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Home My WebLink About10/08/2012 OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY 73510 Fred Waring Drive Palm Desert, California 92260-2578 Telephone: (760)346-0611 Fax: (760)340-0574 NOTICE OF SPECIAL MEETING OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY NOTICE IS HEREBY GIVEN that a Special Meeting of the Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency will be held Monday, October 8, 2012, at 1:30 p.m. in the Administrative Conference Room of the Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert, California 92260. Said meeting will be convened to consider and take action on the items as set forth on the attached agenda. ROBERT A. SPI GEL, HAIR OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY OCTOBER 2, 2012 POSTED AGENDA SPECIAL MEETING OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY MONDAY, OCTOBER 8, 2012 — 1:30 P.M. ADMINISTRATIVE CONFERENCE ROOM- PALM DESERT CIVIC CENTER 73-510 FRED WARING DRIVE, PALM DESERT, CALIFORNIA 92260 This Oversight Board has been created pursuant to§34161 through 34190 of the Health and Safety Code for the sole purpose of overseeing the actions of the Successor Agency to the Palm Desert Redevelopment Agency. In accordance with Health and Safety Code§ 34179(h), all Oversight Board actions shall not be effective for five (5) business days, pending a request for review by the State Department of Finance ("Department"). In the event that the Department requests a review of a given Oversight Board action, it shall have 40 days from the date of its request to approve the Oversight Board action or return it to the Oversight Board for reconsideration, and such Oversight Board action shall not be effective until approved by the Department. In the event that the Department returns the Oversight Board action to the Oversight Board for reconsideration, the Oversight Board shall resubmit the modified action for Department approval,and the modified Oversight Board action shall not become effective until approved by the Department. Reports and documents relating to each of the following items listed on the agenda, including those received following posting/distribution, are on file in the Office of the Secretary to the Successor Agency to the Palm Desert Redevelopment Agency/Palm Desert City Clerk and are available for public inspection during normal business hours, Monday - Friday, 8:00 a.m. - 5:00 p.m., 73510 Fred Waring Drive, Palm Desert, CA 92260, telephone (760) 346-0611. Please contact the Office of the Secretary of the Successor Agency to the Palm Desert Redevelopment Agency, 73510 Fred Waring Drive, Palm Desert, CA 92260, (760) 346-0611, for assistance with access to any of the Agenda, Materials, or participation at the meeting. I. CALL TO ORDER II. ROLL CALL III. ORAL COMMUNICATIONS A. Any person wishing to discuss any item not on the agenda may address the Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency at this point by giving his/her name and address for the record. Remarks shall be limited to a maximum of three (3) minutes unless the Oversight Board authorizes additional time. B. This is the time and place for any person who wishes to comment on agenda items. It should be noted that at the Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency's discretion,these comments may be deferred until such time on the agenda as the item is discussed. Remarks shall be limited to a maximum of three (3) minutes unless the Oversight Board authorizes additional time. POSTED AGENDA OCTOBER 8, 2012 SPECIAL MEETING OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY IV. NEW BUSINESS A. REQUEST FOR APPROVAL OF THE DUE DILIGENCE REVIEW FOR THE LOW-AND MODERATE-INCOME HOUSING FUND AND ITS TRANSMITTAL, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34179.5. Rec: 1) Waive further reading and adopt Resolution No. OB -17, approving the Due Diligence Review for the Low- and Moderate-Income Housing Fund pursuant to Health and Safety Code Section 34179.5, as presented. 2) Authorize the Successor Agency to the Palm Desert Redevelopment Agency ("Successor Agency") to retain the assets and funds, if any, identified in subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision (c) of Section 34179.5, as documented in the Due Diligence Review (the "Restricted Assets"). 3) Order the transmittal of the Due Diligence Review to the Department of Finance and the County Auditor-Controller. Action: B. REQUEST FOR APPROVAL OF THE TRANSFER OF ASSETS IDENTIFIED IN THE HOUSING ASSETS LIST FROM THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TO THE PALM DESERT HOUSING AUTHORITY. Rec: Waive further reading and adopt Resolution No. OB - 18, directing the transfer of assets identified in the Housing Assets List from the Successor Agency to the Palm Desert Redevelopment Agency ("Successor Agency") to the Palm Desert Housing Authority ("Authority"), together with related responsibilities, powers,duties, and obligations associated with the housing activities of the former Redevelopment Agency. Action: 2 POSTED AGENDA OCTOBER 8, 2012 SPECIAL MEETING OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY C. BRIEFING REGARDING THE MATTER OF LEAGUE OF CALIFORNIA CITIES, CITY OF VALLEJO, VALLEJO SUCCESSOR AGENCY, AND LEAGUE OF CALIFORNIA CITIES EXECUTIVE DIRECTOR CHRIS McKENZIE V. STATE OF CALIFORNIA DEPARTMENT OF FINANCE, BOARD OF EQUALIZATION, STATE CONTROLLER, AND SOLANO COUNTY AUDITOR CONTROLLER, FILED IN SACRAMENTO COUNTY SUPERIOR COURT. Rec: Oral report to be provided at the meeting. Action: V. REPORTS AND REMARKS A. CHAIR B. MEMBERS OF THE OVERSIGHT BOARD C. EXECUTIVE DIRECTOR VI. ADJOURNMENT I hereby certify, under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency was posted on the City Hall bulletin board not less than 24 hours prior to the meeting. Dated this 2nd day of October, 2012. 41 I P ilgt" -c elle D. Klassen, S- retary of the Successor Agency to the Palm Desert Redevelopment Agency 3 OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: ADOPT RESOLUTION NO. OB-017 APPROVING THE DUE DILIGENCE REVIEW FOR THE LOW AND MODERATE INCOME HOUSING FUND AND ITS TRANSMITTAL IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34179.5 SUBMITTED BY: Janet M. Moore, Director of Housing DATE: October 8, 2012 CONTENTS: Resolution No. OB-017 Due Diligence Review from White Nelson Diehl Evans LLP Recommendation That the Oversight Board: 1) Adopt Resolution No. OB - 017 approving the Due Diligence Review for the Low and Moderate Income Housing Fund pursuant to Health and Safety Code Section 34179.5, as presented; and 2) Authorize the Successor Agency to the Palm Desert Redevelopment Agency ("Successor Agency") to retain the assets and funds, if any, identified in subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision(c) of Section 34179.5, as documented in the Due Diligence Review (the "Restricted Assets"); and 3) Order the transmittal of the Due Diligence Review to the Department of Finance and the County Auditor-Controller. Executive Summary The Oversight Board received the Due Diligence Review for the Low and Moderate Income Housing Fund (LMIHF) prior to October 1, 2012, as required by AB 1484, and held a public comment session for input on October 1, 2012. The Oversight Board is now required to approve the Due Diligence Review at a meeting at least 5 days after the public comment session and order the transmittal to the Department of Finance and the County Auditor-Controller. The Due Diligence Review for the LMIHF determined there to be no cash or cash equivalents available for disbursement to the taxing entities. Staff Report Housing Due Diligence Review Approval October 8, 2012 Discussion Pursuant to Health and Safety Code Section 34179.5, each successor agency must employ a licensed accountant, approved by the county auditor-controller and with experience and expertise in local government accounting, to conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities. The first review must determine the net balance of the Low and Moderate Income Housing Fund (the "LMIHF") and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities as of June 30, 2012 (the "Due Diligence Review"). In summary, such amount is determined by determining the total value of assets and cash and cash equivalents in the LMIHF and subtracting the following Restricted Assets: (1) restricted funds, (2) assets that are not cash or cash equivalents, (3) amounts that are legally or contractually dedicated or restricted for the funding of an enforceable obligation, and (4) amounts that are needed to satisfy obligations that will be put on the Recognized Obligation Payment Schedule ("ROPS") for the current fiscal year. Also, the amount determined to be available for allocation to taxing entities includes the value of assets, cash and cash equivalents transferred after January 1, 2011 through June 30, 2012 by the former redevelopment agency or the successor agency to the city, another public agency or private person if an enforceable obligation to make that transfer did not exist. The Due Diligence Review documents the Restricted Assets and provides the respective amounts, sources and purposes for which the Restricted Assets should be retained. Health and Safety Code Section 34179.6 requires each successor agency to submit the Due Diligence Review to the oversight board for the Oversight Board's review and approval by October 1, 2012. Upon receipt of the Due Diligence Review, the Oversight Board must convene a public comment session, which was done on October 1, 2012, and then approve the Due Diligence Review at a meeting that occurs at least five business days after the public comment session. The oversight board also must consider any opinions offered by the county auditor-controller on the review results submitted by the successor agency. By October 15, 2012, the oversight board is required to review, approve, and transmit the Due Diligence Review to the State Department of Finance ("DOF") and the County Auditor-Controller. The oversight board may adjust any amount provided in the review to reflect additional information and analysis. The review and approval must occur in public sessions. The Oversight Board may request from the Successor Agency any materials it deems necessary to assist in its review and approval of the determination. Section 34179.6 empowers the Oversight Board to authorize the Successor Agency to retain the Restricted Assets. The DOF must complete its review of the Due Diligence Review no later than November G.\rda\Veronica Tapia\Word Files\Oversight Board\Staff Reports\OB SR for APPROVING Housing due diligence review 10-8-12.docx2 Staff Report Housing Due Diligence Rs_view Approval October 8, 2012 9, 2012, and must notify the Oversight Board and the Successor Agency of its decision to overturn any decision of the Oversight Board to authorize the Successor Agency to retain Restricted Assets. The DOF must provide the Oversight Board and the Successor Agency an explanation of its basis for overturning or modifying any findings, determinations, or authorizations of the Oversight Board. The Successor Agency then has the option to meet and confer with DOF to discuss any modifications. By December 1, 2012, the County Auditor-Controller must provide DOF a report specifying the amount submitted by each successor agency from the LMIHF, and specifically noting any successor agency that failed to remit the full required amount. Section 34179.5 also requires a similar review of all other funds and accounts held by the Successor Agency to determine unobligated balances available for transfer to taxing entities. The review for all other funds and accounts must be completed by December 15, 2012 and the County Auditor-Controller has an April 20, 2013 deadline to provide DOF the report specifying the amount submitted by each successor agency from all other funds and accounts, and specifically noting any successor agency that failed to remit the full required amount. Upon full payment of the amounts determined in the Due Diligence Review and the subsequent review conducted for all other funds and accounts, payment of the "surplus" tax revenues due on July 12, 2012, and any unpaid or underpaid pass through payments owed for fiscal year 2011-12, DOF will issue to the Successor Agency, within five business days, a "Finding of Completion" of the requirements of Section 34179.6. White Nelson Diehl Evans LLP, Certified Public Accountants and Consultants were retained by the Successor Agency to conduct the LMIHF Due Diligence Review. DOF, the State Controller's Office, the County Auditor-Controller, and the Successor Agency to the Palm Desert Redevelopment Agency agreed to the procedures for the Due Diligence Review to assist in meeting the statutory requirements set forth in Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund. The Due Diligence Review was also conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Their report and findings are attached. Submitted by: .a))/(0-4 at M. Moore, Director of Housing Paul S. Gibson, Director of Finance royal: 4CLI/L4L. BOARD T) VERIFIED BY 172As.sru.Th n M. Wohlmuth, Executive Director Original on file with City Clerk's Office G:\rda\Veronica Tapia\Word Files\Oversight Board\Staff Reports\OB SR for APPROVING Housing due diligence review 10-8-12 docx3 RESOLUTION NO. OB - 017 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE DUE DILIGENCE REVIEW OF THE LOW AND MODERATE INCOME HOUSING FUND CONDUCTED PURSUANT TO HEALTH AND SAFETY CODE SECTION 34179.5 AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH RECITALS: A. Pursuant to Health and Safety Code Section 34175(b) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 Cal.4th 231(2011)), on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings, and equipment of the former Palm Desert Redevelopment Agency transferred to the control of the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") by operation of law. B. Health and Safety Code Section 34179.5 requires the Successor Agency to employ a licensed accountant, approved by the county auditor-controller, to conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities. C. Health and Safety Code Section 34179.6 requires the Successor Agency to submit the results of the review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund (the "LMIHF") and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities (the "Due Diligence Review") to the Successor Agency's Oversight Board (the "Oversight Board") for the Oversight Board's review and approval. D. Pursuant to Health and Safety Code Sections 34179.6 and 34180(j), the Successor Agency submitted to the Oversight Board, the county administrative officer, the county auditor-controller, the State Controller and the Department of Finance ("DOF") the Due Diligence Review and a copy of the Recognized Obligation Payment Schedule ("ROPS"). E. Pursuant to Health and Safety Code Section 34179.6(b), upon receipt of the Due Diligence Review, and at least five business days before the Oversight Board considers the approval of the Due Diligence Review, the Oversight Board must hold a public comment session (the "Public Comment Session") at which time the public has an opportunity to hear and be heard on the results of the Due Diligence Review and at which time the Oversight Board considers the opinions, if any, offered by the county auditor-controller on the results of the Due Diligence Review. G:\rda\Veronica Tapia\Word Files\Oversight Board\Staff Reports\OB Resolution APPROVING Housing due diligence review.DOCX RESOLUTION NO. OB - 017 F. On October 1, 2012, the Oversight Board held the Public Comment Session pursuant to Health and Safety Code Section 34179.6 (b). G. Pursuant to Health and Safety Code Section 34179.6(c), the Oversight Board must review, approve and transmit to DOF and the county auditor-controller, the determination of the amount of cash and cash equivalents in the LMIHF available for disbursement to taxing entities as determined according to the method provided in Section 34179.5. Section 34179.6 (c) provides that the Oversight Board may adjust any amount provided in the Due Diligence Review to reflect additional information and analysis. H. Section 34179.6(c) empowers the Oversight Board to authorize the Successor Agency to retain assets or funds identified in subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision(c) of Section 34179.5. If the Oversight Board makes this authorization, the Oversight Board must identify to DOF the amount of funds authorized for retention, the source of those funds, and the purposes for which those funds are being retained. The determination and authorization to retain funds and assets shall be subject to the review and approval of DOF pursuant to Health and Safety Code Section 34179.6(d). Pursuant to Health and Safety Code Section 34179.6(c), the Oversight Board desires to approve the Due Diligence Review and to authorize the Successor Agency to retain the assets and funds, if any, identified pursuant to subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision(c) of Section 34179.5, as documented in the Due Diligence Review. NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The above recitals are true and correct and are a substantive part of this Resolution. Section 2. This Resolution is adopted pursuant to Health and Safety Code Section 34179.6(c). Section 3. The Oversight Board hereby approves the Due Diligence Review as presented on file with the Secretary. Section 4. For the purposes of providing for the transfer of housing functions and assets pursuant to Health and Safety Code Sections 34176 and 34181(c), the Oversight Board hereby authorizes the Successor Agency to retain the assets and funds, if any, identified in subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision(c) of Section 34179.5, as documented in the Due Diligence Review, which 2 G:\rda\Veronica Tapia\Word Files\Oversight Board\Staff Reports\OB Resolution APPROVING Housing due diligence review.DOCX RESOLUTION NO. OB - 017 provides the amount of funds authorized for retention, the source of those funds, and the purposes for which those funds are being retained. Section 5. The staff of the Successor Agency is hereby directed to transmit to DOF and the county auditor-controller written notice and information regarding the actions taken by this Resolution and specifically the determination of the amount of cash and cash equivalents in the LMIHF that are available for disbursement to taxing entities as determined according to the method provided in Health and Safety Code Section 34179.5. Such notice to DOF shall be provided by electronic means and in a manner of DOF's choosing. Section 6. The staff and the Board of the Successor Agency are hereby authorized and directed, jointly and severally, to execute and record such documents and instruments and to do any and all other things which they may deem necessary or advisable to effectuate this Resolution and any such actions previously taken are hereby ratified. PASSED AND ADOPTED this 8th day of October, 2012. AYES: NOES: ABSENT: ABSTAIN: ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY 3 G:\rda\Veronica Tapia\Word Files\Oversight Board\Staff Reports\OB Resolution APPROVING Housing due diligence review.DOCX Y: - . CI1Y Of PALM DESERT Adi Ias....114 , - ICI FRED WARING DRIVE 73 5 w UV! PALM DESERT,CALIFORNIA 9 2 260-2 5 7 8 + e. • ; Tau 760 346-061 t + ■ , ' i infotocityofpalmdesert.org September 20, 2012 White Nelson Diehl Evans LLP. 2875 Michelle Drive Irvine, California 92606 In connection with your engagement to apply agreed-upon procedures to the Low and Moderate Income Housing Fund of the Palm Desert Redevelopment Agency and the Successor Agency to the Palm Desert Redevelopment Agency pursuant to California Health and Safety Code Section 34179.5, we confirm, to the best of our knowledge and belief as of September 20, 2012, the following representations made to you during your engagement: a. We are responsible for meeting the requirements of California Health and Safety Code Section 34179.5. b. We are responsible for the presentation of the supporting schedules and exhibits attached to your report related to the Low and Moderate Income Housing Fund. c. The supporting schedules and exhibits attached to your report are presented in accordance procedures developed by the California Society of CPAs with input from the California State Controller's Office and the California Department of Finance. d. We have made available to you all information that we believe is relevant to the requirements of California Health and Safety Code Section 34179.5 as it relates to the Low and Moderate Income Fund. e. We are not aware of any transfers as defined by Health and Safety Code Section 34179.5 from the Low and Moderate Income Housing Fund for either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in your report and its related schedules and exhibits. • White Nelson Diehl Evans, LLP September 20, 2012 Page 2 of 2 f. We have disclosed to you all communications from regulatory agencies, internal auditors, and other independent practitioners Or consultants relating to the Low and Moderate Income Housing Fund. g. We have responded fully to all inquiries made to us by you during the engagement. h. No events have occurred subsequent to June 30, 2012 that would require adjustment to or modification of the presentation of the supporting schedules and exhibits attached to your report related to the Low and Moderate Income Housing Fund. i. Your report is intended solely for the information and use of the Oversight Board and management of the Successor Agency to the Palm Redevelopment Agency, the California Department of Finance, the California State Controller's Office and the County Auditor Controller, and is not intended to be and should not be used by anyone other than those specified parties. Sincerely, aC ane M. Moore, Director of Housing Jo n M. Wohlmuth, City Manager 110Pai/eW Paul S. Gibson, Finance Director CI1Y OF PRIM OESERI SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY Independent Accountants' Report on Applying Agreed-Upon Procedures On the Palm Desert Redevelopment Agency's And The Successor Agency to the Palm Desert Redevelopment Agency's Low and Moderate Income Housing Fund Pursuant to California Health and Safety Code Section 34179.5 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND Table of Contents Page Independent Accountants' Report on Applying Agreed-Upon Procedures Related to the Low and Moderate Income Housing Fund 1 Attachment A-Agreed-Upon Procedures and Findings Related to the Low and Moderate Income Housing Fund 2 SUPPORTING SCHEDULES AND EXHIBITS: Schedule 1 - Listing of Assets Transferred to Successor Agency as of February 1, 2012 Schedule 2 -Transfers to Palm Desert Housing Authority Schedule 3 - Listing of Assets as of June 30, 2012 Schedule 4-Unspent Bond Proceeds Schedule 5 - Summary of Available Resources and Estimated Spending Requirements Schedule 6 - Summary of Balance Available for Allocation to Affected Taxing Agencies Exhibit lA- Original Stipulation dated May 15, 1991 Exhibit 1 B -Amendment 1 to Original Stipulation dated June 18, 1997 Exhibit 1 C -Amendment 2 to Original Stipulation dated September 20, 2002 Exhibit 2 -Amended and Restated Housing Cooperation Agreement dated February 14,2008 Exhibit 3 - Summary of Replacement Reserve Study Exhibit 4 -Bond Documents Exhibit 5 -Projected Revenues and Spending Requirements on Annual Basis - 2012 to 2038 and Assumptions Made Exhibit 6 - Settlement and Release Agreement, City of Palm Desert,Palm Desert Redevelopment Agency and IS Palm Desert, LP v \ "LIIT"E \EL ()\ I)1 :HL I_I�' \\i; I I\.; � t.l�'�:4 . `t i ll 'i ''7 h Independent Accountants' Report on Applying Agreed-Upon Procedures Related to the Low and Moderate Income Housing Fund Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency Palm Desert, California We have performed the minimum required agreed-upon procedures (AUP) enumerated in Attachment A, which were agreed to by the California Department of Finance, the California State Controller's Office, the Riverside County Auditor-Controller, and the Successor Agency to the Palm Desert Redevelopment Agency (Successor Agency), (collectively, the Specified Parties), solely to assist you in meeting the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund of the former Palm Desert Redevelopment Agency and Successor Agency. Management of the Successor Agency is responsible for meeting the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The scope of this engagement was limited to performing the agreed-upon procedures as set forth in Attachment A. Attachment A also identifies the findings noted as a result of the procedures performed. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on whether the Successor Agency has met the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Oversight Board and management of the Successor Agency to the Palm Desert Redevelopment Agency, the California Department of Finance, the California State Controller's Office, and the Riverside County Auditor-Controller, and is not intended to be, and should not be,used by anyone other than these specified parties. Irvine,California September 20,2012 1 2875 Michelle Drive,Suite 300,Irvine,CA 92606 •Tel: -14.9-8.1300• Fax: 714.978.-893 OfjIai looted in Osan,e and Sint Die,o Counties SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 1. Procedure: Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency's Low and Moderate Income Housing Fund to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed-Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. Finding: We agreed the amounts listed on Schedule 1 to account balances as established in the accounting records of the Successor Agency with no exceptions. The former redevelopment agency transferred$37,083,543 in assets to the Successor Agency as shown in Schedule 1. 2A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the former redevelopment agency to the city that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the former redevelopment agency did not make any transfers from the Low and Moderate Income Housing Fund other than payments for goods and services to the City of Palm Desert during the period from January 1,2011 through January 31, 2012. 2B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services)from the Low and Moderate Income Housing Fund of the Successor Agency to the city that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the Successor Agency did not make any transfers from the Low and Moderate Income Housing Fund other than payments for goods and services to the City of Palm Desert during the period from February 1, 2012 through June 30, 2012. 2 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 2C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Finding: This procedure is not applicable since no transfers were identified as a result of Procedures 2A and 2B. 3A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the former redevelopment agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: The former redevelopment agency transferred $9,898,437 to the Palm Desert Housing Authority (Housing Authority)during the period from January 1, 2011 through January 31, 2012 as detailed in Schedule 2. The transfers were made to provide funds for replacement reserves for the renovation, rehabilitation and repair for the apartment projects owned by the Housing Authority. The amounts transferred were based on a replacement reserve study conducted by Association Reserves, Incorporated for all the apartments projects. The Authority under a court order is required to maintain a certain level of affordable housing units. The legal basis for the transfer and the actions taken by the governing boards for the transfers are described below. On May 15, 1991, the Riverside County Superior Court entered a final judgment incorporating a Stipulation for Entry of Judgment, among the Palm Desert Redevelopment Agency, the Western Center on Law and Property, Inc. and California Rural Legal Assistance in connection with City of Palm Desert v. All Persons Interested, (Case No. Indio 51124). On June 18, 1997 and on September 20, 2002, the Riverside County Superior Court entered amendments to the Judgment, incorporating certain amendments to the Stipulation. The Stipulation, as amended, requires the Palm Desert Redevelopment Agency to use its 20% housing set aside funds (the "Housing Funds") and. other tax increment funds, if necessary, to develop, rehabilitate or otherwise financially assist a certain number of affordable housing units and to meet certain affordable housing needs of the City. 3 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 3A. Finding (Continued): As part of the implementation of the Stipulation, the Redevelopment Agency and the Palm Desert Housing Authority entered into a Housing Cooperation Agreement in 2005, which was amended and restated in 2008 (as amended and restated, the "Cooperation Agreement"). Under the Cooperation Agreement, the Redevelopment Agency agreed to develop certain affordable housing units and the Housing Authority agreed to renovate, rehabilitate and repair the designated affordable apartment projects. Section 5 of the Cooperation Agreement provides that the entire expense of the renovation, rehabilitation and repair of these apartment projects is to be borne by the Redevelopment Agency from its Housing Funds, or from a combination of private funds and the Housing Funds. By minute actions taken by the respective governing boards on February 10, 2011, the Redevelopment Agency and the Housing Authority further agreed to establish and fund a replacement reserve for the renovation, rehabilitation and repair of the apartment projects as part of the implementation of the Cooperation Agreement. The amounts transferred are detailed in Schedule 2. 3B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the Successor Agency to any other public agency or to private parties for the period from February 1, 2012 through June 30,2012. For each transfer, the Successor Agency should describe the purpose of the transfer and described in what sense the transfer was required by one of the former redevelopment agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: The City Council adopted Resolution No. 2012-07 on February 9, 2012 and elected the Palm Desert Housing Authority (the "Housing Authority"), and not the City, to become the Housing Successor pursuant to Health and Safety Coder Section 34176. After the adoption of Resolution No. 2012-07, for accounting purposes, the former redevelopment agency transferred assets as shown in Schedule 2 to the housing successor authorized under Health and Safety Code Section 34176(a)(2) pursuant to AB 1484. The transfer of these assets was reported on the Housing Asset List form filed on July 31, 2012 with the California Department of Finance (the "DOF"). The DOF, in a letter dated August 31, 2012, indicated its approval of the Housing Asset List. The Oversight Board of the Successor Agency is expected to adopt a resolution (the "Transfer Direction Resolution") on or about October 8, 2012 pursuant to Health and Safety Code Section 34181, directing the transfer of housing assets to the Housing Authority. The Successor Agency will proceed to have the Housing Authority reflected as the owner of record for the relevant accounts and the real property after the Oversight Board's adoption of the Transfer Direction Resolution. 4 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 3C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report that formed the absence of any such legal document or the absence of language in the document that required the transfer. Finding: Attached to this AUP report are the Original Stipulation dated May 15, 1991 and the two amendments dated June 18, 1997 and September 20,2002 (Exhibit 1A, IB and IC), the amended and restated Housing Cooperation Agreement dated February 14, 2008 between the Redevelopment Agency and the Housing Authority (Exhibit 2) and a summary of results of the replacement reserve study(Exhibit 3). 4. Procedure: Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency for the fiscal periods ended June 30, 2010, June 30, 2011, January 31, 2012 and June 30, 2012. Ascertain that for each period presented, the total of revenues, expenditures and transfers account fully for the changes in equity from the previous fiscal period. Compare amounts for the fiscal period ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period. Compare the amounts for the other fiscal periods presented to the account balances in the accounting records or other supporting schedules. Finding: This procedure is required by Section 34179.5(c)(4) for the Successor Agency as a whole and therefore will be addressed in the AUP report associated with all other funds of the Successor Agency due December 15, 2012. 5. Procedure: Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund (excluding assets held by the entity that assumed the housing function previously performed by the former redevelopment agency) as of June 30, 2012. Agree the assets on listing to the accounting records of the Successor Agency. Finding: As of June 30, 2012, the Successor Agency's total assets related to the former redevelopment agency's Low and Moderate Income Housing Fund amounted to $36,219,570 as shown in Schedule 3. 5 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 6. Procedure: Obtain from the Successor Agency a listing of asset balances held on June 30, 2012 that were restricted for the following purposes: • unspent bond proceeds, • grant proceeds and program income restricted by third parties, and • Other assets with legal restrictions. 6A. Procedure-Unspent Bond Proceeds: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain the legal document that sets forth the restriction pertaining to these balances. We agreed the par amount of the bonds,the original issue premium,underwriter's discount, bond insurance premium, cost of issuance and deposits to the escrow fund to the Official Statement prepared on the issuance of the bonds. We agreed the date and amount of the bond draw to a request from the Palm Desert Redevelopment Agency to Wells Fargo Corporate Trust Services request reimbursements for expenditures paid by the Agency. We agreed the balances at June 30,2012 to a Statement of Assets held by Wells Fargo Corporate Trust Services. Finding: As of June 30, 2012, the Successor Agency had $23,344,715 in unspent bond proceeds as detailed in Schedule 4. Attached to the report at Exhibit 4 are pages from the Official Statement prepared on the issuance of the bonds and page 6 from that statement which restricts the use of the bond proceeds for use on low and moderate income housing activity. 6B. Procedure Grant Proceeds and Program Income Restricted by Third Parties: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain a copy of the grant agreement that sets forth the restriction pertaining to these balances. Finding: This procedure is not applicable as the Successor Agency's assets related to the former redevelopment agency's Low and Moderate Income Housing Fund did not have grant proceeds and program income restricted by third parties as of June 30, 2012. 6 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 6C. Procedure- Other Assets Considered to be Legally Restricted: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records or other supporting documentation. We obtained the legal document that sets forth the restriction pertaining to these balances. Finding: This procedure is not applicable as the Successor Agency's assets related to the former redevelopment agency's Low and Moderate Income Housing Fund did not have other assets considered to be legally restricted as of June 30,2012. 