default of any kind. 2 . Upon written request of Beneficiary stating that all obligations secured hereby have been fully performed, and payment of its fees, and contingent upon the written confirmation of Beneficiary as to the performance of all of such obligations, Trustee shall reconvey, without warranty the property then held hereunder. The recitals in such reconveyance shall be conclusive proof of the truthfulness thereof. The grantee may be designated in such reconveyance as "the person or persons legally entitled thereto. " EXHIBIT "E-2" - Page - 3 OATH\0010-17\DOC\OO1.doC 3 . Trustor may give such notice to Beneficiary at any time before there is a Trustee' s sale of the property. At any time Trustor is in default in obligations to Beneficiary hereunder, any amounts paid to and received by Beneficiary for execution of releases pursuant to the terms of this paragraph after notice of default and election to sell has been recorded shall not, unless the requirements of Section 2924c of the Civil Code are fully met by or on behalf of Trustor, waive the right of Beneficiary to continue its plans to have the property sold, nor shall they have any effect on the exercise by Beneficiary of the acceleration privilege contained herein, except to entitle the person effecting such payment to the release of the property for which the release amount was paid, and insofar as Beneficiary is concerned, to constitute a credit against the secured debt . 4 . If Trustor or any subsequent owner of the property covered hereby shall occupy the property, or any part thereof, after any default of any obligation secured by this deed of trust, Trustor or such owner shall pay to Beneficiary in advance on the first day of each month a reasonable rental for the premises so occupied. On failure to pay such reasonable rental, Trustor or such owner may be removed from the premises by summary dispossession proceedings or by any other appropriate action or proceeding. 5 . If default is made in payment of any indebtedness or in performance of any agreement hereby secured, then Beneficiary, with or without notice to Trustor, may declare all sums secured hereby immediately due and payable by instituting suit for the recovery thereof or for the foreclosure of this deed, or by delivering to Trustee a written declaration of default and demand for sale, as well as a written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be filed for record. If such declaration is delivered to Trustee, Beneficiary shall also deposit with Trustee this deed, the secured note, and all documents evidencing expenditures secured hereby. 6. Should Trustor, without the consent in writing of Beneficiary, voluntarily sell, transfer or convey his interest in the property or any part thereof, or if by operation of law, it be sold, transferred or conveyed, then Beneficiary may, at its option, declare all sums secured hereby immediately due and payable, unless the new owner, and all subsequent owners, observe the Covenants as required by the Grant Deed. EXHIBIT "E-2" - Page - 4 OATH\0010-17\DOC\OOl.doc 7 . After the time then required by law has elapsed after recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, with or without demand on Trustor, shall sell the property at the time and place fixed in the notice of sale, either as a whole or in separate parcels and in such order as Trustee determines, at public auction, to the highest bidder, for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone from time to time sale of all or any portion of the property by public announcement at the time and place of sale originally fixed or at the last preceding postponed time. Trustee shall deliver to the purchaser its deed conveying the property 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. Trustor, Trustee, Beneficiary or any other person may purchase at the sale. 8 . After deducting all costs, fees and expenses of Trustee and of this trust, including cost of evidence of title and reasonable attorneys ' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of (a) all sums expended under the terms hereof and not theretofore repaid, with accrued interest at two percentage points over Bank of America' s published prime rate per annum, and (b) all other sums then secured hereby in such order as Beneficiary, in the exercise of its sole discretion, directs . The remainder, if any, shall be paid to the person or persons legally entitled thereto. 