HomeMy WebLinkAboutSR - Habitat for Humanity/Legal Notice/Res No. 06-30/Res No. 519/DDARes. Nos. 06-30 & 519
CITY OF PALM DESERT/REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: CONSIDERATION OF THE CITY OF PALM DESERT'S CONVEYANCE OF
A SINGLE-FAMILY DWELLING LOCATED AT 74-065 GOLETA AVENUE,
APPROVAL OF A DISPOSITION AND DEVELOPMENT AGREEMENT
WITH HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC.,
RELATING THERETO; AND AUTHORIZATION FOR REIMBURSEMENT
OF ACQUISITION COST BY THE PALM DESERT REDEVELOPMENT
AGENCY (JOINT CONSIDERATION WITH THE PALM DESERT CITY
COUNCIL)
DATE: MARCH 9, 2006
SUBMITTED BY: JANET MOORE, HOUSING AUTHORITY ADMINISTRATOR
CONTENTS: 1. DISPOSITION AND DEVELOPMENT AGREEMENT
2. CITY RESOLUTION NO. 06- 30
3. AGENCY RESOLUTION NO. 519
Recommendation:
That the City Council and Agency Board open the public hearing and following
public testimony take the following action:
1. Accept public testimony.
2. By Minute Motion, approve a Disposition and Development Agreement, substantially
as to form, conveying the property located at 74-065 Golete Avenue by the City of
Palm Desert to Habitat for Humanity for the purpose of rehabilitating a single-family
residential property to be made available to a very low or low income family with the
condition that Habitat for Humanity enter into an Affordable Housing Restriction and
Lien Agreement with the Redevelopment Agency.
3. By Minute Motion, authorize the Mayor or his designee to execute all necessary
documents to facilitate the transfer.
4. Waive further reading and adopt City Council Resolution No. 06- 30 ,
accepting reimbursement by the Redevelopment Agency for the cost of acquisition
by the City for certain real property located at 74-065 Goleta Avenue in the City of
Palm Desert.
5. Waive further reading and adopt Redevelopment Agency Resolution No. 519 ,
approving reimbursement by the Agency for the cost of the acquisition by the City
for certain real property located at 74-065 Goleta Avenue (APN 625-022-005) in
exchange for the requirement with Habitat for Humanity to record an affordability
restriction for the period of 45 years in favor of the Palm Desert Redevelopment
Agency.
G*tRDAUessica Gonzalas\Word FilestHABITAMoleta Avenue\STAFFRPRT2-habi1at 74-065 Goleta Avenue donation.wpd 121905
Staff Report
Public Hearing - Conveyance of Single-family Home to Habitat for Humanity
Page 2
March 9, 2006
6. By Minute Motion, appropriate $200,905 plus any transfers or closing costs to
Account No. 870-4492-464-4001 for reimbursement from the Agency.
7. By Minute Motion, authorize the Chairman or his designee to execute all necessary
documents to facilitate the transfer.
Executive Summary:
The City of Palm Desert owns the. property located at 74-065 Goleta Avenue. Habitat for Humanity
of the Coachella Valley, Inc., has made a request of the City to donate the property to them in order
to rehabilitate the existing single-family residential dwelling unit and make it available to a qualified
very low or low income family. The existing dwelling would be suitable for this purpose, and staff
recommends that the above -mentioned property be conveyed to Habitat for Humanity of Coachella
Valley, Inc. In exchange for the donation, Habitat for Humanity has agreed to place 45-year
affordability restrictions on this property in favor of the Redevelopment Agency. Because the
Agency will be able to add the unit to its affordable housing portfolio, the Agency may then
reimburse the City for the cost of acquisition.
Discussion:
The above -referenced property is owned by the City of Palm Desert and was acquired as a part
of a public improvement project. Habitat for Humanity of the Coachella Valley, Inc. has built six (6)
homes in the City of Palm Desert and has been successful in building quality housing for low
income families.
Habitat for Humanity of the Coachella Valley, Inc., has made a request of the City to donate this
property to them in order to rehabilitate the existing single-family residential dwelling unit and make
it available to a qualified very low or low income family. In exchange for the donation, Habitat has
agreed to place 45-year affordability restrictions on this property in favor of the Redevelopment
Agency. Because the Agency will be able to add the unit to its affordable housing portfolio, the
Agency may then reimburse the City for the cost of acquisition.
Attached for your review and approval is a proposed Disposition and Development Agreement and
Affordable Housing Restriction and Lien Agreement by and between Habitat for Humanity of the
Coachella Valley, Inc., and the City of Palm Desert, which outlines the requirements on behalf of
Habitat in consideration for the conveyance of the above -referenced property.
Conditions for the conveyance are:
1. The rehabilitation of the existing single-family residential dwelling on property;
2. Incorporate energy efficient elements above Title 24;
G:IRDAUessica Gonzales\Word Files\HABITAT\Goleta Avenue\,STAFFRPRT2•habnat 74-065 Goleta Avenue donation.nd 121905
Staff Report
Public Hearing - Conveyance of Single-family Home to Habitat for Humanity
Page 3
March 9, 2006
3. Recordation of the 45-year affordability covenants in favor of the Palm Desert
Redevelopment Agency;
4. Recordation of Resale Price Controls;
5. The Agency's option to purchase upon resale;
6. Provide reimbursement by the Agency for the cost of acquisition and transfer fees with the
intention to include this home as part of the PDRDA affordable housing portfolio and record
45-year covenants.
The purpose of the public hearing is to receive public testimony on this conveyance. Notice of the
time and place of the public hearing was published in a newspaper of general circulation in the
community for at least two (2) weeks prior to the hearing.
Submitted by:
(�)4� &��
J ne . Moore
Ffedging Authority Administrator
JMM:jmg
Approval:
Carlos L. Ortega, City Manager/
Executive Director
Department Head:
L--isave Yrigo
Director ede
ment/Housing
�24a4
Paul S. Gibson, Director of Finance
G:\RDAVessica GonzalesVWord FIIes�HABITATTGolela AvenueWAFFRPRT2-habnat 74-065 Goleta Avenue donahon.wpd
121905
CITY OF PALM DESERT
AND PALM DESERT REDEVELOPMENT AGENCY
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that a public hearing will be held before the City
Council and the Palm Desert Redevelopment Agency concerning the
conveyance of a single-family residential lot 74-065 Goleta Avenue, APN 625-
022-005, from the City of Palm Desert to Habitat for Humanity of the Coachella
Valley, Inc., for the purpose of rehabilitating a single-family dwelling to be made
available to a low-income family and approving a Disposition and Development
Agreement and Declaration of Conditions, Covenants and Restrictions that will
effectuate this plan.
SAID PUBLIC HEARING will be held on Thursday, March 9, 2006 before the City
Council and Palm Desert Redevelopment Agency at 4:00 p.m. in the Council
Chamber in the Palm Desert City Hall, 73-510 Fred Waring Drive, Palm Desert,
California, at which time and place all interested persons are invited to attend
and be heard. Written comments concerning all items covered by this public
hearing notice shall be accepted up to the date of the hearing. Information
available for review in the Redevelopment Agency office at the above address
between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday. If you
challenge the proposed actions in court, you may be limited to raising only those
issues you or someone else raised at the public hearing described in this notice,
or in written correspondence delivered to the Redevelopment Agency or City
Council at, or prior to, the public hearing.
/s/
RACHELLE D. KLASSEN, CITY LERK/
SECRETARY TO THE REDEVELOPMENT AGENCY
Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, CA 92260
(760) 346-0611
RESOLUTION NO.06. 30
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT,
CALIFORNIA, ACCEPTING REIMBURSEMENT BY THE AGENCY FOR THE
COST OF THE ACQUISITION BY THE CITY FOR CERTAIN REAL PROPERTY
LOCATED AT 74-065 GOLETA AVENUE IN THE CITY OF PALM DESERT
THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES,
RESOLVES AND ORDERS AS FOLLOWS:
Section 1. The City is the owner of certain real property located at 74-065 Goleta Avenue,
in the City. The cost to the City of the acquisition of such property was $200,905.00.
Section 2. The City proposes to convey such property to Habitat for Humanity and provide
for the rehabilitation of a single-family residence on such property and its sale to a qualified buyer.
Section 3. In consideration for the conveyance by the City to Habitat for Humanity for
$1.00, and in further consideration for the establishment of covenants and restrictions by the City
in favor of the Agency, which covenants and restrictions require that such single-family residence
shall remain available at an affordable housing cost to persons and families of low and moderate
income for a period not less than 45 years, the Agency shall reimburse the City for the cost to
acquire such property, as well as any transfer or closing costs associated with such transfer.
Section 4. The officials, staff, consultants and legal counsel to the City are hereby
authorized and directed to take all steps necessary and desirable to effect the purposes of this
resolution.
PASSED, APPROVED and ADOPTED by the City of Palm Desert, this 91' of March, 2006,
by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Jim Ferguson, Mayor
ATTEST:
Rachelle D. Klassen, Secretary
WRDAUessica GonzaleslWord ResWAB17AT1Golela Avenue1ccreso030906.wpc1
RESOLUTION NO. 519
A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY
APPROVING REIMBURSEMENT BY THE AGENCY FOR THE COST OF THE
ACQUISITION BY THE CITY OF PALM DESERT FOR CERTAIN REAL
PROPERTY LOCATED AT 74-065 GOLETA AVENUE IN THE CITY OF PALM
DESERT
THE AGENCY BOARD OF THE PALM DESERT REDEVELOPMENT AGENCY HEREBY
FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. The City is the owner of certain real property located at 74-065 Goleta Avenue,
in the City. The cost to the City of the acquisition of such property was $200,905.00.
Section 2. The City proposes to convey such property to Habitat for Humanity and provide
for the rehabilitation of a single-family residence on such property and its sale to a qualified buyer.