7. Procedure: Obtain from the Successor Agency a listing of assets of the former redevelopment agency's Low and Moderate Income Housing Fund as of June 30,2012 that are not liquid or otherwise available for distribution and ascertain if the values are listed at either purchase cost or market value as recently estimated by the Successor Agency. For assets listed at purchased cost,trace the amount to a previously audited financial statement or other accounting records of the Successor Agency and note any differences. For any differences noted, inspect evidence of asset disposal subsequent to January 31, 2012 and ascertain that the proceeds were deposited into the Successor Agency's trust fund. For assets listed at recently estimated market value, inspect evidence supporting the value and note the methodology used. Finding: This procedure is not applicable as the former redevelopment agency's Low and Moderate Income Housing Fund did not have any assets that were not liquid or otherwise available for distribution as of June 30, 2012. SA. Procedure: If the Successor Agency identified that existing asset balances were needed to be retained to satisfy enforceable obligations, obtain an itemized schedule of asset balances (resources) as of June 30, 2012 that were dedicated or restricted for the funding of enforceable obligations. Compare the information on the schedule to the legal documents that formed the basis for the dedication or restriction of the resource balance in question. Compare all current balances which needed to be retained to satisfy enforceable obligations to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule (ROPS) approved by the California Department of Finance. If applicable, identify any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. 7 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 8A. Finding: This procedure was not applicable as the Successor Agency did not identify any assets to be retained to fund enforceable obligations. 8B. Procedure: If the Successor Agency identified that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that include a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements. Compare the enforceable obligations to those that were approved by the California Department of Finance for the six month period from January 1, 2012 through June 30, 2012 and for the six month period July 1, 2012 through December 31, 2012. Compare the forecasted annual spending requirements to the legal document supporting the enforceable obligation and obtain the Successor Agency's assumptions relating to the forecasted annual spending requirements. Obtain the Successor Agency's assumptions for the forecasted annual revenues. Disclose the major assumptions for the forecasted annual spending requirements and the forecasted annual revenues in this AUP report. Finding: The Successor Agency has identified two enforceable obligations that require the retention of current available resources. The first enforceable obligation is required by a Stipulation(Case No. Indio 51124) that required the former Palm Desert Redevelopment to meet certain affordable housing needs of the City of Palm Desert. This enforceable obligation is described in more detail in Finding 3A. The enforceable obligation is reported as a stipulated judgment on line 32 for project area 1, Line 32 in Project Area 2, Line 13 in project area 3 and line 21 in Project Area 4 of the ROPS filed for the period January 1, 2012 to June 30, 2012. The requirement for the enforceable obligation is the Original Stipulation and two subsequent amendments which are attached as Exhibits 1A, 1 B and 1 C to this report. The second enforceable obligation is the Settlement and Release Agreement dated February 29, 2009 between the City of Palm Desert, the Palm Desert Redevelopment Agency and IS Palm Desert, LP (Park Owner), to resolve disputes between the Park Owner and the residents of the Indian Springs Mobile Home Park Homeowners' Association. With respect to the settlement, within 30 days after delivery of the "Final Public Report" issued to the Park Owner by the Department of Real Estate, Section 4 (a) of the Park Owner Agreement directs the City's Redevelopment Agency to provide purchase loan assistance in a total sum of $5,000,000 to qualified Park residents who are Low, Very Low or Extremely Low Income. The Agency has not provided any loan assistance under this agreement as a Final Public Report has not been issued. This enforceable obligation is reported on Line 9 of the ROPS filed for the period January 1,2012 to June 30, 2012. 8 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 8B. Finding (Continued): The Successor Agency has prepared a projection that shows total resources available to satisfy these enforceable obligations amounting to $250,062,194 (Schedule 5) which includes $12,874,855 in cash and investments held by the Successor Agency. The projected property taxes of $204,570,847 are amounts that would have been available to meet the requirements of the these enforceable obligations after reducing the amounts to be received for the 20 percent set- aside requirements less the debt service for bond debt service related to the low and moderate income-housing fund. The total estimated spending requirements are $278,544,037. The total resources available less the estimated spending requirements results in a projected deficit of $28,491,843 as shown in Schedule 5. Exhibit 5 shows the annual projected revenues and annual estimated spending requirements. The assumptions for the projected revenues and the spending requirements are shown in Exhibit 6. 8C. Procedure: If the Successor Agency identified that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain a schedule demonstrating this insufficiency. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. Obtain the assumptions for the forecasted property tax revenues and other general purpose revenues and disclose them in this AUP report. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure 8D. Procedure: If Procedures 8A, 8B and 8C were performed, calculate the amount of unrestricted balances necessary for retention in order to meet enforceable obligations. Combine the amount identified as currently restricted balances and the forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. Reduce the total resources available by the amount of forecasted annual spending requirements. Include the calculation in this AUP report. Finding: The calculation of the amount of unrestricted balances necessary for retention in order to meet enforceable obligations is shown in Schedule 5. The projected spending requirements exceeds the resources available which indicates that the unrestricted cash balance of$12,874,855 be retained by the Successor Agency. 9 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ATTACHMENT A- AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 9. Procedure: If the Successor Agency identified that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1,2012 through December 31, 2012 and a copy of the final ROPS for the period January 1,2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should identify (a) any dollar amount of existing cash that was needed to satisfy the obligation, and(b)the Successor Agency's explanation as to why the Successor Agency believes that such balances were needed to satisfy the obligation. Include this schedule as an attachment to this AUP report. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure. 10. Procedure: Present a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Agencies. Amounts included in the calculation should agree to the results of the procedures performed above. Agree any deductions for amounts already paid to the County Auditor-Controller on July 12,2012 as directed by the California Department of Finance to evidence of payment. Finding: The schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Agencies is shown in Schedule 6. The computation shows that the Successor Agency does not have a balance available to be remitted to the County for disbursements to taxing agencies. 11. Procedure: Obtain a representation letter from management of the Successor Agency acknowledging their responsibility for the data provided and the data presented in the report or in any schedules or exhibits to the report. Included in the representations is an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in this AUP report and its related schedules or exhibits. Management's refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. Finding: No exceptions were noted as a result of this Procedure. 10 SCHEDULE 1 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND LISTING OF ASSETS TRANSFERRED TO SUCCESSOR AGENCY As of February 1,2012 Total Assets as of February 1,2012 ASSETS Cash and investments $ 13,688,843 Cash with fiscal agent(Bond Trustee) 23,394,700 TOTAL ASSETS $ 37,083,543 NOTES: (A) The assets of the Palm Desert Housing Authority and the Redevelopment Agency Low and Moderate Income Housing Fund have been combined and reported in the Special Revenue Fund on the State Controller's Report filed by the Palm Desert Redevelopment Agency. On the previous years audited financial statements,the assets of the Palm Desert Housing Authority and the Redevelopment Agency Low and Moderate Income Housing Fund are reported separately.The above listing includes only the transferred assets of the former redevelopment agency's Low and Moderate Income Housing Fund. (B) For accounting purposes,the following assets recorded in the Low and Moderate Income Housing Fund were transferred to the Palm Desert Housing Authority(Housing Successor)on February 1,2012 pursuant to Health and Safety Code Section 34176(a)(2). See Finding 3B for additional information. Accounts receivable $ 23,996 Interest receivable 36,493 Loans 6,787,629 Prepaid costs 130 Advances from other funds(SERAF) 17,821,288 Property held for resale 3,671,674 $ 28,341,210 SCHEDULE 2 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND TRANSFERS TO THE PALM DESERT HOUSING AUTHORITY FOR THE PERIOD JANUARY 1,2011 THROUGH JANUARY 31,2012: Date of Enforceable Obligation/Other Transfer Description of Transfer Purpose of Transfer Amount Legal Requirement Supporting Transfer 3/31/2011 Transfer to Palm Desert Housing Provide funds for replacement reserves for $ 5,363,100 See explanation in the finding to Procedure 3A Authority 10/11 Allocation Low Moderate Income Housing Apartments in Attachment A to the AUP report for requirements supporting transfer 6/30/2011 Transfer to Palm Desert Housing Provide funds for replacement reserves for 2,353,396 See explanation in the finding to Procedure 3A Authority 10/11 Allocation Low Moderate Income Housing Apartments in Attachment A to the AUP report for requirements supporting transfer 7,716,496 1/31/2012 Transfer to Palm Desert Housing Provide funds for replacement reserves for See explanation in the finding to Procedure 3A Authority Low Moderate Income Housing Apartments 2,181,941 in Attachment A to the AUP report for requirements supporting transfer.This was also reported on the ROPS for the period January 1,2012 to June 30,2012. Project Area 1-Line 33 for$1,618,199.25 Project Area 2-Line 36 for$179,799.92 Project Area 3-Line 14 for$179,799.92 Project Area 4-Line 22 for$179,799.92 Total amount reported was$2,157,599.01 TOTAL TRANSFERS $ 9,898,437 FOR THE PERIOD FEBRUARY 1,2012 THROUGH JUNE 30,2012 Date of Enforceable Obligation/Other Transfer Description of Transfer Purpose of Transfer Amount Legal Requirement Supporting Transfer 2/1/2012 Transfer of Loan Receivable of Transfer Housing Assets to the Palm See explanation in the finding to Procedure 3B $6,787,629 and accrued interest of Desert Housing Authority in Attachment A to the AUP report for $36,493 to the Patin Desert Housing $ 6,824,122 requirements supporting transfer Authority 2/1/2012 Transfer of Land Held for Resale to Transfer Housing Assets to the Palm See explanation in the finding to Procedure 3B to Palm Desert Housing Authority Desert Housing Authority in Attachment A to the AUP report for $ 3,671,674 requirements supporting transfer 2/1/2012 Transfer of Real Property to Transfer Housing Assets to the Palm See explanation in the finding to Procedure 3B Palm Desert Housing Authority Desert Housing Authority in Attachment A to the AUP report for $ 70,940,835 requirements supporting transfer 2/1/2012 Transfer of Personal Property to Transfer Housing Assets to the Palm See explanation in the finding to Procedure 3B Palm Desert Housing Authority Desert Housing Authority in Attachment A to the AUP report for $ 6,441 requirements supporting transfer 2/1/2012 Transfer of Deferred Loans to Transfer Housing Assets to the Palm • See explanation in the finding to Procedure 3B Palm Desert Housing Authority Desert Housing Authority in Attachment A to the AUP report for $ 23,996 requirements supporting transfer 2/1/2012 Transfer of Amounts Owed to Low Transfer Housing Assets to the Palm See explanation in the finding to Procedure 3B and Moderate Income Housing for Desert Housing Authority in Attachment A to the AUP report for amounts previously borrowed to $ 17,821,288 requirements supporting transfer fund SERAF payments SCHEDULE 3 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND LISTING OF ASSETS As of June 30,2012 Total Assets as of June 30, 2012 ASSETS Cash and investments $ 12,874,855 Cash with fiscal agent(Bond Trustee) 23,344,715 TOTAL ASSETS $ 36,219,570 SCHEDULE 4 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND UNSPENT BOND PROCEEDS Par Amount of 2007 Bonds $ 86,155,000.00 Plus:Original Issue Premium 3,945,150.95 Less:Underwriter's Discount (387,697.50) Less:Bond Insurance Premium (687,000.00) Bond Proceeds 89,025,453.45 Series 2007 Bond Proceeds per Transcript 89,025,453.45 Less:COI (318,507.83) Less:Escrow Fund to pay$48M Bonds (39,706,945.62) Net Project Funds 49,000,000.00 Deposit to Project Fund 49,000,000.00 Accumulated Interest 3,034,929.94 Reimbursement Requests: Date 07-SA-001 2/27/2007 (3,363,107.86) 07-SA-002 2/28/2007 (180,579.16) 07-SA-003 3/31/2007 (1,907,049.91) 07-SA-004 4/30/2007 (1,081,767.07) 07-SA-005 5/31/2007 (587,656.23) 07-SA-006 6/30/2007 (185,354.29) 07-SA-007 7/31/2007 (261,865.17) 07-SA-008 8/31/2007 (149,425.07) 07-SA-009 9/30/2007 (1,729,470.77) 07-SA-010 10/31/2007 (965,927.86) 07-SA-011 11/30/2007 (2,613,354.62) 07-SA-012 12/31/2007 (1,163,487.36) 07-SA-013 1/31/2008 (4,751.83) 07-SA-014 2/29/2008 (2,762,257.38) 07-SA-015 3/31/2008 (228,944.02) 07-SA-016 4/30/2008 (585,369.17) 07-SA-017 5/31/2008 (1,136,520.83) 07-SA-018 6/27/2008 (147,789.41) 07-SA-019 7/25/2008 (322,428.91) 07-SA-020 8/31/2008 (1,469,690.61) 07-SA-021 9/30/2008 (642,064.32) 07-SA-022 10/31/2008 (418,978.40) 07-SA-023 11/30/2008 (422,630.47) 07-SA-024 12/31/2008 (299,847.85) 07-SA-025 1/31/2009 (226,683.91) 07-SA-026 2/28/2009 (396,183.70) 07-SA-027 3/31/2009 (2,768,598.15) 07-SA-028 5/15/2009 (103,326.19) 07-SA-029 6/19/2009 (84,483.00) 07-SA-030 8/14/2009 (364,043.69) 07-SA-031 1/22/2010 (94,850.30) 07-SA-032 6/25/2010 (514,547.07) 07-SA-033 12/31/2010 (134,070.32) 07-SA-034 2/25/2011 (22,631.13) 07-SA-035 8/12/2011 (1,268,504.47) 07-SA-036 9/21/2011 (18,000.98) 07-SA-037 10/31/2011 (2,879.50) 07-SA-038 1/31/2012 (31,089.18) 07-SA-039 3/15/2012 (2,497.50) 07-SA-040 5/23/2012 (27,507.50) Remaining Project Funds 23,344,714.78 Actual Current Balance(including interest earned) $ 23,344,714.78 SCHEDULE 5 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND SUMMARY OF AVAILABLE RESOURCES AND ESTIMATED SPENDING REQUIREMENTS AVAILABLE RESOURCES: CURRENT RESOURCES: Cash and investment balances at June 30,2012 $ 12,874,855 PROJECTED REVENUES: Property tax to be received from stipulation $ 204,570,847 SERAF repayment 17,821,288 Proceeds from Hovley note payoff 6,787,629 proceeds from deferred home loan payoffs 8,007,575 TOTAL PROJECTED REVENUES 237,187,339 TOTAL RESOURCES AVAILABLE 250,062,194 SPENDING REQUIREMENTS: Administration 51,128,291 Programs: Palm Desert Housing Authority Net Operating Costs 10,653,407 ARR 7,407,599 Home improvement program 841,773 Affordability covenant maintenance 841,773 Home buyer assistance 8,417,726 Capital Projects: Indian Springs MHP agreement 5,000,000 Desert Point rehabilitation 5,000,000 Las Serenas expansion 22,250,000 Sagecrest Apartments construction 6,000,000 15 acre site acquisition 2,250,000 15 acre site development 20,500,000 Complex acquisition 20,000,000 Rehabilitation of complex 30,000,000 NS Parklands apartments constructions 15,000,000 Replacement Expenditures: California Villas 11,042,721 Candlewood 2,198,565 Carlos Ortega 3,518,771 Catalina Gardens 4,514,472 Desert Point 4,580,821 La Rocca Villas 2,210,020 Laguna Palms 3,876,607 Las Serenas 7,850,031 Las Serenas II 5,009,968 Neighbors 1,746,325 One Quail Place 18,657,647 Palm Village 4,581,267 Pueblos 982,710 Sagecrest 910,562 Taos Palms 1,582,981 TOTAL SPENDING REQUIREMENTS 278,554,037 NET DEFICIT(SPENDING REQUIREMENTS EXCEED RESOURCES AVAILABLE) $ (28,491,843) SCHEDULE 6 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND SUMMARY OF BALANCE AVAILABLE FOR ALLOCATION TO AFFECTED TAXING AGENCIES As of June 30,2012 Total amount of assets held by the Successor Agency as of June 30,2012-(Procedure 5) $ 36,219,570 Less assets legally restricted for uses specified by debt covenants,grant restrictions, or restrictions imposed by other governments-(Procedure 6) (23,344,715) Less assets that are not cash or cash equivalents (e.g.,physical assets)-(Procedure 7) - Less balances that are legally restricted for the funding of an enforceable obligation (net of projected annual revenues available to fund those obligations)-(Procedure 8) (12,874,855) Less balances needed to satisfy ROPS for the 2012-13 fiscal year-(Procedure 9) - Less the amount of payments made on July 12,2012 to the County Auditor-Controller as directed by the California Department of Finance - Add the amount of any assets transferred to the City for which an enforceable obligation with a third party requiring such transfer and obligating the use of the transferred assets did not exist-(Procedures 2 and 3) - Amount to be remitted to County for disbursement to taxing agencies $ - EXHIBIT 1A ORIGINAL STIPULATION DATED MAY 15, 1991 4 1 RICHARDS, WATSON & GERSHON A Professional Corporation 2 WILLIAM L. STRAUSZ, State Bar No. 58410 CHRISTI HOGIN, State Bar No. 138649F LI IL NNNI"'D ' 3 DEBORAH R. HAKMAN, State Bar No. 136663 RIVER3t COW 333 South Hope Street, 38th Floor 4 Los Angeles, California 90071-1469 tlf 1 (213) 626-8484 5 ARTHUR A.Slut:,b•C�.t Attorneys for Defendants CITY OF 8y 1� At,�i$ P.G.%brume 6 PALM DESERT, CITY COUNCIL OF THE Dissota CITY OF PALM DESERT, PALM DESERT 7 REDEVELOPMENT AGENCY, WALTER H. SNYDER, RICHARD S. KELLY, S. ROY 8 WILSON, JEAN M. BENSON and BUFORD A. CRITES 9 10 SUPERIOR COURT OF THE STATE OF CALIFORNIA 11 FOR THE COUNTY OF RIVERSIDE 12 •w 13 14 CITY OF PALM SPRINGS, ) Case No. INDIO 51124 ;Z 15 Plaintiff, ) [ ] JUDGMENT PURSUANT TO STIPULATION 16 vs. ) 17 ALL PERSONS INTERESTED IN THE ) �; MATTER OF THE REDEVELOPMENT PLAN ) 18 FOR THE PALM DESERT REDEVELOPMENT ) PROJECT AREA NO. 2, et. al. , ) 19 ) Defendants. ) 20 ) 21 22 IT IS HEREBY ADJUDGED, ORDERED AND DECREED that final 23 judgment be entered in this case pursuant to the terms and 24 conditions of the Stipulation for Entry of Judgment, attached 25 hereto, and pursuant to the terms and conditions of the Settlement 26 Agreement and Mutual Release incorporated therein, true and 27 /// 28 /// RICHARDS. - 4 WATSON& `f GERSHON ATTORNEYS AT LAW 1840087 1 correct copies of which are filed herewith as Exhibits 1 and 2, 2 respectively, and are incorporated herein by reference. 3 4 DATED: - '1 5 r</i9^X.In1,1 6 JUDGE OF THE SUPERIOR COURT 7 8 9 10 11 12 13 14 15 16 17 C' 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON& GERSHAT LAW PURSUANT 910508 gk (2) -- ATTOgNEYS AT 2 TO STIPULATION 1840087 • 1 RICHARDS, WATSON & GERSHON A Professional Corporation 2 333 South Hope Street, 38th Floor Los Angeles, California 90071-1469 3 (213) 626-8484 4 5 Attorneys for Defendants CITY OF PALM DESERT, CITY COUNCIL OF THE 6 CITY OF PALM DESERT, PALM DESERT REDEVELOPMENT AGENCY, WALTER H. 7 SNYDER, RICHARD S. KELLY, S. ROY WILSON, JEAN M. BENSON and 8 BUFORD A. CRITES 9 10 SUPERIOR COURT OF THE STATE OF CALIFORNIA 11 FOR THE COUNTY OF RIVERSIDE 12 13 CITY OF PALM SPRINGS, ) Case No. INDIO 51124 14 ) Plaintiff, ) STIPULATION FOR ENTRY OF 15 ) JUDGMENT vs. ) 16 ) CASE NO. INDIO 51143 ALL PERSONS INTERESTED IN THE ) 17 MATTER OF THE REDEVELOPMENT PLAN ) FOR THE PALM DESERT REDEVELOPMENT ) 18 PROJECT AREA NO. 2, et. al. , ) 19 Defendants. ) 20 ) SUNRISE DESERT PARTNERS, a ) 21 California limited partnership dba ) SUNRISE COMPANY, ) 22 ) Plaintiff/Petitioner, ) 23 ) vs. ) 24 ) ALL PERSONS INTERESTED IN THE ) 25 MATTER OF THE REDEVELOPMENT PLAN ) FOR PROJECT AREA NO. 2, et al. , ) 26 ) Defendants/Respondents. ) 27 ) 28 /// F?CHAFPDS.WATSON& [PROPOSED]j JUDGMENT GERSHON - PURSUANT TO STIPULATION ATTORNCT'J AT LAW 0320015 1 CITY OF INDIAN WELLS, ) CASE NO. INDIO 51159 a municipal corporation, ). 2 ) Plaintiff/Petitioner, ) 3 ) vs. ) 4 ) ALL PERSONS INTERESTED IN THE ) 5 MATTER OF THE REDEVELOPMENT PLAN ) FOR PROJECT AREA NO. 2, et al. , ) 6 ) Defendants/Respondents. ) 7 ) 8 9 IT IS HEREBY STIPULATED by and between defendants 10 Alphonso Sanchez ("Interested Party") , City of Palm Desert 11 ("City") and Palm Desert Redevelopment Agency ("Agency") through 12 their respective counsel, that judgment in this action be entered 13 on the following terms: 14 1. The Agency shall develop, rehabilitate or acquire, 15 or cause to be developed, rehabilitated or acquired, within the 16 City of Palm Desert, housing units in the amounts and during the 17 times specified in this paragraph: 18 a. Before December 31, 1995, not less than the 19 following units shall be developed or acquired: 20 (i) . 366 housing units occupied by and available 21 at affordable housing cost to very low income households; 22 (ii) . 367 housing units occupied by and available 23 at affordable housing cost to persons and families of low income; 24 and 25 (iii) . 367 housing units occupied by and available 26 at affordable housing cost to persons and families of low or 27 moderate income. 28 /// RICHARDS. WATSON& [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 - 2 PURSUANT TO STIPULATION ATTOFIN C'/S AT LAW 0320015 1 b. In addition to the housing units described in 2 paragraph 1.a. , above, an additional 100 housing units occupied 3 by and available at affordable housing cost to very low income 4 households and an additional 60 housing units occupied by and 5 available at affordable housing cost to lower income households 6 shall be developed. . Development of these units shall be 7 commenced within 120 days after the average occupancy rate on the 8 very low and low income units developed or acquired pursuant to 9 paragraph 1.a. (i) and (ii) is 90% or more during any calendar 10 month, and development shall proceed with reasonable diligence to 11 completion. The Agency shall maintain the average monthly 12 occupancy rate of the units developed under paragraph 1.a(i) and 13 (ii) . 14 c. In addition to the housing units described in 15 paragraph l.a and b, above, ,before December 31, 1992, not less 16 than 255 existing housing units shall be acquired. These 255 17 existing housing units may include up to 191 mobilehome spaces and 18 the remainder shall be housing units. Not less than 21 units (or 19 spaces) shall be occupied by and available at affordable housing 20 cost to very low income households and not less than an 21 additional 78 units (or spaces) shall be occupied by and 22 available at affordable housing cost to lower income households. 23 The remainder of these units shall be unrestricted. 24 410, Beginning July 1, , 1994, and continuing 25 through the life of the redevelopment—projects in the City, he 26 A410Oy'sha'l:l:develop, rehabilitate or acgt ixe' sufficient housing 27 to. meetthe city's existing'and future housing needs '.=very 1c 28 aztd lower income households :perscins and families of low or, RICHARDS, WATSON& GERSHON 900621 ajh 0 - 3 - [PROPOSED] JUDGMENT ATTORNEYS AT I.AW PURSUANT TO STIPULATIO 0320015 1 •mate income,, 0lx, , k`:•valid-Housing•Element.+ 2 periodically revised as required in Government Code Section 3 65588(b) . M..ma y,may="deduct from its .existing needs, which are: 4 i : fied in the Housing Element it is required to revise by ;. . 5 July 1, 1994, the number of very low, low and moderate income / 6 units it develops pursuant to this agreement in excess of 394 very 7 low, 477 low and 442 moderate income units. ; 8 2 . In meeting the requirements of paragraph 1.a, 1.b 9 and 1.c, the Agency shall utilize taxes which are allocated to it 10 pursuant to Health and Safety Code Section 33670 to the extent 11 necessary. With respect to the requirements of paragraph l.d, 12 the Agency shall utilize taxes which are' so allocated to it from 13 Project Area No. 2, to the extent necessary but at least at the 14 level required by Health and Safety Code Section 33334.2(a) , and 15 shall utilize at least the level required by Health and Safety 16 Code Sections 33334 .2 (a) and 33334. 6 (c) from Project Area No. 1, 17 As Amended, to be deposited in a Low and Moderate Income Housing 18 Fund (the "L & M Fund") . The use of taxes allocated to the Agency 19 in excess of the levels required in Health and Safety Code Set;tion 20 33334.2 (a) ("excess tax increments") shall not 'be deemed to 21 create a lien on excess tax increments which is prior to or on a 22 parity with prior indebtedness payable from excess tax 23 increments. "Prior indebtedness" means indebtedness (i) existing 24 as of the date of this Stipulation, or (ii) incurred by the 25 Agency after it shall have made a written finding at a public 26 meeting by resolution appearing on the agenda, but not as part of 27 the consent calendar that those excess tax increments are not, and 28 will not be necessary to meet the housing requirements set forth RICHARDS. WATSON 8. - - [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 4 ATTORNEYS AT LAWPURSUANT TO STIPULATION 0320015 v •.r+ 1 in paragraph l.a. , 1.b. , and 1.c. , with respect to Project Areas 2 Nos. 1 and 2, and in paragraph 1.d with respect to Project Area 3 No. 2. Such finding shall be made only if reasonably supported by 4 a report which indicates (i) the last equalized roll of taxable 5 property in all Project Areas of the Agency, (ii) the projected 6 assessed value of such taxable property for the following five 7 years, (iii) the projected amounts to be set aside into the Low 8 and Moderate Income Housing Fund pursuant to Sections 33334.2 (a) 9 and 33334 .6(c) , (iv) the housing specified in paragraph l.a, b and 10 c, (v) the projected housing needs included in the requirements 11 set forth in paragraph l.d for the life of Project Area No. 2, 12 which shall be based upon a forecast by a state agency or by the 13 council of governments, currently the Southern California 14 Association of Governments, with the responsibility to determine 15 regional housing needs under Government Code Section 65584, and 16 (vi) the estimated amounts of money necessary to meet the 17 requirements of paragraph 1, including the estimated total costs 18 of subsidizing housing affordable to the households enumerated in 19 paragraph 5, for the time periods specified in paragraph 6, '.Chich 20 estimated total costs shall include, to the extent necessary, 21 costs of developing, maintaining and managing the housing units. 22 The report shall include evidence and analysis reasonably 23 supporting and substantiating the projections in the report and 24 the finding to be made by the Agency. 25 3 . In meeting the requirements of paragraph 1, the 26 Agency may acquire existing housing units which are already 27 available at affordable cost to low or moderate income persons 28 only if the time for maintaining the affordability of those units RICHARDS. WATSON& [PROPOSED) JUDGMENTGERSHON 900621 ajh 0 5 ATT OAN ENS AT LAW PURSUANT TO STIPULATION 0320015 woe 1 is extended by at least 15 years for rental housing and by at 2 least 10 years for for-sale ,housing and if the units comply with 3 the provisions of this Stipulation. For the purpose of 4 determining the number of very low, low and moderate income units 5 acquired under this paragraph and the credit to be given to the 6 Agency for housing units required under paragraph 1, the number 7 of housing units acquired shall be multiplied by a fraction, 8 equal to or less than one, whose denominator is 30 and whose 9 numerator is the number of years added to the time the units will 10 be maintained at affordable costs and occupied by persons and 11 families of low or moderate income. The following is an example 12 of the foregoing formula applied to the acquisition of 100 units 13 which were available at affordable cost for 10 years prior to 14 acquisition and which are to be maintained at affordable cost for 15 a total of 30 years after acquisition: 16 100 units x 20/30 = 67 units 17 4 . The Agency may promulgate other regulations 18 regarding the occupancy of housing described in this Stipulation 19 which is in accordance with law. 20 5. Housing units required to be available at 21 affordable housing cost to very low and low income households and 22 persons and families of low or moderate income under paragraphs 1 23 and 20 shall be affordable to, and, to the extent feasible, 24 occupied by, households with the following incomes: 25 a. For very low income households, at least one- 26 third of the housing units shall be affordable to households with 27 35 percent or less of the median income, adjusted for family 28 size, for the Riverside-San Bernardino Metropolitan Statistical A WATSON O8 [PROPOSED] JUDGMENT WN GEAsrioN 900621 ajh 0 - 6 PURSUANT TO STIPULATION A'ROANEYS AT LAW 0320015 visti 1 Area ("SMSA") and the remainder shall be affordable to households 2 with 45 percent or less of the median income, adjusted for family 3 size, for the SMSA. 4 b. For lower income households, at least one- 5 third of the housing units shall be affordable to households with 6 55 percent or less of the median income, at least one-third shall 7 be affordable to households with 65 percent or less of the median 8 income and the remainder shall be affordable to households with 75 9 percent or less of the median income, all adjusted for family 10 size, for the SMSA. 11 c. For persons and families of moderate income 12 all the units shall be at least affordable to households who come 13 within the definition of persons and families of low or moderate 14 income in Health and Safety Code Section 50093 and who cannot 15 afford housing at the market .rate as provided in Health and 16 Safety Code Section 33334.2 (e) (8) , adjusted for family size. 17 6. All housing units developed, rehabilitated or 18 acquired by the Agency under the requirements of this Stipulation 19 shall be maintained at affordable housing costs, as specified in 20 paragraph 5, for the longer of the times provided in Health and 21 Safety Code Sections 33334.3 and 33413, as amended, but not less 22 than either the total period of the land use controls in the 23 Redevelopment Project Area No. 2, or 30 years, whichever is 24 greater, except as provided in paragraph 3. 25 7. Housing units developed, rehabilitated or acquired 26 pursuant to paragraph 1 shall meet the City's housing needs by 27 family size and household type. 28 /// [PROPOSED] JUDGMENT PURSUANT TO STIPULATION RICHARDS, WATSON& GERSHON 900621 ajh 0 - 7 - ATTOANEY$AT LAW - 0320015 Ctse 1 a. Housing units acquired, developed, 2 rehabilitated or otherwise assisted by the Agency shall meet the 3 needs of low and moderate income persons and families and very 4 low income households by family size (numbers of bedrooms) and 5 household type (senior/family) , as identified in a City Housing 6 Element which is consistent with the latest, updated U.S. Census 7 and which complies with the provisions of state law. 8 b. As for housing units required to meet the 9 needs of large families (four or more bedrooms) , the Agency shall 10 determine the number of those units required to be developed, 11 rehabilitated or acquired under paragraph 1.d. by multiplying its 12 future regional needs for very low and lower income households by 13 a fraction whose denominator is the City's existing need for very 14 low and lower income households (overpayment needs) determined 15 pursuant to paragraph 7.a and whose numerator is the City's 16 existing need for such very low and lower income households which 17 are also large families (households in need of four or more 18 bedrooms) . 3i 19 c. Housing units developed pursuant to this C" c2 20 Stipulation shall be rented, on a "priority basis", according to ,f,'. 21 the following range of occupancy: 22 Unit Type Number of Occupants 23 Studio 1-2 24 One-bedroom 2 or more 25 Two-bedroom 2-4 or more 26 Three-bedroom 4-6 or more 27 Four-bedroom 6-8 or more 28 /// RICHARDS, [PROPOSED] JUDGMENT WATSON& PURSUANT TO STIPULATION GERSHON 900621 aJh 0 — 8 - ATTORNEYS AT LAW 0320015 1 A "priority basis" means that vacant units will be held available 2 for households within the range of occupancy for at least 60 3 days. 4 d. The Agency shall require the owner of any 5 housing units developed, rehabilitated or acquired pursuant to 6 paragraph 1, to maintain waiting lists, to offer vacant units to 7 households on the waiting list on a priority basis and to notify 8 the following entities of any units required to be available to 9 very low and lower income households which remain vacant for more 10 than 30 days: 11 i. the Agency, 12 ii. the Riverside County Housing Authority, 13 iii. Catholic Charities in the Coachella Valley, 14 iv. California Rural Legal Assistance, 15 v. Coachella ,Valley Housing Coalition. 16 8. The units developed or assisted by the Agency shall 17 be subject to good cause eviction procedures in accordance with 18 Title 24 of the Code of Federal Regulations, Part 247, revised as 19 of April 1, 1989. 20 9. The Agency shall insure, through written agreements 21 with owners of housing developed, rehabilitated or acquired 22 pursuant to this Stipulation, that such housing units are 23 initially occupied and continue to be occupied by households and 24 families within the income categories specified in paragraphs 1 25 and 20. The Agency shall also insure, through written agreements 26 with owners of housing developed, rehabilitated and acquired 27 pursuant to this Stipulation, that such units are adequately 28 /// RICHARDS. (PROPOSED] JUDGMENT WATSON& - 9 _ PURSUANT TO STIPULATION G EASHON 900621 ajh 0 ATTORNEY,AT LAW 0320015 1 maintained during the time they are required to remain available 2 at affordable cost under paragraph 6. 3 10. The Agency and the owner of housing units 4 developed pursuant to this Stipulation, shall continually 5 advertise with the Riverside County Housing Authority and any 6 other housing authority with jurisdiction in the City, the 7 availability of those units. 8 11. a. The Agency shall enter into a written 9 regulatory agreement with each owner of housing developed, 10 rehabilitated or acquired pursuant to this Stipulation. Such 11 written regulatory agreement shall contain covenants and 12 restrictions running with the land which implement the 13 requirements of paragraphs 1, 5, 6, 7, 8, 9, 10 and 14 of this. 14 Stipulation and the requirements of Health and Safety Code Section 15 33334. 3 (e) , as amended. The. covenants and restrictions shall be 16 enforceable by the Agency and the City, or Interested Party; 17 provided that prior to the commencement of any action to enforce 18 such covenants or restrictions, the Interested Party shall have 19 given not less than 60 days prior written notice to the Agency and 20 the City of its intent to so commence and of the alleged breach of 21 covenant or restriction. The Agency shall require the recording 22 of such written regulatory agreement in the office of the county 23 recorder in accordance with Government Code Section 27281.5. Such 24 written regulatory agreements shall comply with all of the 25 requirements of Civil Code Section 1468, as amended, and even if 26 not required shall identify a parcel or parcels owned by the City 27 as the parcel to be benefitted by the covenants and restrictions 28 running with the land. RICHARDS. [PROPOSED] JUDGMENT WATSON& PURSUANT TO STIPULATION GERSHON 900621 ajh 0 — 10 Arrogwere AT LAW 0320015 • y0/ 1 b. If commercially feasible, the regulatory 2 agreement shall provide for a power of termination or other 3 similar property interest in housing projects the Agency finances 4 or otherwise assists under this Stipulation. The regulatory 5 agreement shall also provide that, notwithstanding the power of 6 termination, a breach of the regulatory agreement's covenants, 7 conditions and restrictions, and the Agency's exercise of the 8 power of termination, shall not defeat or render invalid the lien 9 of any mortgage or deed of trust made in good faith and for value 10 as to such property or any part thereof; but such covenants, 11 conditions, and restrictions, including such power of termination, 12 shall be binding upon and effective against any owner of said 13 property whose title is acquired by foreclosure, trustee's sale, 14 or otherwise. 