9 . Before Trustee' s sale, Beneficiary may rescind such notices of default and of election to cause the property to be sold by delivering to Trustee a written notice of rescission, which notice, when recorded, shall cancel any prior declaration of default, demand for sale and acceleration of maturity. The exercise of such a right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to deliver to Trustee other declarations of default and demands for sale or notices of default and of election to cause the property to be sold, or otherwise affect any provision of the secured note or of this deed or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder. 10 . Reserved. EXHIBIT "E-2" - Page - 5 CATH\0010 17\DOC\OOl.doc 11 . Beneficiary may, from time to time as provided by statute, or by a writing signed and acknowledged by him and recorded in the office of the county recorder of the county in which the land is situated, appoint another trustee in stead and of Trustee herein named; and thereupon, the Trustee herein named shall be discharged, and the trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein. 12 . If two or more persons are designated as Trustee herein, any or all powers granted herein to Trustee may be exercised by any of such persons if the other person or persons is unable, for any reason, to act . Any recital of such inability in any instrument executed by any of such persons shall be conclusive against Trustor, his heirs and assigns . 13 . All leases now or hereafter affecting the property are hereby assigned and transferred to Beneficiary by Trustor. Trustor hereby covenants that none of such leases will be modified or terminated without the written consent of Beneficiary. 14 . When requested to do so, Trustor shall give such further written assignments of rents, royalties, issues and profits; of all security for the performance of leases; and of all money payable under any option to purchase, and shall give executed originals of all leases, now or hereafter on or affecting the property. EXHIBIT "E-2" - Page - 6 OATH\0010-17\DOC\OOl.doc 15 . Trustor reserves the right, prior to any default in payment of any indebtedness or performance of any obligation secured hereby, to collect all such rents, royalties, issues and profits, as but not before they become due. Upon any such default, Trustor' s right to collect such moneys shall cease, not only as to amounts accruing thereafter, but also as to amounts then accrued and unpaid. In the event of default, Beneficiary, with or without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, or by a receiver to be appointed by the court, (a) may enter upon and take possession of the property at any time and manage and control it in Beneficiary' s discretion, and (b) with or without taking possession, may sue for or otherwise collect the rents, issues and profits thereof, whether past due or coming due thereafter, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys ' fees, upon any obligation secured hereby and in such order as Beneficiary determines . None of the aforesaid acts shall cure or waive any default hereunder or invalidate any act done pursuant to such notice. Beneficiary shall not be required to act diligently in the care or management of the property or in collecting any rents, royalties or other profits that it is hereby authorized to collect, and shall be accountable only for sums actually received. 16. Without affecting the liability of Trustor or of any other party now or hereafter bound by the terms hereof, from time to time and with or without notice, may release any person now or hereafter liable for performance of such obligation, and may extend the time for payment or performance, accept additional security, and alter, substitute or release any security. 17 . In any judicial action brought to foreclose this deed or to enforce any right of Beneficiary or of Trustee hereunder, Trustor shall pay to Beneficiary and to Trustee attorneys ' fees in a reasonable sum, to be fixed by the court . 18 . No remedy hereby given to Beneficiary or Trustee is exclusive of any other remedy hereunder or under any present or future law. 19 . The pleading of any statute of limitations as a defense to any and all obligations secured by this deed is hereby waived, to the full extent permissible by law. EXHIBIT "E-2" - Page - 7 OATH\0010 17\DOC\OOl.doc 20 . In the event of default in the payment of any indebtedness secured hereby, and if such indebtedness is secured at any time by any other instrument, Beneficiary shall not be obligated to resort to any security in any particular order; and the exercise by Beneficiary of any right or remedy with respect to any security shall not be a waiver of or limitation on the right of Beneficiary to exercise, at any time or from time to time thereafter, any right or remedy with respect to this deed. 21 . Trustor shall, upon request made by Beneficiary, furnish the Beneficiary with annual statements covering the operations of the property. 22 . This deed applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, successors in interest, and assigns . The term "Beneficiary" means the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this deed, whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural, and all obligations of each Trustor hereunder are joint and several. 