Section 3. In consideration for the conveyance by the City to Habitat for Humanity for
$1.00, and in further consideration for the establishment of covenants and restrictions by the City
in favor of the Agency, which covenants and restrictions require that such single-family residence
shall remain available at an affordable housing cost to persons and families of low and moderate
income for a period not less than 45 years, the Agency shall reimburse the City for the cost to
acquire such property, as well as any transfer or closing costs associated with such transfer.
Section 4. The officials, staff, consultants and legal counsel to the City are hereby
authorized and directed to take all steps necessary and desirable to effect the purposes of this
resolution.
PASSED, APPROVED and ADOPTED by the Palm Desert Redevelopment Agency, this
911' of March, 2006, by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Rachelle D. Klassen, Secretary
Jim Ferguson, Chairman
G ROAUess,ca GonzaleslWord ResNABITATGoleta AvenueVdaresoO30906.wpd
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF PALM DESERT
AND
HABITAT FOR HUMANITY
DATED
March 9, 2006
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS ........................................................................................................ 2
Section 1.1 Definitions ............................................................................................... 2
1.1.1 Agency ................................................................................................... 2
1.1.2 Agency Board ........................................................................................ 2
1.1.3 Agency Representatives ........................................................................ 2
1.1.4 Agreement ............................................................................................. 2
1.1.5 Basic Concept Drawings........................................................................ 2
1.1.6 City ......................................................................................................... 2
1.1.7 City Council ............................................................................................ 2
1.1.8 Certificate of Completion........................................................................ 2
1.1.9 Close of Escrow ..................................................................................... 2
1.1.10 Close of Escrow Date ............................................................................ 2
1.1.11 California Redevelopment Law .............................................................. 3
1.1.12 Default ................................................................................................... 3
1.1.13 Developer .............................................................................................. 3
1.1.14 Developer Affiliates ................................................................................ 3
1.1.15 Development .......................................................................................... 3
1.1.16 Encumbrance ......................................................................................... 3
1.1.17 Escrow ................................................................................................... 3
1.1.18 Escrow Holder ....................................................................................... 3
1.1.19 Exceptions ............................................................................................. 3
1.1.20 Government Restrictions ....................................................................... 3
1.1.21 Grant Deed ............................................................................................ 3
1.1.22 Hazardous Materials .............................................................................. 4
1.1.23 Holder ................................................................................................... 4
1.1.24 Improvements ........................................................................................ 4
1.1.25 Losses and Liabilities ............................................................................. 4
1.1.26 Ownership Transfer/Transferee ............................................................... 5
1.1.27 Party ................................................................................................... 5
1.1.28 Permitted Exceptions ............................................................................. 5
1.1.29 Property ................................................................................................. 5
1.1.30 Schedule of Performance ...................................................................... 5
1.1.31 Scope of Development .......................................................................... 5
ARTICLE 2 CONVEYANCE AND DISPOSITION OF THE PROPERTY ................................... 5
Section 2.1 Conveyance of the Property ................................................................... 5
Section 2.2 Consideration .......................................................................................... 5
Section 2.3 Opening and Closing of Escrow ............................................................. 6
Section 2.4 Condition of Title; Title Insurance .......................................................... 6
Section 2.5 Escrow Charges ..................................................................................... 7
Section 2.6 Conditions to Close of Escrow ................................................................ 7
Section 2.7 Condition of the Property ........................................................................ 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 2.8 Deposit into Escrow .............................................................................. 10
Section 2.9 Authorization to Record Documents and Disburse Funds .................... 11
Section 2.10 Escrow's Closing Actions. .................................................................... 11
Section 2.11 Environmental Indemnity ...................................................................... 12
Section 2.12 Additional Instructions ........................................................................... 13
ARTICLE 3 DEVELOPMENT OF THE PROPERTY ........................................................... 13
Section 3.1 Development of the Improvements ....................................................... 13
Section 3.2 Basic Concept Drawings...................................................................... 13
Section 3.3 Review of Plans, Drawings, and Related Documents ........................... 13
Section 3.4 Cost of Development ............................................................................. 14
Section 3.5 Rights of Access ................................................................................... 11
Section 3.6 Local, State and Federal Laws ............................................................. 11
Section 3.7 City and Other Governmental Agency Permits and Approvals ............. 12
Section 3.8 Schedule of Performance ...................................................................... 14
Section 3.9 Anti-discrimination During Development ............................................... 14
Section 3.10 Taxes, Assessments, Encumbrances and Liens .................................. 15
Section 3.11 Zoning and Land Use Requirements; Environmental Review ............... 15
Section 3.12 No Agency Created .............................................................................. 16
Section 3.13 Certificates of Completion ..................................................................... 16
ARTICLE 4 LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ..................... 16
Section 4.1 Restriction on Transfer of the Developer's Rights and Obligations.......... 16
Section 4.2 Mortgages and Deeds of Trust ............................................................. 16
Section 4.3 Rights of Holders .................................................................................. 17
Section 4.4 Noninterference with Holders ............................................................... 17
ARTICLE 5 REHABILITATION OF PROPERTY ................................................................. 17
Section 5.1 Use of Property ..................................................................................... 17
Section 5.2 Use and Operation Covenants .............................................................. 18
Section 5.3 Sale of Property ..................................................................................... 18
Section 5.4 Maintenance of Property ........................................................................ 19
Section 5.5 Effect and Duration of Covenants .......................................................... 19
Section 5.6 Obligation to Refrain from Discrimination ............................................. 19
Section 5.7 Form of Nondiscrimination and Non-Segregation Clauses ................... 19
ARTICLE 6 EVENTS OF DEFAULT, REMEDIES AND TERMINATION ................................ 20
Section 6.1 Defaults--Definition ............................................................................... 20
Section 6.2 Remedies in the Event of Default ......................................................... 21
6.2.1 Remedies Prior to the Close of Escrow ................................................ 21
6.2.2 Failure to Commence or Complete Development. ................................ 21
6.2.3 Remedies for Default After the Close of Escrow .................................. 22
Section 6.3 Liberal Development ............................................................................. 22
Section 6.4 No Personal Liability ............................................................................. 22
Section 6.5 Rights and Remedies are Cumulative .................................................. 22
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 6.6 Inaction Not a Waiver of Default ........................................................... 23
Section 6.7 Force Majeure....................................................................................... 23
ARTICLE 7 INSURANCE; INDEMNITY .................................................................................. 23
Section 7.1 Insurance .............................................................................................. 23
Section 7.2 Indemnity .............................................................................................. 23
ARTICLE 8 GENERAL PROVISIONS .................................................................................... 25
Section 8.1 Notices .................................................................................................. 25
Section 8.2 Development ......................................................................................... 26
Section 8.3 Plans and Data ...................................................................................... 26
Section 8.4 Interpretation ......................................................................................... 26
Section 8.5 Time of the Essence ............................................................................. 26
Section 8.6 Warranty Against Payment of Consideration for Agreement ................ 26
Section 8.7 Attorneys' Fees ..................................................................................... 26
Section 8.8 Entire Agreement, Waivers and Amendments...................................... 26
Section 8.9 Severability ........................................................................................... 27
Section 8.10 Headings ............................................................................................... 27
Section 8.11 No Third Party Beneficiaries other than the City ................................... 27
Section 8.12 Governing Law; Jurisdiction; Service of Process ................................. 27
Section 8.13 Survival ................................................................................................. 27
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement"), dated as of
, 2006, is entered into by and between the CITY OF PALM DESERT, a California
municipal corporation (the "City"), and HABITAT FOR HUMANITYOF COACHELLA
VALLEY, INC., a California non-profit, public benefit corporation ("Developer").
RECITALS
This Agreement is entered into with reference to the following facts:
A. The purpose of this Agreement is to effectuate the disposition of the Property
herein referenced as “Exhibit A”, to Developer, within Project Area No. 1 of the Palm Desert
Redevelopment Agency’s Redevelopment Plan, for the rehabilitation of the Property, and its sale
to an eligible household of Very Low or Low Income (as defined below).
B. The City is a public corporation, and in consideration of Developer develop
improvements on referenced Property, has entered into this Agreement and agrees to record a
Forty-five year affordability restriction in favor of the Palm Desert Redevelopment Agency for
purposes of increasing the supply of affordable housing.
D. The City herby authorizes the Redevelopment Agency to exercise its rights and
enforce this Agreement at any time.
C. Development of the Improvements (as hereinafter defined) will assist in the
elimination of blight in the Project Area, provide additional jobs, and substantially improve the
economic and physical conditions in the Project Area in accordance with the purposes and goals
of the Redevelopment Plan.
D. The land uses specified in this Agreement and the provisions relating to
development of the Improvements are consistent with the provisions of the Redevelopment Plan
and each of its applicable elements.
E. This Agreement is entered into for the purpose of rehabilitating the Property and
not for speculation. The redevelopment of the Property pursuant to this Agreement, and the
fulfillment generally of this Agreement, are in the vital and best interests of City and Agency, and
the health, safety, morals and welfare of its residents, and are in accord with the public purposes
and provisions of applicable state and local laws.
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
contained in this Agreement the parties hereto agree as follows:
ARTICLE 1 DEFINITIONS.
Section 1.1 Definitions. The following terms as used in this Agreement shall have the
meanings given unless expressly provided to the contrary:
1.1.1 Agency is a public body, corporate and politic, exercising governmental
functions and powers and organized and existing pursuant to Part 1 of Division 24 of the Health
and Safety Code, Section 33000 et seq. of the State of California. The principal office of Agency
is located at 73-510 Fred Waring Drive, Palm Desert, California 92260. The term “ Agency”
includes any assignee or successor to Agency’s rights, powers and responsibilities under this
Agreement.
1.1.2 Agency Board means the board of directors of the Palm Desert
Redevelopment Agency.
1.1.3 Agency Representatives/City Representatives, respectively, shall mean and
include all of the respective predecessors, successors, assigns, agents, officials, employees,
members, independent contractors, affiliates, principals, officers, directors, attorneys,
accountants, representatives, staff, council members, board members, and planning
commissioners of Agency or City, as the case may be, and of each of them
1.1.4 Agreement means this Disposition and Development Agreement.
1.1.5 Basic Concept Drawings is defined in Section 3.2.
1.1.6 City means the City of Palm Desert, a municipal corporation, organized and
existing under the laws of the State of California and having its office at 73-510 Fred Waring
Drive, Palm Desert, California.