15 12 . In connection. with its obligation to develop or 16 assist in the development of housing affordable to persons and 17 families of low or moderate income, the Agency shall give 18 reasonable priority to either of the following: 19 a. Non-profit developers which have the capacity 0 20 to and interest in developing such housing units, and 21 b. Sponsors or developers who agree to maintain 22 the affordability of units for a longer time than the minimum 23 required in paragraph 6. 24 13. Notwithstanding paragraph 7, the size of the units 25 developed or acquired under paragraph l.a. will be distributed, 26 within each income category, as follows: 27 /// 28 /// • RICHARDS, [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 — 11 - WATSONPURSUANT TO STIPULATION ON ATTOANETS AT LAW 0320015 1 Studio, at most 17% 2 one-bedroom 25-35% 3 two-bedroom, at least 32% . 4 three-bedroom, at least 16% 5 14. Interested Party will receive a first priority to 6 purchase or rent any appropriately sized, affordable unit 7 developed by the Agency, including any self-help housing. 8 15. The City and Redevelopment Agency shall adopt 9 5-year implementation plans commencing October 1, 1990, for the 10 expenditure of its Low and Moderate Income Housing Fund and the 11 plan shall contain the same information specified for the plan 12 provided in Health and Safety Code Section 33334. 10. 13 16. The Agency and City shall comply with requirements 14 of this Stipulation notwithstanding the provisions of the Pledge 15 Agreement dated September 8, 1988, between Riverside County 16 Housing Authority and the City of Palm Desert regarding the 17 contingency of the hotel development and the term of affordability 18 requirements so that housing units are maintained in accordance 19 with paragraph 6. 20 17. If any of the provisions of this Stipulation for 21 Entry of Judgment requires the Agency to develop housing which' 22 would be subject to Article 34 of the California Constitution, the 23 percentage of units in a housing development available at 24 affordable housing costs to very low and/or low income households 25 can be limited to the percentage which would not cause such 26 housing to be subject to Article 34 under the circumstances in 27 subparagraphs a. b. and c. , below; provided that as long as 28 Article 34 applies to both very low and low income rental units, RICHARDS, WATSON& [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 - 12 -ATTORNEYS AT Uw PURSUANT TO STIPULATION 0320015 1 any reduction shall be in the same proportion as the percentage 2 of units required to be available at affordable housing costs to 3 very low and low income households, respectively, under the 4 provisions of paragraphs 1.d or 20. The provisions of this 5 paragraph shall apply only if all of the following conditions are 6 met: 7 a. The proposed housing project is not excluded 8 from the application of Article 34 under Health and Safety Code 9 Section 37000 et seq. , or other applicable laws, and cannot be so 10 excluded by redesigning, reconfiguring or restructuring the 11 project. 12 b. The City does not have Article 34 authority 13 which is applicable to the proposed housing project. 14 c. The City has held an unsuccessful Article 34 15 referendum election within the prior four years, which would have 16 been applicable to the proposed housing project. 17 18. Upon written request by Interested Party or his 18 counsel, the Agency shall expeditiously send to counsel for 19 Interested Party, any public records regarding the implementation 20 of this Stipulation, including a copy of the report required by 21 Health and Safety Code Section 33080. 1(c) and the data required to 22 be obtained under Health and Safety Code Section 33418, as soon as 23 such public records are available. 24 19. In November 1988, the Riverside County Housing 25 Authority (the "Housing Authority") issued $99, 000,000 principal 26 amount of its revenue bonds. From the proceeds of the bonds, 27 approximately $70, 000, 000 has been reserved for the purpose of 28 acquiring and constructing affordable housing within the R!CHARDS, WATSON& [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 — 13 —ATTORNEYS AT LAM/ PURSUANT TO STIPULATION 0320015 1 territorial limits of the City. The Agency participated in the 2 revenue bond program in an effort to cause the acquisition and 3 development of affordable housing units in the City. In the view 4 of the Agency, the promises of the Agency set forth in paragraphs 5 l.a. , l.b. and l.c. are ambitious and such promises are dependent 6 in large part upon the timely use of such revenue bond proceeds 7 reserved for the Agency. In August, 1989 a portion of the 8 proceeds of the revenue bonds were used by the Housing Authority 9 to acquire a 64 unit apartment building complex in the City. In 10 August, 1989 the Housing Authority adopted a resolution of 11 necessity to acquire a 191 unit mobilehome park in the City. In 12 addition to the acquisition of the 64 units and 191 units 13 described in paragraph 1.c, above, it was also contemplated at the 14 time of issuance of the revenue bonds that the Housing Authority 15 would acquire an additional 1100 apartment units to be constructed 16 in the City. The obligations of the Agency hereunder with respect 17 to the foregoing acquisitions and the mix of affordability of the 18 units contemplated thereby is described in paragraphs l.a. and 19 1.c. Subsequent to the issuance of the revenue bonds, it has come 20 to the attention of the Agency that an apartment building complex 21 in the City (commonly known as "One Quail Place") has been the 22 subject of a foreclosure and that the foreclosing entity is 23 interested in selling One Quail Place. The Agency has 24 communicated to the sellers that the Agency is interested in 25 acquiring One Quail Place. The Agency has in turn contacted the 26 Housing Authority and indicated that the Agency is desirous of 27 having the Housing Authority acquire One Quail Place from revenue 28 and bond proceeds reserved for the Agency. The Agency is also RICHARDS, WATSON&1'9 [PROPOSED] JUDGMENT ATTOPNl AT GERSS AT LAW 900621 ajh 0 -14PURSUANT TO STIPULATION 0320015 1 itself contemplating the acquisition of One Quail Place by issuing 2 bonds secured in part by the L & M Fund, for eventual sale to the 3 Housing Authority. In the event the Agency acquires One Quail 4 Place or causes its acquisition, it is the intent of the parties 5 to this Stipulation that those units may be used to satisfy the 6 requirements of paragraph l.a. , to the extent those units comply 7 with all of the provisions of this Stipulation which are 8 applicable to paragraph l.a. and to the extent provided in 9 paragraph 3. 10 20. If, at the end of any fiscal year as of July 1, 11 1995, the Agency is not in compliance with the requirements in 12 paragraph l.d, the Agency shall adopt a plan not later than 13 December 31 of the immediately succeeding calendar year to bring 14 itself into compliance by the end of the next fiscal year. Until 15 such compliance has been achieved, the Agency shall not assist 16 any development which individually does not meet the following 17 requirements: 18 a. Not less than 50 percent of such units shall be 19 available at affordable costs to, and occupied by very low income 20 households. 21 b. The remainder of the units shall be available 22 at affordable costs to, and occupied by lower income households 23 and persons and families of moderate income in the same C' 24 proportion as the City's share of the regional housing needs for 25 those two income groups, as determined pursuant to Government 26 Code Section 65584, except that the Agency may allocate the units 27 for moderate income households to units for very low and/or low 28 income households. FticHARos. [PROPOSED] JUDGMENT WATSON& - 15 - PURSUANT TO STIPULATION GERSHON 900621 WI 0 ATTORNevs AT LAW 0320015 1 Upon request by Interested Party or his counsel, the 2 Agency shall send counsel for Interested Party a copy of any such 3 plan as soon as it is proposed or adopted and a copy of any of the 4 Agency's annual reports. 5 21. The Agency shall send by first-class mail copies of 6 all agenda packets to California Rural Legal Assistance, to 7 Jonathan Lehrer-Graiwer and to the Western -Center on Law and 8 Poverty at the same time those agenda packets are distributed to 9 the Agency Board. 10 22. The definitions contained in Health and Safety Code 11 Sections 50052.5, 50079.5, 50093 and 50105 as they currently 12 exist, shall apply to this Stipulation for Entry of Judgment and 13 the term "affordable cost" shall include "affordable rent." 14 23 . The terms "develop, rehabilitate or acquire, " 15 either individually or conjunctively, include actions by the 16 Agency which cause or assist another entity to develop, 17 rehabilitate or acquire. 18 24 . For the purpose of enforcing the terms of this 1 19 Stipulation, "Interested Party" shall include low or very low 20 income households who would qualify for the housing to be 21 developed under paragraph 1. 22 25. Notwithstanding paragraph 2, the Agency may spend 23 monies from the L & M Fund which are derived from the territory 24 added to Project Area No. 1, As Amended, for the purpose of :7 25 paying the debt service requirements on its Palm Desert 26 Redevelopment Agency, Project Area No. 1, As Amended (Added 27 Territory Only) Tax Allocation Bonds, Issue of 1988, or a 28 /// FIIOMARDs, [PROPOSED] JUDGMENT WATSON& - PURSUANT TO STIPULATION GERSHON 900621 ajh 0 - 16 ATTO� CVS AT LAW 0320015 1 refinancing thereof which decreases such debt service require- 2 ments. 3 26. Notwithstanding paragraph 2, provided it has made a 4 written finding reasonably supported by the same evidence 5 described under paragraph 2, that a portion of the L & M Fund 6 derived from Project Area No. 1, As Amended, is not, and will not 7 be necessary to meet the housing requirements set forth in 8 paragraph 1, the Agency may use moneys in the L & M Fund derived 9 from Project Area No. 1, As Amended, for the development of 10 housing units which are subject to all of the provisions of this 11 Stipulation, except the requirements of paragraphs 5.a and 5.b, as 12 long as such housing units are in addition to the requirements of 13 paragraph 1. 14 27. Interested Party releases, waives and forever 15 discharges City and Agency from any and all claims raised in this 16 action, or which could have been raised in this action, except as 17 specifically provided in this Stipulation for Entry of Judgment 18 and the City and Agency release, waive and forever discharge 19 interested party from any and all claims which they may have 20 against him in connection with this action. 21 28. The City and/or Agency agree to pay the Western 22 Center on Law and Poverty, the California Rural Legal Assistance 23 and Jonathan Lehrer-Graiwer, a maximum of $56,000 as attorneys' 7 24 fees to be calculated by multiplying the total number of attorney 25 hours expended on the case by the reasonable hourly rate that 26 persons of equivalent experience and quality are charging in the 27 community. The City and Agency have been informed of the hourly 28 rates of the attorneys for Interested Party and those rates are RICHARDS. [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 - 17 WATSONPURSUANT TO STIPULATION ON ATTOp. VS AT LAW 0320015 ir✓ 1 deemed reasonable. Such fees shall be paid upon provision by 2 counsel for Interested Party to the Agency of attorneys' time 3 records. With the exception of such payment of attorneys' fees, 4 Interested Party, the City and Agency shall bear their own costs, 5 attorneys' fees and expenses incurred in connection with this 6 action. 7 29. The laws of the State of California shall govern 8 this Stipulation for Entry of Judgment in all respects, 9 including, but not limited to, matters of construction, validity, 10 enforcement and interpretation. This Court shall maintain 11 continuing jurisdiction for the purpose of enforcing the judgment 12 entered pursuant to this Stipulation for Entry of Judgment. If 13 any motion or legal action is brought to enforce, construe, 14 interpret or invalidate the terms of the judgment entered 15 pursuant to this Stipulation. for Entry of Judgment, the 16 prevailing party shall be entitled to all costs and expenses 17 incurred in any such action including court costs and reasonable 18 attorney's fees to the extent provided by California law, in 19 . addition to any other relief to which they may be entitled from 20 the losing party. Upon a noticed motion, the Court may award • 21 attorneys' fees to counsel for Interested Party for any 22 significant time spent in enforcing the provisions of the 23 judgment entered herein. C" 24 30. All notices to be delivered pursuant to the terms 25 of this Stipulation for Entry of Judgment shall be in writing and 26 shall be delivered either in person or by U.S. mail or some other 27 delivery service, verifying delivery of the notice to the address 28 listed below for the respective parties. RICHARDS. [PROPOSED] JUDGMENT GERSHON 900621 ajh 0 - 18 - PURSUANT TO STIPULATION ATTORNEYS AT LAW 0320015 410 1 If to counsel for Interested Party: 2 Western Center on Law and Poverty, Inc. 3535 West Sixth Street 3 Los Angeles, California 90020 4 California Rural Legal Assistance 1030 Sixth Street, Suite 6 5 P. O. Box 35 Coachella, California 92236 6 Jonathan Lehrer-Graiwer 7 4727 Wilshire Blvd. Suite 500 Los Angeles, California 90010 8 If to the City: 9 David J. Erwin, Esq. 10 Best, Best & Krieger P.O. Box 1555 11 Rancho Mirage, California 92271 12 If to the Agency: 13 William L. Strausz Richards, Watson & Gershon 14 333 South Hope Street Suite 3800 15 Los Angeles, California 90071 16 Mr. Carlos L. Ortega Executive Director 17 Palm Desert Redevelopment Agency City Hall 18 P.O. Box 1977 Palm Desert, California 92261 19 Any of the foregoing addresses may be changed by written 20 notice in accordance with this paragraph. 21 If notice is given it shall be deemed effective upon the 22 date of actual receipt as evidence by personal acknowledgement, 23 return receipt or other comparable means. Cy 24 31. This Stipulation for Entry of Judgment may be 25 signed in counterparts. 26 32. If Interested Party objects to the written finding 27 made by the Agency pursuant to paragraph 2, or to the report upon 28 RICHARDS, [PROPOSED] JUDGMENT WATSON& GERSHON 900621 ajh 0 - 19 - PURSUANT TO STIPULATION ATTORNEYS AT LAW 0320015 ammo 1 which it is based, Interested Party may bring an appropriate 2 motion pursuant to paragraph 29 or an action challenging the 3 written finding. Such motion or action shall be brought within 4 the time now specified by Code of Civil Procedure Section 860 on 5 the date of this Stipulation. In any action to challenge or 6 attack a finding made by the Agency under paragraph 2, exhaustion 7 of administrative remedies shall not be applicable and the 8 standard of judicial review applied by the court to determine 9 whether the finding is supported by evidence shall be as 10 determined by the law at that time. 11 33. The Judgement entered pursuant to this Stipulation 12 shall be recorded in the records of the Riverside County 13 Recorder. 14 Dated: , 1990 ALPHONSO SANCHEZ 15 16 California Rural Legal Assistance 17 18 Dated: , 1990 By: 19 � EILEEN MCCARTHY 20 Dated:- i / , 1990 ( ,' / -- By: 77 .-- I. i / 21 JpNATHAN LEHRER-GRAIWER// ,/ Attorneys for Interested Party 22 23 Dated: , 1990 Western Center on Law and Poverty C' 24 25 By: RICHARD A. ROTHSCHILD 26 Attorney for Interested Party 27 [Signatures Continue] 28 /// RICHARDS, WATSON& GERSHON 900621 a j h 0 - 20 ATTORNEYS AT LAW 0320015 [PROPOSED] JUDGMENT PURSUANT TO STIPULATION 4i.v Nod 1 which it is based, Interested Party may bring an appropriate 2 motion pursuant to paragraph 29 or an action challenging the 3 written finding. Such motion or action shall be brought within 4 the time now specified by code of Civil Procedure Section 860 on 5 the date of this Stipulation. In any. aot.ion to challenge or 6 attack a finding made by the Agency under paragraph 2, exhaustion 7 of administrative remedies shall not be applicable and the 8 standard of judicial review applied by the court to determine ; 9 whether the finding is supported by evidence shall be as 10 determined by the law at that time. 11 33. The Judgement entered pursuant to this Stipulation 12 shall be recorded in the records of the Riverside County 13 Recorder. n � / v 4� 2 , 1990 �� / � ✓4 t(,,,000 14 Dated: ALPH NSO SANCHEZ e 15 16 California Rural Legal Assistance 17 nn 18 Dated: , , 1990 By: fil EN MCCARTHY 19 :o: Date 2-/ ._, 1990 --L - - •� B v RTHAN LEHRER-GRAIWER ttorneys for Interest Party 23 Dated: , 1990 Western .Center on Law and poverty 24 C° 25 By: RICI ARD. A. RCTHSCHILD Attorney for Interested Party 26 27 [Signatures Continue] 28 /// [PROPOSED] JUDGMENT W=gtPURSUANT TO STIPULATION OERSMON 900621 �jI1 O - 2 Q -1.0., vs wr uw 0320015 • 1 which it is based, Interested Party may bring an appropriate 2 motion pursuant to paragraph 29 or an action challenging the 3 written finding. Such motion or action shall be brought within 4 the time now specified by Code of Civil Procedure section 860 on • 5 the date of this Stipulation. In any- action to challenge or 6 attack a finding made by the Agency under paragraph 2, exhaustion 7 of administrative remedies shall not be applicable and the a standard of judicial review applied by the court to determine 9 whether the finding is supported by evidence shall be as 10 determined by the law at that time. 11 33. The Judgement entered pursuant to this Stipulation . 12 shall be recorded in the records of the .RiversideCounty 13 Recorder.nn �� LY�vl� , 1990 mot/" 4 .4 , 14 Dated: ALPHbNSO SANCHEZ 15 16 California Rural Legal Assistance 17 18 Dated: (44/4.-►"4- , 1990 By. 19 EN MCCARTHY '�/ , 1990 I / 2 0 Date B . PAL 1 ' v i, Ai 21 'ATHAN LEHREA-GRAIWER/ ttorneys for Interest.' Party 22 C: ti 1990 Western .Center on Law and Poverty 23 Dated: ' / 24 6 ) ? � /' v ^ f /Tht 25 By: RICHARD. A. ROTHSCHILD 26 Attorney for Interested Party 27 [Signatures continue) 28 /// WCFiAROS, ATBON& f3ER "Ni"'" 900621 ajh 0 - 20 [PROPOSED] JUDGMENT ATT " " PURSUANT TO STIPUL/ITION 0320015 1990 City Dated: i�x.'2 •. , of Palm Desert 2 3 By• f 4 Mayor of the City of Palm Desert 5 TFES%: 12 6 \-441‘..( 1' ,! City Clerk of the City of 8 Palm Desert 9 Palm Desert Redevelopment Agency 10 --- % 7% ) 11 By. �- � • ..LL �` 12 Chairman of the Palm Desert Redevelopment Agency 13 14 ATTEST: 17 Secretary, P im Desert Redevelopment Agency 18 19 // /�/ Dated: C / /_7-- c7 : , 1990 Bpr :25. 20 Attorney for C y of Palm 21 Desert and Palm Desert Redevelopment Agency 22 23 24 25 0 26 27 28 RICHARDS, WATSON& GERSHON 900621 aih 0 — 21 —ATTORNEY!AT LAW [[PROPOSED] JUDGMENT 0320015 PURSUANT TO STIPULATION EXHIBIT 1B AMENDMENT 1 TO ORIGINAL STIPULATION DATED JUNE 18, 1997 1 RICHARDS, WATSON & GERSHON A Professional Corporation 2 333 South Hope Street, 38th Floor EF II IL tE Los Angeles, California 90071-1469 1469 RIMBOXECOMY 3 (213) 626-8484 4 Attorneys for Defendants CITY OF 3 1 1997 PALM DESERT, CITY COUNCIL OF THE kATHURA SIhRS,Cferk 5 CITY OF PALM DESERT, PALM DESERT 8y ra ��a M.Vaaquaz REDEVELOPMENT AGENCY, WALTER H. Deputy . 6 SNYDER, RICHARD S. KELLY, S. ROY WILSON, JEAN M. BENSON and JJ 7 BUFORD A. CRITES , GE� 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 FOR THE COUNTY OF RIVERSIDE 11 12 CITY OF PALM SPRINGS, ) CASE NO. INDIO 51124 ) [Consolidated with 13 Plaintiff, ) CASE NOS. INDIO 51143, 51159] 14 vs. ) STIPULATION AMENDING 15 ALL PERSONS INTERESTED IN THE ) STIPULATION FOR ENTRY OF MATTER OF THE REDEVELOPMENT PLAN ) JUDGMENT; EXHIBIT "A"; 16 FOR THE PALM DESERT REDEVELOPMENT ) j-P ] ORDER PROJECT AREA NO. 2, et. al. , 17 ) Defendants. ) 18 ) ) 19 SUNRISE DESERT PARTNERS, a ) California limited partnership dba ) 20 SUNRISE COMPANY, ) ) 21 Plaintiff/Petitioner, ) 22 VS. ) 23 ALL PERSONS INTERESTED IN THE ) MATTER OF THE REDEVELOPMENT PLAN ) 24 FOR PROJECT AREA NO. 2, et al. , ) 25 Defendants/Respondents. ) ) 26 27 28 [Caption Continues] RICHARDS. WATSON& GERSHON Arrow m AT v.W 032148I CITY OF INDIAN WELLS, a municipal ) corporation, ) 2 Plaintiff/Petitioner, ) 3 ) vs. ) 4 ALL PERSONS INTERESTED IN THE ) 5 MATTER OF THE REDEVELOPMENT PLAN ) FOR PROJECT AREA NO. 2, et al. , ) 6 ) Defendants/Respondents. •) • 7 ) 8 9 RECITALS 10 11 1. On May 15, 1991, this Court entered a Final 12 Judgment ("Judgment") in these consolidated actions. The Judgment 13 incorporates the terms of a Stipulation for Entry of Judgment 14 ("Stipulation") in Case No. 51124 and a Stipulation for Entry of 15 Judgment pursuant to Settlement Agreement and Mutual Release 16 ("Settlement Agreement") in Case No. 51124. 17 2. The Stipulation and the Settlement Agreement are 18 wholly distinct agreements, involving different issues and 19 different parties. The Stipulationis attached to the Judgment-as--- 20 Exhibit 1 thereto. The Settlement Agreement is attached to the 21 Judgment as Exhibit 2 thereto. 22 3. The Stipulation imposes certain ongoing obligations 23 on the Palm Desert Redevelopment Agency (the "Agency") with 24 respect to-affordable housing in the City of Palm Desert. The 25 Stipulation provides by its terms that this Court has continuing 26 jurisdiction over the matters set forth in the Stipulation for 27 purposes of enforcement of the Stipulation. 28 /// RICHARDS, �. 2 - STIPULATIOTf AMENDING STIPULATION FOR WATSON& 970605 T6402 00106 us(1) ENTRY OF JUDGMENT;EXHIBIT'A';[PROPOSED]ORDER GERSHON ' ATIoMNEY9 AT UW 0321481 1 4. The Agency has made a good faith effort to meet its 2 housing production obligations under the Stipulation. In light of 3 the foregoing, the parties to the Stipulation are entering into 4 this Stipulation Amending Stipulation for Entry of Judgment and 5 will continue to negotiate in good faith regarding the enforcement 6 and/or modification of the other terms of the Stipulation in 7 addition to the modifications covered by this Stipulation Amending 8 Stipulation for Entry of Judgment. 9 5. The parties to the Stipulation now wish to amend 10 the Stipulation as set forth below and to have the Court enter an 11 Amendment to Judgment. 12 NOW THEREFORE, IT IS HEREBY STIPULATED, by and between 13 Alfonso Sanchez ("Interested Party") , defendants the City of Palm 14 Desert (the "City") and the Agency through their respective 15 counsel, that the Stipulation be amended as follows, and that an 16 Amendment to Judgment be entered in those consolidated actions 17 consistent with this Stipulation Amending Stipulation for Entry of 18 Judgment, in the form attached here as Exhibit "A.". 19 1. Paragraph 34 is hereby added to the Stipulation to 20 read as follows: 21 22 "Notwithstanding the other provisions of this 23 Stipulation, the Agency may incur indebtedness and 24 pledge tax increment, other than amounts required to be 25 set aside in the L&M Fund, to its repayment (i) to 26 refinance its bonds or other obligations, including 27 providing insurance and alternate security for a reserve 28 fund, so long as (a) the total amount of debt service RICHAROS, .. 3 — STIPULATION AMENDING STIPULATION POR WATSON& 970605 p6402-00106 us(I) ENTRY OP JUDGMENT;EXHIBIT'A";[PROPOSED]ORDER GERSHON ATTORNEYS AT LAW 0321481 1 payable in connection with such refinancing is less than 2 the total amount of debt service remaining to be paid on 3 the bonds or other obligations to be refinanced, or 4 (b) the total amount of debt service payable in 5 connection with such refinancing reflects a present 6 value savings when compared with the total amount of 7 debt service remaining to be paid on the bonds or other 8 obligations to be refinanced; and (ii) to replace the 9 reserve fund for its existing bonds or other obligations 10 with a surety bond or other alternate security, so long 11 as the annual debt service requirements on such bonds or 12 other obligations is not increased by such replacement." 13 14 2. Paragraph 35 is hereby added to the Stipulation to 15 read as follows: 16 17 "Notwithstanding the other provisions of this 18 Stipulation, the Agency may incur indebtedness and/or 19 refinance indebtedness, and pledge L & M Funds to its 20 repayment, including providing insurance and alternate 21 security for a reserve fund, so long as the proceeds 22 thereof are used to acquire rental housing projects and 23 other residential dwelling units located in the City of 24 Palm Desert which are owned and operated by the 25 Riverside County Housing Authority." 26 27 3. Paragraph 36 is hereby added to the Stipulation to 28 read as follows: CHATiDS, WATSON - 4 - STIPULATION AMENDING STIPULATION FOR W & 970605 P6402.00106 sae(1) ENTRY OF JUDGMENT;EXHIBIT"A";[PROPOSED]ORDER GERSHON ATTORNlYe AT LAW 0321481 1 "Funds equivalent to (1) all of the reduction in • 2 debt service and in other monetary costs resulting from 3 the indebtedness or refinancing described in 4 Paragraph 35, and (2) any administrative or other 5 savings achieved by any acquisition of, restructuring of 6 ownership or management, or operation of housing units 7 owned and/or operated by the Riverside County Housing 8 Authority, regardless of whether any bonds are 9 refinanced, shall be used exclusively for acquiring, 10 developing, rehabilitating, or otherwise assisting 11 housing units occupied by and available at affordable 12 housing costs to very low income households pursuant to 13 this Stipulation. Such indebtedness or refinancing may 14 include the financing of rehabilitation costs of rental • 15 units for occupancy and availability at affordable 16 housing costs to very low income households. 17 a. Such savings shall be used for the 18 development, acquisition or, if necessary, the 19 rehabilitation, of either rental housing, self-help • 20 housing or repossessed properties, and other for-sale 21 housing, except that it may not be used to displace 22 lower income households. The term development includes 23 subsidizing existing units not occupied by lower income 24 households. 25 b. Self-help housing shall be defined as 26 housing in which at least 40 percent of the labor used 27 in constructing the housing is contributed by the 28 participants of the program. RICHARDS, — 5 — STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P640Z 00106 jai(I)GERSHON FXF ENTRY OF JUDOMENT; HIDIT"A";[PROPOSED]ORDER ATTORNEYS,AT LAW 0321481 1 c. Any self-help project shall utilize 2 experienced, reliable developers, with a track record of 3 successfully developing at least 20 units of self-help 4 housing within the last five years. In choosing a 5 developer, the Agency shall give a preference to non- 6 profit developers which have successfully developed 7 50 or more units of self-help new construction housing g units within the last five years. 'Preference' means g the selection of a non-profit over a profit motivated 10 developer where the non-profit development proposal does 11 not exceed the cost of a for-profit development proposal 12 equalized for the proposed quality of construction and 13 given developers of like experience. 14 d. The development or acquisition of any 15 project involving for-sale housing shall meet the 16 following costs and subsidy criteria. For-sale housing 17 shall not include self-help housing as defined in 18 subparagraph b above, but shall include housing 19 developed or acquired by the Agency which is intended to 20 be sold to lower income households. 21 (i) The total cost of development of any 22 housing unit, including but not limited to acquisition, 23 construction, financing and rehabilitation costs, except 24 housing which has been acquired or developed prior to 25 the date of the Stipulation Amending Stipulation for 26 Entry of Judgment adding this Paragraph 36, shall not 27 exceed the median cost of development of newly 28 constructed housing units of similar type (e.g. , WATSONRIA - 6 - STIPULATION AMFNDINO STIPULATION FOR QES & 970b05 pbga2•�61Q6 au(1) ENTRY OF JUDGMENT;EXHIBPP"A":[PROPOSED)ORDER Ef1SHON ATvOFlN8Ye AT LAW 0321481 1 condominiums versus free-standing units) , with the same 2 number of bedrooms and of similar size in Riverside 3 County during the previous year. 4 (ii) The amount of Agency subsidy for 5 each for-sale unit shall not exceed the present 6 value of the median cost of the Agency subsidies 7 over 30 years for rental units of the same bedroom 8 count and affordability level, as developed or g • acquired by the Agency under this Stipulation. " 10 11 4. Subparagraph b of Paragraph 1 of the Stipulation is 12 hereby amended to read as follows: 13 14 "b. In addition to the housing units described in 15 paragraph 1.a, above, an additional 100 housing units 16 occupied by and available at affordable housing cost to 17 very low income households and an additional 60 housing 18 units occupied by and available at affordable housing 19 cost to lower income households- shall be developed. 20 Development of these units shall be commenced within 120 21 days after the average occupancy rate on either the very 22 low and low income ownership units or the very low and 23 low income rental units developed or acquired pursuant 24 to paragraph l.a (i) and (ii) is 90 percent or more 25 during any calendar month, and development shall proceed 26 with reasonable diligence to completion. The Agency 27 shall maintain the average monthly occupancy rate of the 28 units developed under paragraph 1.a (i) and (ii) ." RICHARDS, — 7 — STIPULATION AMENDING STIPULATION FOR WATSON& 71063)5 P6402 06706 say ) ENTRY OF JUDGMENT;EXHIBIT [PROPOSED)ORDER GERSMON Ar O NEY3 AT LAW 0321481 { 1 5. paragraph 37 is hereby added to the Stipulation to 2 read as follows: 3 4 "Funds equivalent to all of the reduction in debt 5 service achieved by the refinancing described in 6 Paragraph 34 shall be subject to the Agency's 7 obligations under Paragraph 1 of this Stipulation, as 8 provided under Paragraph 2. Any savings achieved by g such refinancing bonds shall not be exempt from the 10 Agency's obligations under Paragraph 1 as the result of 11 any resolution previously adopted by the Agency pursuant 12 to paragraph 2 or as the result of any indebtedness 13 previously incurred by the Agency on the basis of those 14 prior resolutions, except to the extent that funds are 15 legally obligated and necessary to pay prior 16 indebtedness validly adopted pursuant to those 17 resolutions." 18 19 6. Subparagraph_a of Paragraph 1 -of the Stipulation_ is_ 20 hereby amended to read as follows: 21 22 "a. (i) Before January 1, 2002, not less than the 23 following units shall be developed or acquired: 24 (a) 366 housing units occupied by and 25 available at affordable housing cost to very low income 26 households. The parties agree that as of the date of 27 the Stipulation Amending Stipulation for Entry of 28 Judgment, the Agency has developed or acquired some of Rl HARDS, - 8 - STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P6402-00106 sus(1) ENTRY OF JUDGMENT;EXHIBIT"A';[PROPOSED]ORDER GERSHON ATIVANISYS AT LAW 0321481 1 the units mandated by Paragraph 1(a) (i) of the 2 Stipulation. Not less than one-half of the 'remaining' 3 housing units, as identified by the parties in 4 subparagraph (iv) of this paragraph, below, shall be 5 developed or acquired by January 1, 2001; and ti 6 (b) 367 housing units occupied .by and 7 available at affordable housing cost to persons and 8 families of low income. The parties agree that as of g the date of the Stipulation Amending Stipulation for 10 Entry of Judgment, the Agency has developed or acquired 11 some of the units mandated by Paragraph 1(a) (ii) of the 12 Stipulation. Not less than one-half of the 'remaining' 13 housing units, as identified by the parties in 14' subparagraph (iv) of this paragraph, below, shall be 15 developed or acquired by January 1, 2001. 16 (ii) The parties agree that as of the date of 17 the Stipulation Amending Stipulation for Entry of 18 Judgment, the Agency has developed or acquired some of 1g the 367units to be occupied by and available at 20 affordable housing cost to persons and families of low 21 or moderate income described in Paragraph 1(a) (iii) of 22 the Stipulation. In lieu of the 'remaining' portion of 23 the 367 housing units in subparagraph 1(a) (iii) of the 24 Stipulation, the Agency shall instead, before January 1, 25 2006, develop or acquire units occupied by and available 26 at affordable housing cost to very low income 27 households. The numbers of such very-low income housing 28 units to be developed or acquired shall be 20 percent of RICHAPOS, — 9 .. STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P6402-00105 au(1) GERSHON ENTRY OF JUDGMENT;EXHIBIT"A";[PROPOSED)ORDER ATTORNEYS AT LAW 0321481 • 1 the 'remaining' moderate income housing units, as 2 identified by the parties in subparagraph (iv) of this 3 paragraph, below. For example, if 238 of the 367 4 moderate income units remain to be developed or acquired 5 by the Agency, 20 percent of 238, rounded, would be 48 6 -very-low income units. Such very low income units shall 7 be developed or acquired by January 1, 2006. 8 (iii) Before July 31, 1997, the Agency shall 9 provide to counsel for Interested Party a complete 10 listing of the following information with respect to the 11 housing units developed or acquired by the Agency as of 12 April 15, 1997: 13 (a) The address and unit number, or in 14 lieu of the unit number, the exact number of units 15 designated in each property for low, very low, and 16 moderate income households; 17 (b) The number of bedrooms in the unit; 18 (c) The nature of the unit (ownership, 19 rental, mobsiehome space) ; 20 (d) The date acquired or developed by 21 the Agency; 22 (e) The date first occupied following 23 acquisition or development by the Agency; 24 (f) The income category assigned to the 25 unit (low, very low, moderate income) , if any; 26 (g) The income level of the tenant 27 (i.e. , percent of median income) ; 28 (h) If the unit is vacant, the reason RICHARDS, — ]Q - STIPULATION AMENDING STIPULATION D'UlAT10N FOR WATSON& 97060.5 F6402'00306 us h) ENTRY OF JUDGMENT;EXHIBIT"A";(PROPOSED]ORDER GERSHON ATTORNEYS AT LAW 0321481 1 for the vacancy, the length of time the unit has been • 2 vacant, and the date when the unit will be available for 3 occupancy; and 4 (i) The total number of units developed 5 or acquired in each status of unit (i.e. , very low 6 income, low income, moderate income) . 7 (iv) Within a reasonable time after the 8 complete list referred to in subparagraph (iii) of this 9 paragraph is delivered to counsel for Interested Party, 10 the parties shall calculate and agree to the remaining 11 number of units and bedroom sizes to be developed or 12 acquired in each status of unit (i.e. , very low income, 13 low income, and moderate income) , in accordance with 14 subparagraphs (i) and (ii) of this paragraph above." 15 16 7. Nothing in this Stipulation Amending Stipulation 17 for Entry of Judgment shall constitute a waiver of requirements 18 in, or a modification of any provisions of, the Stipulation, other 19 than those explicitly addressed herein. 20 8. This Stipulation Amending Stipulation for Entry of 21 Judgment may be executed in counterparts. 