23 . Trustee accepts this trust when this deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee is a party unless brought by Trustee. 24 . Any award of damages made in connection with the 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 or release such moneys received therefor upon any indebtedness secured hereby in such order as Beneficiary determines, or at the option of Beneficiary the entire amount so received 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. EXHIBIT "E-2" - Page - 8 CATH\0010-17\DOC\001.doc Trustor requests that a copy of notice of default and of any notice of sale hereunder shall be mailed to him at the address set out opposite his name, immediately below. MAILING ADDRESSES FOR NOTICES : Cathedral City, California 92234 REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Attn: Executive Director Executed at , California, on the date first above written. EXHIBIT "E-2" - Page - 9 OATH\0010-17\DOC\001.doc ATTACHMENT NO. 1 TO EXHIBIT "E-2" (Legal Description) LOT 15 MB 030/017 PALM VIEW ESTATES Commonly known as : 32-399 Canyon Vista Road Cathedral City, CA APN: 680-273-015 ATTACHMENT NO. 1 TO EXHIBIT "E-2" - Page - 1 OATH\0010-17\DOC\001.doc EXHIBIT "F" RECORDING REQUESTED BY: ) REDEVELOPMENT AGENCY OF THE CITY ) OF CATHEDRAL CITY ) AND WHEN RECORDED RETURN TO: ) Redevelopment Agency of ) the City of Cathedral City ) 68-700 Avenida Lalo Guerrero ) Cathedral City, CA 92234 ) Attn: Housing Office, ) Redevelopment Agency ) (Space Above for Recorder' s Use) GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a public body, of the State of California (the "Grantor") , pursuant to and in accordance with the Community Redevelopment Law of the State of California, hereby grants to Habitat for Humanity of the Coachella Valley, Inc. , a California non-profit public benefit corporation (the "Grantee") , the real properties (the "Properties") legally described in the document attached hereto, labeled Exhibit A, and incorporated herein by this reference. 1 . The Properties are conveyed subject to the Disposition and Development Agreement entered into between the Grantor and the Grantee, dated (k +:" /6 , 2006 (herein referred to as the "Agreement" ) . The provisions of the Agreement are incorporated herein by this reference and shall be deemed to be a part hereof as if set forth at length herein. 2 . The Grantee covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that the portion of the Properties reserved for use as affordable housing, shall be devoted to housing for persons or families with low and moderate incomes, as these terms are defined by Health and Safety Code Section 50093 . EXHIBIT "F" - Page - 1 OATH\0010-17\DOC\001.doc 3 . Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Properties, or any part thereof, that Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Properties (or any part thereof) on the basis of sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation or domestic partnership status of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses : a. In deeds : "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation or domestic partnership status in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. " b. In leases : "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions : That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation or domestic partnership status in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or vendees in the premises herein leased. " c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation or domestic partnership status in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, EXHIBIT "F" - Page - 2 CATH\0010-17\DOC\001.doc establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred. " The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 4 . 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 Properties 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. 5 . The terms and conditions set forth in Article IV of the Agreement and the covenants otherwise contained in this Grant Deed respecting the sale and occupancy of the Properties shall remain in effect for a period of forty-five (45) years from the date hereof. The use and maintenance covenants as set forth in Article IV of the Agreement and known as the Redevelopment Covenants shall remain in effect for the life of the Agency' s Redevelopment Plan for Project Area No. 2 . The covenants against discrimination set forth in Article IV of the Agreement and otherwise contained in this Grant Deed shall remain in effect in perpetuity and the covenants set forth in Article III of the Agreement shall remain in effect until they are satisfied in full . 6 . The covenants contained in this Grant Deed shall be binding for the benefit of the Grantor and its successors and assigns, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in full force and effect, without regard to whether the Grantor is or remains an owner of any land or interest herein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach as provided in the Agreement or by law. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successor. EXHIBIT "F" - Page - 3 OATH\0010-17\DOC\001.doc IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by thei;" respective officers thereunto duly authorized, this /4P day of i/G"-ate/--- , W-ems'. 2007 Grantor: REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY B y: 4-tit&C...??"4- 62etp- xecutiv Director /) B y: WI- Secretary APPROVED AS TO FORM: By: /1X ,►. Counsel for Grantor The provisions of this Grant Deed are hereby approved and accepted. Grantee: HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. , a California non-profit public benefit corporation By: c...isf1�L e EXHIBIT "F" - Page - 4 OATH\0010-17\DOC\001.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C is ) County of ; V-t✓ s, ) oc4 )O -wry Jb �:� On t , before me, J�e�"'� '"` �/Yleza, � o Date ( Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared y ' `IC rut e 0.4 '`) a i 444 i Name(s)of Signer(s) ❑ personally known to me roved to me on the basis of satisfactory evidence to be the gersan(sd whose name*) JOSEFINA META is/arse subscribed to the within instrument and , Commission# 1547287 Z acknowledged to me that 11e/s�ie/they executed "< '_��`" Notary Public California the same in his/her/their authorized z `404: Riverside County capacit (ins.), and that bye/yer/t�iaeir 'j My Comm.Expires Feb 17,2009 signature.*(,s4) on the instrument thelaerrsnij), or the entity upon behalf of which the per n ) acte P ecuted the instrument.WITNES my hand and off IG seal. C.— Place Notary Seal Above Signal of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docuvfint ij „D Title or Type of Document: 7K4 Document Date: sa b-4 r /6/ 1--0 07 Number of Pages: z z_ Sig er(s) Other,Than Nam d Above:Arta- 6. -t -1�-mii, Poi ^'"'-.IT a." u0J v►s -CI)v C r a. wird r- Ca city( es) Claimed by Signer Signer's Name 6'v"'e_. RIGHT THUMBPRINT o Individual OF SIGNER o Corporate Officer-Title(s): Top of thumb here o Partner-❑ Limited ❑ General o Attorney in Fact o Trustee ❑ Guardian or Conservator ❑ Other: 4 �i 71G f1��///� / O Signer is Representing: Y / a 4-if- ..1—"c • EXHIBIT "G" DECLARATION OF REDEVELOPMENT COVENANTS RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of Cathedral City ) 68-700 Avenida Lalo Guerrero ) Cathedral City, CA 92234 ) Attn: Redevelopment Director ) (Space Above for Recorder' s Use) DECLARATION OF REDEVELOPMENT COVENANTS THIS DECLARATION OF REDEVELOPMENT COVENANTS (this "Declaration") is made on n' .her /g , 200,e by HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. , a California non-profit public benefit corporation, ("Declarant") with respect to certain property located in the City of Cathedral City, County of Riverside, California, as more fully described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Properties") WHEREAS, The Declarant is the fee simple owner of the Properties; WHEREAS, the Declarant and the Redevelopment Agency of the City of Cathedral City (the "Agency") have entered into that certain Disposition and Development Agreement dated as of October/6 J c2007 (the "DDA") with respect to the Declarant' s development of the Properties; WHEREAS, pursuant to the terms and conditions of the DDA, and in return for the Agency' s conveyance of the Properties to the Declarant, the Declarant has agreed to develop upon each parcel comprising the Properties, one (1) detached single family residential unit consisting of at least four (4) bedrooms, two (2) bathrooms, which shall be reserved for the purchase and occupation by lower income households, and to impose certain covenants concerning the redevelopment of the Properties and the residential units to be constructed thereupon; and WHEREAS, The Declarant desires this Declaration to serve as the instrument to impose certain of said covenants . EXHIBIT "G" - Page 1 CATH\0010-17\DOC\001.doc NOW THEREFORE, the Declarant declares that the Properties described above are held and will be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, restrictions and limitations set forth in this Declaration, all of which are in accordance with the requirements of the DDA. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Properties described above or any part thereof, and to any improvements located thereon, and will enure to the benefit of the Agency. Each grantee of a conveyance or purchaser under a contract or agreement of sale covering any right, title or interest in any part of the Property, by accepting a deed or a contract of sale or agreement of purchase, accepts the document subject to, and agrees to be bound by, any and all of the restrictions, covenants and limitations set forth in this Declaration. 