1.1.7 City Council means the City Council of the City of Palm Desert, a municipal
corporation.
1.1.8 Certificate of Completion is defined in Section 3.13.
1.1.9 Close of Escrow is defined in Section 2.3.
2
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
1.1.10 Close of Escrow Date for the Property means the date upon which the City
by Grant Deed shall convey title to the Property to the Developer and such Grant Deed is
recorded in the Official Records of the County of Riverside in accordance with this Agreement.
1.1.11 California Community Redevelopment Law shall mean Division 24, Part 1 of
the Health and Safety Code of the State of California, beginning at Section 33000
1.1.12 Default is defined in Section 6.1.
1.1.13 Developer is Habitat for Humanity of Coachella Valley, Inc., a California non-
profit public benefit corporation. The term “Developer” includes any legally and contractually
permissible nominee, assignee or successor to Developer’s rights, powers and responsibilities
hereunder.
1.1.14 Developer Affiliate shall mean a limited partnership or limited liability
company in which Habitat for Humanity of Coachella Valley, Inc., a California non-profit public
benefit corporation, shall at all times be a general partner of the partnership or managing member
of the limited liability company and have the controlling interest in such entity.
1.1.15 Development shall mean the anticipated rehabilitation of the existing house
on the Property pursuant to this Agreement, as more particularly described in the Scope of
Development.
1.1.16 Encumbrance shall mean and include any mortgage trust deed,
encumbrance, lien or other mode of financing real estate development and development,
including a sale and leaseback.
1.1.17 Escrow is defined in Section 2.3.
1.1.18 Escrow Holder means Foresite Escrow, or another licensed escrow holder
mutually selected by the Parties.
1.1.19 Exceptions shall mean all exceptions, reservations, liens, encumbrances,
qualifications, covenants, conditions, restrictions, leases, easements, rights of way, or other like
matters affecting the Property, and all matters or states of facts reflected on or arising out of any
tentative or final parcel map for the Property, or concerning or related to zoning, subdivision,
permitted use or physical condition of the Property, or arising from the redevelopment,
development or related activities of Developer.
1.1.20 Governmental Restrictions shall mean and include any and all laws,
statutes, ordinances, codes, rules, regulations, writs, injunctions, orders, decrees, rulings,
conditions of approval, or authorization, now in force or which may hereafter be in force, of any
governmental entity, agency or political subdivision.
3
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
1.1.21 Grant Deed shall mean the grant deed conveying fee title to the Property
from City to Developer, in the form attached hereto as Exhibit E.
1.1.22 Hazardous Materials means any chemical, material or substance now or
hereafter defined as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "pollutant or contaminant," "imminently hazardous chemical substance or mixture,"
"hazardous air pollutant," "toxic pollutant," or words of similar import under any local, state or
federal law or under the regulations adopted or publications promulgated pursuant thereto
applicable to the Property, including, without limitation: the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. '9601, et seq. ("CERCLA"); the
Hazardous Materials Transportation Act, as amended, 49 U.S.C.' 1801, et seq.; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. ' 1251, et seq.; and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. ' 6901, et seq. The term "Hazardous
Materials" shall also include any of the following: any and all toxic or hazardous substances,
materials or wastes listed in the United States Department of Transportation Table (49 CFR
172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part
302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil,
petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof),
natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not
otherwise designated as a hazardous substance under CERCLA; any substance which is toxic,
explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special
nuclear or by-product material as defined at 42 U.S.C. ' 2011, et seq.), carcinogenic, mutagenic,
or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in
any form; urea formaldehyde foam insulation; transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical,
material or substance (i) which poses a hazard to the Property, to adjacent properties, or to
persons on or about the Property, (ii) which causes the Property to be in violation of any of the
aforementioned laws or regulations, or (iii) the presence of which on or in the Property requires
investigation, reporting or remediation under any such laws or regulations.
1.1.23 Holder(s) shall mean the mortgager of record of any mortgage, beneficiary
of a deed of trust or other security interest, the lessor under a financing leaseback, or grantee
under any form of financing conveyance on or affecting the Property or any portion of the
Property.
1.1.24 Improvements shall mean and include all grading to be done on the
property, as well as all structures, fixtures, excavating, buildings, landscaping, infrastructure,
utilities, and other work, development, rehabilitation, alterations, and improvements of whatsoever
character to be done by developer on, around, under, or over the Property, or any part thereon,
as described in the Scope of Development.
4
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
1.1.25 Losses and Liabilities shall mean and include all claims, demands, causes
of action, liabilities, losses, damages, judgments, injuries, expenses (including, without limitation,
attorneys’ fees and costs incurred by the indemnified party for legal counsel of reasonably
acceptable to it) charges, penalties or costs of whatsoever character, nature and kind, whether to
property or to person, and whether by direct or derivative action, known or unknown, suspected
or unsuspected, latent or patent, existing or contingent.
1.1.26 Ownership Transfer/Transferee shall mean and include any voluntary or
involuntary transfer, sale, assignment, lease, sublease, license, franchise, concession, operating
agreement, gift, hypothecation, mortgage, pledge or encumbrance, or the like to any person or
entity (“Transferee”), or any change in Control of Developer.
1.1.27 Party means any party to this Agreement. The "Parties" means all parties to
this Agreement.
1.1.28 Permitted Exceptions are defined in Section 2.4.4.
1.1.29 Property is that certain real property subject to this Agreement, to be
rehabilitated by the Developer described in Exhibit A, attached hereto and incorporated by
reference herein and as depicted on the “Site Map” which is attached hereto as Exhibit B. The
Property is generally identified as approximately .20 acres located at 74-065 Goleta Avenue,
Palm Desert, California, and is located within the Project Area.
1.1.30 Schedule of Performance shall mean the Schedule of Performance
attached hereto as Exhibit C and incorporated herein by reference, setting out the dates and
time periods by which certain obligations set forth in this Agreement must be accomplished.
1.1.31 Scope of Development shall mean the Scope of Development attached
hereto as Exhibit D and incorporated by reference herein, which describes the rehabilitation to
be performed by Developer pursuant to the terms and conditions of this Agreement.
ARTICLE 2 CONVEYANCE AND DISPOSITION OF THE PROPERTY.
Section 2.1 Conveyance of the Property. Subject to and in accordance with the terms
and conditions hereinafter set forth, the City is to convey to the Developer, and the Developer
agrees to acquire from the City, fee simple title to the Property. City agrees to convey the
Property to Developer by Grant Deed (the “Grant Deed”), in the form attached hereto as Exhibit
E and incorporated herein by this reference, and Developer agrees to accept such conveyance.
City and Developer shall perform all acts reasonably necessary for possession and title to the
Property to be conveyed in accordance with this Agreement.
5
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 2.2 Consideration. The City convey the Property to the Developer in
consideration for the Developer's covenant to develop the improvements on the Property
described below, and the covenants of the Developer will record as set forth in the Affordable
Housing Restriction and Lien Agreement, Promissory Note, and Deed of Trust.
Section 2.3 Opening and Closing of Escrow. Within five (5) business days after the
City's execution of this Agreement, the City and the Developer shall cause an escrow (the
"Escrow") to be opened with Escrow Holder for the conveyance of the Property by the City to the
Developer. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this
Agreement, which shall serve as the escrow instructions for the Escrow. The City and the
Developer shall provide such additional escrow instructions as shall be necessary and consistent
with this Agreement. Escrow Holder is authorized to act under this Agreement and to carry out its
duties as Escrow Holder hereunder. Escrow shall close (the “Close of Escrow”) on or before
within 60 days after the Opening of Escrow.
Section 2.4 Condition of Title; Title Insurance.
2.4.1 The Developer will receive from First American ("Title Company"), a
preliminary report for CLTA Owner's Standard Coverage Policy for the Property ("Preliminary
Report"), setting forth all liens, encumbrances, easements, restrictions, conditions, pending
litigation, judgments, administrative proceedings, and other matters affecting the City's title to the
Property (each an ”Exception”), together with copies of all documents relating to Exceptions
referred to in the Preliminary Report. The Developer shall approve or disapprove each Exception
shown on the Preliminary Report within five (5) business days from their receipt. Any title
Exceptions that are approved or accepted by the Developer are referred to as "Permitted Title
Exceptions."
2.4.2 Any monetary liens and affecting the Property, other than current non-
delinquent real property taxes not then due and payable, are hereby disapproved (a "Monetary
Disapproved Exception").
2.4.3 If any title Exception other than a Monetary Disapproved Exception is
disapproved or deemed disapproved (each a "Non-Monetary Disapproved Exception"), then the
City may, at the City's option, exercisable at the City's sole and absolute discretion, within thirty
(30) days following expiration of the (5) business day period provided under Section 2.4.1 above,
elect to use its good faith efforts to cause each Non-Monetary Disapproved Exception to be
discharged, satisfied, released, or terminated, as the case may be, of record, and in a form that is
reasonably satisfactory to the Developer, all at the City's sole cost and expense. If the City
makes such election, then the City shall have until the Close of Escrow to cause it to be
discharged. The City shall notify the Developer as soon as reasonably possible if the City
reasonably believes that the City will succeed or not succeed in causing any such Non-Monetary
Disapproved Exception to be removed at the Close of Escrow, and shall keep the Developer
informed as to the progress of the City's efforts in that regard.
6
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
If the City is unable to obtain a discharge, satisfaction, release, or
termination of a Non-Monetary Disapproved Exception, or if the City does not elect to do so, then
the Developer shall have the right to:
2.4.3.1 Waive the Non-Monetary Disapproved Exception and proceed
with Closing, accepting title to the Property subject to the Non-Monetary Disapproved Exception,
without any price reduction, (at which time such Exception shall be deemed a Permitted Title
Exception), or
2.4.3.2 Terminate this Agreement, in which event both the Developer and
the City shall be relieved of all further obligation and liability to each other under this Agreement
and all the funds and documents deposited with Escrow Agent shall be promptly refunded or
returned, as the case may be, by Escrow Agent to the depositing party, less escrow cancellation
fees of not to exceed $500 to be paid by Developer.