22 9. The Agency agrees to pay to the Western Center on 23 Law and Poverty, California Rural Legal Assistance and Jonathan 24 Lehrer-Graiwer an aggregate total of $35,467.00 as attorneys' fees 25 and an aggregate total of $1,255.00 as costs. With the exception 26 of such payment of attorneys' fees and costs, Interested Party, 27 /// 28 /// RICHARDS, — 1 1 - STIPULATION AMENDING STIPULATION FOR GERSH & 9706Q5 P6402-00106 eas(i) ENTRY OF JUDGMENT;FXHIBIT"A";[PROPOSED)ORDER ERSHON ATTORNEYS AT LAW 0321481 1 the City and the Agency shall bear their own costs, attorneys' 2 fees and expenses incurred in connection with this Stipulation 3 Amending Stipulation for Entry of Judgment. 4 (1b , 1997 e � ali g Dated: ALFONSO SANCHEZ 6 7 Dated: , 1997 By: JONATHAN LEHRER-GRAIWER Attorneys for Interested Party 8 9 10 Dated: , 1997 CALIFORNIA RURAL LEGAL ASSISTANCE 11 12 By: EILEEN McCARTHY 13 14 Dated: , 1997 WESTERN CENTER ON LAW AND POVERTY 15 • 16 _ By: DARA L. SCHUR 17 Attorney for Interested Party • 18 19 Dated: , 1997 CITY OF PALM DESERT 20 21 By: RICHARD S. KELLY 22 Mayor of the City of Palm Desert 23 ATTEST: 24 25 SHEILA R. GILLIGAN 26 City Clerk of the City of Palm Desert 27 28 [signatures continue] , RICUARDS, — 12 — STIPULATION AMENDING STIPULATION FOR GERSHON S & 970605 p6{OZ-00106 us(1) ENTRY OF JUDGMENT;EXHIBIT'A";(PROPOSED]ORDER ATTORNEYS AT LAW 0321477 • DATED: June 16, 1997 ALF SO SANCHEZ DECLARATION OF TRANSLATION I, Carmen Lopez Rodriguez, declare that I am fluent in both the Spanish and English languages. On June 16, 1997,I read the foregoingd signatory.ment d orally fter I translated ca slated it faithfully trait lacing the accurately into Spanish in the presence of the above document,the signatory told me that he understood my translation of the document and thereafter signed the document in my presence. I declare under the penalty of perjury that the foregoing is true and correct, and that I executed this declaration on June 16, 1997 at e1la,California. 4 1 the City and the Agency shall bear their own costs, attorneys' 2 fees and expenses incurred in connection with this Stipulation 3 Amending Stipulation for Entry of Judgment. 4 5 Dated: , 1997 ALFONSO SANCHEZ 6 7 Dated: , 1997 By: JONATHAN LEHRER-GRAIWER Attorneys for Interested Party 8 9 10 Dated: , 1997 CALIFORNIA RURAL LEGAL ASSISTANCE 11 12 By. EILEEN McCARTHY 13 • 14 Dated: , 1997 WESTERN CENTER ON LAW AND POVERTY 15 16 By: DARA L. SCHUR Attorney for Interested Party 17 18 14 Dated: ' 1997 CITY OF PALM DES ERr 1 20 21 By: RICHARD S. KELLY 22 Mayor of the City of Palm Desert 23 ATTEST: 24 25 SHEILA R. GILLIGAN 26 City Clerk of the City of Palm Desert 27 28 [signatures continue) R[cNARDs, - 12 - STIPULATION AMENDING STIPULATION FOR WATSON& 9706Q5 P6402 00106 w(1) ENTRY OF JUDGMENT;FXHIBIT'A";[PROPOSED]ORDER GERSIiON Arromevs AT LAW 03214T7 1 the City and the Agency shall bear their own costs, attorneys' 2 fees and expenses incurred in connection with this Stipulation 3 Amending Stipulation for Entry of Judgment. 4 5 Dated: , 1997 ALFONSO SANCHEZ 6 7 Date . , 1997 B - JONATHAN LEHRER-GRAI 8 Attorneys for Interested Party 9 10 Dated: , 1997 CALIFORNIA RURAL LEGAL ASSISTANCE 11 12 By: EILEEN McCARTHY 13 14 Dated: , 1997 WESTERN CENTER ON LAW AND POVERTY 15 ` 16 By: DARA L. SCHUR 17 Attorney for Interested Party 18 19 Dated: , 1957 CITY OF PALM DESERT 20 21 By: RICHARD S. KELLY 22 Mayor of the City of Palm Desert 23 ATTEST: 24 25 SHEILA R. GILLIGAN 26 City Clerk of the City of Palm Desert 27 28 [signatures continue] RICHARDS, — 12 STIPULATION AMENDING STIPULATION FOR WATSON& 970605 Pb4D2 00306 us(I) ENTRY OP JUDGMENT;EXHIBIT•A';(PROPOSED)ORDER GERSHON ATMANEY8 AT LAW (3214'77 • 1 the City and the Agency shall bear their own costs, attorneys' 2 fees and expenses incurred in connection with this Stipulation 3 Amending Stipulation for Entry of Judgment. 4 5 Dated: , 1997 ALFONSO SANCHEZ - 6 7 Dated: , 1997 By: JONATHAN LEHRER-GRAIWER 8 Attorneys for Interested Party 9 10 Dated: , 1997 CALIFORNIA RURAL LEGAL ASSISTANCE 11 12 By: EILEEN McCARTHY 13 II 14 Dated: 1;4.4 , 1997 WESTERN CENTER ON LAW AND POVERTY 15 /� 16 By:C 1 f" 1(---- DARA L. HUR 17 Attorney for Interested Party 18 " 19 Dated: -- ,_ 1997 CITY- OF PALM-DESERT • 20 21 By: RICHARD S. KELLY 22 Mayor of the City of Palm Desert 23 ATTEST: 24 • 25 SHEILA R. GILLIGAN 26 City Clerk of the City of Palm Desert 27 28 [signatures continue] RIcRARDS, - 12 — STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P6402-00106 fif(I) GERSHON ENTRY OF JUDGMENT;EXHIDTT'A*;[PROPOSED]ORDER A5TOfwmY'J AT LAW 0321477 the City and the Agency shall bear their own costs, attorneys' 2 fees and expenses incurred in connection with this Stipulation 3 Amending Stipulation for Entry of Judgment. 4 5 Dated: , 1997 ALFONSO SANCHEZ 6 7 Dated: , 1997 By: - JONATHAN LEHRER—GRAIWER 8 Attorneys for Interested Party 9 10 Dated: , 1997 CALIFORNIA RURAL LEGAL ASSISTANCE 11 12 By: EILEEN McCARTHY 13 14 Dated: , 1997 WESTERN CENTER ON LAW AND POVERTY 15 16 By: DARA L. SCHUR 17 Attorney for Interested Party 18 19- Dated: ,- 199-7 CITY PALM 20• 21 By: R S. EL 22 Mayor of the City Palm Desert 23 ATTEST: 24 25 (Yl ArP.4 f . ( TEs c apLt, y C rrt C c.tLK 26 C' '—Clerk f the City of Palm Desert 27 28 [signatures continue] RICHAR]S. 12 — STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P6402 00106 us(1)GERSHON ENTRY OF JUDGMENT;E men."A';[PROPOSED)ORDER Arrawa»Ar LAW 0321479 1 PALM DESERT REDEVELOPMENT AGENCY 2 C / 7/1 3 By: RIC S. KELL 4 Chairman of the Palm Desert Redevelopment Agency 5 6 ATTEST: . ' 8( Cn GrIICAN m A-g' {), cis, AssLvrkNT- SE - 4-Lf 9 , Palm Desert Redevelopment Agency 10 11 RICHARDS, WATSON & GERSHON 12 A Professional Corporation 13 Date 4 , 1997 By: 14 LLIAM L. S. USZ Z5 Attorneys ity of Palm Desert and410F, Desert 16 Redevelopment Agency 17 18 IT IS SO ORDERED. -_. ___ L9-1-(9` L_ 19 DATED: ll�I $E Judge, Superior yurt, 20 County of Riverside 21 22 23 24 25 26 27 28 RICHARDS, — ]3 - STIPULATION AMENDING STIPULATION FOR WATSON& 970605 P6402-00106 us(1} ENTRY OF JUDGMENT;EJGE8ff•A";[PROPOSED]ORDER GERSHON ' ATTORNEYS AT LAW 0321479 1 2 3 4 5 6 7 8 9 10 SUPERIOR COURT OF THE STATE OF CALIFORNIA 11 FOR THE COUNTY OF RIVERSIDE 12 13 CITY OF PALM SPRINGS, ) CASE NO. INDIO' 51124 [CONSOLIDATED WITH INDIO 14 Plaintiff, ) CASE NOS. 51143, 51159] ) 15 Vs. ) [PROPOSED] AMENDMENT TO JUDGMENT 16 ALL PERSONS INTERESTED IN THE ) MATTER OF THE REDEVELOPMENT PLAN ) 17 FOR THE PALM DESERT REDEVELOPMENT ) PROJECT AREA NO. 2, et. al. , ) 18 ) Defendants. ) 19 _ ) 20 SUNRISE DESERT PARTNERS, a ) California limited partnership dba ) 21 SUNRISE COMPANY, ) 22 Plaintiff/Petitioner, ) 23 vs. ) 24 ALL PERSONS INTERESTED IN THE ) MATTER OF THE REDEVELOPMENT PLAN ) 25 FOR PROJECT AREA NO. 2, et al. , ) 26 Defendants/Respondents. ) 27 28 [Caption Continues] RICHARDS, WATSON GE EXHIBIT GERSHON .r*aewtvS AT LAW 0321468.2 1 CITY OF INDIAN WELLS, a municipal ) corporation, ) 2 ) Plaintiff/Petitioner, ) 3 ) vs. ) 4 ) ALL PERSONS INTERESTED IN THE ) 5 MATTER OF THE REDEVELOPMENT PLAN ) FOR PROJECT AREA NO. 2, et al. , ) 6 ) Defendants/Respondents. ) 7 ) 8 9 In these consolidated cases, this Court having retained 10 jurisdiction in Case No. 51124 for the purpose of enforcing the 11 judgment entered pursuant to the Stipulation for Entry of Judgment 12 in Case No. 51124, and the parties to that Stipulation having 13 further stipulated to certain amendments thereto, IT IS HEREBY 14 ADJUDGED AND ORDERED that the final judgment entered in these 15 consolidated cases pursuant to the terms of the Stipulation for 16 Entry of Judgment and pursuant to the terms of the Settlement 17 Agreement and Mutual Release in Case No. 51124, is hereby amended 18 pursuant to the terms of the Stipulation Amending the Stipulation 19_ for Judgment in Case No. 51124 on file herein. That portion of 20 the judgment incorporating the terms of the Settlement Agreement 21 and Mutual Release in Case No. 51124 remains unchanged. A copy of 22 this amendment and the Stipulation Amending the Stipulation for 23 Entry of Judgment shall be recorded in the Riverside County 24 Recorder's Office. 25 26 Dated: JUDGE OF THE SUPERIOR COURT 27 RIVERSIDE COUNTY 28 RtcHARDS. WATSON& GERSHON 970616 P6402-00106 1j(0) - 2 - (PROPOSED)AMENDMENT TO JUDGMENT TTOwmra AT LAW 032146S.2 EXHIBIT 1C AMENDMENT 2 TO ORIGINAL STIPULATION DATED SEPTEMBER 20,2002 • I RICHARDS,WATSON&GERSHON A Professional Corporation I� 2 WILLIAIVI L. STRAUSZ (58410) t!'' Q 355 South Grand Avenue,40th Floor SUPERIOR COURT ppF CALIF RNIA 3 Los Angeles, CA 90071-3101 COUNT),OF RIVERSIDE Telephone: (213)626-8484 SEP ZOUZ 4 Facsimile: (213) 626-0078 5 M.ORTEGA,Clerk - Attorneys for Defendants v 6 CITY OF PALM DESERT,CITY COUNCIL OF THE CITY OF PALM DESERT,PALM DESERT REDEVELOPMENT 7 AGENCY,WALTER H. SNYDER,RICHARD S. KELLY, S. ROY WILSON,JEAN M.BENSON and BUFORD A. CRITES 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF RIVERSIDE 11 GVI 12 CITY OF PALM SPRINGS, Case No. INDIO 51124 13 Plaintiff, [Consolidated with CASE NOS.INDIO 51143, 51159] 14 vs. STIPULATION FOR AMENDMENT NO. 2 15 ALL PERSONS INTERESTED IN THE TO STIPULATION FOR ENTRY OF MATTER OF THE REDEVELOPMENT JUDGMENT;EXHIBIT"A;" [PROPOSED 16 PLAN FOR THE PALM DESERT ORDER] REDEVELOPMENT PROJECT AREA NO. 2, 17 et. al., 18 Defendants. 19 SUNRISE DESERT PARTNERS, a California 20 limited partnership dba SUNRISE COMPANY, 21 Plaintiff/Petitioner, 22 vs. 23 ALL PERSONS INTERESTED IN THE MATTER OF THE REDEVELOPMENT 24 PLAN FOR PROJECT AREA NO.2, et al., 25 Defendants/Respondents. 26 27 [Caption Continues] 28 RICHARDS,WATSON a GERSHONStipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneysysatat Law P6402\0106\702474.3 • 1 CITY OF INDIAN WELLS, a municipal corporation, 2 PIaintiff/Petitioner, 3 vs. 4 ALL PERSONS INTERESTED IN THE 5 MATTER OF THE REDEVELOPMENT PLAN FOR PROJECT AREA NO. 2, et al., 6 Defendants/Respondents. 7 8 9 RECITALS 10 1. On May 15, 1991,this Court entered a Final Judgment("Judgment")in 11 these consolidated actions. The Judgment incorporates the terms of a Stipulation for Entry of 12 Judgment("Original Stipulation")in Case No. 51124 and a Stipulation for Entry of Judgment 13 pursuant to Settlement Agreement and Mutual Release("Settlement Agreement") in Case 14 No. 51124. Under the terms of the Original Stipulation incorporated in the Judgment,this Court 15 has continuing jurisdiction over the matters set forth in the Original Stipulation for purposes of 16 enforcement of the ongoing obligations undertaken by parties to the Original Stipulation. 17 2. The Original Stipulation and the Settlement Agreement are wholly distinct 18 agreements,involving different issues and different parties. The Original Stipulation is attached 19 to the Judgment as Exhibit 1 thereto. The Settlement Agreement is attached to the Judgment as 20 Exhibit 2 thereto. 21 3. On June 18, 1997,this Court,the Honorable Robert G. Taylor,Judge 22 Presiding, entered an Amendment to Judgment("Amendment No. 1") in these consolidated 23 actions. Amendment No. 1 incorporates the terms of a Stipulation Amending Stipulation for 24 Entry of Judgment("First Amending Stipulation")which was entered into by the parties to the 25 Original Stipulation,the same parties who have entered into the instant Stipulation. 26 4. The First Amending Stipulation was approved by order of this Court on 27 June 18, 1997. Both the First Amending Stipulation and Amendment No. 1 were duly recorded 28 with the Office of the County Recorder,County of Riverside, on June 19, 1997. RICHARDS, WATSON &GERSHON Attorneys al Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0106\702474.3 -2- C , (. 1 5. In the original proceeding herein,Alfonso Sanchez appeared as the lead 2 interested party on behalf of all persons interested in the matter of the redevelopment plan for • 3 Redevelopment Project Area No.2. Mr. Sanchez was a party to the Original Stipulation and the 4 First Amending Stipulation. On or about January 2, 1999, Mr. Sanchez died.Maria Asuncion 5 Sanchez,the widow of Mr. Sanchez, now wishes to appear as lead interested party on behalf of 6 all persons interested in the matter of the redevelopment plan for Redevelopment Project Area 7 No. 2 for purposes of enforcement of the ongoing obligations undertaken by the parties to the 8 Original Stipulation. 9 6. The Original Stipulation and the First Amending Stipulation impose 10 certain ongoing obligations on the Palm Desert Redevelopment Agency(the"Agency")with 11 respect to affordable housing in the City of Palm Desert. 12 7. The Agency has made a good faith effort to meet its housing production 13 obligations as provided in the Original Stipulation and as amended by the First Amending 14 Stipulation. 15 8. In light of the foregoing,the undersigned are entering into this additional 16 stipulation to substitute Maria Asuncion Sanchez as the lead interested party and further,to 17 provide for a second amendment to the Judgment. 18 NOW THEREFORE,IT IS HEREBY STIPULATED,by and between counsel for 19 Alfonso Sanchez("Original Interested Party"), defendants the City of Palm Desert(the"City") 20 and the Agency,through their respective counsel,that Maria Asuncion Sanchez is hereby 21 substituted for Alfonso Sanchez as lead interested party. Maria Asuncion Sanchez is hereafter 22 referred to as"Interested Party". 23 IT IS FURTHER S 1'iPULATED,by and between Interested Party,the City, and 24 the Agency,through their respective counsel of record,that the Original Stipulation, as amended 25 by the First Amending Stipulation(hereafter"Stipulation, as Amended"),be further amended as 26 follows, and that an Amendment No. 2 to the Judgment be entered in these consolidated actions 27 in the form attached hereto as Exhibit"B." 28 (1) Paragraph 5.a of the Stipulation, as Amended, is hereby amended to read RICHARDS, WATSON a GeRSHON Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys at Law P6402\0106\702474.3 -3- it • 1 as follows: 2 "(i)For very low income households,at least 50 percent of the housing units shall 3 be affordable to, and occupied by,households with 35 percent or less of the 4 median income, adjusted for family size,for the Riverside-San Bernardino 5 Metropolitan Statistical Area(" SMSA"). Of that 50%: 6 7 a. One-third,or more,shall be affordable to, and occupied by, 8 households with 25 percent or less of the median income, 9 10 b. An additional 18%, or more of that 50% shall be affordable to,and 11 occupied by,households with 20 percent or less of the median income, 12 13 (ii) The remainder of the very low-income units shall be affordable to,and 14 occupied by,households with 45 percent or less of the median income for the 15 SMSA. 16 17 (iii) The Agency shall provide a first preference to households,one of whose 18 members works in the City of Palm Desert,and who have been displaced by code 19 enforcement activities in the Coachella Valley. 20 21 (iv) The Agency shall undertake the following to assure availability of units 22 affordable to very low income farmworkers:the Agency shall send notice of the 23 availability of such units by first-class mail,together with(i)a copy of the 24 application to be placed on the waiting list as set forth in Exhibit A,to be filled in 25 by prospective owners and tenants,and(ii) a stamped,return envelope addressed 26 to the Housing Director of the Agency, to not less than all of the following: 27 California Rural Legal Assistance(CRLA),Coachella Valley Housing Coalition 28 (CVHC),United Farm Workers(UFW), California Coalition for Rural Housing RICHARDS,WATSON &GERSHON Attorneys al Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0106\702474.3 -4- . • • 1 (CCRH)and other organizations designated in writing by counsel for Interested 2 Party. The Agency shall also advertise the availability of those units on a Spanish 3 speaking radio station broadcasting in the eastern and western Coachella Valley 4 and in a local Spanish language newspaper with circulation in the eastern and 5 western Coachella Valley.The notice described in this subparagraph(iv) shall be 6 sent within 10 days of the signing of this Amended Stipulation and every three 7 months thereafter during the term of the Redevelopment Plan for Project Area No. 8 2.The Agency shall permit any farmworker applying for a rental unit to enter into 9 a six-month lease in lieu of a one-year lease.In the case of any very low income 10 person or family applying for a rental or ownership unit,the Agency shall waive 11 any credit-check fee associated with any application." 12 13 (2) Paragraph 12 of the Stipulation is hereby amended to read as follows: 14 15 "12. In connection with its obligation to develop or assist in the development of 16 housing affordable to persons and families of very low and low income,the 17 Agency shall follow the procedures and provide the priorities specified in this 18 paragraph: 19 20 a. At such time as the Agency determines to have housing units required by 21 this Stipulation constructed by third parties,the Agency shall send a request for 22 qualifications and proposal(RFP) for such construction by first-class mail to not 23 less than all of the following: 24 25 Southern California Association of Non-Profit Housing(SCANPH), Coachella 26 Valley Housing Coalition,California Dept. of Housing and Community 27 Development, California Coalition for Rural Housing(CCRH),Mercy California 28 Housing Corporation,San Diego Federation,Rancho Housing Alliance,Housing RICHARDS,WATSON &GERSHON Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys at Law P6402\0106\702474.3 -5- ... • 1 Corporation of America,counsel for Interested Party and other organizations 2 added to this list by written notice from said counsel. 3 4 b. The RFP shall specify all relevant details of the project desired by the 5 Agency,including the minimum number of units,the breakdown of units by 6 required bedroom count,required amenities,level of affordability of the units,etc. 7 8 c. If the RFP is tied to a particular site,the Agency shall own or legally 9 control the land upon which the housing units are to be built. 10 11 d. The RFP shall have a deadline for the submission of proposals not less 12 than 60 days after its mailing as provided in this paragraph. 13 14 e. The Agency shall give reasonable priority to both of the following. 15 16 i. Non-profit developers which have the capacity to and interest in 17 developing very low and low income housing. 18 19 ii. Sponsors or developers who agree to maintain the affordability of 20 lower income units for a longer time than the minimum required by paragraph 6 or applicable 21 law,whichever is greater. 22 23 (3) Paragraph 40 is hereby added to the Stipulation to read as follows: 24 25 "Notwithstanding any other provision of this Stipulation to the contrary, 26 commencement of the development,acquisition,rehabilitation or assistance to the 142 27 very low income housing units and 60 low income housing units described in Paragraph 28 1.b hereof shall be no later than December 31, 2003. RICHARDS.WATSON tt t;ERSHON Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys at Law P6402\0106\702474.3 -6- . 1 (4) Paragraph 22 of the Stipulation is hereby amended to read as follows: 2 3 "Health and Safety Code Sections 50052.5, 50053, 50079.5, 50093 and 50105, as 4 they existed prior to 1990, and as interpreted at that time by 25 California Code of 5 Regulations 6900 et seq. shall apply to rental housing units acquired, developed, 6 rehabilitated,or otherwise assisted pursuant to this Amended Stipulation which are 7 required to be available to and, occupied by persons and families whose income is 65 8 percent or less of the area median income. All ownership units (including,but not limited 9 to,Building Horizons, Coachella Valley Housing Coalition,Desert Rose,Habitat for 10 Humanity,Rebecca Road and Portola Palms), and all rental units available to and 11 occupied by person and families whose income is more than 65 percent of the area 12 median income)acquired, developed,rehabilitated or otherwise assisted by the Agency, 13 shall be subject to the foregoing Health and Safety Code provisions as they now exist or 14 may hereafter be amended." 15 16 (5) Paragraph 43 is hereby added to the Stipulation to read as follows: 17 18 "Notwithstanding any other provision of this Stipulation to the contrary, 19 the time limits set forth in this Stipulation relating to the acquisition,development, 20 rehabilitation or assistance of housing units shall be delayed by two years for each 21 land acquisition which is comprised of one or more parcels of land suitable in the 22 aggregate for construction of 75 or more very low and low income units." 23 24 (6) The term"30 years"as used in Paragraph 6 hereof shall mean"55 years" 25 in the case of rental units acquired or developed by the Agency after the date of the Second 26 Amendment, and rental units developed by third parties which received tax credit under Section 27 42 of the Internal Revenue Code of 1986, as amended. 28 RICHARDS,WATSON &GERSHON Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys al Law P6402\0 I 06\702474.3 -7- IL • 1 (7) Paragraph 7.b of the Stipulation is hereby amended to read as follows: 2 3 "Not less than five percent of all units acquired, developed,rehabilitated or 4 otherwise assisted by the Agency shall consist of three and four bedrooms to meet the 5 needs of large families." 6 7 (8) Nothing in the instant Stipulation shall constitute a waiver of requirements 8 or modification of any provisions of the Stipulation,as Amended, other than those explicitly 9 addressed herein. 10 11 (9) The instant Stipulation may be executed in counterparts. 12 13 (10) The Agency agrees to pay to the Western Center on Law and Poverty, 14 California Rural Legal Assistance and Jonathan Lehrer-Graiwer an aggregate total of$90,000.00 15 as attorneys' fees and an aggregate total of$1,255.00 as costs. With the exception of such 16 payment of attorneys' fees and costs,Interested Party,the City and the Agency shall bear their 17 own costs, attorneys' fees and expenses incurred in connection with this Stipulation Amending 18 Stipulation for Entry of Judgment 19 20 Dated: 43 [1.1.- 2002 .. 0' i1 L ,ci ' e- 4-"" MARIA ASUNCION SANCHEZ 21 Declaration of Translation: 22 I, Carmen Lopez Rodriguez, declare: T am fluent in the English. and Spanish languages. On August 12, 2002, I - 23 translated the "STIPULATION FOR AMENDMENT NO. 2 TO STIPULATION FOR ENTRY OF JUDGMENT; EXHIBIT "A," cPROPOSED.ORDER) to Maria Sanchez from English to 24 Spanish accurately and faithfully to the best of my ability. I declare under the penalty of perjury under the laws of the State of 25 California that the foregoing is true correct. 26 Dated: CS I I , 2002 - /2 s r [TRAN TOR] 27 28 [signatures continue.] RICHARDS,WATSON `CiERBH°" Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys at law _8 P6402\0106\702474.3 8ni02 I Dated: do,2002 JONATHAN LEHRE IWER 2 Attorneys for Origin erested Party and Interested Party 3 4 • Dated: ,2002 CALIFORNIA RURAL LEGAL ASSISTANCE 5 6 By: 7 ARTURO RODRIGUEZ 8 /] 9 Dated: )j uSfi� ,2002 WESTERN CENTER ON LA ND POVERTY 10 e2/6/ 11 By: RICHARD A. ROTHSCHILD - 12 Attorney for Original Interested Party and Interested Party 13 14 15 Dated: ,2002 CITY OF PALM DESERT 16 17 By: RICHARD S. KELLY 18 Mayor of the City of Palm Desert 19 20 ATTEST: • 21 22 RACHELLE D. KLASSEN 23 City Clerk of the City of Palm Desert 24 25 26 [signatures continue.] 27 28 RICHARDS,WATSON 6 GERSHON Attorneys at Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment 9- P6402\0106\702474.3 - 8/7/02 •• r IL • • 1 Dated: , 2002 JONATHAN LEHRER-GRAIWER 2 Attorneys for Original Interested Party and Interested Party 3 4 Dated: / , 2002 CALIFORNIA RURAL LEGAL ASSISTANCE 5 6 By: "/- 7 • •41,1 RIGUEZ 8 9 Dated: , 2002 WESTERN CENTER ON LAW AND POVERTY 10 11 By: RICHARD A.ROTHSCHILD 12 Attorney for Original Interested Party and Interested Party 13 14 15 Dated: ,2002 CITY OF PALM DESERT 16 17 By: RICHARD S. KELLY 18 Mayor of the City of Palm Desert 19 20 ATTEST: 21 22 RACHELLE D.KLASSEN 23 City Clerk of the City of Palm Desert 24 25 26 [signatures continue.] 27 28 RICHARDS.WATSON &GERSHON Stipulation For Amendment No.2 to Stipulation for Entry of Judgment Attorneys at Law - _97 P6402\0106\702474.3 8/7/02 • 1 Dated: , 2002 JONATHAN LEHRER-GRAIWER 2 Attorneys for Original Interested Party and Interested Party 3 4 f Dated: ' 1 t , 2002 CALIFORNIA RURAL LEGAL ASSISTANCE 5 6 By: 7 ' • ►RIGUEZ 8 9 Dated: ,2002 WESTERN CENTER ON LAW AND POVERTY 10 11 By: RICHARD A. ROTHSCHILD 12 Attorney for Original Interested Party and Interested Party 13 • 14 15 Dated: ,4 .r ,c-r- ,2002 CITY OF PALM DESERT 16 17 By: RICHARD S. KELLY 18 Mayor of the City of P Desert 19 ' 20 ATTEST: 21 22 4C LL D. SEN 23 City Clerk of the City of Palm Desert 24 • 25 26 [signatures continue.] 27 28 RICHARDS,WATSON &GRRSHON Anomay3 at Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0106\702474.3 -9— 8/7/02 • • 1 Dated: Auc,.u.sr . , 2002 PALM DESERT REDEVELOPMENT AGENCY 2 3 By. a S. KELLY 4 Chairman of the Palm esert Redevelopment Agency 5 ATTEST: 6c 7 RACH LL>;D. KL S :NcS Secretary,Palm Desert 8 Redevelopment Agency 9 Dated: ,2002 By: 10 William L.Straus Attorney for City o alm 11 Desert and Palm Desert Redevelopment Agency 12 13 • • 14 15 16 17 18 19 20 21 22 • 23 24 25 26 27 28 RICHARDS. WATSON &GERSHON Attorneys at Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0106\702474.3 -10- • 4. 1 Dated: , 2002 PALM DESERT REDEVELOPMENT AGENCY 2 3 By: RICHARD S. KELLY 4 Chairman of the Palm Desert Redevelopment Agency 5 ATTEST: 6 7 RACHELLE D.KLASSEN Secretary,Palm Desert 8 Redevelopment Agency 9 Dated: ,2002 By: 10 William L. Strati Attorney for City o alm 11 Desert and Palm Desert Redevelopment Agency 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS.WATSON a GERSHON Attorneys at Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0106\702474.3 -10- 1 The foregoing Stipulation is hereby approved; Maria Asuncion Sanchez is hereby 2 substituted for Alfonso Sanchez as lead interested Party on behalf of all persons interested in the 3 matter of the redevelopment plan for Redevelopment Project Area No. 2 for purposes of 4 enforcement of the continuing obligations imposed by the Original Stipulation and the First 5 Amending Stipulation and such obligations as may be imposed pursuant to such stipulations as 6 may be approved by this Court; and the matters stipulated to at paras. (1) through(10)above are 7 so ordered. 8 9 10 2 0 2aot Christmahar J.Shehion 11 Dated: SEP ,2002 Judge, Superior Court, 12 County of Riverside 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS,WATSON &GERSHON Attorneys at Law Stipulation For Amendment No.2 to Stipulation for Entry of Judgment P6402\0]06\702474.3 -11- • , - L Exhibit A Application for Placement on the 1 PALM DESERT HOUSING AUTHORITY MASTER WAITING LIST 2 3 Name: ' Last First Middle Initial 4 Address: 5 Address City State Zip 6 Phone No.: ( ) Home 7 • Previous 8 Address Address City State Zip 9 **************************************************************************************************** 10 Employment: ( ) 11 Employer Name Phone 12 Address: Address City State Zip 13 Occupation: 14 15 **************************************************************************************************** 16 No. of Bedrooms you are requesting: 17 Date apartment is needed: 18 Ages of members in household: 19 Special Needs: 20 21 ********************************************A It*Ak*************************************************** 22 Signature: Date: 23 24 Note: Placement of name on waiting list does not imply acceptance to affordable housing program. Additional Information will be requested upon availability of appropriate unit for family size 25 and income. All applicants will be placed on the Palm Desert Housing Authority master waiting list in the order received. The Palm Desert Housing Authority master waiting list 26 maintained by RPM Management Company(760) 674-1139. 27 28 Stipulation For Amendment No.2 to Stipulation for Entry of Judgment RIGHARDS,WATSON &GERSHON P6402\0106\702474.3 A- 1 Attorneys at Law 4 (. • • 2 3 4 5 6 7 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA. 10 COUNTY OF RIVERSIDE 11 12 CITY OF PALM SPRINGS, Case No. INDIO 51124 13 Plaintiff, [Consolidated with CASE NOS.INDIO 14 51143,51159] vs. 15 [PROPOSED] AMENDMENT NO.2 TO ALL PERSONS INTERESTED IN THE JUDGMENT 16 MATTER OF THE REDEVELOPMENT PLAN FOR THE PALM DESERT 17 REDEVELOPMENT PROJECT AREA NO.2, et. al., 18 Defendants. 19 20 SUNRISE DESERT PARTNERS, a California limited partnership dba SUNRISE COMPANY, 21 Plaintiff/Petitioner, 22 vs. 23 ALL PERSONS INTERESTED IN THE 24 MATTER OF THE REDEVELOPMENT PLAN FOR PROJECT AREA NO. 2, et al., 25 Defendants/Respondents. 26 27 [Caption Continues] 28 2ICHAROS,WATSON B-1 &GERSHON Attorneys at Law [Proposed]Amendment No.2 to Judgment P6402\0106\702486.2 DRAFT 7/31/02 ar I CITY OF INDIAN WELLS, a municipal corporation, 2 Plaintiff/Petitioner, 3 vs. 4 ALL PERSONS INTERESTED IN THE 5 MATTER OF THE REDEVELOPMENT PLAN FOR PROJECT AREA NO. 2, et al., 6 Defendants/Respondents. 7 8 9 This Court having retained jurisdiction in Case No. 51124 for the purposes of 10 enforcing the Judgment entered pursuant to the Stipulation for Entry of Judgment("Original 11 Stipulation")and this Court having entered an Amendment to Judgment on June 18, 1997, 12 incorporating the terms of a First Amending Stipulation, and the necessary parties having further 13 stipulated to certain additional amendments,IT IS HEREBY ADJUDGED AND ORDERED that 14 the final judgment entered in these consolidated cases,as amended by the Amendment to 15 Judgment, is hereby further amended to incorporate the terms of the"Stipulation for Amendment 16 No. 2 to Stipulation for Entry of Judgment"on file herein and approved by this Court. That 17 portion of the original judgment incorporating the terms of the Settlement Agreement and Mutual 18 Release in Case No. 51124 remains unchanged. A copy of this Amendment No.2 and the 19 Stipulation for Amendment No. 2 to Stipulation for Entry of Judgment shall be recorded in the 20 Riverside County Recorder's Office. 21 22 Dated: , 2002 Judge of the Superior Court,, • s :,. P • 23 County of Riverside k. 24r ts.yt 25 • 26 27 rayrq : 28 RICHAROS,WATSON B-2 &GERSHON Attorneys at Law [Proposed]Amendment No.2 to Judgment P6402\0106\702486.2 DRAFT 7/31/02 EXHIBIT 2 AMENDED AND RESTATED HOUSING COOPERATION AGREEMENT DATED FEBRUARY 14,2008 ti 1 CONTRACT NO. R23801 AMENDED AND RESTATED _. HOUSING COOPERATION AGREEMENT This AMENDED AND RESTATED HOUSING COOPERATION AGREEMENT is entered into this 14th day of February, 2008, by and between the Palm Desert Redevelopment Agency, a public body, corporate and politic (the "Redevelopment Agency"), duly organized and validly existing under and pursuant to the constitution and laws of the State of California, and the Palm Desert Housing Authority, a public body, corporate and politic, duly organized and validly existing under and pursuant to the constitution and laws of the State of California. The Redevelopment Agency and the Housing Authority may be referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. By ordinance, the City Council of the City of Palm Desert has declared the need for the Redevelopment Agency to function in the City, and the Redevelopment Agency is thereby authorized to transact business and exercise its powers. B. By resolution, the City Council of the City of Palm Desert has declared the need for the Housing Authority to function in the City, and the Housing Authority is thereby authorized to transact business and exercise its powers. C. Under California Health and Safety Code Section 33334.2, not less than 20 percent of all taxes which are allocated to the Redevelopment Agency pursuant to California Health and Safety Code Section 33670 shall be used by the Redevelopment Agency for the purposes of increasing, improving, and preserving the supply of low-and moderate-income housing in the City of Palm Desert available at affordable housing cost. In carrying out the purposes of Section 33334.2, the Redevelopment Agency may exercise any or all of its powers, including the acquisition of real property or building sites; the improvement of real property or building sites with onsite or offsite improvements; donating real property to private or public persons or entities; the construction of buildings or structures; the provisions of subsidies to, or for the benefit of, very low income households, lower income households, or persons and families of low or moderate income, to the extent those households cannot obtain housing at affordable costs on the open market; and the development of plans, the payment of principal and interest on bonds, loans, advances, or other indebtedness, or payment of financing or carrying charges. D. Under Section 34509 of the Housing Cooperation Law (California Health and Safety Code Sections 34500, et. seq.), for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation Of Housing Projects (as hereinafter defined) located within the area in which it is authorized to act, any State public body (as hereinafter defined), such as the Redevelopment'Agency, may exercise the powers prescribed in Sections 34510 to 34518, inclusive, of the Housing Cooperation Law, upon such terms, and with or without consideration, as it may determine. fl:1RDA\P tLy LoonlDANHwsing Coopemdon AwsemennAntended and Restated Homing Cooperation Agreement 021408.doc P6402-00011967212Y2.doc —1— CONTRACT NO. R23801 E. Under Section 34516 of the Housing Cooperation Law, a State public body, such as the Redevelopment Agency, may do any and all things, necessary or convenient, to aid and cooperate in the planning, undertaking, construction, or operation of Housing Projects. F. Under Section 34511 of the Housing Cooperation Law, a State public body, such as the Redevelopment Agency, may cause parks, playgrounds, recreational, community, educational, water, sewer or drainage facilities, or any other works which it is otherwise empowered to undertake, to be furnished adjacent to or in connection with Housing Projects. G. Under Section 34512 of the Housing Cooperation Law, a State public body, such as the Redevelopment Agency, may furnish, dedicate, close, pave, install, .' grade, regrade, plan, or replan streets, roads, roadways, alleys, sidewalks, or other places which it is otherwise empowered to undertake. H. Under Section 34515 of the Housing Cooperation Law, a State public body, such as the Redevelopment Agency, may enter into agreements with the Housing Authority respecting action to be taken by the State public body pursuant to the Housing Cooperation Law. I. Under Section 34518 of the Housing Cooperation Law, a State public • body, such as the Redevelopment Agency, may incur the entire expense of any public improvements made by it in exercising the powers granted in the Housing Cooperation Law. J. Under Section 34518 of the Housing Cooperation Law, any law to the contrary notwithstanding, a State public body, such as the Redevelopment Agency, may make any sate, conveyance, lease, or agreement provided for in Sections 34510 to 34517, inclusive, of the Housing Cooperation Law, without appraisal, public notice, advertisement, or public bidding. K. Under Section 34502 of the Housing Cooperation Law, the powers conferred by the Housing Cooperation Law are supplemental to the powers conferred by any other law. L. The Redevelopment Agency is or will be the owner of certain real property (the Development Sites, as hereinafter defined), which are or will be suitable for development of the Housing Developments (as hereinafter defined). M. The Housing Developments are Housing Projects. N. The development of the Housing Developments pursuant to this Agreement constitutes a public use and purpose and an essential governmental function for which public money may be spent and other aid given. 0. The Redevelopment Agency is the owner of the Apartment Projects which are periodically in need of renovations, rehabilitation and repairs. The Redevelopment 0.