1 . Capitalized Terms . All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them by the DDA, unless the context clearly indicates a different meaning. 2 . Redevelopment Covenants . The covenants which shall bind the Property and the improvements thereon are as follows : (a) The work of the redevelopment of the Properties or part or parts thereof as provided in the Agreement shall be implemented as intended by the DDA. This covenant shall continue until the Certificate of Completion is issued. (b) There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, sexual orientation or domestic arrangement in the development, construction, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Properties, the Project, or any to be conveyed therein, nor shall the Declarant or any grantees or any persons claiming under or through the Declarant 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 or the Project . This covenant shall remain in effect without limitation as to time. (c) After the satisfactory completion of the Project in compliance with the DDA, the Property shall be devoted to the uses specified in the DDA, consistent with the Redevelopment Plan and shall not, in whole or in part, be devoted to any other use or used for any other purposes except as may be approved by the Agency in EXHIBIT "G" - Page 2 OATH\0010-17\DOC\001.doc m. writing in advance. This covenant shall remain in effect for the longer of the life of the Redevelopment Plan, as extended from time to time, or the end of the term of the Affordability Covenants as provided in the following paragraph. (d) The Properties shall be subject to the Declaration of Affordability Covenants recorded upon the Properties, which shall remain in effect for a period of forty five (45) years from the date of the issuance of the Certificate of Completion for the Properties (the "Affordability Covenants") . (e) All of the foregoing covenants shall run with the land, and shall inure to the benefit of and be enforceable by the Agency, and its successors and assigns . (f) The covenants set forth in this Declaration shall run in favor of the Agency for the entire period during which such covenants are to remain in force in accordance with the foregoing, and shall be in effect without regard to whether the Agency has at any time been, remains, or is an owner of any land or interest therein to which these covenants relate. In the event of any breach of these covenants, the Agency shall have the right to exercise all the rights and remedies available at law or in equity to enforce the curing of such breach. (h) It is the intent hereof that the provisions of subsections (b) through (d) , inclusive, of this Declaration shall survive the termination of the other operative provisions of the DDA and the issuance and/or recordation of the Certificate of Completion. 3 . Maintenance of Properties . During such time as the covenants set forth in Section 2 of this Declaration are in effect, the Properties shall be occupied by lower income households as defined by Health & Safety Code Section 50079. 5 . The Properties shall at all times be maintained in a neat and orderly condition consistent with good management practices and in accordance with all applicable Federal, State and local laws . 4 . Events of Default; Enforcement . In the event of a default in the performance or observance of any covenant, agreement or obligation as set forth in this Declaration and, if such default remains uncured for a period of thirty (30) days after notice thereof shall have been given by the Agency, or such longer period as may be approved by the Agency in writing in its sole discretion, then the Agency may declare that an Event of Default has occurred hereunder and may take any one or more of the following steps, at its option: EXHIBIT "G" - Page 3 CATH\0010-17\DOC\001.doc (a) By mandamus or other suit, action or proceeding at law or in equity, require the Declarant or its successors in interest to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the Agency hereunder; and (b) Take whatever other action at law or in equity may appear necessary or desirable to enforce the obligations, covenants and agreements hereunder. (c) No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times . (d) Declare a default under the DDA, entitling Agency to exercise any remedies as provided under the DDA. 5 . Attorneys , Fees . In any legal proceeding begun to enforce the terms of or restrain a violation of this Declaration, the losing party or parties must pay the attorneys , fees of the winning party or parties in the amount fixed by the court in the proceeding. 6. Amendments . This Declaration may only be amended in writing by an instrument signed by the authorized representative of the Agency and the then record owner or owners of the Property. 