2.4.4 At the Close of Escrow, the City shall convey title to the Property to the
Developer (or its Permitted Assignee) by Grant Deed substantially in the form attached hereto as
Exhibit E and incorporated herein by this reference (the "Grant Deed") in acceptable form to the
County Recorder of said County. Title to the Property shall be conveyed subject to (i) non-
delinquent current real property taxes and assessments not yet due for the tax year during which
the conveyance occurs, (ii) all Permitted Title Exceptions, (iii) the covenants, conditions and
restrictions benefiting and burdening the Property as set forth in the Affordable Housing
Restriction and Lien Agreement attached hereto as Exhibit F, and (iv) any other matters which
arise out of the actions of the Developer or its agents and representatives (collectively, the
"Permitted Exceptions"). The Developer agrees to approve or disapprove any title exceptions
within (5) business days from receipt of Preliminary Title Report. The City shall cause to be
removed by the Close of Escrow all Monetary Disapproved Exceptions and shall use its best
reasonable efforts to remove or cause to be removed by the Close of Escrow any Non-Monetary
Disapproved Exceptions, but if the City is unable to remove any Non-Monetary Disapproved
Exception(s), then the City shall not be in breach hereof but the Developer shall have the right to
terminate this Agreement.
2.4.5 At the Close of Escrow, the City shall, at the Developer's sole cost and
expense, cause to be delivered to the Developer a CLTA Owner's Standard Policy of Title
Insurance, issued by First American (or another title company mutually approved by the Parties)
(the "Title Company") in favor of the Developer in the amount of $25,000.00, insuring that title is
vested in the Developer free and clear of all liens, easements, covenants, conditions, restrictions,
and other encumbrances of record, other than the Permitted Exceptions for the Property. The
Developer may obtain one or more extended coverage policies of title insurance or special
endorsements at its own cost.
7
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 2.5 Escrow Charges. The Developer shall be responsible for any recording
fees, documentary and local transfer taxes, and customary escrow fees and charges arising
hereunder.
Section 2.6 Conditions to Close of Escrow. The obligation of the City and the Developer
under this Agreement to close Escrow shall be subject to the satisfaction or waiver of each of the
following conditions:
2.6.1 The Developer's approval of the physical condition of the Property,
which the Developer shall approve or disapprove by written notice delivered to the City within (15)
days after the Opening of Escrow.
2.6.2 The Developer's provision to the City Clerk, to provide the insurance
certificates conforming to Section 7 of this Agreement;
2.6.3 The Developer's obtaining of all building permits and other
entitlements required in order for Developer to construct the Improvements on the Property;
2.6.4 The Developer's delivery to the City Manager of evidence
reasonably satisfactory to the City Manager that the Developer has the due authority to execute
and deliver all of the contracts, entered into by the Developer in connection with development of
the Improvements. Such evidence shall include, without limitation, partnership agreements,
certificates of limited partnership, articles of incorporation, by-laws, and resolutions of the
Developer, as well as good standing certificates issued by the Developer's state of incorporation;
2.6.5 The Developer's approval of the condition of title to the Property as
described in Section 2.4.
2.6.6 The City's delivery of all documents required to be delivered by the
City pursuant to Section 2.8 hereof.
2.6.7 The Title Company shall have committed to issue a CLTA Standard
Coverage Owner's Title Insurance Policy, with any endorsements requested by the Developer,
and with liability equal to the value of the Property (as determined by the Developer) showing fee
simple title to the Property vested in the Developer or the Developer’s assignee or designee,
subject only to the Permitted Exceptions, at the Close of Escrow.
2.6.8 The concurrent recordation of an Affordable Housing Restriction and
Lien Agreement in the form attached hereto as Exhibit F (the "Affordable Restriction"), restricting
the sale of the Property by the Developer to persons or families of very low or low income;
2.6.9 The Developer's delivery to the City of such other documents and
instruments as the City shall reasonably require.
8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 2.7 Condition of the Property.
2.7.1 The Developer shall have the right, for the period commencing with the date
hereof through the date that is (15) days after the Opening of Escrow, to approve or disapprove
the physical condition of the Property. During such period, the Developer is hereby granted
permission to enter onto the Property for the purpose of performing a Phase I Environmental
Assessment, and inspecting and testing the soil to determine the adequacy and quality of the
underlying soil to meet its building requirements. The Developer shall indemnify, hold harmless,
and defend the City against and hold the City and the Property harmless from, all losses, costs,
damages, liabilities, liens, and expenses, including, without limitation, reasonable attorney fees,
arising out of such entry and activities by the Developer and its agents, employees, or
contractors, prior to the Close of Escrow, except to the extent any such losses, costs, damages,
liabilities, and expenses arise out of the gross negligence or willful acts of the City.
2.7.2 The City shall convey the Property to the Developer in an "as is" condition,
and except for those representations and warranties expressly set forth in this Agreement, the
City makes no warranty whatsoever to the Developer as to the condition of any portion of the
Property, including whether the Property contains any Hazardous Materials. Subject to the
provisions of Section 2.7.1, the Developer has inspected the Property and has determined that
the Property is suitable for the Developer's purposes. The Developer acknowledges and agrees:
2.7.2.1 The City has made no representation or warranty with respect to
the Property except for those representations and warranties contained in this Agreement, and
that prior to the Close of Escrow, the City will make no representations and warranties with
respect to the Property other than those contained in this Agreement.
2.7.2.2 It is purchasing the Property with the ultimate objective of
rehabilitating the existing single-family residential dwelling by developing new improvements
thereon.
2.7.2.3 Its decision to acquire the Property will be based on the results of
its analysis and the reports it obtains during the period described in Section 2.7.1 hereof.
2.7.2.4 The City has made no representation or warranty as to the
accuracy or completeness of any reports and other materials prepared by persons other than the
City and delivered by the City to the Developer, and the Developer is not relying on the accuracy
and completeness of any such reports and other materials prepared by persons other than the
City.
2.7.2.5 Except as specifically provided in this Agreement, the City has
made no representation or warranty with respect to the use, fitness for a particular reason,
zoning, value, improvements, square footages or any other condition of the Property.
9
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
2.7.2.6 The City shall have disclosed to the Developer promptly after the
execution of this Agreement all material adverse conditions, defects and other matters relating to
the Property of which the City has actual knowledge which, in the City’s sole judgment, would
have a material adverse impact upon the Property; provided that the foregoing disclosure
obligation shall apply only to the Property itself, and not to general or local economic or market
conditions.
Except for the City's representations, warranties and covenants contained in this
Agreement, the Developer is accepting the Property in "AS-IS," "WHERE-IS" condition "WITH
ALL FAULTS." The Developer agrees that the City has no obligation to remedy any faults,
defects, or other adverse conditions described in any report or other material obtained by the
Developer or delivered by the City to the Developer, including the remediation of any Hazardous
Material on the Property.
2.7.3 The Developer represents and warrants to the City as of the date of this
Agreement and as of the Close of Escrow Date that:
2.7.3.1 The Developer is a non-profit, public benefit corporation, duly
organized, validly existing and in good standing under the laws of the State of California.
2.7.3.2 The Developer has duly authorized the execution and performance
of this Agreement and the execution and performance of all of the closing documents set forth
herein.
2.7.3.3 The Developer’s execution and performance of this Agreement and
the closing documents will not violate any provision of any mortgage, lease, contract, agreement,
instrument, order, judgment or decree by which the Developer is bound.
2.7.3.4 This Agreement is valid and enforceable against the Developer in
accordance with its terms and each instrument to be executed by the Developer pursuant to this
Agreement will, when executed and delivered, be enforceable in accordance with its terms,
subject to bankruptcy, insolvency and similar laws affecting creditors’ rights generally.
Section 2.8 Deposit into Escrow.
The City hereby covenants and agrees to deliver to Escrow Holder prior to the Close of
Escrow the following instruments and documents, the delivery of each of which shall be a
condition of the Close of Escrow:
2.8.1 A Grant Deed duly executed and acknowledged by the City granting and
conveying to the Developer good and marketable title to the Property. Said Grant Deed shall be
in the form attached hereto as Exhibit E or that which is acceptable to the County Recorder of
said County;
10
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
2.8.2 The City's affidavit as contemplated by California Revenue and Taxation
Code '18662 ("Withholding Affidavit");
2.8.3 A Certification of Non-Foreign Status in accordance with I.R.C. Section
1445 (the "FIRPTA Certificate"); and
2.8.4 Such proof of the City's authority and authorization to enter into this
transaction as the Title Company may reasonably require in order to issue the Developer's policy
of title insurance.
Section 2.9 Authorization to Record Documents and Disburse Funds.
Escrow Holder is hereby authorized to record the documents and disburse the funds and
documents called for hereunder upon the Close of Escrow, provided each of the following
conditions has then been fulfilled:
2.9.1 The Title Company can issue in favor of the Developer a CLTA Standard
Coverage Owner's Policy of Title Insurance, with liability equal to the value of the Property (as
determined by the Developer) showing the Property vested in the Developer subject only to the
Permitted Exceptions.
2.9.2 The City shall have deposited in Escrow the documents required pursuant
to Section 2.8, and the Developer shall have deposited in Escrow the Developer's share of
Escrow closing costs.
2.9.3 The City and the Developer have confirmed to Escrow Holder that all of the
other closing conditions set forth in Section 2.6 have been satisfied or waived in writing.
Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of
Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the
Developer’s policy of title insurance. Any amendment of these escrow instructions shall be in
writing and signed by both the City and the Developer. At the time of any amendment, Escrow
Holder shall agree to carry out its duties as escrow holder under such amendment. Escrow
Holder is instructed to send copies of notices, demands and communications between the Parties
to or from the City or to or from the Developer, to both parties to the addresses and in the manner
established in Section 8.1 of this Agreement.