\=Marty LoonVAANiousiog Cooperation AgieameoOAmended and Restated Housing Cooperation Agreement 021408.doo P6402.00014967212t.2.doe -2- r 1 CONTRACT NO. Gt23801 Agency may acquire other apartment projects which may also be in need of . renovations, rehabilitation and repairs. P. The Apartment Projects, the other apartment projects which may be acquired, and other real property which may be owned or acquired by the Redevelopment Agency for the purpose of development of affordable housing, are Housing Projects. Q. The Redevelopment Agency and Housing Authority held a joint public hearing on this Agreement on February 14, 2008, at which interested persons were afforded the opportunity to provide testimony. R. Notice of the joint public hearing was duly published pursuant to California Government Code Section 6066 in the Desert Sun, a newspaper of general circulation, January 31, 2008 and February 7, 2008. S. At least three copies of this Agreement were available for inspection by any interested person at the Redevelopment Agency counter at Palm Desert City Hall as of January 31, 2008, between the hours of 8:30 a.m. to 4:30 p.m. T. The Redevelopment Agency and the Housing Authority wish to enter into -- this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows: Section 1. Definitions. In this Agreement, unless the context otherwise requires: (a) "Apartment Projects" means the apartment projects described in Exhibit B, attached hereto, and such other apartment projects which may be acquired or constructed by the Redevelopment Agency. (b) "City" means the City of Palm Desert, California, and may also refer to the territorial jurisdiction within the City. (c) "Development Sites" means the 20-acre parcel of real property owned by the Redevelopment Agency and described more fully in Exhibit"A", attached hereto, and such other land and development sites as may be owned or acquired by the Redevelopment Agency for the acquisition or development of affordable housing. (d) "Housing Authorities Law" means the Housing Authorities Law, California Health and Safety Code Section 34200, et. seq. (e) "Housing Cooperation Law" means the Housing Cooperation Law, California Health and Safety Code Section 34500, et. seq. (f) "Housing Developments" means the project to carry out the - development of 27 senior housing units, 93 single-family homes, and art additional 14 G:1RDA1Pany Laen1f64AHausiag Cooperation Agreement\Ameadef aad Restated Housing Cooperation Agreement 021406.doa P6402-0001%967212v2.doe -3- • CONTRACT NO. R23801 single-family homes to be built as part of a "self help" program, Habitat for Humanity__ program, or similar program, on one of the Development Sites, and any other housing development on any other Development Sites, and all on-site and off-site improvements in connection therewith which the Redevelopment Agency deems necessary and desirable. (g) "Housing Project" means any work or undertaking to be financed in whole or in part by a State public body, such as the Redevelopment Agency, or to which a State public body, such as the Redevelopment Agency, extends assistance by supplying all or part of the labor, by guaranteeing the payment of liens, by providing financing through the issuance of its debt obligations, or otherwise, to provide decent, safe, and sanitary urban or rural dwellings, apartments, or other living accommodations for persons of low and moderate income. Such work or -tdertaking may include buildings, land, equipment, facilities, and other real or personal property for necessary, convenient, or desirable appurtenances, streets, sewers, water service, parks, site preparation, gardening, administrative, community, health, recreational, educational, welfare, or other purposes. "Housing Project"also includes the planning of the buildings and improvements, the acquisition of property, the demolition of existing structures, the construction, reconstruction, alteration, and repair of the improvements, and all other work in connection therewith. (h) "Redevelopment Law" means the Community Redevelopment law, California Health and Safety Code Section 33000, et. seq. (i) "State" means the State of California. (j) "State public body" means any city, county, borough, commission, district, authority, or other subdivision or public body of the State. For the purposes of this definition, "State public body" also means the State, any city and county and any housing authority. Section 2. The Redevelopment Agency shall develop the Housing Developments on the Development Sites. The Redevelopment Agency shall use its best efforts to complete construction of the 27 senior housing units on or before November 30, 2007 and shall use its best efforts to complete construction of the 93 single-family homes on or before September 30, 2008. Within 180 days of the completion of construction of the foregoing units and homes, the Redevelopment Agency shall begin the process of identifying a qualified developer or developers to assist the Agency with the development of the 14 homes. Section 3. The Housing Authority shall use its best efforts to cause the renovation, rehabilitation and repair, where appropriate; of the Apartment Projects, including, without limitation, re-stucco, re-roofing, replacement of windows, repair or replacement of mechanical systems, retrofit landscape and hardscape, and the addition of parking, fire safety features and façade improvements, and any other work of renovation, rehabilitation or repair deemed necessary or appropriate. G:1RDAAPatty InonUglianteusing Coopeation AgreemendAmended and Restated Housing Cooperation Agreement 0214O11.doc P6462.00011961212v2.doe -4- CONTRACT NO. R23801 Section 4. The units at the Apartment Projects shall be available at an affordable housing cost to persons and families of low and moderate income. Single: family homes shall be available at an affordable housing cost to persons and families of low and moderate income. Section 5. The Redevelopment Agency and the Housing Authority may enter into any and all such agreements with private parties as they deem necessary to develop the Housing Developments on the Development Sites and to renovate, rehabilitate and repair the units at the Apartment Projects. The Redevelopment Agency and the Housing Authority may also enter into any and all such agreements with public entities as they deem necessary to develop the Housing Developments on the Development Sites and to renovate, rehabilitate and repair the units at the Apartment Projects; provided, however, that no other public entity shall shire in the expense of the • Housing Developments or the renovation, rehabilitation and repair of the units at the Apartment Projects, and the entire expense of the Housing Developments and the renovation, rehabilitation and repair of the Apartment Projects shall be borne by the Redevelopment Agency from its Low and Moderate Income Housing Fund, or from a combination of private funds and the Low and Moderate Income Housing Fund. Section 6. The Redevelopment Agency or the Housing Authority shall perform all required preparatory work for the improvements, including the acquisition of land and rights-of-way, and shall install and construct, or cause to be installed and constructed, the improvements not previously installed and constructed. The Redevelopment Agency or the Housing Authority shall retain one or more persons or entities experienced in the design and construction of the improvements to undertake the design of the improvements and to prepare plans and specifications therefor. The Redevelopment Agency or the Housing Authority shall, install and construct, or cause to be installed and constructed, all improvements in accordance with such plans and specifications. Section 7. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the Parties hereto and their successors in interest. Section 8. No member of the governing body of the Redevelopment Agency or the Housing Authority, and no official, agent, or employee of the Redevelopment Agency or the Housing Authority shall be personally liable to the other Party, or any successor in interest, in the event of any default or breach by the Redevelopment Agency or the Housing Authority, or for any amount which may become due to the Redevelopment Agency or Housing Authority, or successor, or on any obligations under the terms of this Agreement. Section 9. The Redevelopment Agency and the Housing Authority covenant and agree for themselves, their successors and assigns that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, marital status, sex, age, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the lands, .- rights-of-way, or improvements in respect of the Development Sites, the Housing G:IRDAIPatry Leatit.WHeusing Cooperation ApreemmtlAmended and Restated Housing Ccopmution Agnomens 021408.doc P6402.000119672I2v2.doe -5- CONTRACT NO. R23801 Developments and the Apartment Projects, nor shall the Redevelopment Agency, or the Housing Authority, or any person, claiming under or through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the lands, rights-of-way and improvements. The Redevelopment Agency shall refrain from restricting the rental, sale, or lease of the rights-of-way and improvements on the basis of race, color, creed, religion, marital status, age, sex, national origin, or ancestry of any person. All such deeds, leases or contracts for the sale, lease, sublease or other transfer of the lands, rights-of-way and improvements shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: A. In deeds: "The Grantee herein covenants by andlor himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California. Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the • California Government Code shall apply to said paragraph." B. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of GARDA\Patty LeanUMhl\Fiousing Co,perndon Agreernad Arno ded and Restated flaring CoopmGon Agreement021408.doc P6402-00011967212v2.doe -6- CONTRACT NO. R23801 Section 12955, and Section 12955.2 of the California Government Code`_ in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 1.2955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Civil Code shall apply to said paragraph." C. In contracts: "The contracting party or parties hereby covenant by and for himself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties, any subcontracting party or parties, or their respective assigns or transferees, establish or permit any such practice or practices of discrimination or segregation. • Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing fo"r senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply fio said paragraph." Section 10. The Parties hereto agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. GARDAIPatty Leon\Raeliouaing Cooperedon Agteemaat\Ametded and Restated Rowing Cooperation Atpeemrnt 0214084oe P6402.0001196721Zadae -7- CONTRACT NO. R23801 Section 11. Each Party shall maintain books and records regarding its duties; pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 12. This Agreement is made in the State under the constitution and laws of the State, and is to be so construed. Section 13. This Agreement may be amended at any time, and from time to time, by an agreement executed by both Parties to this Agreement. Section 14. Pursuant to California Health and Safety Code Section 34518, the Redevelopment Agency shall assume the entire expense associated with carrying out its obligations under this Agreement. Section 15. There are no third party beneficiaries to this Agreement. Section 16. The Redevelopment Agency and the Housing Authority may utilize any and all of their powers under the Housing Cooperation Law and under any other law in exercising their rights and performing their obligations under this Agreement. Section 17. The term of this Agreement shall extend from the date hereof until 45 years from the end of the year in which the last of the Housing Developments becomes available for occupancy. Section 18. The Housing Cooperation Agreement entered into on May 12th, 2005 between the Redevelopment Agency and the Housing Authority is hereby superceded and rescinded. IN WITNESS THEREOF, the Parties have executed this Agreement on the date first above written. PALM DESERT REDEVELOPMENT PALM DESERT HOUSING AUTHORITY, AGENCY, a public body; corporate and public body, rporate and politic politic 4(/' . Benson, Ch • an Je nson, Chairman R el a D. Klassen, a retary Rac elle D. Klassen, cretary G:IRDA1Potty Leon\NW-loosing Cooperation AgteameaMmanded and Restated Housing Cooperation Agreement 021408,4oa Pd402.000I14672I2v2.doe -8- CONTRACT NO. R23801 EXHIBIT "A" [DEVELOPMENT SITE DESCRIPTION] 1. 20-Acre Site Development, west of Cook Street between 42nd Avenue and Merle Drive. 2. California Villas, 77-107 California Avenue, Palm Desert, CA 92260 3. Laguna Palms, 73-875 Santa Rosa Way, Palm Desert, CA 92260 CONTRACT NO. R23801 EXHIBIT"B" [APARTMENT PROJECTS] PALM DESERT HOUSING AUTHORITY PROPERTIES MULTI-FAMILY APARTMENTS* #Units ONE QUAIL PLACE 384 72-600 Fred Waring Drive DESERT POINTE 64 43-805 Monterey Avenue NEIGHBORS 24 73-535 Santa Rosa Way TAOS PALMS 16 44-830 Las Palmas Avenue CALIFORNIA VILLAS 141 77-107 California Drive LAGUNA PALMS 48 73-875 Santa Rosa Way COUNTRY VILLAGE 66 42-455 Washington Street PALM VILLAGE 36 73-650 Santa Rosa Way SENIOR APARTMENTS LAS SERENAS 150 73-315 Country Club Drive THE PUEBLOS 15 73-695 Santa Rosa Way PUEBLOS EAST 4 73-697 Santa Rosa Way CATALINA GARDENS 72 73-600 Catalina Way CANDLEWOOD 30 74000-74002 Shadow Mountain Drive LA ROCCA VILLAS 27 42-135 Golden Eagle Lane EXHIBIT 3 SUMMARY OF REPLACEMENT RESERVE STUDY EXHIBIT 3 SUCCESSOR AGENCY TO THE PALM DESERT REDEEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND SUMMARY OF REPLACEMENT RESERVE STUDY Reserve 2010 2011 2012 Study Apartment Actual Special Actual Special Actual Special Prepared Name Contribution Appropriation Contribution Appropriation Contribution Appropriation On California Villas $ 225,000 $ - $ 236,250 $ - $ 248,063 $ - 7-Mar-10 Candlewood 45,000 700,000 48,150 - 51,521 - 25-Feb-10 Catalina 95,000 550,000 98,800 - 102,752 - 25-Feb-10 Desert Pointe 96,000 - 100,800 200,000 105,840 200,000 25-Mar-10 La Rocca Villas 25,000 - 27,000 - 29,160 - 25-Feb-10 Laguna Palms 62,900 - 66,045 - 69,347 - 24-Feb-10 Las Serenas 283,000 277,500 299,980 277,500 317,979 - 10-Mar-10 Neighbors Gardens 45,000 280,000 47,250 - 49,613 - 25-Feb-10 One Quail Place 750,000 1,600,000 795,000 - 842,700 - 25-Feb-10 Palm Village 76,500 - 80,325 - 84,341 - 3-Aug-09 Pueblos 25,000 - 180,000 26,500 - 28,090 - 25-Feb-10 Taos Palms 47,200 - 49,796 - 52,535 - 7-Mar-10 Totals $ 1,775,600 $ 3,587,500 $ 1,875,896 $ 477,500 $ 1,981,941 $ 200,000 The Reserve study for the apartment projects was completed by Association Reserves,Inc. The date for the various reports are listed above. Transfers on 3/31/11 and 6/30/11: 2010 Annual $ 1,775,600 2010 Special 3,587,500 2011 Annual 1,875,896 2011 Special 477,500 $7,716,496 2012 Annual $ 1,981,941 2012 Special 200,000 $2,181,941 EXHIBIT 4 BOND DOCUMENTS NEW ISSUE-BOOK-ENTRY ONLY RATINGS: Moody's Fitch MBIA INSURED: Aaa AAA UNINSURED: A2 In the opinion of Richards, Watson & Gershon,A Professional Corporation, Los Angeles, California, Bond Counsel, based on existing law and assuming compliance with certain covenants set forth in the documents pertaining to the Series 2007 Bonds and requirements of the Internal Revenue Code of 1986,as amended(the"Code"),as described herein,interest on the Series 2007 Bonds is not included in gross income of the owners thereof for federal income tax purposes.In the opinion of Bond Counsel,interest on the Series 2007 Bonds is not treated as an item of tax preference in calculating the federal alternative minimum taxable income of individuals and corporations.Interest on the Series 2007 Bonds may be subject to certain federal taxes imposed on corporations,including the corporate alternative minimum tax on a portion of that interest.ht the further opinion of Bond Counsel,interest on the Bonds is exempt from personal income taxes imposed by the State of California.See"TAX MATTERS"herein. $86,155,000 PALM DESERT FINANCING AUTHORITY TAX ALLOCATION(HOUSING SET-ASIDE) REFUNDING REVENUE BONDS SERIES 2007 Dated:Date of Issuance Due:October 1,as shown on the inside cover hereof The Palm Desert Financing Authority(the"Financing Authority")is issuing$86,155,000 principal amount of Tax Allocation(Housing Set-Aside) Refunding Revenue Bonds,Series 2007(the"Series 2007 Bonds")to make a loan(the"2007 Loan")to the Palm Desert Redevelopment Agency(the "Redevelopment Agency")pursuant to a 2006 Housing Project Loan Agreement dated as of February 1,2007(the"2007 Loan Agreement")by and among the Authority,the Agency and Wells Fargo Bank,National Association(the"Trustee").The Redevelopment Agency will use the proceeds of the 2007 Loan to(i)finance the development of low and moderate income housing by the Redevelopment Agency;(ii)refinance a portion of the outstanding obligations of the Redevelopment Agency under a loan agreement dated as of January 1,1998;(iii)purchase a debt service surety bond for deposit in the Reserve Fund and(iv)pay certain costs associated with the issuance of the Series 2007 Bonds.The Series 2007 Bonds will be issued by the Financing Authority under an Indenture of Trust,dated as of February 1,2007,by and between the Financing Authority and the Trustee(the"2007 Indenture"). The Series 2007 Bonds will be issued as fully registered instruments without coupons,in the denomination of$5,000 or any integral multiple thereof, in book-entry form, initially registered in the name of Cede&Co., as nominee of The Depository Trust Company, New York,New York ("DTC"). Purchasers will not receive physical certificates representing their interest in the Series 2007 Bonds.For so long as the Series 2007 Bonds are registered in the name of Cede&Co.,the Trustee will make all payments of principal and interest on the Series 2007 Bonds to DTC,which,in turn,is obligated to remit such principal and interest to DTC Participants(defined herein)for subsequent disbursement to the Beneficial Owners(defined herein)of the Series 2007 Bonds.See APPENDIX G—"DTC AND THE BOOK-ENTRY ONLY SYSTEM."Interest on the Series 2007 Bonds will be payable on April 1 and October 1 of each year(each an"Interest Payment Date"),commencing October 1,2007,by check or draft,mailed on the Interest Payment Date to each Owner of the Series 2007 Bonds as of the Record Date preceding such Interest Payment Date.See"THE SERIES 2007 BONDS—Description." The Series 2007 Bonds are subject to optional redemption and mandatory sinking fund redemption as described herein.See"THE SERIES 2007 BONDS." The Series 2007 Bonds are special obligations of the Authority payable from and secured by Revenues(as defined herein),consisting primarily of amounts payable by the Redevelopment Agency under the 2007 Loan Agreement-The 2007 Loan Agreement is secured by and payable from Pledged Tax Revenues,as defined herein.The Redevelopment Agency may,pursuant to the terms of the 2007 Loan Agreement and the Indenture, Issue additional obligations secured by Pledged Tax Revenues on a parity with the lien of the 2007 Loan Agreement(the"Parity Debt")or may issue additional obligations secured by a lien on the Pledged Tax Revenues which is subordinate to the lien of the 2007 Loan Agreement. The Redevelopment Agency currently has outstanding obligations that have a lien on certain Housing Set-Aside Revenues(as defined herein) senior to and on a parity with that of the 2007 Loan Agreement.See"SECURITY FOR THE SERIES 2007 BoNDs—Senior Debt,Parity Debt and Subordinate Debt," Payment of the principal of and interest on the Series 2007 Bonds when due will be insured by a financial guaranty insurance policy to be issued by MBIA Insurance Corporation simultaneously with the delivery of the Series 2007 Bonds.See"FINANCIAL GUARANTY INSURANCE." MBIt4 THE SERIES 2007 BONDS ARE NOT A DEBT OF THE CITY OF PALM DESERT(THE"CITY"), THE STATE OF CALIFORNIA(THE "STATE")OR ANY OF ITS POLITICAL SUBDIVISIONS,OTHER THAN THE FINANCING AUTHORITY,AND NONE OF THE CITY,THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS,OTHER THAN THE FINANCING AUTHORITY,IS LIABLE THEREFOR.THE 2007 LOAN IS NOT A DEBT OF THE FINANCING AUTHORITY OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS,AND NONE OF THE FINANCING AUTHORITY OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS,OTHER THAN THE REDEVELOPMENT AGENCY,IS LIABLE THEREFOR.THE OBLIGATIONS OF THE REDEVELOPMENT AGENCY WITH RESPECT TO THE 2007 LOAN IS PAYABLE SOLELY FROM THE PLEDGED TAX REVENUES(AS DEFINED HEREIN).NONE OF THE MEMBERS OF THE FINANCING AUTHORITY.THE CITY COUNCIL, THE REDEVELOPMENT AGENCY OR ANY PERSONS EXECUTING THE SERIES 2007 BONDS OR THE 2007 LOAN AGREEMENT ARE LIABLE PERSONALLY WITH RESPECT TO THE SERIES 2007 BONDS OR THE 2007 LOAN.NEITHER THE FINANCING AUTHORITY NOR THE REDEVELOPMENT AGENCY HAS TAXING POWER. The Series 2007 Bonds are offered when,as and if issued and accepted by the Underwriter..subject to the approval as to legality by Richards, Watson &Gershon,A Professional Corporation,Los Angeles, California,Bond Counsel. Certain legal matters will be passed on for the Authority by Lofton& Jennings, San Francisco, California, Disclosure Counsel, and for the Authority and the Redevelopment Agency by Richards, Watson & Gershon, A Professional Corporation,Los Angeles,California.It is anticipated that the Series 2007 Bonds will be available for delivery on or about February 7,2007. HUTCHINSON,SHOCKEY,ERLEY & CO. Dated:January 25,2007. TABLE OF CONTENTS Property Tax Administrative Costs 26 INTRODUCTION 1 Certification of Redevelopment Agency General;Authority for Issuance I Indebtedness 27 Purpose 1 Pass-Through Agreements and Tax The City 2 Sharing Payments 28 - - The Financing Authority 2 Limitation of Tax Revenues from Certain The Redevelopment Agency 2 Increased Tax Rates 29 The Project Areas 2 Ballot Initiatives and Legislative Matters 29 Security for the Series 2007 Bonds 3 Bond Insurance 5 CERTAIN RISKS TO BONDHOLDERS 29 Report of the Fiscal Consultant 5 Added Territory Projected to Reach Limit Certain Risks to Bondholders 5 in Fiscal Year 2020-21 29 Continuing Disclosure 5 Accuracy of Assumptions 30 Additional Information 6 Reduction of Tax Revenues 30 Appeals to Assessed Values 31 PLAN OF FINANCE 6 Reduction in Inflation Rate 31 Development of Low and Moderate Bankruptcy and Foreclosure 32 Income Housing 6 Delinquencies 32 Refunding of Prior Bonds 6 State Budget 32 Estimated Sources and Uses of Funds 8 Natural Disasters 34 Debt Service Schedules 8 Hazardous Substances 35 THE SERIES 2007 BONDS 9 Loss of Tax Exemption 35 Description of the Series 2007 Bonds 9 Risk of Tax Audit 35 Redemption Procedures 10 Secondary Market 35 SECURITY AND SOURCES OF PAYMENT THE PROJECT AREAS 36 FOR THE SERIES 2007 BONDS 11 Overview 36 Revenues and Loan Agreement 11 Project Area No. 1 43 Tax Allocation Financing 11 Project Area No.2 54 Allocation of Taxes;Housing Set-Aside Project Area No,3 59 Amounts 12 Project Area No.4 64 Housing Set-Aside 12 THE FINANCING AUTHORITY 70 Pledged Tax Revenues 13 Redevelopment Plan Limitations 15 THE REDEVELOPMENT AGENCY 70 Reserve Fund 17 Authority,Members and Personnel 70 Senior Debt,Parity Debt and Subordinate Powers 72 Debt 18 Redevelopment Agency Finances 73 Investment of Funds 19 75 TAX MATTERS FINANCIAL GUARANTY INSURANCE 19 APPROVAL OF LEGAL PROCEEDINGS 77 The MBIA Insurance Corporation Insurance Policy 19 ABSENCE OF MATERIAL LITIGATION 77 MBIA Insurance Corporation 20 General 77 Regulation 20 Other Matters 77 Financial Strength Ratings of MBIA 21 MBIA Financial Information 21 FINANCIAL ADVISOR 77 Incorporation of Certain Documents by Reference 22 CONTINUING DISCLOSURE 78 LIMITATIONS ON TAX REVENUES 22 VERIFICATION OF MATHEMATICAL Article XIII A of the State Constitution 22 COMPUTATIONS 78 Article XIII B of the State Constitution; UNDERWRITING 78 Appropriation Limitations 24 Articles XIII C and XIII D of the State RATINGS 79 Constitution 25 Taxation of Unitary Property 25 FINANCIAL STATEMENTS 79 Property Tax Collection Procedures 25 MISCELLANEOUS 80 iii APPENDICES APPENDIX A - REPORT OF THE FISCAL CONSULTANT A-1 APPENDIX B - REDEVELOPMENT AGENCY AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30,2006 B-1 APPENDIX C - GENERAL INFORMATION CONCERNING THE CITY OF PALM DESERT C-1 APPENDIX D - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS D-1 APPENDIX E - FORM OF OPINION OF BOND COUNSEL E-1 APPENDIX F - FORM OF CONTINUING DISCLOSURE AGREEMENT F-1 APPENDIX G - DTC AND THE BOOK-ENTRY ONLY SYSTEM GA APPENDIX H - SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY H-1 APPENDIX I - SPECIMEN RESERVE FUND SURETY BOND I-1 MAPS AND TABLES Redevelopment Project Areas v Table A All Project Areas— Summary of Redevelopment Plan Limits 37 Table B All Project Areas— Summary of Land Uses by Category 38 Table C All Project Areas— Summary of Principal Taxpayers 39 Table D All Project Areas— Summary of Housing Set-Aside Revenue Projections 41 Table E All Project Areas Projected Housing Set-Aside Revenues and Debt Service Coverage 42 Table lA-1 Project Area No. 1-Original Area—Summary of Redevelopment Plan Limits 44 Table 1 A-2 Project Area No. 1—Added Territory—Summary of Redevelopment Plan Limits 45 Table lB Project Area No. I—Combined—Land Uses by Category 46 Table 1C Project Area No.1— Combined—Principal Taxpayers 47 Table 1C-1 Project Area No.1— Original Area—Principal Taxpayers 48 Table 1C-2 Project Area No. 1— Added Territory—Principal Taxpayers 49 Table 1D-1 Project Area No. 1— Original Area—HistoricaI Taxable Values and Tax Increment Verification 50 Table 1D-2 Project Area No.1— Added Territory—Historical Taxable Values and Tax Increment Verification 51 Table 1E-1 Project Area No.1— Original Area—Projection of Incremental Taxable Value and Housing Set-Aside Revenues 52 Table 1E-2 Project Area No. 1— Added Territory—Projection of Incremental Taxable Value and Housing Set-Aside Revenues 53 Table 1F-1 Project Area No. 1—Original Area—Assessment Appeals 54 Table 1F-2 Project Area No. 1— Added Territory—Assessment Appeals 54 Table 2A Project Area No.2—Summary of Redevelopment Plan Limits 55 Table 2B Project Area No.2—Land Uses by Category 55 Table 2C Project Area No.2— Principal Taxpayers 56 Table 2D Project Area No.2—Historical Taxable Values and Tax Increment Verification 57 Table 2E Project Area No.2— Projection of Incremental Taxable Value and Housing Set-Aside Revenues 58 Table 2F Project Area No.2— Assessment Appeals 59 Table 3A Project Area No.3—Summary of Redevelopment Plan Limits 60 Table 3B Project Area No.3—Land Uses by Category 60 Table 3C Project Area No.3— Principal Taxpayers 61 Table 3D Project Area No.3— Historical Taxable Values and Tax Increment Verification 62 Table 3E Project Area No.3— Projection of Incremental Taxable Value and Housing Set-Aside Revenues 63 Table 3F Project Area No.3—Assessment Appeals 64 Table 4A Project Area No.4—Summary of Redevelopment Plan Limits 65 Table 4B Project Area No.4—Land Uses by Category 66 Table 4C Project Area No.4— Principal Taxpayers 67 Table 4D Project Area No.4— Historical Taxable Values and Tax Increment Verification 68 Table 4E Project Area No.4— Projection of Incremental Taxable Value and Housing Set-Aside Revenues 69 Table 4F Project Area No.4—Assessment Appeals 70 iv The Redevelopment Agency has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. Additional Information This Official Statement contains summaries of the Series 2007 Bonds,the security for the Series 2007 Bonds,the 2007 Indenture,the 2007 Loan Agreement,the Redevelopment Law,the Redevelopment Agency, the Project Areas and certain other information relevant to the issuance of the Series 2007 Bonds. All references herein to the 2007 Indenture and the 2007 Loan Agreement are qualified in their entirety by reference to the complete text thereof and all references to the Series 2007 Bonds are further qualified by reference to the form thereof contained in the 2007 Indenture. The audited financial statements of the Redevelopment Agency for the Fiscal Year ended June 30, 2006 are included in APPENDIX B. The proposed forms of legal opinions of Bond Counsel for the Series 2007 Bonds are set forth in APPENDIX B. See APPENDIX D—"SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" for definitions of certain words and terms used herein. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meanings as in the 2007 Indenture. The information set forth herein and in the Appendices hereto has been furnished by the Redevelopment Agency and the City and includes information which has been obtained from other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by the Financing Authority or the Underwriter and is not to be construed as a representation by the Underwriter. Copies of documents referred to herein and information concerning the Series 2007 Bonds are available upon written request from the Senior Financial Analyst of the Redevelopment Agency, 73-510 Fred Waring Drive, Palm Desert, California 92260-2578; telephone: 760-346-0611. The Redevelopment Agency may impose a charge for copying, mailing and handling. PLAN OF FINANCE Development of Low and Moderate Income Housing A portion of the remaining proceeds of the 2007 Loan will be used by the Redevelopment Agency to finance the development of certain low and moderate income housing activities of the Redevelopment Agency within the Project Areas, including but not limited to (i) acquiring and/or rehabilitating multi-family housing units; (ii) acquiring land and constructing additional Redevelopment Agency owned multi-family low and moderate income housing units; and (iii) providing subsidies to facilitate the development of low and moderate income housing units. Refunding of Prior Bonds The Financing Authority will loan the proceeds of the Series 2007 Bonds to the Redevelopment Agency. The Redevelopment Agency will use a portion of the proceeds of the 2007 Loan to prepay certain amounts that remain due with respect to the 1998 Loan Agreement. The Financing Authority will use those prepaid loan amounts to refund a portion of the Palm Desert Financing Authority Tax Allocation(Housing Set-Aside)Revenue Bonds, Series 1998 in the principal amount of$38,740,000(the "Prior Bonds"). Such proceeds of the Series 2007 Bonds will be deposited in an escrow fund (the "Escrow Fund") to be held by Wells Fargo Bank, National Association, as escrow bank (the "Escrow Bank") pursuant to an Escrow Agreement dated as of February 1, 2007 (the "Escrow Agreement"), by and among the Financing Authority,the Redevelopment Agency and the Escrow Bank. Following the refunding of the Prior Bonds, there will be $5,725,000 principal amount of Remaining 1998 Bonds. 6 EXHIBIT 5 PROJECTED REVENUES AND SPENDING REQUIREMENTS ON ANNUAL BASIS-2012 TO 2038 AND ASSUMPTIONS MADE PALM DESERT HOUSING AUTHORITY Fiscal Year 2012 203 2014 2015 2016 2017 Sources Stipulation 4,747,709 6,661,904 6,975,244 7,297,908 7,626,588 7,957,462 SERAF Reimbursement Note Payoff 287,629 500,000 500,000 500,000 500,000 Loan Payoffs 250,000 255,000 260,100 265,302 TOTAL SOURCES 4,747,709 6,949,533 7,725,244 8,052,908 8,386,688 8,722,764 Uses Administration 1,446,577 1,475,509 1,505,019 1,535,119 1,565,822 1,597,138 Programs PDHA Net Operations Costs 316,398 322,726 329,180 335,764 342,479 ARR 220,000 224,400 228,888 233,466 238,135 HIP 25,000 25,500 26,010 26,530 27,061 Affordability Covenant Maint 25,000 25,500 26,010 26,530 27,061 Homebuyer Assistance 250,000 255,000 260,100 265,302 270,608 Projects Carlos Ortega Villas Const Indian Springs MHP Agreement Developer Buy-down Subsidy Desert Pointe Rehabilitation 2,500,000 2,500,000 Las Serenas Expansion 6,150,000 Sagecrest Apartments Const 3,000,000 3,000,000 15 Acre Site Acquisition 2,250,000 15 Acre Site Development Complex Acquisition Rehab of Complex NS Parkland Apts Const Replacement Expenditures Califomia Villas Rep Exp 304,398 42,347 47,878 45,016 49,133 166,264 Candlewood Rep Exp 13,465 45,189 88,453 14,806 3,259 44,907 Carlos Ortega Rep Exp 21,174 Catalina Gardens Rep Exp 395,960 52,336 158,270 68,180 101,465 62,578 Desert Pointe Rep Exp 585,164 326,086 54,897 71,527 47,661 77,851 La Rocca Villas Rep Exp - 5,121 - 38,031 5,596 44,527 Laguna Palms Rep Exp 2,732 4,193 4,869 34,389 - 235,049 Las Serenas Rep Exp 518,436 256,735 297,931 74,927 97,990 793,441 Las Serenas II Rep Exp Neighbors Rep Exp 6,259 - 165,139 9,523 17,772 29,199 One Quail Place Rep Exp 575,517 206,432 1,023,929 245,497 184,912 275,522 Palm Village Rep Exp 4,617 28,926 - 17,194 37,880 113,142 Pueblos Rep Exp 155,866 - 10,781 1,045 4,489 11,084 Sagecrest Replacement Exp 2,096 Taos Palms Rep Exp 29,520 2,898 126,187 1,433 21,062 51,051 TOTAL USES 4,038,511 3,282,170 6,586,477 8,526,875 8,524,632 10,580,368 Projects depend on availability of funding PALM DESERT HOUSING AUTH Fiscal Year 2019 2019 2020 2021 2022 2023 Sources Stipulation 8,301,272 8,648,924 9,001,622 14,142,874 5,986,636 5,478,018 SERAF Reimbursement 4,899,949 Note Payoff 500,000 500,000 500,000 500,000 500,000 500,000 Loan Payoffs 270,608 276,020 281,541 287,171 292,915 298,773 TOTAL SOURCES 9,071,880 9,424,944 9,783,163 19,829,994 6,779,551 6,276,791 Uses Administration 1,629,081 1,661,662 1,694,896 1,728,794 1,763,369 1,798,637 Programs PDHA Net Operations Costs 349,329 356,316 363,442 370,711 378,125 385,687 ARR 242,898 247,756 252,711 257,765 262,920 268,179 HIP 27,602 28,154 28,717 29,291 29,877 30,475 Affordability Covenant Maint 27,602 28,154 28,717 29,291 29,877 30,475 Homebuyer Assistance 276,020 281,541 287,171 292,915 298,773 304,749 Projects Carlos Ortega Villas Const Indian Springs MHP Agreement Developer Buy-down Subsidy Desert Pointe Rehabilitation Las Serenas Expansion 9,600,000 6,500,000 Sagecrest Apartments Const 15 Acre Site Acquisition 15 Acre Site Development 5,500,000 5,000,000 5,000,000 Complex Acquisition Rehab of Complex NS Parkland Apts Const Replacement Expenditures California Villas Rep Exp 1,128,596 227,962 936,054 67,973 319,186 965,297 Candlewood Rep Exp 62,694 42,468 3,668 54,535 3,892 57,932 Carlos Ortega Rep Exp 23,939 22,508 24,567 83,132 564,298 113,981 Catalina Gardens Rep Exp 136,854 127,605 64,367 190,232 84,771 70,335 Desert Pointe Rep Exp 38,953 70,216 58,158 23,532 135,754 164,255 La Rocca Villas Rep Exp - 21,906 - 200,602 48,176 Laguna Palms Rep Exp 4,860 60,443 - 5,988 743,519 70,071 Las Serenas Rep Exp 104,382 454,714 74,922 60,025 81,797 100,814 Las Serenas II Rep Exp 8,195 12,578 14,607 Neighbors Rep Exp 13,439 13,977 61,183 51,327 113,665 20,987 One Quail Place Rep Exp 523,475 1,495,997 219,609 540,934 558,337 260,392 Palm Village Rep Exp 2,707 178,271 - - 974,299 28,361 Pueblos Rep Exp - 53,757 - 142,220 8,517 1,324 Sagecrest Replacement Exp 2,434 17,194 - 117,525 2,430 30,221 Taos Palms Rep Exp 288,453 39,108 3,461 54,321 27,462 74,193 TOTAL USES 14,483,320 11,929,707 4,101,642 9,608,707 11,594,047 9,839,148 *Projects depend on availability o PALM DESERT HOUSING AUTH Fiscal,Year 2024 2025 2026 2027 2028 2029 Sources Stipulation 5,669,196 5,856,688 6,054,706 3,579,934 3,737,132 7,443,352 SERAF Reimbursement Note Payoff 500,000 500,000 500,000 Loan Payoffs 304,749 310,844 317,060 323,402 329,870 336,467 TOTAL SOURCES 6,473,945 6,667,532 6,871,766 3,903,336 4,067,002 7,779,819 Uses Administration 1,834,610 1,871,302 1,908,728 1,946,902 1,985,840 2,025,557 Programs PDHA Net Operations Costs 393,401 401,269 409,295 417,480 425,830 434,347 ARR 273,542 279,013 284,593 290,285 296,091 302,013 HIP 31,084 31,706 32,340 32,987 33,647 34,320 Affordability Covenant Maint 31,084 31,706 32,340 32,987 33,647 34,320 Homebuyer Assistance 310,844 317,060 323,402 329,870 336,467 343,196 Projects Carlos Ortega Villas Const Indian Springs MHP Agreement 2,500,000 2,500,000 Developer Buy-down Subsidy Desert Pointe Rehabilitation Las Serenas Expansion Sagecrest Apartments Const 15 Acre Site Acquisition 15 Acre Site Development 5,000,000 Complex Acquisition 20,000,000 Rehab of Complex NS Parkland Apts Const Replacement Expenditures California Villas Rep Exp 57,606 69,564 91,113 211,825 66,063 149,636 Candlewood Rep Exp 391,985 59,615 20,909 207,867 82,765 510,046 Carlos Ortega Rep Exp 468,027 33,987 159,593 482,648 28,803 34,782 Catalina Gardens Rep Exp 206,236 174,151 417,964 216,549 81,538 116,043 Desert Pointe Rep Exp 55,399 131,866 382,081 693,948 455,256 34,588 La Rocca Villas Rep Exp - 7,301 - 466,637 61,986 - Laguna Palms Rep Exp - - - 438,121 65,756 - Las Serenas Rep Exp 2,118,563 78,069 74,709 140,834 470,860 209,328 Las Serenas II Rep Exp 103,166 - 705,148 14,581 181,328 - Neighbors Rep Exp 182,750 150,040 32,231 92,612 31,125 276,064 One Quail Place Rep Exp 2,281,410 1,612,911 621,388 243,788 