7 . Severability. If any provision of this Declaration shall be invalid, inoperative or unenforceable as applied in any particular case, in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any Constitution or Statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Declaration shall not affect the remaining portions of this Declaration or any part hereof. 8 . Headings. The section headings are not part of this Declaration and will not affect the interpretation of any provisions hereof. EXHIBIT "G" - Page 4 CATH\0010-17\DOC\001.doc 9. Time of the Essence. In each provision of this Declaration which states a specific amount of time within which the requirements thereof are to be satisfied or are to persist, time shall be deemed to be of the essence. 10 . Notices . Any notice required to be given hereunder shall be given by personal delivery or by registered or certified mail at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto: To the Declarant : Habitat for Humanity of the Coachella Valley, Inc. P.O. Box 11738 Palm Desert, CA 92255 Attention: Cindy Piper If to the Agency: Redevelopment Agency of the City of Cathedral City Civic Center 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Attention: Executive Director With a copy to: Green, de Bortnowsky and Quintanilla 23801 Calabasas Road, Suite 1015 Calabasas, CA 91302 Attention: Charles R. Green Notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. A party' s address for notice may be changed by giving notice to the other party in the manner set forth above and indicating the new address for notice . (END OF THIS PAGE) EXHIBIT "G" - Page 5 OATH\0010-17\DOC\001.doc IN WITNESS WHEREOF, Declarant has executed this Declaration on the date first written above, "DECLARANT" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. , a California non-profit public benefit corporation Date: Oaf 16 .100 By: 16:4006c EXHIBIT "G" - Page 6 OATH\0010-17\DOC\001.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of C la ) o f � {✓ s f d ) County of V ) On tad Ida -2.ocn , before me, Josef-/-1. "eza, 4 "'kJ y .f -'to " Date c Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared 24-71-`1 ' 'lam r"3 r* �'1c.�"/ 4It-o Name(s)of Signer(s) ❑ personally known to me roved to me on the basis of satisfactory JOSEFINA MEZA commission Public#- t5 Caa72s7lifornia !K. evidence to be the gersnn(s)whose namp(e) • ,,.vs Notary is/aw subscribed to the within instrument and to me that %r Riverside County acknowledged• * My Comm.Expires Feb 17,2009 be/s#�e/tlgey executed the same in his/hor/ti�eir authorized cap (iac), and that bye/bber/t4eir si nature(44)on the instrument the pc 06), or the entity upon behalf of which the per o*) , cuted the instrument. WITNESS y hand and off al seal. Place Notary Seal Above Signatu of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached D met / / / Title or/�y�p of Do , ie : a,.t��X i OvN 0 d'' ISQ Q t/2 !o p M .. Document 0 (v/2ao7 ment Date: l // Number of Pages: Signer(s) Other Than Named Above: en^ ° Capacity(ies) Claimed by Signer Signer's Name RIGHT THUMBPRINT o Individual OF SIGNER r e porate Officer-Title(s): PiPSi.1-0 Top of thumb here o Partner-o Limited o General ❑ Attorney in Fact o Trustee o Guardian or Conservator o Other:Signer is Representing: i /kJ r `Id r ri , v-� Li— EXHIBIT "H" SCHEDULE OF PERFORMANCE (Days shall be calendar days, and all dates herein are subject to change due to force majeure in accordance with Section 6 . 05 of the Agreement) The Project including all landscaping and related improvements shall be completed within forty-five (45) days of the date of execution of this Agreement . EXHIBIT "H" - Page 1 OATH\0010-17\DOC\001.doc EXHIBIT "I" CERTIFICATE OF COMPLETION RECORDING REQUESTED BY: ) REDEVELOPMENT AGENCY OF THE ) CITY OF CATHEDRAL CITY ) AND WHEN RECORDED RETURN TO: ) Charles Green, Esq. ) Green, de Bortnowsky & Quintanilla ) a Limited Liability Partnership ) 23801 Calabasas Road, Suite 1015 ) Calabasas, California 91302 ) (Space Above for Recorder' s Use) CERTIFICATE OF COMPLETION We, , Executive Director and Secretary of the Redevelopment Agency of the City of Cathedral City (the "Agency" ) hereby certify as follows : Section 1 . The improvements required to be constructed in accordance with that certain Disposition and Development Agreement (the "Agreement" ) dated , by and between the Agency and the Developer on those certain real properties the "Properties") more fully described in Exhibit "A" attached hereto and incorporated herein by this reference, have been completed in accordance with the provisions of said Agreement . Section 2 . This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the development obligations of the Developer, and its successors and assigns, to construct the improvements on the Properties, excluding any normal and customary tenant improvements and minor building "punch-list" items, and including any and all buildings and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on the Properties, whether or not said improvements are on the