Section 2.10 Escrow's Closing Actions.
On the Close of Escrow, Escrow Holder shall close Escrow as follows:
2.10.1 Record the Grant Deed (marked for return to the Developer) with the
Riverside County Recorder (which shall be deemed delivery to the Developer);
11
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
2.10.2 Record the Affordable Housing Restriction and Lien Agreement (marked for
return to the City);
2.10.3 Issue the Title Policy or cause the Title Company to issue the Title Policy;
2.10.4 Prorate taxes, assessments, rents, and other charges as of the Close of
Escrow in accordance with the settlement statements approved by the Parties.
2.10.5 Charge the Developer for those costs and expenses to be paid by the
Developer pursuant to this Agreement and disburse any net funds remaining after the preceding
disbursements to the Developer;
2.10.6 Prepare and deliver to both the Developer and the City one signed copy of
Escrow Holder's closing statement showing all receipts and disbursements of the Escrow; and
2.10.7 Deliver to the Developer the FIRPTA Certificate and the Withholding
Affidavit.
Section 2.11 Environmental Indemnity.
The Developer shall indemnify, protect, defend and hold harmless the City of Palm Desert
and the Agency (as a third party beneficiary), and the City's officials, officers, attorneys,
employees, consultants, agents, and representatives, from and against any and all claims,
liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees
and costs, arising out of any claim for loss or damage to any property, including the Property,
injuries to or death of persons, or for the cost of cleaning up the Property and removing
Hazardous Materials or toxic substances, materials and waste therefrom, by reason of
contamination or adverse effects on the environment, or by reason of any statutes, ordinances,
orders, rules or regulations of any governmental entity or agency requiring the clean-up of any
Hazardous Materials caused by or resulting from any Hazardous Material, or toxic substances or
waste existing on or under, any portion of the Property acquired by the Developer.
The buyer hereby releases herein all claims they may have now or in the future with
respect to contamination that may exist on the property, (the “Property”) as of the date of closing.
In connection with such release, Buyer hereby expressly waives its rights, if any, under
California Civil Code Section 1542 which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
12
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Buyer’s Initials __________
Section 2.12 Additional Instructions.
The Parties shall execute appropriate escrow instructions, prepared by the Escrow Holder,
which are not inconsistent herewith. If there is any inconsistency between the terms hereof and
the terms of the escrow instructions, the terms hereof shall control unless an intent to amend the
terms hereof is expressly stated in such instructions.
ARTICLE 3 DEVELOPMENT OF THE PROPERTY.
Section 3.1 Development of the Improvements.
The Developer shall develop, or cause to be developed, the Improvements on the
Property, in accordance with the Scope of Development, the Schedule of Performance, all
requirements of the City and State of California standards and laws, and any and all applicable
federal, state and local laws, rules and regulations in connection with such development, any
conditions of approval required by the City’s Development Services Departments (including
conditions of approval for the subdivision of the Property), and all terms, conditions and
requirements of this Agreement within the timelines specified in the Schedule of Performance.
Section 3.2 Basic Concept Drawings.
In the event any changes are made to the existing dwelling or property, the Developer
shall cause to be prepared and submitted to City, to be retained on file if approved, the Basic
Concept Drawings and related documents containing the overall plan for the Property, all of which
are due as incorporated in the Scope of Development. Basic Concept Drawings include a site
plan showing the proposed rehabilitation of the Property. The Property shall be developed fully
and in substantial conformity with the approved Basic Concept Drawings and related documents
except as the parties may mutually approve changes.
Section 3.3 Review of Plans, Drawings and Related Documents.
City’s Development Services Departments shall review all plans submitted for
appropriate entitlements. Review and either approval or disapproval of the plans, specifications,
drawings and related documents must be submitted and consistent with the time periods needed
for plan review by the City’s Development Services Department.
3.3.1 If Developer desires to make any substantial change in the approved
working drawings, Developer shall submit the proposed change to City’s Development Services
Department for approval. The proposed changes must be consistent with the Scope of
Development, Basic Concept Drawings, and any items previously approved or deemed approved
13
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
hereunder. Developer, upon receipt of a disapproval based upon City’s Development Services
Department hereunder, shall revise the plans, drawings and related documents, and shall
resubmit to City’s Development Services Department as soon as possible after receipt of the
notice of disapproval.
Section 3.4 Cost of Development. The cost of rehabilitating the Property, together with
all on- and off-site improvements, including the costs for developing the improvements thereon,
as set forth in the Scope of Development or otherwise required by the City Building Official, City
Engineer, or City Planner, shall be borne by Developer. The parties hereby acknowledge and
agree that any increase in costs above the amounts projected or assumed by Developer, or
decreases in revenues below the amounts projected or assumed by Developer, shall be at the
sole financial risk of Developer.
Section 3.5 Rights of Access. Without limiting any rights of access that Agency or City
may be entitled by law, irrespective of this Agreement, representatives of City shall have a
reasonable right of access to the Property, without charge or fee, at any reasonable time, upon
reasonable notice to the Developer to inspect the work being performed or progress at the
Property for the purpose of this Agreement, including but not limited to the inspection of the work
being performed in constructing the improvements, so long as they comply with all safety rules
and observe any rules adopted by Developer for purposes of maintaining order on the Property,
including requirements that such representatives be escorted.
Section 3.6 Local, State and Federal Laws. The Developer shall carry out the
development of the Improvements on the Property in conformity with all applicable laws, including
all applicable federal and state occupation, safety and health standards. The Developer
represents and warrants that all of the Improvements to be developed by the Developer shall be
completed in compliance with the current City and State of California standards and laws.
Section 3.7 City and Other Governmental Agency Permits and Approvals. Before
commencement of the rehabilitation of the Property, Developer shall, at its own expense, secure
or cause to be secured any and all permits, which may be required by City’s Development
Services Departments, or any other governmental agency affected by such work
Section 3.8 Schedule of Performance. After conveyance of title to Developer, Developer
shall promptly begin and thereafter diligently prosecute to completion the improvement of the
Property as provided in the Scope of Development. Subject to Section 8.3 hereof, Developer
shall begin and complete all improvements and development within the times specified in the
Schedule of Performance or such reasonable extension of those dates as may be granted by
each party to the other in writing.
3.8.1 The Schedule of Performance is subject to revision from time to time
as and if mutually agreed upon in writing between Developer and City
14
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 3.9 Anti-discrimination During Development. Developer for itself and its
successors and assigns agrees that in the development of the improvements on the Property
provided for in this Agreement:
3.9.1 Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, creed, national origin, ancestry, age, marital status,
sex or sexual orientation. Developer will take reasonable action to ensure that applicants are
employed, and that employees are treated during employment without regard to their race, color,
religion, creed, national origin, ancestry, physical handicap, medical condition, age, marital status,
sex or sexual orientation. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Developer agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
3.9.2 Developer will, in all solicitations or advertisements for employees
placed by or on behalf of Developer, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, creed, national origin, ancestry, disability,
age, marital status, sex or sexual orientation.
3.9.3 Developer will cause the foregoing provisions to be inserted in all
contracts for any work covered by this Agreement so that such provisions will be binding upon
each contractor and subcontractor, provided that the foregoing provisions shall not apply to
contracts or subcontracts for standard commercial supplies or raw materials. Developer shall
allow representatives of City access to its employment records related to this Agreement during
regular business hours to verify compliance with these provisions when so requested by City.
Section 3.10 Taxes, Assessments, Encumbrances and Liens. The Developer shall pay
when due all real property taxes and assessments assessed or levied on portions of the Property
from time to time owned by the Developer.
Section 3.11 Zoning and Land Use Requirements; Environmental Review
3.11.1. Developer will attend all proceedings, which may be necessary so that the
rehabilitation and use of the Property shall be in conformity with applicable zoning and General
Plan requirements. City staff has determined that the Development contemplated by this
Agreement is categorically exempt from the provisions of the California Environmental Quality Act
(“CEQA”) pursuant to Section 15280 of the CEQA Guidelines. In the event additional
environmental studies are required, the costs of such studies shall be borne by Developer.
3.11.2. Developer shall take all necessary steps so that the rehabilitation and use
of the Property shall be in conformity with applicable zoning and General Plan requirements,
15
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
including the conditions of approval of any required land use entitlements, and that all applicable
environmental mitigation measures and other requirements shall have been complied with.
3.11.3. If any revisions or modifications to this Agreement, including the Scope of
Development, shall be required to comply with any requirement of a governmental official,
Agency, department or bureau having jurisdiction over the development of the Property, City and
Developer shall cooperate in making such reasonable changes, consistent with the public
purposes of this Agreement, as may be necessary.
Section 3.12 No Agency Created. In performing this Agreement, the Developer is an
independent contractor and not the agent of the Agency or the City. The Agency and the City are
not agents of the Developer. Neither the Agency nor the City shall have any responsibility
whatsoever for payment to any contractor or supplier of the Developer. The Developer shall not
have any responsibility whatsoever for payment to any contractor or supplier of the Agency or the
City.
Section 3.13 Certificate of Completion
The Developer shall furnish any Certificates of Completion, required by City or
State of California, encompassing the Development or any portion thereof, to the City at the time
that all improvements are completed and approved.
ARTICLE 4 LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.
Section 4.1 Restriction on Transfer of the Developer's Rights and Obligations.
4.1.1 The Developer shall not sell, assign, transfer, mortgage, hypothecate, or
convey (collectively, a "Transfer") the Property or any part thereof or any of the Developer's rights
or obligations hereunder, without the City's prior written consent, which consent may be granted
or withheld in the City's sole and absolute discretion, except for the execution of one or more
mortgages, deeds of trust and related instruments securing the Developer’s development loan.