306,776 1,675,168 Palm Village Rep Exp - 41,241 8,430 227,896 48,704 - Pueblos Rep Exp 108,902 - 3,967 71,502 51,115 51,023 Sagecrest Replacement Exp 2,994 371,759 35,035 - - Taos Palms Rep Exp 218,115 30,810 32,437 8,299 9,425 285,501 TOTAL USES 14,066,723 5,324,606 25,912,425 9,102,657 7,553,023 6,515,931 *Projects depend on availability o PALM DESERT HOUSING AUTH Fiscal Year 2030 2031 2032 2033 2034 2035 Sources Stipulation 7,610,572 7,777,700 7,949,928 8,887,826 9,065,582 9,246,894 SERAF Reimbursement 504,789 Note Payoff Loan Payoffs 343,196 350,060 357,062 364,203 371,487 378,917 TOTAL SOURCES 7,953,768 8,127,760 8,306,990 9,252,029 9,437,069 10,130,600 Uses Administration 2,066,068 2,107,390 2,149,538 2,192,528 2,236,379 2,281,106 Programs PDHA Net Operations Costs 443,034 451,894 460,932 470,151 479,554 489,145 ARR 308,053 314,214 320,498 326,908 333,447 340,116 HIP 35,006 35,706 36,420 37,149 37,892 38,649 Affordability Covenant Maint 35,006 35,706 36,420 37,149 37,892 38,649 HomebuyerAssistance 350,060 357,062 364,203 371,487 378,917 386,495 Projects Carlos Ortega Villas Const Indian Springs MHP Agreement Developer Buy-down Subsidy Desert Pointe Rehabilitation Las Serenas Expansion Sagecrest Apartments Const 15 Acre Site Acquisition 15 Acre Site Development Complex Acquisition Rehab of Complex 5,000,000 10,000,000 NS Parkland Apts Const 5,000,000 5,000,000 5,000,000 Replacement Expenditures California Villas Rep Exp 1,609,108 289,859 365,114 64,999 66,949 1,442,328 Candlewood Rep Exp 41,113 46,561 5,230 188,440 5,549 17,900 Carlos Ortega Rep Exp 45,557 105,913 33,032 74,818 804,554 144,929 Catalina Gardens Rep Exp 196,749 103,757 121,573 335,106 320,976 100,281 Desert Pointe Rep Exp 32,781 69,603 131,924 42,185 140,446 41,300 La Rocca Villas Rep Exp - 92,260 303,932 - 9,527 - Laguna Palms Rep Exp - 141,361 4,934 7,572 - 9,058 Las Serenas Rep Exp 106,130 108,068 171,357 627,981 266,957 95,968 Las Serenas II Rep Exp 17,965 2,230,556 210,212 - - - Neighbors Rep Exp 59,250 15,281 58,319 16,262 19,053 18,978 One Quail Place Rep Exp 367,594 405,280 335,312 1,714,255 719,108 412,017 Palm Village Rep Exp - 281,763 242,504 - 53,810 - 230,076 35,490 19,517 Pueblos Rep Exp 19,517 Sagecrest Replacement Exp 219,061 32,878 - - 70,680 Taos Palms Rep Exp - 32,813 55,458 32,880 - 29,114 TOTAL USES 10,713,474 12,674,183 10,439,791 6,539,871 10,946,497 15,976,231 Projects depend on availability o PALM DESERT HOUSING AUTH Fiscal Year 2036 2037 2038 TOTALS Sources Stipulation 9,431,832 9,620,468 9,812,876 204,570,847 SERAF Reimbursement 3,680,271 7,078,858 1,657,421 17,821,288 Note Payoff 6,787,629 Loan Payoffs 386,495 394,225 402,109 8,007,575 TOTAL SOURCES 13,498,598 17,093,551 11,872,406 237,187,339 Uses Administration 2,326,729 2,373,263 2,420,728 51,128,291 Programs - PDHA Net Operations Costs 498,928 508,906 519,084 10,653,407 ARR 346,918 353,856 360,933 7,407,599 HIP 39,422 40,211 41,015 841,773 Affordability Covenant Maint 39,422 40,211 41,015 841,773 Homebuyer Assistance 394,225 402,109 410,151 8,417,726 Projects - Carlos Ortega Villas Const - Indian Springs MHP Agreement 5,000,000 Developer Buy-down Subsidy Desert Pointe Rehabilitation 5,000,000 Las Serenas Expansion 22,250,000 Sagecrest Apartments Const 6,000,000 15 Acre Site Acquisition 2,250,000 15 Acre Site Development 20,500,000 Complex Acquisition 20,000,000 Rehab of Complex 10,000,000 5,000,000 30,000,000 NS Parkland Apts Const 15,000,000 Replacement Expenditures - California Villas Rep Exp 122,060 650,343 1,486,050 11,042,721 Candlewood Rep Exp 72,414 22,765 90,139 2,198,565 Carlos Ortega Rep Exp 182,557 32,499 33,474 3,518,771 Catalina Gardens Rep Exp 382,839 116,112 111,642 4,514,472 Desert Pointe Rep Exp 52,082 350,664 312,645 4,580,821 La Rocca Villas Rep Exp - 904,418 - 2,210,020 Laguna Palms Rep Exp - 2,002,394 41,299 3,876,607 Las Serenas Rep Exp 115,174 175,770 174,150 7,850,031 Las Serenas II Rep Exp 1,314,363 197,269 - 5,009,968 Neighbors Rep Exp 79,966 198,020 13,904 1,746,325 One Quail Place Rep Exp 520,337 926,067 405,683 18,657,647 Palm Village Rep Exp 546,159 1,730,222 15,141 4,581,267 Pueblos Rep Exp - 19,562 2,474 982,710 Sagecrest Replacement Exp 2,467 3,786 - 910,562 Taos Palms Rep Exp 78,412 38,609 11,960 1,582,981 TOTAL USES 17,114,474 16,087,059 6,491,489 278,554,036 Projects depend on availability o PALM DESERT HOUSING AUTHORITY Fiscal Year Assumptions Made Sources Prior Year Balance Forward Stipulation Based on Current Year Prop Tax(plus 2%annual increase)*20%,Less Debt Service SERAF Reimbursement Based on AB 1484,estimated funds available from repayment Note Payoff Based on Principal Amount Due and 2012 repayment Loan Payoffs Based on 10 Loan Payoffs @$25k/loan(offset by HBA Program below) TOTAL SOURCES Uses Administration Based on Five Year Average of Admin Costs plus 2%annual inc. Programs PDHA Net Operations Costs Based on Current Budget Net Ops plus 2%annual increase ARR Based on Current Budget plus 2%Annual Increase HIP Based on Current Budget plus 2%Annual Increase Affordability Covenant Maint Based on Current Budget plus 2%Annual Increase Homebuyer Assistance Based on Current Budget plus 2%Annual Increase(offset by Loan Payoffs) Projects(As required by Stipulation) Carlos Ortega Villas Const Based on Current Estimated Costs Indian Springs MHP Agreement Based on HOA Settlement Agreement dated 2/27/09 Developer Buy-down Subsidy Based on Bond Tax Certificate and Letter to SA re unspent proceeds. Desert Pointe Rehabilitation Based on Current Estimated Costs Las Serenas Expansion Based on 150 units @$150k/ea Sagecrest Apartments Const Based on Current Estimated Costs 15 Acre Site Acquisition Based on 15 Acres @$150k/acre 15 Acre Site Developme:7t Based on 100 SFH @$205k/unit(including subsidy) Complex Acquisition Based on recent asking price. Rehab of Complex Based on 300 units @$100k/unit NS Parkland Apts Const Based on 100 units @$150k/unit Replacement Expenditures Califomia Villas Rep Exp Based on Replacement Reserve Study by ARI Candlewood Rep Exp Based on Replacement Reserve Study by ARI Carlos Ortega Rep Exp Based on half Ca Villas Study. Catalina Gardens Rep Exp Based on Replacement Reserve Study by ARI Desert Pointe Rep Exp Based on Replacement Reserve Study by ARI La Rocca Villas Rep Exp Based on Replacement Reserve Study by ARI Laguna Palms Rep Exp Based on Replacement Reserve Study by ARI Las Serenas Rep Exp Based on Replacement Reserve Study by ARI Las Serenas II Rep Exp Based on(3 times)Laguna Palms Study. Neighbors Rep Exp Based on Replacement Reserve Study by ARI One Quail Place Rep Exp Based on Replacement Reserve Study by ARI Palm Village Rep Exp Based on Replacement Reserve Study by ARI Pueblos Rep Exp Based on Replacement Reserve Study by ARI Sagecrest Replacement Exp Based on half Laguna Palms Study Taos Palms Rep Exp Based on Replacement Reserve Study by ARI TOTAL USES BALANCE *Projects depend on availability of funding EXHIBIT 6 SETTLEMENT AND RELEASE AGREEMENT, CITY OF PALM DESERT, PALM DESERT REDEVELOPMENT AGENCY AND IS PALM DESERT,LP SETTLEMENT AND_RELEASE AGREEMENT Tins Si:ft LE MEN s f AND RELEASE AGREEMENT("Agreement")is made and entered into as _,2009 by and among THE CITY OF PALM DESERT,a municipal corporation ("Cit"). the PALM DESERT REDEVELOPMENT AGENCY, a public body,corporate and politic("Agency")and IS PALM DESERT, LP, a California limited partnership(successor-in- interest to INDiAN SPRINGS. LTD. ("Park Owner"). City. Agency and Park Owner are sometimes collectively referred to herein as the"Parties"and individually as a"Party". RECITALS A. Park Owner is the owner of that certain mobile home park("Park") located at 49- 305 State Highway 74, Palm Desert, California. B. On or about October 4, 2005, the Park Owner fled a Verified Petition For Writ of Mandamus to Compel Approval of Subdivision Map and Complaint For Inverse Condemnation ("Original Writ and Complaint")in the Superior Court of the County of Riverside,Case No. INC 053903 (the"Action"). On or about March 7, 2008,with respect to the Action, Park Owner filed a First Amended Verified Petition for Writ of Mandamus to Compel Approval of Subdivision Map and Complaint For Inverse Condemnation and Violation of Q 42 U.S.C. 1983 (collectively with the Original Writ and Complaint,"Complaint"). C. Park Owner has been involved in a number of disputes between it and the residents of the Park and the Indian Springs Mobile Home Park Homeowners' Association,a California nonprofit mutual benefit corporation("HOA")under the City's Mobilehome Rent Stabilization Ordinance and before the City's Mobile Home Park Rent Review Board (collectively. "Owner-Resident Disputes"). D. The Complaint together with any and all complaints,claims,defenses, causes of action,cross-complaints,answers and denials of the Parties against the other related to, arising from,in connection with,or involving the Action are collectively referred to herein as the "Disputes". E. This Agreement is entered into for the benefit of Park Owner,City and Agency. Except as provided herein. no third party shall have the right to make any claim or assert any right under this Agreement.and no third party shall be deemed a beneficiary of this Agreement. F. The Parties desire to settle the Disputes by entering into this Agreement. without admitting liability to one another. NOW. THEREFORE the Parties hereby agree as follows: TERMS AND CONDITIONS I. Conditions Precedent. The effectiveness of this Agreement is conditioned upon (i) the concurrent execution and delivery of the Park Owner-HOA Agreement and the City-HOA Agreement (each as defined under Section 21 hereof). and (ii)the adoption and issuance by the • D�Rt.v lin.ilCh Pdrl Ouncr twiccmcnl 211401'1;416011j City's rent control hoard ("Rent Control Board")of the Stipulated Agreement and Order(as defined in the Park Owner-HOA Agreement)(collectively,"Conditions Precedent"). 2. Obligations of the City. Upon satisfaction of the Conditions Precedent and execution and delivery of this Agreement by the Park Owner, and so long as the Park Owner is not in default of its obligations in this Agreement,City shall comply with the following: (a) Within thirty(30)days following City's receipt of a Park Owner Invoice (as defined below) for each calendar month, commencing February 1,2009("Commencement Date"),and continuing for each calendar month thereafter until the Monthly City Payments Termination Date(as defined below), the City shall pay to Park Owner$61.26 per resident lot ("Monthly City Payments")for each resident lot of the Park for which a deed transferring title to the buyer has not been recorded and for which a tenant is paying rent(collectively,"Unsold . Rent Paying Units"). A"Park Owner invoice"shall mean a written invoice prepared by Park Owner and delivered to the City certifying as to the number of Unsold Rent Paying Units. The Park Owner Invoice with respect to the Monthly City Payments for February 2009 is attached hereto as Exhibit A. The City shall continue to pay the Monthly City Payments pursuant to a Park Owner Invoice for each month during the period from the Commencement Date until the earlier of(i)the thirtieth(306)anniversary of the Commencement Date,or(ii)the date of the sale of the last of the resident lots in the Park evidenced by the recording of a deed transferring title to the buyer(as applicable, "Monthly City Payments Termination Date.The City shall set aside from its existing funds into a special account an amount,that the City reasonably deems to be sufficient to make all of the Monthly City Payments for such 30-year period. If the City fails to pay any Monthly City Payments within the 30-day period following receipt of a Park Owner Invoice,then a late payment charge equal to the lesser of five percent(5%)of the unpaid amount of the Monthly City Payments or the maximum amount permitted by applicable law shall be added to the amount of the Monthly City Payments for the month following the month pertaining to such unpaid sums and for each month thereafter until payment is received. The Parties acknowledge that such late payment charge is a reasonable amount in order to defray the expense incurred by Park Owner in handling and processing such delinquent payments and to compensate Park Owner for the loss of use of such delinquent payments. Monthly City Payments payable for less than a full calendar month shall be prorated based on a thirty(30)day month. (b) City shall deliver to the HOA a check in the amount of$86,000 made payable to the HOA("Settlement Payment") within ten(i0)days of the City's receipt of the Park Owner's Payment(as defined in Section 3(i) hereof). The Settlement Payment is subject to certain application restrictions as described under the terms of the Park Owner-HOA Agreement and the City-HOA Agreement. (c) City agrees to not interfere with or take action against conversion, subdivision or the sale of lots within the Park, nor cause or encourage any other governmental agency to do so. (d) City acknowledges and agrees that(i) Park Owner has already completed construction of a sewer system for the Park("Sewer System")as evidenced by that certain Activity Report dated November 14, 2008 regarding inspection issued by the California Department of Housing and Community Development , a copy of which is attached hereto as �11\1\1:v Iina1(ii Park()utter Agreement.0144N 14In1)1I I1 Exhibit B, and that certain completion and approval letter dated February 23, 2009 issued by the Coachella Valley Water District("Water District"), a copy of which is attached hereto as Exhibit C,(ii) the Sewer System replaces the septic tank sewer system at the Park and connects to the Water District's sewer line under Highway 74.(iii) Park Owner has abandoned all existing septic tanks, seepage pits and leach fields at the Park, and(iv)each mobilehome in the Park, whether vacant or occupied,and all common area buildings,have been connected to the Sewer System. (e) Within ten(10)days following the date of this Agreement, City shall deliver to Park Owner the City's written assignment of all right,title and interest of the City in and to certain prepaid per unit sewer hook-up fees(collectively,"Prepaid Sewer Hook-Up Fees") for the Park previously paid by the City to the Water District. The Prepaid Sewer Hook Up Fees represent payment in full of fees payable to the Water District for connecting all mobilehomes and buildings within the Park to the Water District's sewer line under Highway 74 and the Water District sewer system. The Prepaid Sewer Hook-Up Fees do not include Water District charges for engineering,inspection, plan check or any other similar fees. 3. Obligations of the Park Owner. Upon satisfaction of the Conditions Precedent and execution and delivery of this Agreement by the City and Agency,and so long as the City and Agency are not in default of their obligations in this Agreement, Park Owner shall comply with the following: (a) Within ten(10)days following the date that(i)the adoption and issuance of the Stipulated Agreement and Order by the Rent Control Board,or(ii)the City Council approves this Agreement,whichever is later,is no longer subject to appeal ("Expiration of Appeal Periods"), Park Owner shall file a dismissal with prejudice of all of Park Owner's claims in the Action. (h) The purchase price for each resident lot shall be its appraised fair market value less any applicable discount hereinafter described. Park Owner shall provide a discount equal to ten percent(10%)off of the appraised fair market value of each resident lot to Park residents who are extremely low,very low or low income households,within the meaning of those terms under California Health and Safety Code Sections 33000,et seq. (collectively, "Community-Redevelopment Law") if such resident purchaser(i)deposits into escrow an executed Park Owner and California Department of Real Estate("DRE")approved form of deposit receipt sales contract(which may be subject to financing contingencies) ("Approved Form Deposit Receipt/Sales Contract")regarding the purchase of his,her or their lot within thirty(30)days atter delivery of the final public report("Final Public Report") issued by the DRE pertaining to the subdivision of the Park: and(ii)has delivered to Park Owner a Resident's Waiver and Release of Claims(as defined in the Park Owner-HOA Agreement) in accordance with the terms and delivery requirements described under the Park Owner-HOA Agreement. Such discount shall be provided to resident purchasers that satisfy the foregoing requirements. regardless of when escrow closes and regardless of when funds, including, but not limited to,any \tobilehome Park Resident Ownership Program("M1PROP") funds,become available for such purchase. !)'I i.v final City P.A.()utter arre,tninl(I u40 t4Iu, Ij 1 3 V (c)• Park Owner shall provide a discount equal to five percent(5%)Off Of the appraised fair market value of each resident lot to any resident purchaser,regardless of income level, if such resident purchaser(i)deposits into escrow an executed Approved Form of Deposit Receipt/Sales Contract regarding the purchase of his, her or their lot within sixty(60)days after delivery of the Final Public Report issued by the DRE pertaining to the subdivision of the Park, and(ii)has delivered to Park Owner a Resident's Waiver and Release of Claims(as defined in the Park Owner-HOA Agreement)in accordance with the terms and delivery requirements described under the Park Owner-HOA Agreement. Such discount shall be provided to any resident purchasers that satisfy the foregoing requirements,regardless of when escrow closes and regardless of when funds, including,but not limited to,any MPROP funds, become available for such purchase. Notwithstanding the foregoing,this discount shall not be available to any resident who receives the discount benefit described under Section 3(b)above. (d) For Park residents that(i)are"persons or families of low or moderate income"(as defined in Section 33000 et seq. of the California Health and Safety Code), (ii)enter into escrow to purchase their space,and(iii)deliver to Park Owner an executed Resident's Waiver and Release of Claims(as defined in the Park Owner-HOA Agreement) in accordance with the terms and delivery requirements described under the Park Owner-HOA Agreement, Park Owner shall provide such residents with seller financing secured by the resident's mobilehome and lot(each a"Seller Financing Loan")at an interest rate of three percent(3%) per annum,with interest only payments payable every six(6)months,so long as the monthly amount of such interest only payments plus homeowners' association("HOA")dues do not exceed the resident's most recent total amount of monthly rent payments for the subject space. If the monthly amount of such interest only payments plus HOA dues exceeds the resident's most recent total amount of monthly rent payments for the subject space,then there shall be no requirement for interest only payments every six(6)months and all accrued interest together with unpaid principal and any other charges shall be payable in full at maturity or earlier pursuant to the terms of the Seller Financing Loan. The total amount of Seller Financing Loans made available by Park Owner to eligible residents shall not exceed the maximum aggregate principal amount of$5,000,000("Maximum Aggregate Seller Financing Amount"). Park Owner shall have no obligation to make a Seller Financing Loan to a Park resident, unless in addition to satisfaction of the requirements set forth in clauses(i)and(ii)of this Section 3(d), the Park resident shall (x)have delivered by not later than two(2)years after the close of escrow for the sale of the first resident lot at the Park a completed and executed loan application on a form prescribed by Park Owner("Application Delivery Deadline"), and(y)have satisfied Park Owner's reasonable borrower qualification requirements for obtaining a Seller Financing Loan. Notwithstanding anything to the contrary herein. Park Owner shall not he required to make any Seller Financing Loans which would cause the resident's purchase transaction to generate insufficient cash to satisfy release price payment requirements under any then existing financing secured by the Park or to pay Park Owner's closing costs related to the purchase transaction. The principal amount of each Seller Financing Loan to a resident shall he determined by Park Owner in its sole discretion. Each Seller Financing Loan provided to a Park resident will he fully due and payable upon the earlier of(a)twenty(20)years. (h)the sale, transfer, lease or encumbrance of the resident's space without Park Owner's consent. (e)when the resident ceases to occupy their space as their principal residence, or(d)when there is a resident default which is not cured after notice and during the applicable cure period. jI)'1�t.v lin;d(lty Par4.1)uner.\grccnu•m 112111l'l 1.411, l Il 4 (c) if both an Agency Financing Loan and a Seller Financing Loan are secured by the same resident mobilehome and lot, then the aggregate loan payments under both loans shall not result in loan payments which exceed the Affordable Housing Cost(as defined in Section 4(c)below) for forty-five(45)years after taking into account other costs of ownership. If both an Agency Financing Loan and a Seller Financing Loan are secured by the same resident mobilehome and lot, then Park Owner shall cooperate with Agency in determining the principal amount. monthly payments and amortization under both loans in order that the loans do not result in loan payments which exceed the Affordable Housing Cost(as defined in Section 4(c) below). (t) Each Seller Financing Loan shall be exclusive of MPROP financing, Agency Financing Loans(as defined under Section 4(a)below)or other governmental funding made available to Park residents for the purchase of their space at the Park. Any Agency deed of trust recorded against a mobilehome and lot securing an Agency Financing Loan shall be senior and prior to any deed of trust recorded against such mobilehome and lot securing a Seller Financing Loan. (g) Anything to the contrary herein notwithstanding,given the Maximum Aggregate Seller Financing Amount and the Maximum Aggregate Agency Financing Amount, Park Owner shall cooperate with Agency so as to determine the priority of residents who will receive Seller Financing Loans and Agency Financing Loans from the pool of residents who satisfy the qualification and eligibility requirements described in this Section 3 and the qualification and eligibility requirements described in Section 4 below. (h) Park Owner shall comply with the requirements described under Section 2(a)of the Park Owner-HOA Agreement regarding tiling of further applications,claims or actions opposing rent increase denials,decisions of the Rent Control Board,seeking hardship and fair return rent increases and seeking capital improvement increases related to the Sewer • System. (i) Park Owner shall deliver to City a check in the amount of $43,000 made payable to the City("Park Owner's Payment")within ten(10)days following the Expiration of the Appeal Period. The Park Owner's Payment is Park Owner's share of the Settlement Payment from the City to the HOA: The Settlement Payment is subject to certain application restrictions as described under the terms of the Park Owner-HOA Agreement. (j) By not later than one(1)year after the Application Delivery Deadline, Park Owner shall deliver written notice to Agency(i)that Park Owner has identified the maximum number of Seller Financing Loans that Park Owner has made or plans to make to Park residents who have elected to purchase their lots. (ii) that except for Park Owner's identified maximum number of Seller Financing Loans already made or that Park Owner plans to make that no further Seller Financing Loans will he made to residents of the Park who have elected to purchase their lots. and(iii)that provides the total dollar amount of the Maximum Aggregate Seller Financing Amount with respect to Seller Financing Loans made or that Park Owner plans to make(collectively. "Notice of Seller Financing Cap"). I1)\I\t+i,IinalCll I'.ii t)'•uxr.\grecmcntt2,i4rni;4lt'DII; 5 (k) Notwithstanding anything to the contrary herein, Park Owner shall have no obligation to provide the Park resident benefits as described in this Section 3 as well as any of the Park resident benefits as described in the Park Owner-HOA Agreement to any Park resident who has filed or threatened to tile any legal or administrative action, proceeding or claim against Park Owner, except for Park residents who have executed and delivered to Park Owner a Resident's Waiver and Release of Claims(as defined in the Park Owner-HOA Agreement)by the Resident Waiver and Release Deadline(as defined in the Park Owner-HOA Agreement)and who have not before the close of their escrow filed or threatened to file any legal or administrative action, proceeding or claim against Park Owner. 4. Agency Obligations. Upon satisfaction of the Conditions Precedent and execution and delivery of this Agreement by the Park Owner, and so long as the Park Owner is not in default of its obligations in this Agreement, Agency shall comply with the following: (a) For Park residents who are extremely low, very low or low income households(within the meaning of those terms under the Community Redevelopment Law)that submit to the Agency by not later than the Application Delivery Deadline a fully completed and executed loan application on a form prescribed by the Agency, Agency(or at its election Agency acting through an agent)shall determine which residents shall be offered purchase-money financing by Agency secured by the resident's mobilehome and lot(each an"Agency Financing Loan"). Agency shall make Agency Financing Loans that do not exceed the lesser of(i)the maximum aggregate principal amount of$5,000,000,or(ii)the total amount of Seller Financing Loans on a dollar-for-dollar basis made by Park Owner(as applicable,"Maximum Aggregate Agency Financing Amount"). Agency shall have no obligation to make an Agency Financing Loan to a Park resident who does not satisfy the Affordable Housing Costs requirements(as defined in Section 4(c)below). Agency Financing Loans shall not be made to moderate income households,but only to extremely low,very low and low income households(in the order of priority as determined by Agency). (b) If both an Agency Financing Loan and a Seller Financing Loan are secured by the same resident mobilehome and lot, then the aggregate loan payments under both loans shall not result in loan payments which exceed the Affordable Housing Cost(as defined in Section 4(c)below) for forty-five(45)years after taking into account other costs of ownership. if both an Agency Financing Loan and a Seller Financing Loan are secured by the same resident mobilehome and lot,then Agency shall cooperate with Park Owner in determining the principal amount, monthly payments and amortization under both loans in order that the loans do not result in loan payments,after taking into account other costs of ownership, which exceed the .Affordable Housing Cost(as defined in Section 4(c) below). (c) If, pursuant to the Notice of Seller Financing Cap,the total amount of the Seller Financing Loans exceeds the total amount of the Agency Financing Loans already made and there are no more qualified applicants to whom Agency Financing Loans can he made in compliance with applicable law and in accordance with the definition of"affordable housing cost" contained in Health and Safety Code Section 50052.5, as amended from time to time, atter taking other ownership costs into consideration ("Affordable Housing Cost"), then, within ten (I0)days of Agency's receipt of the Notice of Seller Financing Cap. Agency shall deliver written notice to Park Owner of such depletion of qualified applicants("Notice of Depletion of !Dmm a final C'rt} Kat Wrier.\gr neat a-ua!!v 141 6 Qualified Applicants"). In such event, Agency shall use up to the Maximum Aggregate Agency Financing Amount less the cumulative total of Agency Financing Loans made by the Agency under this Agreement, hut in no event more than the amount by which the total of the Seller Financing Loans exceeds the total of the Agency Financing Loans,to purchase resident lots from the Park Owner occupied by extremely low, very low or low income households(in that order of priority as determined by Agency) at the same non-discounted price offered to residents. Agency's purchase of resident lots from Park Owner shall be all cash purchases with thirty(30) day escrows. Agency shall open escrow to purchase such resident lots within ten(10)days after delivery of the Notice of Depletion of Qualified Applicants. Agency's purchase of a resident lot shall be made subject to the terms of any existing resident lease or rental agreement regarding such resident lot, and purchase of such resident lot shall otherwise be in accordance with the Park Owner's form of purchase documents approved by the DRE. (d) The Agency Financing Loans shall: (i)be made in accordance with applicable law and used to achieve an Affordable Housing Cost after taking other ownership costs into consideration;(ii)include a recorded 45 year affordability covenant,(iii)be made at an interest rate of three percent(3%)per annum with interest to accrue and not be paid until maturity, and (iv)be fully due and payable upon the earlier of(A) forty-five(45)years, (B)the sale,transfer, lease or encumbrance of the resident's space without Agency's consent,(C)when the resident ceases to occupy their space as their principal residence,or(D)when there is a resident default which is not cured after notice and during the applicable cure periods. (e) Anything to the contrary herein notwithstanding,given the Maximum Aggregate Seller Financing Amount and the Maximum Aggregate Agency Financing Amount, Agency shall cooperate with Park Owner so as to determine the priority of residents who will receive Seller Financing Loans and Agency Financing Loans from the pool of residents who satisfy the qualification and eligibility requirements described in Section 3 above and the qualification and eligibility requirements described in this Section 4. (t) Each Agency Financing Loan shall be exclusive of MPROP financing, Seller Financing Loans(as defined under Section 3(d)above)or other governmental funding made available to Park residents for the purchase of their space at the Park. Any Agency deed of trust recorded against a mobilehome and lot securing an Agency Financing Loan shall be senior and prior to any deed of trust recorded against such mobilehome and lot securing a Seller Financing Loan. 5. Releases of Liability. (a) Upon execution and delivery of this Agreement by the Parties, and upon fulfillment of the Conditions Precedent, except with respect to any claim of a violation of this Agreement, the Park Owner-HOA Agreement or the City-HOA Agreement. the Parties release and forever discharge each other and their predecessors, successors,heirs, assigns,agents. affiliated and parent companies, and each of them, and each past or present. direct or indirect, partner, parent,subsidiary, division or affiliated entity or corporation,and each past or present employee. agent. representative, attorney, accountant,officer,director, stockholder,member. manager. and all persons acting hy.through, under or in concert with them. or any of them. from any and all claims, demands, actions. causes of action, suits,debts. liens. contracts, liabilities, �(Y�tti1 ai tin:d C'm Pnrl Uuner tereemenr 1)204 J' 14In ill I f 7 releases,costs, remedies(including but not limited to punitive damages, treble damages, statutory penalties and restitution), expenses or losses of any type,whether known or unknown, fixed or contingent, from the beginning of time to the present,arising out of or related to the Complaint, the Action and the Disputes. (b) Consistent with the foregoing,the Parties expressly and voluntarily waive and relinquish all rights and benefits under Section 1542 of the California Civil Code if in any way applicable to this Agreement. Section 1542 of the California Civil Code provides as follows: GENERAL RELEASE CLAIMS EXTINGUISHED: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WiTH THE DEBTOR. The Parties acknowledge in that connection that they may have sustained damages, losses,costs or expenses that are presently unknown and unsuspected,and that such damages, losses, costs or expenses as may have been sustained may give rise to additional damages, losses,cost or expense in the future. Nevertheless,the Parties acknowledge that this Agreement has been negotiated and agreed upon in light of this situation and expressly waive any and all rights which they may have under Section 1542 of the California Civil Code,or any other state or federal statute or common law principle of similar effect,to the extent applicable, if at all. (c) Each Party acknowledges that it has received the advice of legal counsel with respect to the aforementioned waiver and understands the terms thereof. 6. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their legal representatives,successors and permitted assigns, including, without limitation,to a new owner of the Park or any part thereof. 7. Enforcement Of Agreement. The Parties agree that, notwithstanding dismissal of the Action, the Court will retain jurisdiction to enforce this Agreement pursuant to California Code of Civil Procedure section 664.6, including the right to recover attorneys' fees incurred by way of seeking enforcement of the Agreement. 8. Reference Procedure. The Parties hereby agree to resolve all disputes with respect to any of the terms or conditions of this Agreement pursuant to the provisions of California Code of Civil Procedure §§638 through 645.1, subject to the following procedures: (a) The Parties shall agree upon a single referee who shall then try all issues, whether of fact or law, and report a finding and judgment thereon. If the Parties are unable to agree upon a referee within ten (Itt)days after a written request to do so by any Party, then any Party may thereafter seek to have a referee appointed pursuant to Califrnia Code of Civil Procedure §§638 and 640; j D`t t1 ai final Cal. Park(hkner Agnrment r12tr40P,3416111 1 I 8 (h) The Parties agree that the referee shall have the power to decide all issues of fact and law and report his'her decision thereon, and to issue all legal and equitable relief appropriate under the circumstances of the controversy before hinv'her;provided, however, that to the extent the referee is unable to issue and/or enforce any such legal and equitable relief, either Party may petition the court to issue and/or enforce such relief on the basis of the referee's decision; (c) Discovery shall be afforded to the Parties in accordance with Code of Civil Procedure§§ 2016.010 et. seq.; (d) The California Evidence Code rules of evidence,the California Code of Civil Procedure and the California Rules of Court shall apply to the conduct of the hearing, examination of witnesses and presentation of evidence at the trial; (e) Any Party desiring a stenogaphic record of the trial may secure a court reporter to attend the trial; provided, the requesting Party notifies the other Parties of the request and pays for the costs incurred for the court reporter; (f) The referee shall issue a written statement of decision which shall be reported to the court in accordance with California Code of Civil Procedure§643 and mailed promptly to the Parties; (g) Judgment may be entered on the decision of the referee in accordance with California Code of Civil Procedure §644,and the decision may be excepted to,challenged and appealed according to law; (h) The Parties shall promptly and diligently cooperate with one another and the referee,and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof; and (i) The cost of such proceeding, including but not limited to the referee's fees,shall initially be borne equally by the Parties to the dispute or controversy. However, the prevailing Party in such proceeding shall be entitled, in addition to all other costs,to recover its contribution for the cost of the reference and its reasonable attorneys' fees as items of recoverable costs. 