Properties or on other property subject to the Agreement, all as described in the Agreement, and to otherwise comply with the Developer ' s obligations under the Agreement with respect to the Properties and the dates for the beginning and EXHIBIT "I" - Page 1 CATH\0010-17\DOC\001.doc completion of construction of improvements thereon under the Agreement; provided, however, that the Agency may enforce any covenants surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement, the Grant Deed pursuant to which the Properties were conveyed under the Agreement, the Redevelopment Covenants (as defined in the Agreement) , and the Affordability Covenants (as defined in the Agreement) . Said Agreement is an official record of the Agency and a copy of said Agreement may be inspected in the office of the Secretary of the Redevelopment Agency of the City of Cathedral City located at 68- 700 Avenida Lalo Guerrero, Cathedral City, CA 92234 during regular business hours . Section 3 . The Properties to which this Certificate of Completion pertains are more fully described in Exhibit "A" attached hereto. DATED AND ISSUED this day of , 200 . By: Executive Director of the Redevelopment Agency of the City of Cathedral City EXHIBIT "I" - Page 2 CATH\0010-17\DOC\001.doc EXHIBIT "A" TO CERTIFICATE OF COMPLETION EXHIBIT "A" TO CERTIFICATE OF COMPLETION - Page 1 OATH\0010-17\DOC\001.doc EXHIBIT "J" NOTICE OF REVESTING OF TITLE TO REAL PROPERTY RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of Cathedral City ) 68-700 Avenida Lalo Guerrero ) Cathedral City, CA 92234 ) Attn: Redevelopment Director ) (Space Above for Recorder' s Use) NOTICE OF REVESTING OF TITLE TO REAL PROPERTY THIS NOTICE OF REVESTING OF TITLE TO REAL PROPERTY ("Notice") shall serve to revest title to the real property described in Exhibit "A" hereto (the "Property") in the name of the Redevelopment Agency of the City of Cathedral City (the "Agency") . The following shall apply: A. Title to the Property was previously transferred to HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. , a California non-profit public benefit corporation (the "Developer") , pursuant to that certain Disposition and Development Agreement, dated , 2006 (the "DDA") . B. Under the terms of the DDA, the Agency is entitled to cause the title to the Property, and any and all improvements thereon, to revest in the Agency in the event of one or more of certain specified defaults . The Agency represents the following: 1 . The Developer was declared by the Agency to be in default of the DDA in accordance with the provisions of Section 5. 07 of the DDA. 2 . Notice was given by the Agency to the Developer of the default claimed by the Agency, and the requisite notice period as provided in the DDA has expired without a cure of the default or defaults by the Developer. Said notice specified which of the Developer' s obligations under the DDA were in default and was given as required by the terms of the DDA. Exhibit "J" - 1 C. The recordation of this Notice, under the express provisions of the DDA as set forth in Section 5. 07 thereof, serves to revest the title to the Property in the Agency without further action by the Agency. Recordation of this Notice constitutes conclusive and binding evidence of revesting of title to the Property and any improvements thereon in the name of the Agency. Under the provisions of Section 5 . 07 . f, subsequent purchasers, lessees or lienholder may not be subjected to any claim by the Developer as to the Property or any improvements thereon. D. The recording of this Notice shall not defeat, render invalid or limit : 1 . Any mortgage, deed of trust or other security interest permitted by the terms of the DDA; 2 . Any rights or interests provided in the DDA for the protection of holders of permitted mortgages, deeds of trust or other security interests; 3 . Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents applicable to the Property, which were permitted under the terms of the DDA. E. The Agency is bound by the terms of Section 5 . 07 of the DDA to undertake certain acts with respect to the Property after revesting and reference is made thereto. The undersigned, as an authorized agent or employee of the Agency, by his or her execution of this Notice, attests that the foregoing is true and correct to the best of his or her belief as of the day of , 2005 . "AGENCY" Redevelopment Agency of the City of Cathedral City Name: Title: Exhibit "J" - 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On , before me, Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Name(s)of Signer(s) ❑ personally known to me o proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name RIGHT THUMBPRINT o Individual OF SIGNER o Corporate Officer-Title(s): Top of thumb here o Partner-D. Limited ❑ General o Attorney in Fact o Trustee ❑ Guardian or Conservator o Other: Signer is Representing: Q3w1IAOC