The Developer acknowledges that the identity of the Developer is of particular concern to the City,
and it is because of the Developer's identity that the City has entered into this Agreement with the
Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, and
except for any Holder (defined in Section 4.2) that has taken possession of the Property, no
voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers
under this Agreement. No transfer or assignment of the Developer’s interest hereunder without
the City's prior written approval shall be deemed to release the Developer from the obligations of
the Developer hereunder.
4.1.2 After the issuance of a Certificate of Completion for the Improvements, the
Developer shall have the right to transfer the Property to any person or entity meeting the
requirements of this Agreement.
16
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 4.2 Mortgages and Deeds of Trust. Notwithstanding any provisions of Section
4.1 to the contrary, the Developer shall have the right to mortgage or hypothecate its interest in
the Property and the Improvements pursuant to one or more mortgages, deeds of trust, sales and
leaseback, or any other form of encumbrance or conveyance required for any reasonable method
of financing from an institutional lender approved by the City (which approval shall not
unreasonably be withheld), for the purpose of securing loans of funds to be used for financing the
direct and indirect costs of the Improvements (including land development costs, reasonable and
customary developer fees, loan fees and costs, and other normal and customary project costs),
or for refinancing the development financing with permanent financing. Any institutional lender of
record holding any such mortgage, deed of trust, or other security instrument authorized by this
Agreement shall be referred to as a Holder.
Section 4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to
the Developer concerning any breach or default by the Developer under this Agreement to each
Holder who has previously made a written request to the City for special notice hereunder. Any
notice of breach or default by the Developer shall not be effective against any such Holder unless
given to such Holder. Such Holder shall have the right at its option to cure or remedy any such
default and to add the cost thereof to the secured debt and the lien of its security interest. If such
breach or default can only be remedied or cured by such Holder upon obtaining possession, such
Holder may remedy or cure such breach or default within a reasonable period of time after
obtaining possession, provided such Holder seeks possession with diligence through a receiver
or foreclosure. Such Holder shall be permitted to undertake or continue the development or
completion of the Improvements beyond the extent necessary to conserve or complete the
Improvements.
Section 4.4 Noninterference with Holders. The provisions of this Agreement do not limit
the right of Holders to foreclose or otherwise enforce any mortgage, deed of trust, or other
security instrument encumbering all or any portion of the Property, and the Improvements
thereon, or to pursue any remedies for the enforcement of any pledge or lien encumbering such
portions of the Property. In the event of a foreclosure sale under any such mortgage, deed of
trust or other lien or encumbrance, or sale pursuant to any power of sale contained in any such
mortgage or deed of trust, the purchaser or purchasers and their successors and assigns, and
such portions of the Property shall be, and shall continue to be, subject to all of the conditions,
restrictions and covenants of all documents and instruments recorded pursuant to this
Agreement, including, without limitation, the restrictions set forth in the Grant Deed and the
Regulatory Agreement. The City agrees to execute such further documentation regarding the
rights of any Holder as is customary with respect to development or permanent financing, as the
case may be, to the extent that such documentation is reasonably requested by any Holder and is
reasonably approved by the City.
ARTICLE 5 REHABILITATION OF THE PROPERTY.
17
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 5.1 Use of Property. Developer shall rehabilitate the Property and any portion
thereof that may be used only for sale to a single family of very low or low income as more
specifically described in the Scope of Development. Developer covenants and agrees for itself
and its successors and assigns, and every successor in interest to the Property, or any portion
thereof, that during development and thereafter, Developer and such successors and assigns
shall use the Property exclusively for the purposes herein stated and shall not devote the
Property to any uses which are inconsistent with this Agreement and applicable City land use
entitlements (as described in Section 3 (C) of the Affordable Restriction) for occupancy as their
principal residence, and for no other purposes. Leasing of the Property is expressly prohibited.
5.1.1 After the issuance of a Certificate of Completion for the Property, Developer
shall not make or permit to be made any substantial structural additions or modifications to the
exterior of any of the improvements required to be constructed on the Property pursuant to this
Agreement, or permit a use other than as set forth herein, without the prior written consent of City
Section 5.2 Use and Operation Covenants. For a period of not less than forty-five (45)
years from the close of escrow, the Developer hereby covenants and agrees to use and operate
the Property to conform to the Redevelopment Plan and the Municipal Code and the affordability
covenants in this Agreement and in the Affordable Restriction attached hereto as Exhibit F,
which shall be recorded by the City in the office of the Riverside County Recorder and shall run
with the land and shall be enforceable against the original owner and successors in interest, by
the City.
Section 5.3 Sale of Property
5.3.1 Developer Covenant. Developer agrees to sell the Property only to a “Very
Low or Low Income Household” (as those terms are herein defined) and in accordance with this
Section 5.3.
5.3.2 Selection of Buyer. Developer shall identify and select the buyer for the
Property (the “Buyer”) from the Developer’s program waiting list, and provide technical assistance
to the Buyer to package necessary financing and provide education to the Buyer about the
Affordable Restriction and other Program requirements. If Developer cannot find a Buyer from
the list then, or cannot negotiate a purchase and sale contract with its preferred Buyer with the
approval from the City, the Developer may consider eligible buyers from an established list from
the City.
5.3.3 Income of Buyer. Prior to the sale of the Property to a Buyer, the
Developer shall cooperate with any Program requirements related to verifying the Buyer’s income
and obtaining certifications that Buyer continues to be an eligible Very Low or Low Income
Household.
18
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
5.3.4 Limitation on Sales Price. Developer shall sell the Property to the Buyer at
a price that does not exceed and affordable Housing Cost as defined pursuant to the Affordable
Restriction.
5.3.5 Agency Buyer Assistance. The Agency may provide financial assistance to
the Buyer in the purchase of the Property to secure the Forty-five (45) year Affordability
Restriction, pursuant to that program’s requirements. Such assistance shall be sufficient to lower
the sales price to the Affordable Housing Cost for the Buyer’s household size.
Section 5.4 Maintenance of the Property.
From and after Developer's acquisition of title, Developer covenants that Developer shall
reasonably maintain the improvements on the Property and shall keep the Property free from any
accumulation of debris or waste materials. Further, Developer agrees to comply with any
maintenance requirements set forth in the Agreement attached as Exhibit F.
Section 5.5 Effect and Duration of Covenants
The covenants established in this Agreement, shall, without regard to technical classification or
designation, be binding on Developer and any successor in interest to the Property or any part
thereof for the benefit and in favor of Agency, its successors and assigns, and the City. Except
as otherwise set forth in this Agreement, the covenants contained in this Agreement shall remain
in effect for a period of Forty-Five (45) years after the date of recordation of the Grant Deed in the
Official Records of Riverside County, California. The covenants against discrimination (as
described in Section 5.7) shall remain in perpetuity.
Section 5.6 Obligation to Refrain from Discrimination. The Developer covenants and
agrees for itself and its successors and assigns, and for every successor in interest to the
Property, or any part thereof, and their rights under this Agreement, that there shall be no
discrimination against or segregation of any person, or group of persons, on account of sex,
marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, and the
Developer (itself or any person claiming under or through the Developer) shall not 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, subleases, or
vendors of the Property or any portion thereof. This provision, which is required by law, shall not
be construed as permitting the leasing of the Property.
Section 5.7 Form of Nondiscrimination and Non-Segregation Clauses. The Developer
shall refrain from restricting the rental, sale or lease of the Property or any portion thereof, on the
basis of sex, age, handicap, marital status, race, color, religion, creed, ancestry or national origin
of any person. All deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or non-segregation clauses:
19
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
1. In deeds: "The grantee herein covenants by and for himself, his 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 sex, marital status, race, age, handicap, color, religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
nor shall the grantee himself or any person claiming under or through him, 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, subleases or vendors in the
land herein conveyed. The foregoing covenants shall run with the land."
2. In leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, and this
lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or
group of persons on account of sex, marital status, race, age, handicap, color, religion, creed,
national origin or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land
herein leased, nor shall the lessee himself, or any person claiming under or through him, 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 land herein leased."
3. In contracts relating to the sale or transfer of the Property, or any interest
therein: "There shall be no discrimination against or segregation of any person or group of
persons on account of sex, marital status, race, age, handicap, color, religion, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the land, nor shall the transferee himself or any person claiming under or through him, 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 land."
The foregoing provisions, which are required by law, shall not be construed as permitting the
leasing of the Property.
ARTICLE 6 EVENTS OF DEFAULT AND RIGHTS TERMINATION AND OTHER REMEDIES.
Section 6.1 Defaults--Definition.
Occurrence of any or all of the following shall constitute a default ("Default") under
this Agreement:
20
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
6.1.1 Any breach of this Agreement by any Party involving the payment of money,
and the continuance of such breach for a period of thirty (30) days after the non-defaulting Party
has given written notice to the defaulting Party, as specified in Section 8.1;
6.1.2 A breach of any material term of this Agreement by any Party not involving
the payment of money and failure of such Party to cure such breach within thirty (30) days after
the non-defaulting Party has given written notice to the defaulting Party; provided, however, if
such breach is not reasonably curable within such thirty (30) day period, then such Party shall be
deemed in Default only if such Party does not commence to cure such breach within such thirty
(30) day period and thereafter fails to diligently prosecute such breach to completion;
6.1.3 The Developer's Transfer (as defined in Section 4.1), or the occurrence of
any involuntary Transfer, of the Property or any part thereof or interest therein, or any rights or
obligations of the Developer under this Agreement, in violation of this Agreement;
6.1.4 The Developer's failure or refusal to keep in force and effect any material
permit or approval with respect to development of the Improvements, and the Developer's failure
to cure such breach within thirty (30) calendar days after notice from the City of the Developer's
breach; provided, however, if such breach is not reasonably curable within such thirty (30) day
period, then the Developer shall be deemed in Default only if the Developer does not commence
to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute
such breach to completion;
6.1.5 Filing of a petition in bankruptcy by or against any Party or appointment of a
receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of
creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to
cause such petition, appointment, or assignment to be removed or discharged within 90 days.