9. Remedies. In the event of a default under this Agreement,all or any one or.more of the rights, powers, privileges and other remedies available to a Party under this Agreement or at law or in equity(including,hut not limited to, injunctive relief) may he exercised at any time and from title to time as permitted by applicable law. 10. Headings. Section headings or captions contained in this Agreement are used for reference only and shall not he deemed to govern, limit,or extend the terms of this Agreement. I I. Entire Agreement. All prior and contemporaneous conversations,negotiations, possible and alleged agreements, representations, covenants and warranties by and between the Parties concerting the subject matter hereof-other than those referred to herein are merged �D\111ai.lm a ( P.ui.( t Agtermcnt'CUJuy14lnn1I 9 •herein. This is an integrated agreement. This Agreement shall not he altered, amended, modified,or otherwise changed except by a writing duly signed by all the Parties hereto. 11. Independent Advice of Counsel. The Parties represent and declare that in executing this Agreement they relied solely upon their own judgment, belief and knowledge. and • the advice and recommendations of their own independently selected counsel,concerning the nature. extent and duration of their rights and claims, and that they have not been influenced to any extent whatsoever in executing the same by any representations or statements by one Party to the other not expressly contained or referred to in this Agreement. 13. Severability, If any provision of this Agreement or the application thereof to any Party or circumstance is held to be invalid or unenforceable, if such provision is not material to the basic intent of this Agreement, the remaining provisions of this Agreement and the application of such provisions to other Party or circumstances, shall not be affected thereby,the provisions of this Agreement being severable in any such instance. 14. Fees and Costs Incurred. The Parties shall bear their own attorneys' fees and costs incurred with respect to this Ageement. 15. Further Necessary Action. The Parties, without further consideration,agree to execute and deliver such other documents and take such other action as may be necessary to carry out the intent of this Ageement. 16. Drafter. No provision, principle,or other concept of law or equity wherein the terms and conditions of an agreement are interpreted against the Party who drafted the agreement shall have any application to this Ageement. 17. Warranty Of Authorization. The Parties warrant and represent that they are competent and authorized to enter in this Ageement. Each Party represents and warrants that it - has taken all necessary action for the execution and delivery of this Agreement, including,as to the City and Agency's execution and delivery of this Agreement,all City and Agency authorizations required from the City Council and Agency Board, respectively approving the terms of this Agreement. 18. No Assignment. The Parties warrant and represent that they have not assigned, transferred or disposed of any right,title or interest in the Action or the Disputes. 19. Counterparts. This Agreement may be executed in one or more counterparts, and each set of duly delivered identical counterparts which includes all signatories shall he deemed to be one original document. 20. Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of California. 21. Other Settlement and Release Agreements; Third Party Beneficiaries. This Agreement is being entered into simultaneously with that certain Settlement and Release Agreement dated as of even date herewith by and among the Park Owner,the HOA and the HOA Directors. a copy of which is attached hereto as Exhibit D( 'Park Owner-HOA Agreement") It)\111.1/finel(itp Palk(lunrrhgrcrmriqu'tl4ugt4It,i} I and that certain Settlement and Release Agreement dated as of'even date herewith by and among the City and the HOA and the HOA Directors, a copy which is attached hereto as Exhibit E ("City-11OA Agreement"). Notwithstanding anything to the contrary herein, this Agreement shall he of no force or effect until, and is contingent upon,the execution and delivery of the Park Owner-HOA Agreement and the City-HOA Agreement by the parties thereto. The Parties acknowledge and agree that the Park Owner-HOA Agreement and the City-HOA Agreement shall be of no farce or effect until the Parties execute and deliver this Agreement. The HOA and HOA Directors shall be a third-party beneficiary of the provisions of this Agreement benefiting HOA and the HOA Directors, the City and Agency shall be third-party beneficiaries of the provisions of the Park Owner-I lOA Agreement benefiting the City and Agency, and the Park Owner shall he a third-party beneficiary of the provisions of the City-HOA Agreement benefiting the Park Owner. Except as described in this Section 21, this Agreement is made and entered into for the sole benefit of the Parties.and no other person or entity shall have any rights or remedies under this Agreement. There are no third party beneficiaries to this Agreement except as described under this Section 21. 22. No Admission of Liability. This Agreement represents the settlement and compromise of disputed claims,and nothing contained in this Agreement shall be construed as an admission of liability or of any fact regarding the Action. • AIM.v final(n Pol(Nowt•\ rremeni tj 14U a I ) • IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. CITY OF PALM DESERT. a municipal corporation By: lOt. I.2 Robert A. Spiegel. M' or PALM DESERT REDEVELOPMENT AGENCY, a public body,corporate and politic By: ee,f,Y. Robert A. Spiegel,C irm IS PALM DESERT, LP, a California limited partnership By; Goldstein Properties, Inc., a California corporation Its General Partner By: James Goldstein, President • • (f)\t\1.vlin.d(m I'arks)uncr.\gri'u.rncnt.C.:(u4u1r 1416niI I 02-26-09 06:04pm From- T-815 P 005/010 F-830 IN WITNESS WHEREOF,the Parties hereto have executed this Ag eemmt as of the date first above written. CITY OF PALM DESERT, a municipal corporation By: Robert A. Spiegel,Mayor PALM DESERT REDEVELOPMENT AGENCY, a public body,corporate and politic By: Robert A. Spiegel,Chairman IS PALM DESERT,LP, a California limited partnership By; Goldstein Properties,Inc-, a California corporation Its Gene Partner By: James Goldstein,President Ltit.zet6927(3_3.DOC/ 1J409/3416.1t1) 12 EXHIBIT A ISee Attached February 2009 Park Owner Invoice) !IA111.tilin.dln P.1(1% u110 -1git:CM:tlr'414,!4141h"I 1113 A IS Palm Desert, LP c/o James & Associates 255 N. El Cielo, Ste. 140-28 Palm Springs, CA 92262 February I, 2009 INVOICE To: City of Palm Desert("City") Redevelopment Agency 73-510 Fred Waring Drive Palm Desert,CA 92260-0611 Attn: V. Tapia,Accountant Re: February 2009 Invoice for Sewer Rent Increase Monthly Payment Pursuant to Park Owner—City Settlement Agreement dated February 27, 2009 As of the date hereof, there are 190 unsold resident lots in the mobilehome park, located at 49-305 State Highway 74, Palm Desert, California, for which a tenant is paying rent. The City monthly payment for February 2009 is $11,639.40($61.26 x 190) ("Monthly City Payment"). If the City fails to pay the Monthly City Payment within 30 days following receipt of this invoice, then a late payment charge equal to the lesser of 5%of the unpaid amount or the maximum amount permitted by applicable law shall be added to the Monthly City Payment for the following month and for each month thereafter until payment is received. The parties have acknowledged that such late payment charge is a reasonable amount in order to defray the expense incurred by the park owner in handling and processing such delinquent payment(s)and to compensate park owner for the loss of use of such delinquent payment(s). All payments are to be made payable to IS Palm Desert, LP and delivered to the address first set forth above. IDMM:az1702(15_I.D00O22509 14IN 0(rJ EXHIBIT B ISee Attached HCD Activity Report Dated November 14.20081 (mmtai Iin:d(." P.iiLO n„ \g; ct .rtU_I4( 14fi f11I'I fIRI F l3 4 a STATE OF CALIFORNIA—BUSWESS,TRANSPORTATION AND HOUSING AGENCY DEPA1lTMENT USE ONLY + 44‘ DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FILE DENTIFICATION .. igt '; DIVISION OF CODES AND STANDARDS CPT/ASSIGN/AMU FAC.D i 33-0405 ACTMTY REPORT LABOR DATA Date 11/14/08 Repoli by Jackie Feagle AREA OFFICES DR D 73 nATE (]d____a PCMACT COOF MP-UCI ARE* S Applicant NADER QO$ORSI set 1 tro.sm Blvd. r'n 33 inn TR to Es 50 Ammon 17621 IRVINE BLVD STE 210,TUSTIN PS on Sea�s rue*4sNACT 10.0 1R 2.5 INDIAN SPRINGS slial2-1407 NSPECnow DATA: AdNi4(I y Sf otltat yin above) TiL die 252501• 0 TIME REPORT ONLY 49305 HWY 74 PALM DESERT ® Asee 14 WEAL INSPECTION a IEWsPECTION soubsiw SAME 3737 Mein Street I HOMEIUNTT I FLOORS Owner a caw Bun claw*) Sulfa 400 IeM+elde,CA*2501 VIOLATION DATA: Address Tel.ISoM 782-4420 TOTAL 0, MP TENANT s _F S IX P o/O—NP 41/KiltmE of ktP0tA f: Iciieckee I✓)is appropnaT j ® INSPECTION RECORD ONLY MN ALTERATION TYPE: O INFORMATION ONLY AC a ACC o ROOF o FP 0 0 0 ❑ NOTICE OF VIOLATION AND RELATED INFORMATION This sport provides notice THwaPARTY moterotvdO: of violations of the Callan*Health and Safety Code,Division 13 or the Caifa is Code of Regulations, OM a HQ o IP a DO IS a TIM 26,Division 1,Chapter Sections kidded. Copies of the reQulatlons may be obtained from DAA IPIANs /COMPLY Barcteys Law Publishers,P.O.Bat 3066,South San Francisco,CA 94063-3066. MP INSPECTION DATA: Mplslion s indicated shall be corrected and a eaten request for hither inspection filed with the Area Me BUI/F0L_MI4 LOT RV LOT_AS indicated above on or betons . The request for inspection ahsi be EN INSPECTION DATA accompanied bya minimum use of i• o ACTIVE 0 INACTIVE A panne ahai be obtained from the Ares Office idsntltisd above for work to correct Items)I um CAP P CAP OCc If you believe INS spat bee been issued in error or is factually incorrect,please canted Ow Area 8FD DORy Numv O Super war at the Area Oflbs Masted abeam FEE ACCOUNTING: IAIS'CL I CU UNI1 IUtld I U-lL:a I NN: c ou 5185296 Typo al t 1 *seals Dowd So FIT Veal Na aASI ` Yaw Beat AMMOAMMOr�nM Mrepetur%Ye end Modd wsolligh HIA LABEL.or FICD NelOere N4 opal UMW or V.L N. £TTACSren arc I n INSPECTION RESULTS OR INFORMATION: Conducted an under construction inspection at above listed site for the installation of a new park sewer system,and to determine compliance with Title 25, California Code of Regulations,and approved plans. Inspection from 10-29-08 through today covered construction at noted locations. Inspections revealed; trenching and installation of PVC SDR 35 sewer laterals to curb and PVC SCH 40 to and under mobilehomes to mobilehome sewer drain outlet and clubhouse is complete. All sewer installation is now completed. Septic tank are to be pumped to removed sewer,and tanks to be back filled as noted on approved plans. RECEIVED BY TITLE DEPARTMENTAL USE ONLY: Action: 0 Close File 0 Relrspection Required ® Prcl)ress Inspection Required 0 Enforcement Action Needed 0 Otfw SEND COPIES TO: 0 Recipient 0 Owner 0 SAA 0 OL 0 Other SUPERVISOR REVIEW DATE COPIES SENT BY DATE met ptw.oelael PAGE 1 of 1 EXHIBIT C ISee Attached Water District Completion and Approval Letter Dated February 23, 20091 • I!N1m:v lii (its I'erg thtiler 41r01I l;XHll3l I IIl AT E R ESTABLISHED IN 1918 AS A PUBLIC AGENCY AV O!STRICI COACHELLA-VALLEY WATER DISTRICT POST OFFICE BOX 1058•COACHELLA,CALIFORNIA 92236•TELEPHONE(760)398-2651•FAX(760)398-3711 OFFICERS: UIRECTORB. STEVEN B.ROBBINS. PETER NELSON.SON,VICE GENERAL MANAGER•CHEEF ENGINEER TELLIS C A.LAg5GN,VICE PRESIDENT MARK BROILER. Vv. CDDEKAS ASST.GENERAL MANAGER RUSH ELL KITUDEN ASV FERNANDEZ,SECRETARY HUSSELL KITAHARA February 23,2009 DAN PARKS.ASST,TO GENERAL MANAGER REDWINE AND SHERRILL.ATTORNEYS File: 0721.1 C . James&Associates 255 North El Cielo, Suite 140#28 Palm Springs,CA 92262 Ladies and Gentlemen: 0 Subject: Indian Springs Mobile Home Park,Palm Desert Parcel Map 31862.Inspection No.7700 We are pleased to report and acknowledge your project to have achieved 100%completion. D At 100%the Coachella Valley Water District recognizes your project to be acceptable and approved for final as of January 21,2009. Should you have any questions please contact me at(760)398-2651,extension 3539. • Yours very truly, V ifilda,4121"4.4....- ./...-- Roland Bustamante Chief Inspector cc: Foresight Engineering Civil Engineering and Land Surveying 17621 Irvine Blvd.,Suite 210 Tustin,CA 92780 Rvs:pAp287m77ooppro o0 TRUE CONSERVATION USE WATER WISELY L EXHIBIT D (See Attached Park Owner— DOA Agreement! 11\roa/final('n. Palk(hanrt - jeeriEil 4'lv 410,011;EXIIIBI1 I) SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT(hereinafter,"Agreement")is made and entered into as of February 27,2009 by and between THE INDIAN SPRINGS MOBILE HOME PARK HOMEOWNERS' ASSOCIA'flON,a California nonprofit mutual benefit corporation ("HOA"),A MAJORITY OF THE CURRENT BOARD MEMBERS OF THE HOA (collectively,"HOA Directors")and IS PALM DESERT,LP,a California limited partnership (successor-in-interest to INDIAN SPRINGS,LTD.)("Park Owner"). HOA,IIOA Directors and Park Owner are sometimes collectively referred to herein as the"Parties"and singularly as a"Party". RECITALS A. Park Owner is the owner of that certain mobile home park("Park")located at 49- 305 State Highway 74, Palm Desert,California. B. The HOA,HOA Directors and residents of the Park have made claims that the Park's rental charges are in violation of the rent control ordinances of the City of Palm Desert ("City"),including,without limitation,claims that the Park Owner has overcharged residents for rent(collectively,"HOA Claims"). The HOA has filed applications pertaining to the HOA Claims("HOA Applications")with the City's rent control board("Rent Control Board"). C. Park Owner has made claims concerning Park Owner's rights to hardship,fair return and capital improvement rent increases at the Park(collectively,"Park Owner Claims"). Park Owner has filed applications pertaining to the Park Owner Claims("Park Owner Applications")with the Rent Control Board. The HOA Claims and Park Owner Claims are collectively referred to herein as the"Claims". Each of the HOA Applications and the Park Owner Applications(collectively referred to herein as the"Applications")are listed in that certain Stipulated Agreement and Order of the Rent Review Commission dated February 2009("Stipulated Agreement and Order"),a true and correct copy of which is attached hereto as Exhibit A. D. Except for any rights,remedies,claims,causes of action,disputes or contentions of certain Park residents pertaining to the issue of rent overcharge and roll back of rents with respect to units described under Section IV(AX4)of the Stipulated Agreement and Order (collectively,"Section IV(AX4)Claims"),the Claims and Applications together with any and all rights, remedies,causes of action,disputes,contentions,other claims and denials of the Parties against the other related to,arising from, in connection with,or involving the Claims and Applications are collectively referred to herein as the"Disputes". E. This Agreement is entered into for the benefit of the Parties. The Parties agree that the intent and purpose of this Agreement is to facilitate conversion of the Park. Except as provided herein. no third party shall have the right to make any claim or assert any right under this Agreement,and except as provided herein no third party shall be deemed a beneficiary of this Agreement. lIJMM adIn7128.6112.301188416011 1 I F. The Parties are now desirous of settling the Disputes and any and all claims associated therewith by entering into this Agreement,without admitting liability to one another. Therefore,the Parties hereby agree as follows: TERMS AND CONDITIONS I. Conditions Precedent. The effectiveness of this Agreement is conditioned upon (i)the concurrent execution and delivery of the Park Owner-City Agreement and the City-HOA Agreement(each as defined under Section 19 hereof),and(ii)the adoption and issuance by the Rent Control Board of the Stipulated Agreement and Order(collectively,"Conditions Precedent"). 2. Obligations of the Park Owner. Upon fulfillment of the Conditions Precedent, execution and delivery of this Agreement by the HOA and HOA Directors,and so long as the HOA and HOA Directors are not in default of the HOA and HOA Directors'obligations hereunder,Park Owner shall comply with the following terms and conditions: (a) From and after the date of this Agreement,Park Owner shall(A)not file any Waived Applications(as defined below)with the Rent Control Board,or file any claims or actions in any court of law or in any other legal or administrative tribunal or forum opposing rent increase denials or decisions of the Rent Control Board pertaining to Park Owner Applications (collectively,"Waived Applications and Claims Requirements"),and(B)comply with the Stipulated Agreement and Order pertaining to withdrawal of certain Park Owner Applications (collectively,"Application Withdrawal Requirements"). "Waived Applications"shall mean (i)all CPI rent increase notices or applications filed by Park Owner with the Rent Control Board prior to November 1,2009,(ii)all sewer-related capital improvement components of rent increase applications filed by Park Owner with the Rent Control Board,and(iii)any hardship and fair return rent increase applications filed with the Rent Control Board prior to September 30,2010("Conversion Deadline"). Notwithstanding the foregoing,Park Owner shall continue to have the right to seek CPI rent increases pursuant to applicable rent control ordinances of the City(so long as the annual CPI rent increase effective date is set for November 1 or later of each year),including seeking a CPI rent increase effective as of November 1,2009 or later and a CPI increase effective as of November 1,2010 or later and annually thereafter if the close of escrow for the sale of the first unit of the Park(hereinafter described as the"Conversion")has not occurred by such rent increase effective date. The CPI rent increase effective as of November 1, 2009 shall be computed based on the base rent for August 1,2008 and use of the CPI-W of March 2008,and Park Owner shall remain bound by same including if the Conversion does not occur by the Conversion Deadline. Notwithstanding anything to the contrary herein,Park Owner shall continue to have all rights to file and/or pursue applications and claims and to take such legal and administrative actions as Park Owner deems appropriate in its sole discretion in connection with the Section IV(AX4)Claims,and Park Owner shall not be deemed to have waived or forfeited any such rights pertaining to the Section IV(AX4)Claims(except as provided under Section IV(AX4)of the Stipulated Agreement and Order). (h) For Park residents that arc"persons or families of moderate income"(as defined in Section 50093 of the California I Iealth and Safety Code)("Moderate Income Persons")who choose to continue to rent their space and to not purchase their lot within the 90- I )MMaV/167128 N123008i14160111 2 day right of first refusal period provided under California Government Code Section 66459, Park Owner agrees that their base rent shall be increased in equal annual increases over a five(5)year period to market rent, instead of the four(4)year period provided under state law,provided such Park residents have delivered to Park Owner by not later than ninety(90)days following the date that this Agreement has been executed and delivered by the Parties and the City-HOA Agreement and the Park Owner-City Agreement has been executed and delivered by the parties thereto("Resident Waiver and Release Deadline")an executed waiver and release,which is substantially identical in form and content to the waiver and release attached hereto as Exhibit B, and which includes a waiver and release of any and all claims of such resident against Park Owner pertaining to such resident's rental or lease agreement including any Section IV(AX4) Claims and any claims that such resident has been overcharged for rent in violation of applicable law,and which also includes a California Civil Code Section 1542 waiver and release regarding any and all such claims(collectively,"Resident's Waiver and Release of Claims"). The Park resident benefits described in this subsection shall also extend to Park residents who have made Section IV(AX4)Claims and who are Moderate Income Persons,so long as such Park residents execute and deliver to Park Owner a Resident's Waiver and Release of Claims that includes without limitation a dismissal and release of all Section IV(AX4)Claims by not later than the Resident Waiver and Release Deadline. Notwithstanding anything to the contrary herein,Park Owner agrees that any Resident's Waiver and Release of Claims delivered to Park Owner by the Resident Waiver and Release Deadline shall be of no force and effect if the Conversion does not occur by the Conversion Deadline; provided,however,if the Conversion occurs after the Conversion Deadline,Park Owner shall have the right to condition each Park resident's eligibility for benefits as described in under this Section 2(b)and(e)and under the Park Owner- City Agreement with execution and delivery of a Resident's Waiver and Release of Claims. • (c) Park Owner shall deliver to the City a check in the amount of$43,000 made payable to the City within ten(10)days following the date that the adoption and issuance of the Stipulated Agreement and Order by the Rent Control Board,and the date that the City Council approves the Park Owner-City Agreement,whichever is later,are no longer subject to appeal. Pursuant to the terms of a City-HOA Agreement(as defined under Section 19 hereof), the City has agreed to match such payment and then to pay to the HOA the total sum of$86,000 (collectively,the"Settlement Payment")within ten(10)days of the City's receipt of aforementioned sums from Park Owner. The Settlement Payment is subject to certain application restrictions as described.under Section 3(a)hereof. (d) For Park residents under rental agreements who choose to continue to rent their space, Park Owner agrees that such residents shall have the right to sublet their space and lease their mobilehome as one unit,provided such sublease and lease is for a term of not less than six(6)months'duration. (e) In addition to the benefits to be provided to Park residents by Park Owner as described herein,Park Owner shall provide the seller financing and sales discount benefits as described under Section 3 of the Park Owner-City Agreement(as defined under Section 19 hereof). (f) Notwithstanding anything to the contrary herein, Park Owner shall have no obligation to provide the Park resident benefits as described in Section 2(b)and(e)hereof as 11)MM at/16712R_W 1230(11U 4116 0111 3 well as any of the Park resident benefits as described in the Park Owner-City Agreement(as defined under Section 19 hereof)to any Park resident who has filed or threatened to file any legal or administrative action,proceeding or claim against Park Owner,except for Park residents who have executed and delivered to Park Owner a Resident's Waiver and Release of Claims by the Resident Waiver and Release Deadline(provided,however,execution and delivery by the Resident Waiver and Release Deadline shall not apply in the event the Conversion does not occur by the Conversion Deadline as described in the last sentence under Section 2(b))and who have not before the close of their escrow filed or threatened to file any legal or administrative action,proceeding or claim against Park Owner. 3. Obligations of the HOA and HOA Directors. Upon fulfillment of the Conditions Precedent,execution and delivery of this Agreement by Park Owner,and so long as Park Owner is not in default of Park Owner's obligations hereunder,the HOA and HOA Directors shall comply with the following terms and conditions: (a) All funds from the Settlement Payment(as defined in Section 2(d)above) shall be deposited into a separate bank account for the HOA(not being commingled with any other HOA funds)("Settlement Funds Account")and shall be used by the HOA and the HOA Directors for the benefit of the Park and the HOA;provided,however,the HOA and the HOA Directors shall not apply funds from the Settlement Payment,or any part thereof,to pay for,fund or reimburse,directly or indirectly,the HOA's or the HOA Directors' past,present or future attorneys' fees or costs pertaining to the Disputes,nor to reimburse any third party who may have paid for or funded,or have agreed to pay for or fund,any attorneys' fees or costs pertaining to the Disputes. Park Owner shall have the right to request an accounting of the Settlement Funds Account,not more frequently than once annually,upon Park Owner's written request delivered via federal express,professional courier or certified mail/return receipt requested to the then president of the HOA or to the HOA's mailing address. In the event of such request,the HOA and the 1-(OA Directors shall,within thirty(30)days of receipt of such request by the then president of the HOA or delivery of such request to the HOA's mailing address,deliver to Park Owner financials,receipts and appropriate documentation evidencing application of the Settlement Payment funds deposited into the Settlement Funds Account. If a dispute shall arise between Park Owner and the HOA regarding the HOA's compliance with the aforementioned restrictions regarding application of the Settlement Payment funds,or regarding the HOA's failure to deliver financials,receipts and appropriate documentation evidencing application of the Settlement Payment,then Park Owner shall have the right to have such dispute resolved by the reference procedure as described under Section 6 below. (b) The BOA and the BOA Directors shall not interfere with,nor take any actions to delay,the conversion of the Park,including,but not limited to, from and after the date hereof, filing any applications with the Rent Control Board which may interfere with or delay the conversion of the Park. The Parties acknowledge and agree that the Section IV(A)(4)Claims shall not be deemed to be a violation of the requirements of this subsection. (DMM uJ 167128_W 123008/3416 0111 4 4. Release of Liability. (a) Upon execution and delivery of this Agreement by the Parties,and upon fulfillment of the Conditions Precedent,except with respect to any claim of a violation of this Agreement,the City-HOA Agreement or the Park Owner-City Agreement,the Parties release and forever discharge each other and their predecessors,successors,heirs,assigns,agents, affiliated and parent companies, and each of them,and each past or present,direct or indirect, partner,parent,subsidiary,division or affiliated entity or corporation,and each past or present employee,agent,representatives attorney,accountant,officer,director,stockholder,member, manager,and all persons acting by,through,under or in concert with them,or any of them, from any and all claims,demands,actions,causes of action,suits,debts,liens,contracts,liabilities, releases,costs,remedies(including but not limited to punitive damages,etreble o�ogee. statutory penalties and restitution),expenses or losses of any type, r unknown, fixed or contingent,from the beginning of time to the present,arising out of or related to the Claims and the Disputes. (b) Consistent with the foregoing,the Parties expressly and voluntarily waive and relinquish all rights and benefits under Section 1542 of the California Civil Code if in any way applicable to this Agreement. Section 1542 of the California Civil Code provides as follows: GENERAL RELEASE CLAIMS EXTINGUISHED; A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Parties acknowledge in that connection that they may have sustained damages,losses,costs or expenses that are presently unknown and unsuspected,and that such damages,losses,costs or expenses as may have been sustained may give rise to additional damages, losses,cost or expense in the future. Nevertheless,the Parties acknowledge that this Agreement has been negotiated and agreed upon in light of this situation and expressly waive any and all rights which they may have under Section 1542 of the California Civil Code,or any other state or federal statute or common law principle of similar effect,to the extent applicable, if at all. (c) Each Party acknowledges that it has received the advice of legal counsel with respect to the aforementioned waiver and understands the terms thereof. 5. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto,their legal representatives,successors and permitted assigns, including,without limitation,to a new owner of the Park or any part thereof. As used above, `legal representative"means,without limitation,any executor,trustee, receiver,attorney-in-fact or agent of a Party. 11)MM adlh7128 H123008/FI16.0111 5 6. Reference Procedure. The Parties hereby agree to resolve all disputes with respect to any of the terms or conditions of this Agreement pursuant to the provisions of California Code of Civil Procedure §§638 through 645.1,subject to the following procedures: (a) The Parties shall agree upon a single referee who shall then try all issues, whether of fact or law,and report a finding and judgment thereon. If the Parties are unable to agree upon a referee within ten (10)days after a written request to do so by any Party,then any Party may thereafter seek to have a referee appointed pursuant to California Code of Civil Procedure §§638 and 640; (b) The Parties agree that the referee shall have the power to decide all issues of fact and law and report his/her decision thereon,and to issue all legal and equitable relief appropriate under the circumstances of the controversy before him/her,provided,however,that to the extent the referee is unable to issue and/or enforce any such legal and equitable relief, either Party may petition the court to issue and/or enforce such relief on the basis of the referee's decision; (c) Discovery shall be afforded to the Parties in accordance with Code of Civil Procedure§§2016.010 et. seq.; (d) The California Evidence Code rules of evidence,the California Code of Civil Procedure and the California Rules of Court shall apply to the conduct of the hearing, examination of witnesses and presentation of evidence at the trial; (e) Any Party desiring a stenographic record of the trial may secure a court reporter to attend the trial;provided,the requesting Party notifies the other Parties of the request aid pays for the costs incurred for the court reporter, (f) The referee shall issue a written statement of decision which shall be reported to the court in accordance with California Code of Civil Procedure§643 and mailed promptly to the Parties; (g) Judgment may be entered on the decision of the referee in accordance with California Code of Civil Procedure§644,and the decision may be excepted to,challenged and appealed according to law; (h) The Parties shall promptly and diligently cooperate with one another and the referee,and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof;and (i) The cost of such proceeding,including but not limited to the referee's fees,shall initially be borne equally by the Parties to the dispute or controversy. However,the prevailing Party in such proceeding shall be entitled, in addition to all other costs, to recover its contribution for the cost of the reference and its reasonable attorneys' fees as items of recoverable costs. 7. Remedies. In the event of a default under this Agreement,all or any one or more of the right.~, powers.privileges and other remedies available to a Party under this Agreement or �I)MM.ad167128 6/12100S/341h0111 6 at law or in equity(including,but not limited to, injunctive relief)may be exercised at any time and from title to time as permitted by applicable law. 8. Headings. Section headings or captions contained in this Agreement are used for reference only and shall not be deemed to govern, limit,or extend the terms of this Agreement. 9. Entire Agreement. All prior and contemporaneous conversations,negotiations, possible and alleged agreements,representations,covenants and warranties by and between the Parties concerning the subject matter hereof other than those referred to herein are merged herein. This is an integrated agreement. This Agreement shall not be altered,amended, modified,or otherwise changed except by a writing duly signed by all the Parties hereto. 10. Independent Advice of Counsel. The Parties represent and declare that in executing this Agreement they relied solely upon their own judgment,belief and knowledge,and the advice and recommendations of their own independently selected counsel,concerning the nature,extent and duration of their rights and claims,and that they have not been influenced to any extent whatsoever in executing the same by any representations or statements by one Party to the other not expressly contained or referred to in this Agreement. 11. Severability. If any provision of this Agreement or the application thereof to any Party or circumstance is held to be invalid or unenforceable,if such provision is not material to the basic intent of this Agreement,the remaining provisions of this Agreement and the application of such provisions to other Party or circumstances,shall not be affected thereby,the provisions of this Agreement being severable in any such instance. 12. Fees and Costs Incurred. The Parties shall bear their own attorneys' fees and costs incurred with respect to this Agreement. 13. Further Necessary Action. The Parties,without further consideration,agree to execute and deliver such other documents and take such other action as may be necessary to carry out the intent of this Agreement. 14. Drafter. No provision,principle,or other concept of law or equity wherein the terms and conditions of an agreement are-interpreted against the Party-who drafted the agreement shall have any application to this Agreement. 15. Warranty Of Authorization. The Parties warrant and represent that they are competent and authorized to enter in this Agreement. Each Party represents and warrants that it has taken all necessary action for the execution and delivery of this Agreement,including,with respect to the 11OA's execution and delivery of this Agreement,all authorizations required from the HOA members,officers and board. 16. No Assienment. The Parties warrant and represent that they have not assigned, transferred or disposed of any right, title or interest in the Claims or the Disputes. 17. Counterparts. This Agreement may be executed in one or more counterparts, and each set of duly delivered identical counterparts which includes all signatories shall be deemed to be one original document. jroom WI6712X 6/1231M11/14Ih.011j 7 18. Governing!Law. This Agreement shall be governed by,interpreted and construed in accordance with the laws of the State of California. 19. Other Settlement and Release Agreements:Third Party Beneficiaries. This Agreement is being entered into simultaneously with that certain Settlement and Release Agreement dated as of even date herewith by and among the City,the 11OA and the HOA Directors,a copy of which is attached hereto as Exhibit C("City-HOA Agreement")and that certain Settlement and Release Agreement dated as of even date herewith by and among the Park Owner,City and Agency.a copy which is attached hereto as Exhibit D("Park Owner-City Agreement"). Notwithstanding anything to the contrary herein,this Agreement shall be of no force or effect until,and is contingent upon,the execution and delivery of the City-HOA Agreement and the Park Owner-City Agreement by the parties thereto. The Parties acknowledge and agree that the City-HOA Agreement and the Park Owner-City Agreement shall be of no force or effect until the Parties execute and deliver this Agreement. The City and Agency shall be a third-party beneficiary of the provisions of this Agreement benefiting City and Agency,the HOA and HOA Directors shall be third-party beneficiaries of the provisions of the Park Owner- City Agreement benefiting the IIOA and HOA Directors,and the Park Owner shall be a third- party beneficiary of the provisions of the City-HOA Agreement benefiting the Park Owner. Except as described in this Section 19,this Agreement is made and entered into for the sole benefit of the Parties,and no other person or entity shall have any rights or remedies under this Agreement. There are no third party beneficiaries to this Agreement except as described under this Section 19. [signatures on the following page] I>MM.a,I61I IA_MI I]IM>A/1416 01 I( g IN WITNESS WHEREOF.the Parties hereto have executed this Agreement as of the date first above written. HOA: kko ov�.yt\'°1 Not3il.-� r,nk taa.1� THE INDIAN SPRINGS HOMEOWNERS' ASSOCIATION,a California nonprofit mutual benefit corporation By: am il LiLjd Name: -re f-l.e•J./a.. Title: '',e s• a....T. By: Name: Title: HOA Directors: .....47.4.4;e.4.). "C.:-/Igg--0-.} Print Name: U/ o7-.r4c'4w.r'�os-s' Sca. Print Name: I@iuq[,p Print Name:_F___�, ., r e-A ePLor------ Print Name: ice' ( a Print Name: /I 4 vi m l.,,r t...6 Print Name:edit/ ' aci so'V cp, Print Nam • pt.Vlk! (3�$rr Print Name: [signatures continued on following pageI low tu)I671211 wl23()&14I 01 I( 9 02-26-02 06:03pm From- T-AIS P.003/010 F-830 Park Owner: IS PALM DESERT,LP. a California limited partnership By; Goldstein Properties,Inc., a California corporation Its General Partner • By: James Goldstein,President rD a/167:28 6 D001230010416.011) 10 EXHIBIT E 'See Attached City—HOA Agreement' (AIM a,Im a1(Ilt Palk Ohrnn 1gRonent'12f 4119 1416 0111 EX 11113 FF 1: • SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement(hereinafter,"Agreement") is made and entered into as of�- , �- __. 2009 by and between THE INDIAN SPRINGS MOBILE HOME PARK HOMEOWNERS' ASSOCIATION,a California nonprofit mutual benefit corporation("HOA"), A MAJORITY OF THE CURRENT DIRECTORS OF THE HOA(collectively, "HOA Directors")and THE CITY OF PALM DESERT ("City"). HOA, HOA Directors and City are sometimes collectively referred to herein as the"Parties"and singularly as a"Party". RECITALS A. Park Owner is the owner of that certain mobile home park("Park") located at 49-305 State Highway 74, Palm Desert,California. B. The HOA, HOA Directors on behalf of the Residents of the Park have made claims that the Park's rental charges are in violation of the rent control ordinances of the City of Palm Desert("City"), including, without limitation, claims that the Park Owner has overcharged residents for rent(collectively, "HOA Claims"). The HOA has filed applications pertaining to the HOA Claims("HOA Applications") with the City's rent control board("Rent Control Board"). C. Park Owner has made claims concerning Park Owner's rights to hardship, fair return and capital improvement rent increases at the Park(collectively,"Park Owner Claims"). Park Owner has filed applications pertaining to the Park Owner Claims ("Park Owner Applications")with the Rent Control Board.The HOA Claims and Park Owner Claims are collectively referred to herein as the"Claims". Each of the HOA Applications and the Park Owner Applications(collectively referred to herein as the "Applications")are listed in that certain Stipulated Agreement and Order of the Rent Review Commission dated , 2009("Stipulated Agreement and Order"), a true and correct copy of which is attached hereto as Exhibit A. D. Except for any rights,remedies, claims, causes of action,disputes or contentions of certain Park residents pertaining to the issue of rent overcharge and roll back of rents with respect to units described under Section IV(A)(4)of the Stipulated Agreement and Order(collectively. "Section IV(A)(4)Claims"),the Claims and Applications together with any and all rights. remedies. causes of action, disputes. contentions,other claims and denials of the Parties against the other related to, arising from, in connection with,or involving the Claims and Applications are collectively referred to herein as the"Disputes". E. City is the Respondent Defendant in a lawsuit tiled by Park Owner challenging certain actions of the City taken with respect to the Park. tiled in Indian Springs, Ltd.,a Calitbrnia Limited Partnership v. City of Palm Desert_, a Municipal Corporation. et al.. Case No. INC 053903 ("the Lawsuit"). P(4UI-l{O i19x07%I.dnc F. This Agreement is entered into for the benefit of City, HOA and HOA Directors. Except as provided herein, no third party shall have the right to make any claim or assert any right under this Agreement, and except as provided herein no third party shall be deemed a beneficiary of this Agreement. G. The Parties are now desirous of settling the Disputes and any and all claims associated therewith by entering into this Agreement, without admitting liability to one another, and the City is desirous of settling the Lawsuit. Therefore,the Parties hereby agree as follows: TERMS AND CONDITIONS 1. Conditions Precedent. The effectiveness of this Agreement is conditioned upon (i)the concurrent execution and delivery of the Park Owner-HOA Agreement and the City-Owner Agreement (each as defined under Section 19 hereof), and(ii) the adoption and issuance by the City's rent control board("Rent Control Board")of the Stipulated Agreement and Order(as defined in the Park Owner-HOA Agreement) (collectively,"Conditions Precedent"). 2. Obligations of the City. Upon fulfillment of the Conditions Precedent, and execution and delivery of this Agreement by the HOA and HOA Directors,and so long as the HOA and HOA Directors are not in default of the HOA and HOA Directors' obligations hereunder,City shall comply with the following terms and conditions: (a) Upon receipt of the S43,000 payment from Park Owner to City as specified in the Park City-Owner Agreement,City shall pay to HOA the sum of$86,000, to be used solely and exclusively for the benefit of the Park and the Association, and shall in no event be used to pay attorneys' fees, litigation expenses or other expenses incurred in connection with HOA, HOA Directors or Park residents in litigation or administrative proceedings against City or Park Owner. In any event,if payment is not made by the Park Owner immediately upon the deadline for Park Owner to make payment to the City pursuant to Section 3(i)of the Park Owner-HOA agreement as defined in Section 19 hereof, the City shall within 5 days of that deadline make payment for the City's portion in the amount of$43,000 to the HOA Directors. (b) City shall pay for an updated appraisal of the Park by an MAI recognized appraisal for the FMV of each space/lot in the Park, including the Fair Market Rent estimation on each space/lot in the Park and. the aggregate FMV of the common areas(pool/greenbelts/clubhouse. etc.)of the property and, an estimate of the Fair Market Rent of the spaces/lots. (c) City's Redevelopment Agency shall provide purchase loan assistance in a total sum of S5.000,000 to Park residents who are of Low. Very Low or Extremely Low income as defined in Section 50093 of the Health and Safety Code. in accordance with the terms set forth in Section 4(a)of the City-Owner Agreement as defined in Section 19 hereof. 1,63nl-In35 I I I9807vI.doc -2- y (d) In the event City or City's Redevelopment Agency purchases any lot from Park Owner in accordance with Section 4(c)of the City-Owner Agreement as defined in Section 19 hereof, City or Agency shall continue to rent to the Park resident who lawfully occupies such lot in accordance with the applicable law and the HOA/Park Owner Agreement as defined in Section 19 hereof on the same terms as Park Owner would be required to do so were Park Owner still the owner of such lot. 3. Oblinations of the HOA and HOA Directors. Upon fulfillment of the Conditions Precedent,execution and delivery of this Agreement by Park Owner, and so long as Park Owner is not in default of Park Owner' obligations hereunder, the HOA and HOA Directors shall comply with the following terms and conditions: (a) All funds from the Settlement Payment(as defined in Section 2(d) above)shall be used by the HOA and the HOA Directors for the benefit of the Park and the HOA; provided,however, the HOA and the HOA Directors shall not apply funds from the Settlement Payment,or any part thereof,to pay for,fund or reimburse,directly or indirectly,the HOA's or the HOA Directors' past,present or future attorneys' fees or costs pertaining to the Disputes, nor to reimburse any third party who may have paid for or funded,or have agreed to pay for or fund, any attorneys' fees or costs pertaining to the Disputes(collectively,"HOA Attorneys' Fees and Costs"). City shall have the right to request an accounting of the Settlement Funds Account, not more frequently than once annually, upon City's written request delivered via federal express,professional courier or certified mail/return receipt requested to the then president of the HOA or to the HOA's mailing address. In the event of such request,the HOA and the HOA Directors shall,within thirty(30)days of receipt of such request by the then president of the HOA or delivery of such request to the HOA's mailing address,deliver to the City financials, receipts and appropriate documentation evidencing application of the Settlement Payment funds deposited into the Settlement Funds Account. If a dispute shall arise between City and the HOA regarding the HOA's compliance with the aforementioned restrictions regarding application of the Settlement Payment funds,or regarding the HOA's failure to deliver financials,receipts and appropriate documentation evidencing application of the Settlement Payment.then City shall have the right to have such dispute resolved by the reference procedure as described under Section 6 below. (b) The HOA and the HOA Directors shall not interfere with, nor take any actions to delay.the conversion of the Park. including,but not limited to from and after the date hereof. filing any applications with the Rent Control Board which may interfere with or delay the conversion of the Park. The Parties acknowledge and agree that the Section IV(A)(4)Claims shall not be deemed to be a violation of the requirements of the subsection. 4. Release of Liability. (a) Except for with respect to any rights. remedies. claims, causes of action. disputes,or contentions of certain Park residents pertaining to the issue of rent overcharge and roll back of rents with respect to units described under Section IV(A)(4) of the Stipulated Agreement and Order upon execution and delivery of this Agreement by P6401-I0.i 5 11 19x07 I.doe -3- the Parties,except with respect to any claim of a violation of this Agreement, the Parties release and forever discharge each other and their predecessors. successors, heirs, assigns,agents, affiliated and parent companies, and each of them. and each past or present,direct or indirect, partner.parent, subsidiary,division or affiliated entity or corporation, and each past or present employee,agent, representative,attorney, accountant.officer,director. stockholder, member, manager. and all persons acting by. through, under or in concert with them,or any of them, from any and all claims. demands,actions, causes of action,suits,debts, liens, contracts, liabilities,releases, costs. remedies(including but not limited to punitive damages, treble damages, statutory penalties and restitution), expenses or losses of any type, whether known or unknown, fixed or contingent, from the beginning of time to the present, arising out of or related to the Claims and the Disputes. (b) Consistent with the foregoing,the Parties expressly and voluntarily waive and relinquish all rights and benefits under Section 1542 of the California Civil Code if in any way applicable to this Agreement. Section 1542 of the California Civil Code provides as follows: GENERAL RELEASE CLAIMS EXTINGUISHED: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Parties acknowledge in that connection that they may have sustained damages, losses, costs or expenses that are presently unknown and unsuspected,and that such damages. losses,costs or expenses as may have been sustained may give rise to additional damages, losses,cost or expense in the future. Nevertheless,the Parties acknowledge that this Agreement has been negotiated and agreed upon in light of this situation and expressly waive any and all rights which they may have under Section 1542 of the California Civil Code,or any other state or federal statute or common law principle of similar effect, to the extent applicable, if at all. (c) Each Party acknowledges that it has received the advice of legal counsel with respect to the aforementioned waiver and understands the terms thereof. 5. Binding Agreement. This Agreement shall he binding upon and inure to the benefit of the Parties hereto, their legal representatives,successors and permitted assigns, including, without limitation. to a new owner of the Park or any part thereof As used above. "legal representative"means. without limitation. any executor. trustee, receiver. attorney-in-fact or agent of a Party. 6. Reference Procedure. The Parties hereby agree to resolve all disputes with respect to any of the terms or conditions of this Agreement pursuant to the P(,4UI-It135 1IIY4u7%I doc -4- .4 provisions of California Code of Civil Procedure §§ 638 through 645.1.subject to the following procedures: (a) The Parties shall agree upon a single referee who shall then try all issues. whether of fact or law, and report a finding and judgment thereon. If the Parties are unable to agree upon a referee within ten(10)days after a written request to do so by any Party, then any Party may thereafter seek to have a referee appointed pursuant to California Code of Civil Procedure§§ 638 and 640; (b) The Parties agree that the referee shall have the power to decide all issues of thct and law and report his/her decision thereon,and to issue all legal and equitable relief appropriate under the circumstances of the controversy before him/her; provided, however,that to the extent the referee is unable to issue and/or enforce any such legal and equitable relief, either Party may petition the court to issue and/or enforce such relief on the basis of the referee's decision; (c) Discovery shall be afforded to the Parties in accordance with Code of Civil Procedure §§ 2016.010 et.seq.; (d) The California Evidence Code rules of evidence,the California Code of Civil Procedure and the California Rules of Court shall apply to the conduct of the hearing, examination of witnesses and presentation of evidence at the trial; (e) Any Party desiring a stenographic record of the trial may secure a court reporter to attend the trial; provided,the requesting Party notifies the other Parties of the request and pays for the costs incurred for the court reporter; (f) The referee shall issue a written statement of decision which shall be reported to the court in accordance with California Code of Civil Procedure§643 and mailed promptly to the Parties; (g) Judgment may be entered on the decision of the referee in accordance with California Code of Civil Procedure§644,and the decision may be excepted to, challenged and appealed according to law; (h) The Parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof; and (i) The cost of such proceeding. including but not limited to the referee's fees. shall initially be borne equally by the Parties to the dispute or controversy. However, the prevailing Party in such proceeding shall be entitled. in addition to all other costs. to recover its contribution for the cost of the reference and its reasonable attorneys' fees as items of recoverable costs. 7 Remedies. In the event of a default under this Agreement. all or any one or more of the rights. powers. privileges and other remedies available to a Party under I'h4o in35 I1I9807,1.doc -5- , . • this Agreement or at law or in equity(including.but not limited to, injunctive relief)may he exercised at any time and from title to time as permitted by applicable law. 8. Headings. Section headings or captions contained in this Agreement are used for reference only and shall not be deemed to govern, limit,or extend the terms of this Agreement. 9. Entire Agreement. All prior and contemporaneous conversations, negotiations,possible and alleged agreements,representations,covenants and warranties by and between the Parties concerning the subject matter hereof other than those referred to herein are merged herein. This is an integrated agreement. This Agreement shall not be altered,amended, modified,or otherwise changed except by a writing duly signed by all the Parties hereto. 10. Independent Advice of Counsel. The Parties represent and declare that in executing this Agreement they relied solely upon their own judgment, belief and knowledge,and the advice and recommendations of their own independently selected counsel,concerning the nature,extent and duration of their rights and claims,and that they have not been influenced to any extent whatsoever in executing the same by any representations or statements by one Party to the other not expressly contained or referred to in this Agreement. 1 l. SeverabilitY. If any provision of this Agreement or the application thereof to any Party or circumstance is held to be invalid or unenforceable, if such provision is not material to the basic intent of this Agreement, the remaining provisions of this Agreement and the application of such provisions to other Party or circumstances, shall not be affected thereby, the provisions of this Agreement being severable in any such instance. 12. Fees and Costs Incurred. The Parties shall bear their own attorneys' fees and costs incurred with respect to this Agreement. 13. Further Necessary Action. The Parties,without further consideration, agree to execute and deliver such other documents and take such other action as may be necessary to carry out the intent of this Agreement. 14. Drafter. No provision, principle, or other concept of law or equity wherein the terms and conditions of an agreement are interpreted against the Party who drafted the agreement shall have any application to this Agreement. 15. Warranty Of Authorization. The Parties warrant and represent that they are competent and authorized to enter in this Agreement. Each Party represents and warrants that it has taken all necessary action for the execution and delivery of this Agreement. including, with respect to the HOA's execution and delivery of this Agreement. all authorizations required from the HOA members. officers and hoard. P6411 I-I0 I I I9$07 I.doc -6- • I • 16. No Assignment. The Parties warrant and represent that they have not assigned. transferred or disposed of any right.title or interest in the Claims or the Disputes. 17. Counterparts. This Agreement may be executed in one or more counterparts,and each set of duly delivered identical counterparts which includes all signatories shall be deemed to be one original document. 1 R. Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of California. 19. Other Settlement and Release Agreements;Third Party Beneficiaries. This Agreement is being entered into simultaneously with that certain Settlement and Release Agreement dated as of even date herewith by and among the Park Owner,the HOA and the HOA Directors,a copy of which is attached hereto as Exhibit C("Park Owner-HOA Agreement"); that certain Settlement and Release Agreement dated as of even date herewith by and among the Park Owner and City,a copy of which is attached hereto as Exhibit D("Park Owner-City Agreement")and that certain"Stipulated Agreement and Order of the Rent Review Commission"("Stipulated Findings"),copies of which are attached hereto as Exhibits"A"and"B,"respectively. Notwithstanding anything to the contrary herein,this Agreement shall be of no force or effect until,and is contingent upon,the execution and delivery of the Park Owner-HOA Agreement and the Park Owner-City Agreement by the parties thereto. The Parties acknowledge and agree that the Park Owner-HOA Agreement and the Park Owner-City Agreement shall be of no force or effect until the Parties execute and deliver this Agreement. The Park Owner shall be a third-party beneficiary of the provisions of this Agreement benefiting Park Owner,the HOA and HOA Directors shall be third-party beneficiaries of the provisions of the Park Owner-City Agreement benefiting the HOA and HOA Directors, and the City and the Agency shall be a third-party beneficiaries of the provisions of the Park Owner- HOA Agreement benefiting the City. Except as described in this Section 19,this Agreement is made and entered into for the sole benefit of the Parties, and no other person or entity shall have any rights or remedies under this Agreement. There are no third party beneficiaries to this Agreement except as described under this Section 19. [signatures on following page] P64Ol-1U35 1110117\I do -7- } • IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. HOA: 41109 mass Lors csepr c THE INDIAN SPRINGS HOMEOWNERS' ASSOCIATION,a California nonprofit mutual benefit corporation By: �.�•�- Q111 . a Name: P7— Title: 01.s 0/ r _•T By: Name: Title: HOA Directors: /7r .d 162 /.e1L,rl t-44G7 C CGrY+ 1 `,Tex, ►1 0artdrr• rc' (iJico_bb �.A1-v/Pt) .Duch se le P6401-1035`I119507v1.doc -8- IN WITNESS WHEREOF. the Parties hereto have executed this Agreement as of the date first above written. - HOA: THE INDIAN SPRINGS HOMEOWNERS' ASSOCIATION,a California nonprofit mutual benefit corporation By: Name: Title: By: Name: Title: HOA Directors: CITY OF PALM DESERT a municipal corporation By: Robert A. Spiegel. a I'(401-11)35 III9tW%I d11c -8- OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: ADOPT RESOLUTON NO. OB- 018 DIRECTING THE TRANSFER OF ASSETS IDENTIFIED IN THE HOUSING ASSETS LIST FROM THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TO THE PALM DESERT HOUSING AUTHORITY SUBMITTED BY: Janet M. Moore, Director of Housing DATE: October 8, 2012 CONTENTS: Resolution No. OB- 01s Housing Assets List (Exhibit A to the resolution) DOF Letter (Exhibit B to the resolution) Notice of Posting Recommendation That the Oversight Board adopt Resolution No. OB- 018 directing the transfer of assets identified in the Housing Assets List from the Successor Agency to the Palm Desert Redevelopment Agency ("Successor Agency") to the Palm Desert Housing Authority ("Authority"), together with related responsibilities, powers, duties and obligations associated with the housing activities of the former Redevelopment Agency. Executive Summary When the Palm Desert Redevelopment Agency ("Agency") was dissolved, the Agency possessed housing assets which are described on the Housing Assets List, (Exhibit A to the attached resolution). In February of 2012 the Palm Desert City Council designated the Authority as the successor housing entity and transferred the housing responsibilities previously performed by the Agency to the Authority. Pursuant to AB 1484, the Authority submitted a Housing Assets List to State Department of Finance ("DOF") indicating the 'assets' to be transferred to the Authority. On August 31, 2012, the DOF notified the Authority (Exhibit B) that DOF does not object to any of the assets identified on the Housing Assets List. The attached resolution directs the transfer of assets, described in the Housing Assets List, from the Successor Agency (interim holder of the assets) to the Authority, together with related responsibilities, powers, duties and obligations associated with the housing activities of the former Redevelopment Agency. Staff Report—Oversight Board Transfer of assets identified in the Housing Assets List October 8, 2012 Page 2 of 3 Discussion Upon dissolution of the Palm Desert Redevelopment Agency on February 1, 2012 pursuant to AB X1 26, the Successor Agency to the Palm Desert Redevelopment Agency was created to wind-down the Agency's activities. As such, and pursuant to Health and Safety Code Section 34176(b), the City Council of the City of Palm Desert (the "City") adopted a resolution electing that the City not retain the responsibility for performing housing functions previously performed by the former Agency, and determining that all of the assets, as allowed by law, and all rights, powers, liabilities, duties, and obligations associated with the housing activities of the former Agency be transferred to the Palm Desert Housing Authority. Health and Safety Code Section 34177(g) directs the Successor Agency to effectuate transfer of housing functions and assets to the appropriate housing entity, in this case the Palm Desert Housing Authority. Health and Safety Code Section 34181(c) provides that the Oversight Board of the Successor Agency (the "Oversight Board") shall direct the Successor Agency to transfer housing responsibilities and all rights, powers, duties, and obligations, to the designated entity. Health and Safety Code Section 34176(a)(2) then directs the designated entity, the Authority, to submit to the State Department of Finance (the "DOF") a list of all housing assets (the "Housing Assets List"), including any assets transferred between February 1, 2012 and the date on which the Housing Assets List is created. Health and Safety Code Section 34176(e) defines "housing asset" as any asset that meets one of the following criteria: 1. Any real property, interest in, or restriction on the use of real property, whether improved or not, and any personal property provided in residences, including furniture and appliances, all housing-related files and loan documents, office supplies, software licenses, and mapping programs, that were acquired for low and moderate income housing purposes, either by purchase or through a loan, with any source of funds; 2. Any funds that are encumbered by an enforceable obligation to build or acquire low and moderate income housing as defined in the Community Redevelopment Law (the "CRL") unless required in the bond covenants to be used for repayment purposes of the bond; 3. Any loan or grant receivable, funded from the Low and Moderate Income Housing Fund (the "LMIH Fund"), from homeowners, homebuyers, nonprofit or for profit developers, and other parties that require occupancy by persons of low or moderate income as defined by the CRL; 4. Any funds derived from rents or operation of properties acquired for low and moderate income housing purposes by other parties that were financed with any source of funds, including residual receipt payments from developers, conditional grant repayments, cost savings and proceeds from refinancing, and principal and interest payments from homebuyers subject to enforceable income limits; 5. A stream of rents or other payments from housing tenants or operators of low and moderate income housing financed with any source of funds that are used to maintain, operate, and enforce the affordability of housing or for enforceable obligations associated with low and moderate income housing; or G:\HOUSING\PATTY LEONUMM\STAFF REPORT\OVERSIGHT BOARD\TRANSFER OF ASSETS 10-8-2012\OSB-SR-TRANSFER OF HOUSING ASSETS 10-08-12.DOC Staff Report-Oversight Board Transfer of assets identified in the Housing Assets List October 8, 2012 Page 3 of 3 6. Repayments of loans from the LMIH Fund (e.g., a loan used to make a SERAF payment) or LMIH Fund deposits which had been deferred as of the effective date of AB X1 26. At the time of the dissolution, the Agency possessed housing assets which are described on the Housing Assets List, included as Exhibit A to the attached resolution. They included the rental properties operated by the Authority, the rent stream from the Authority properties, the covenants and assistance loans on for-sale developments, the home improvement program loans, the properties acquired in Desert Rose and Falcon Crest, the loans to developers for affordable housing and the SERAF advance to the Agency, etc. The Authority submitted the Housing Assets List to DOF on July 31, 2012. DOF had 30 days from receipt of the Housing Assets List to object to any of the assets or transfers of assets identified on the Housing Assets List. On August 31, 2012, DOF notified the Housing Authority (Exhibit B) that DOF does not object to any of the assets identified on the Housing Assets List. The attached resolution directs the transfer from the Successor Agency to the Housing Authority of the assets described on the Housing Assets List, together with related responsibilities, powers, duties and obligations associated with the housing activities of the former Redevelopment Agency. Pursuant to Health and Safety Code Sections 34179(f) and 34181(f), notice of this action was posted on the Successor Agency's website on September 26, 2012. Fiscal Analysis There is no fiscal impact for the actual transfer. Operational costs for the Housing Authority to take over the housing responsibilities are identified on the Recognized Obligation Payment Schedule through June 2013, however, coverage for future operational costs will be submitted with each future payment schedule for review by the DOF. Submitted by: Fin e Department: -_1 W)71 (k/Ve Jan M. Moore, Director of Housing aul Gi s n, Director of Finance P*IZALWBY BOARD ON o-�-tom` ) ,. � ppro 411110 VERIFIED BY Original on file with City Clerk's Office • n M. Wohlmuth, Executive Director G:\HOUSING\PATTY LEONUMM\STAFF REPORT\OVERSIGHT BOARD\TRANSFER OF ASSETS 10-8-2012\OSB-SR-TRANSFER OF HOUSING ASSETS 10-08-12 DOC RESOLUTION NO. OB- 018 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DIRECTING THE TRANSFER OF HOUSING FUNCTIONS AND ASSETS RECITALS: A. Pursuant to Health and Safety Code Section 34175(b) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 Cal.4th 231(2011)), on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings, and equipment of the Palm Desert Redevelopment Agency (the "Agency") transferred to the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") by operation of law. B. Pursuant to Health and Safety Code Section 34176(b), the City Council of the City of Palm Desert (the "City") adopted Resolution No. 2012-07 electing for the City not to retain the responsibility for performing housing functions previously performed by the Agency, and determining that all of the assets, as allowed by law, and all rights, powers, liabilities, duties, and obligations associated with the housing activities of the Agency be transferred to the Palm Desert Housing Authority (the "Housing Authority"). C. Health and Safety Code Section 34177(g) directs the Successor Agency to effectuate transfer of housing functions and assets to the appropriate entity designated pursuant to Health and Safety Code Section 34176, being the Housing Authority, and Health and Safety Code Section 34181(c) provides that the oversight board of the Successor Agency (the "Oversight Board") shall direct the Successor Agency to transfer housing assets to the appropriate entity pursuant to Health and Safety Code Section 34176, being the Housing Authority. D. Pursuant to Health and Safety Code Section 34176(a)(2), the Housing Authority submitted to the State Department of Finance (the "DOF") a list of all housing assets, including any assets transferred after February 1, 2012 (the "Housing Assets List") (Exhibit A). E. Health and Safety Code Section 34176(a)(2) provides 30 days from DOF's receipt of the Housing Assets List for DOF to object to any of the assets or transfers of assets identified on the Housing Assets List. F. On August 31, 2012, DOF notified the Housing Authority (Exhibit B) that DOF does not object to any of the assets identified on the Housing Assets List. G. The Oversight Board desires to direct the transfer of all assets identified on the Housing Assets List. H. Pursuant to Health and Safety Code Sections 34179(f) and 34181(f), notice of this action was posted on the Successor Agency's website on September 26, 2012. 12812-0001\1493791v1.doc RESOLUTION NO. OB- 018 NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The above recitals are true and correct and are a substantive part of this Resolution. Section 2. This Resolution is adopted pursuant to Health and Safety Code Sections 34177(g) and 34181(c). Section 3. The Successor Agency is hereby authorized and directed to transfer to the Housing Authority the assets described on the Housing Assets List attached hereto as Exhibit A. The Successor Agency is hereby further authorized and directed to transfer to the Housing Authority all rights, powers, duties, and obligations associated with the housing activities of the former Agency related to the housing assets transferred pursuant to this Section 3. Section 4. The staff of the Successor Agency is hereby directed to provide DOF written notice and information regarding the action taken by the Oversight Board in Section 3 of this Resolution. Such notice and information shall be provided by electronic means and in a manner of DOF's choosing. Section 5. The staff and the Board of the Successor Agency are hereby authorized and directed, jointly and severally, to execute and record such documents and instruments and to do any and all other things which they may deem necessary or advisable to effectuate this Resolution. PASSED AND ADOPTED this 8th day of October, 2012. AYES: NOES: ABSENT: ABSTAIN: ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY G:\HOUSING\Patty Leon'JNIM\staff report\OVERSIGHT BOARD\Transfer of Assets 10-8-2012\OB resolution directing transfer of housing assets(2).doc RESOLUTION NO. OB- 018 EXHIBIT A Housing Assets List G:\HOUSING\Patty LeonVMM\staff report\OVERSIGHT BOARD\Transfer of Assets 10-8-2012\OB resolution directing transfer of housing assets(2).doc RESOLUTION NO. OB- 018 Exhibit B Notification by DOF on the Housing Assets List G:\HOUSING\Patty LeonUMM\staff report\OVERSIGHT BOARD\Transfer of Assets 10-8-2012\OB resolution directing transfer of housing assets(2).doc RESOLUTION NO. OB- 018 �t�`NT 0• ,.. d EXHIBIT B Id ill n O Al DEPARTMENT OF EDMUND G. BROWN JR. • GOVERNOR 4,. 0-F I N A N C E 91 5 L !STREET 9 SACRAMENTO CA 95S 1 4-37D6 S WWW.DOF.CA.00V August 31, 2012 Ms. Janet Moore, Director of Housing Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 Dear Ms. Moore: Subject: Housing Assets Transfer Form Pursuant to Health and Safety Code(HSC)section 34176(a) (2),the Palm Desert Housing Authority submitted a Housing Assets Transfer Form (Form)to the California Department of Finance(Finance)on July 31,2012 for the period February 1, 2012 through July 23, 2012. Finance has completed its review of your Form,which may have included obtaining clarification for various items. Based on a sample of line items reviewed and the application of law, Finance is not objecting to any assets or transfers of assets identified on your Form. Please direct inquiries to Beliz Chappuie, Supervisor or Mindy Patterson, Lead Analyst at (916)445-1546. Sincere, STEVE SZALAY Local Government Consultant cc: Ms.Veronica Tapia,Accountant II, Palm Desert Housing Authority Ms. Pam.Elias, Chief Accounting Property Tax Division, Riverside County Auditor-Controller Ms.April Nash, Supervising Accountant, Riverside County Auditor-Controller Ms. Jennifer Baechel, Business Process Analyst II, Riverside County Auditor-Controller California:State Auditor Controller's PUBLIC NOTICE PROPOSED TRANSFER OF HOUSING ASSETS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176 NOTICE IS HEREBY GIVEN that on October 8, 2012, at 1:30 p.m., or as soon thereafter as possible, at 73-510 Fred Waring Drive, the Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency will hold a public meeting to consider the resolution attached hereto. The proposed resolution directs the Successor Agency to the Palm Desert Redevelopment Agency to transfer housing functions and assets pursuant to California Health and Safety Code Section 34176. All interested persons are invited to appear at the time and place specified above to give testimony regarding the proposed resolution. Further information may be obtained by contacting Janet Moore, Director of Housing at 73-510 Fred Waring Drive, Palm Desert, or by telephone at (760) 346-0611, or by email at jmoore@cityofpalmdesert.org. Posted this 26th day of September, 2012 on the Successor Agency to the Palm Desert Redevelopment Agency's web-site 00,116.1. 101 Rae elle D. Klassen, Secretary • G:\HOUSING\Patty Leon UMIN\staff report\OVERSIGHT BOARD\Transfer of Assets 10-8-2012\Public notice of proposed transfer.doc 12812-0001\1493 796v 1.doc e "0 mmmmmmm e > om om km == m \ / \ / ¢ \ % \o \\ \\ \\ DC k Fi § � � y \ 9f ig \ ® zG z ; ] $ E§ = q / o ƒ \ Rrlm ` ® ! \ ! \ ! \ �± { / , a ! f $ m * . 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