6.1.6 The Developer’s failure to commence or complete development of the
Improvements on the Property by the dates set forth in the Schedule of Performance attached
hereto as EXHIBIT B. The obligation set forth in this 6.1.6 shall continue and survive the Close of
Escrow and be incorporated into and made a part of the Grant Deed.
Section 6.2 Remedies in the Event of Default.
6.2.1 Remedies Prior to the Close of Escrow. In the event of a Default by any
Party prior to the Close of Escrow, the non-defaulting Party shall have the right to terminate this
Agreement provided it is not in breach of its obligation under this Agreement, by delivering written
notice thereof to the defaulting Party and to Escrow Holder, subject to the rights of the defaulting
Party to cure such Default as provided in Section 6.1. Such Party may seek against the
defaulting Party any available remedies at law or equity, including but not limited to, the right to
receive damages or to pursue an action for specific performance.
21
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
6.2.2 Remedies for Default After the Close of Escrow. In the event of a Default
by any party after the Close of Escrow, a non-defaulting party shall be entitled to the following
remedies, as applicable.
(a) A defaulting Party shall be liable to the non-defaulting Party for all
damages, costs and losses incurred by the non-defaulting Party, and the non-defaulting Party
may seek against the defaulting Party any available remedies at law or equity, including but not
limited to the right to receive damages or to pursue an action for specific performance; and
(b) The City shall have the right of reversion provided for below in this
Section 6.2.2(b) in the event the Developer fails to commence or complete development of the
Improvements by the dates set forth in the Schedule of Performance attached hereto as EXHIBIT
B, as such dates may be extended by the number of days of any period of Force Majeure Delay
as provided for in Section 6.7 of this Agreement. In such event, in the exercise of its sole
discretion, the City may terminate this Agreement and re-enter and take possession of the
Property, will all Improvements thereon, and revest in the City title to the Property theretofore
conveyed to the Developer (or its successors in interest), take any and all actions necessary to
commence and complete the enforcement of its reversionary interest and in such event the
Developer agrees promptly to take all actions and to execute all documents necessary to revert
title to the Property to the City free and clear of all liens and encumbrances created by or with the
consent of Developer.
6.2.3 Remedies for Default After the Close of Escrow. In addition to the
provisions of Section 6.2.2, in the event of a Default by any Party after the Close of Escrow a
non-defaulting party shall be entitled to the following remedies, as applicable:
A defaulting Party shall be liable to the non-defaulting Party for all damages, costs and
losses incurred by the non-defaulting Party, and the non-defaulting Party may seek
against the defaulting Party any available remedies at law or equity, including but not
limited to the right to receive damages or to pursue an action for specific performance.
Section 6.3 Liberal Development. The rights established in this Article are to be
interpreted in light of the fact that the City will convey the Property to the Developer for
development of the Improvements thereon and the sale of it to a person or family of very low or
low income, and not for speculation in undeveloped land or for development of different
improvements. The Developer acknowledges that it is of the essence of this Agreement that the
Developer is obligated to complete all Improvements.
Section 6.4 No Personal Liability. No representative, agent, attorney, consultant, or
employee of the City shall personally be liable to the Developer or any successor in interest of the
Developer, in the event of any Default or breach by the City, or for any amount which may
become due to the Developer or any successor in interest, on any obligation under the terms of
this Agreement.
22
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 6.5 Rights and Remedies are Cumulative. Except as otherwise expressly
stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise
by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the same default or any other default
by any other party. Upon the occurrence of an event of default, except as to rights and remedies
expressly declared to be exclusive in this Agreement, the injured party shall have all rights and
remedies against the defaulting party as may be available at law or in equity to cure, correct or
remedy any event of default, to obtain specific performance, to recover damages, or to obtain any
other remedy consistent with the purpose of this Agreement.
Section 6.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in
asserting any of its rights and remedies as to any default shall not operate as a waiver of any
default or of any such rights or remedies, or deprive either such Party of its rights to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies. The acceptance by a Party of less than the full amount due from the
other Party shall not constitute a waiver of such Party's right to demand and receive the full
amount due, unless such Party executes a specific accord and satisfaction.
Section 6.7 Force Majeure. Notwithstanding anything to the contrary in this Agreement,
either Party's unexcused material failure to complete the Improvements required by such Party to
be completed according to this Agreement, the Scope of Development, and Schedule of
Performance shall be a breach hereof, provided, however, nonperformance shall be excused
when performance is prevented or delayed by reason of any of the following forces reasonably
beyond the control of such party (a "Force Majeure Delay"): (i) civil disturbance, future order
claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, (ii) any
delay or failure to perform attributable to any strike, lockout or other labor or industrial disturbance
(whether or not on the part of the employees of either party hereto), or the unusual inability to
secure customary materials, equipment, supplies or labor through ordinary sources, but only to
the extent that any such delay referred to in this clause (ii) is an actual, industry wide condition
affecting substantially all similar works of development in the Coachella Valley, California, area;
(iii) delay attributable to the failure of the Developer to secure plan checks, building permits, and
other governmental permits or approvals (including any failure to obtain a temporary certificate of
occupancy) within a reasonable period of time, where such delay is not due to any fault of the
Developer; or (iv) delay attributable to severe weather, lightning, earthquake, fire, storm,
hurricane, tornado, flood, washout, explosion, or any other similar cause beyond the reasonable
control of the party from whom performance is required, or any of its contractors or other
representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse
the performance of the party affected for a period of time equal to any such prevention, delay or
stoppage (except the obligations of either party to pay money to the other party or to close
escrow).
ARTICLE 7 INSURANCE; INDEMNITY.
23
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Section 7.1 Insurance.
7.1.1 The Developer shall obtain and maintain at no cost or expense to the City,
with a reputable and financially responsible insurance company reasonably acceptable to the
City, commercial broad form general public liability insurance, insuring against claims and liability
for bodily injury, death, or property damage arising from the development, use, occupancy,
condition, or operation of the Property, which insurance shall provide combined single limit
protection of at least $1,000,000. Such insurance policy shall name the City and the Agency and
their council members, board members, officers, employees, consultants, independent
contractors, attorneys and servants as additional insureds.
7.1.2 Before commencement of any demolition or development work by the
Developer on any portion of the Property owned by the Developer, the Developer shall obtain and
maintain in force until completion of such work (i) "all risk" builder's risk insurance, including
coverage for vandalism and malicious mischief, in a form and amount and with a company
reasonably acceptable to the City, and (ii) workers' compensation insurance covering all persons
employed by the Developer in connection with work on the Improvements, or any portion thereof.
During the development of Improvements on any portion of the Property by the Developer, such
builder's risk insurance shall cover improvements in place and all material and equipment at the
job site furnished under contract, but shall exclude contractors', subcontractors', and
development managers' tools and equipment and property owned by contractors' and
subcontractors' employees.
7.1.3 The Developer shall also furnish or cause to be furnished to the City
evidence satisfactory to the City that any contractor with whom it has contracted for the
performance of work on the Property or otherwise pursuant to this Agreement carries workers'
compensation insurance as required by law.
7.1.4 With respect to each policy of insurance required above, the Developer and
each of the Developer's general contractors shall furnish to the City an endorsement to the
insurance policy on the insurance carrier's form setting forth the general provisions of the
insurance coverage. The Developer prior to commencement of development of any
Improvements shall furnish the required certificate.
7.1.5 All such policies required by this Section shall be nonassessable and shall
contain language to the effect that (i) the policies cannot be canceled or materially changed
except after thirty (30) days' written notice by the insurer to the City, and (ii) the City shall not be
liable for any premiums or assessments. All such insurance shall have deductibility limits that
shall be commercially reasonable.
Section 7.2 Indemnity. From and after the execution of this Agreement, the Developer
hereby agrees to indemnify, defend, protect, and hold harmless the Agency and the City and any
and all agents, employees and representatives of the Agency and the City, from and against all
losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential
damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-
24
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
pocket litigation costs and reasonable attorney's fees) and demands of any nature whatsoever,
related directly or indirectly to, or arising out of or in connection with:
(i) the development of the Improvements on the Property or the use,
ownership, management, occupancy, or possession of the Property,
(ii) any breach or Default by the Developer hereunder, or
(iii) any of the Developer's activities on the Property (or the activities of the
Developer's agents, employees, lessees, representatives, licensees, guests, invitees,
contractors, subcontractors, or independent contractors on the Property), regardless of whether
such losses and liabilities shall accrue or are discovered before or after termination or expiration
of this Agreement, except to the extent such losses or liabilities are caused solely and exclusively
by the gross negligence or intentionally wrongful acts of the City. The Developer shall defend, at
its expense, including attorneys' fees, the Agency and the City, and the Agency's and the City's
council members, board members, officers, agents, attorneys, consultants, independent
contractors, servants and employees in any legal action based upon such alleged acts or
omissions. The Agency and the City may in their discretion participate in the defense of any such
legal action.
ARTICLE 8 GENERAL PROVISIONS.
Section 8.1 Notices. All notices and demands shall be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices shall be
considered given upon the earlier of (a) personal delivery, or (b) one business day following
deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (c)
three (3) business days following after deposit or delivery shown on the return receipt in the
United States mail, postage prepaid, certified or registered, return receipt requested. A copy of all
notices delivered prior to the Close of Escrow shall be sent to Escrow Holder. Notices shall be
addressed as provided below for the respective Party; provided that if any Party gives notice in
writing of a change of name or address, notices to such Party shall thereafter be given as
demanded in that notice:
The City: Mr. Carlos L. Ortega, City Manager
73-510 Fred Waring Drive
Palm Desert, California 92260
(Telephone: 760-346-0611)
(Facsimile: 760-341-6372)
with a copy to: Best, Best & Krieger
A Professional Corporation
74-760 Highway 111, Suite 200
Indian Wells, California 92210
25
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
Attention: Dave Erwin
(Telephone: 760-568-2611)
(Facsimile: 760-340-6698)
The Developer: Habitat for Humanity Coachella Valley, Inc.
P.O. Box 11738
Palm Desert, CA 92255
(Telephone: 760-342-2243)
(Facsimile: 760-775-9053)
Section 8.2 Development. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of development to the effect that ambi-
guities are to be resolved against the drafting Party shall not apply in the interpretation of this
Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a
whole according to its fair language and common meaning to achieve the objectives and
purposes of the Parties.
Section 8.3 Plans and Data. If this Agreement is terminated for any reason other than
City’s default, and Developer has commenced development of improvements on the Property,
Developer shall deliver to City copies of any and all plans and data concerning the Property which
are in the possession of Developer, and shall assign to City all rights held by Developer to use
such plans and data. In doing so, Developer shall not be considered to be making any
representation regarding the content of such plans and data or expressly or impliedly warranting
the accuracy thereof.
Section 8.4 Interpretation. In this Agreement the neuter gender includes the feminine
and masculine, and singular number includes the plural, and the words "person" and "party"
include corporation, partnership, firm, trust, or association where ever the context so requires.
Section 8.5 Time of the Essence. Time is of the essence of this Agreement.
Section 8.6 Warranty Against Payment of Consideration for Agreement. The Developer
warrants that it has not paid or given, and will not pay or give, to any third person, any money or
other consideration for obtaining this Agreement, other than normal costs of conducting business
and costs of professional services such as architects, engineers and attorneys.
Section 8.7 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or
declare its rights hereunder, the prevailing Party in any such action shall be entitled to its
reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If either the
Agency or the City, without fault, is made a Party to any litigation instituted by or against the
Developer, then the Developer shall defend the City and/or the Agency against and save it
harmless from all costs and expenses including reasonable attorney's fees incurred in connection
with such litigation. If the Developer, without fault, is made a Party to any litigation instituted by or
against the Agency or the City, then the City shall defend the Developer against and save it
26
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
harmless from all costs and expenses including reasonable attorney's fees incurred in connection
with such litigation.
Section 8.8 Entire Agreement, Waivers and Amendments. The Agreement may be
executed in duplicate originals of which each are deemed original. Escrow Holder may accept
escrow instructions in counterparts. This Agreement, together with all attachments and exhibits
hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and
agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned
herein or incidental hereto, and supersedes all negotiations or previous agreements between the
Parties with respect to the subject matter hereof. No subsequent agreement, representation or
promise made by either Party hereto, or by or to any employee, officer, agent or representative of
either Party, shall be of any effect unless it is in writing and executed by the Party to be bound
thereby. No person is authorized to make, and by execution hereof the Developer and the City
acknowledge that no person has made, any representation, warranty, guaranty or promise except
as set forth herein; and no agreement, statement, representation or promise made by any such
person which is not contained herein shall be valid or binding on the Developer or the City.
Section 8.9 Severability. Each and every provision of this Agreement is, and shall be
construed to be, a separate and independent covenant and agreement. If any term or provision
of this Agreement or the application thereof shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to
circumstances other than those to which it is invalid or unenforceable, shall not be affected
hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the
extent permitted by law.
Section 8.10 Headings. All section headings and subheadings are inserted for
convenience only and shall have no effect on the development or interpretation of this
Agreement. The references in this agreement to "Section" shall refer to the sections of this
Agreement unless it is clear from the context that another meaning is intended.
Section 8.11 No Third Party Beneficiaries other than the Agency. The Agency shall be a
named third party beneficiary of this Agreement. This Agreement is made and entered into for the
sole protection and benefit of the Parties, the Agency and their successors and assigns. No
other person shall have any right of action based upon any provision of this Agreement.
Section 8.12 Governing Law; Jurisdiction; Service of Process. California law shall
govern this Agreement and the rights of the Parties. The Parties consent to the exclusive
jurisdiction of the California Superior Court for the County of Riverside. If any legal action is
commenced by the Developer against the City, or by City against the Developer, service of
process on the City shall be made by personal service upon the City Manager or secretary of the
City, or in such other manner as may be provided by law. If any legal action is commenced by
City against the Developer, service of process on the Developer shall be made by personal
service on the President of the Developer, or in such other manner as may be provided by law.
The Developer agrees, for the benefit of the City, that it shall designate an agent for service of
27
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
process in the State of California in the manner prescribed by law, and if it fails to do so, the
Secretary of State of the State of California is designated as agent for the Developer, with full
authority to receive such service of process on its behalf, which designation and authorization
shall survive the Close of Escrow and be irrevocable.
Section 8.13 Survival. The provisions hereof shall not terminate but rather shall survive
any conveyance hereunder and the delivery of all consideration.
28
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as
of the day and year first above written.
City: Developer:
C ITY OF PALM DESERT, a California municipal H ABITAT FOR H UMANITY OF COACHELLA
corporation VALLEY, INC., a California non-profit, public
benefit corporation
By:
Jim Ferguson, Chairman By:
President
ATTEST:
By:
Secretary
Rachelle Klassen, City Clerk
APPROVED AS TO FORM:
Best, Best & Krieger
Special Counsel to the City Palm Desert
City Counsel
29
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
LIST OF EXHIBITS
Exhibit A. -- Legal Description
Exhibit B. -- Site Map
Exhibit C. -- Schedule of Performance
Exhibit D. -- Scope of Development
Exhibit E. -- Grant Deed
Exhibit F. -- Affordable Housing Restriction and Lien Agreement
Exhibit G. -- Deed of Trust and Assignment of Rents
Exhibit H. -- Promissory Note Secured by Deed of Trust
30
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT A.
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Riverside, City
of Palm Desert, described as follows:
LOT 50 of PALM VILLAGE GARDEN TRACT, AS SHOWN BY MAP ON FILE IN BOOK 21
PAGE (S) 56 AND 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
APN 625-022-005
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT B.
SITE MAP
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT C.
SCHEDULE OF PERFORMANCE
1. City’s Publication of Notice of Public Hearing February 23, 2006
& March 2, 2006
2. Approval of the DDA by City Council March 9, 2006
3. Opening of Escrow 5 days from Approval.
4. Execution of the DDA by the Developer, and tender to the City March 30, 2006
5. To the extent required, Developer shall prepare and submit
development drawings and related documents 30 days of City
Council Approval
6. Before commencement of the rehabilitation of the Property,
Developer shall, at its own expense, secure or cause to be secured
Any and all permits that may be required 45 days of City
Council Approval
7. Developer’s approval or disapproval of Preliminary Title Report 15 days from the date
of receipt
8. Developer’s approval or disapproval of the physical condition of
the Property 15 days from escrow
opening
9. Close of Escrow 60 days from opening
10. Commencement of the Rehabilitation Improvements 120 from escrow
closing
11. Completion of the Rehabilitation Improvements 12 calendar months
from escrow closing
12. Transfer of Title to Eligible Purchaser 18 calendar months
from escrow closing
but no later than
September 9, 2007
NOTE: Schedule may be amended with written approval of the City Manager.
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT D.
SCOPE OF DEVELOPMENT
A. Rehabilitation of a single-family residence of approximately 1,392 square feet
with four bedrooms, two baths, two-car detached garage and landscaping.
B. Repair existing wood fencing and replace with appropriate municipal codes and
standards.
C. Landscape – Repair existing sprinkler system, trim and clean up.
D. Wash and paint previously painted interior and exterior (including eves and
trims).
E. Repair and replace any windows, screens, doors, or other entry.
F. Developer shall endeavor to install in ADDITION to the minimum energy
efficiency standards set forth in the current edition of Title 24 Calif.
Administrative Code (CAC) as many of the energy efficiency features or higher
for those items replaced pursuant to City of Palm Desert Office of Energy
Management.
G. Any other items that don’t comply with federal, state, or municipal standards
must be repaired and/or replaced to acceptable City standards including but not
limited to demolition of pool, gates, sidewalks, roof, or other demolition of
existing structures or property features.
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT E.
GRANT DEED
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
City of Palm Desert )
73-510 Fred Waring Drive )
Palm Desert, California 92260 )
Attention: Housing Programs Administrator )
(Space above for Recorder's use.)
Exempt from Recording Fees Per Govt Code §6103.)
APN 625-022-005 Escrow No.:
GRANT DEED
The undersigned grantor(s) declare(s):
Documentary transfer tax is $__________
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF PALM DESERT, a California municipal corporation ("Grantor")
hereby GRANTS, R ELEASES AND R EMISES to
HABITAT FOR HUMANITY OF COACHELLA VALLEY, INC., a California non-profit, public benefit corporation
("Grantee")
the following described real property (the "Property") located in the City of Palm Desert,
County of Riverside, State of California:
LOT 50 of PALM VILLAGE GARDEN TRACT, IN THE CITY OF PALM DESERT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGE (S) 56 AND
57, INCLUSIVE, RECORDS OF SAID COUNTY.
THIS DEED IS BEING RECORDED IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN AFFORDABLE
HOUSING RESTRICTION AND LIEN AGREEMENT, NOTE, AND DEED OF TRUST.
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.
City of Palm Desert, a California municipal corporation
Dated: ____________________
By:
Jim Ferguson, Chairman
ATTEST:
Rachelle Klassen, City Clerk
2
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
State of California }
}
County of }
On , 200__, before me, , a Notary Public,
personally appeared
, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
(seal)
3
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT F.
AFFORDABLE HOUSING RESTRICTION AND LIEN AGREEMENT
1
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (2)_991077\\16516 (2).doc Palm Desert -- Habitat For Humanity
EXHIBIT G.
DEED OF TRUST AND ASSIGNMENT OF RENTS
G:\RDA\Jessica Gonzales\Word Files\HABITAIIGoleta Avenue174065 Goleta Ave�ue dda 022306.doc P,��, Dexrt- MaDrt�t Fo� Hum�niry
EXHIBIT H.
PROMISSORY NOTE SECURED BY DEED OF TRUST
G:�RDA1Jessica Gonzales�Word Files'•HABITAlIGoleta Avenue\74065 Goleta Avenue dda 022306.doc P.i�+ DwBM-- M�blt�t For Mum�nity
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Housing Programs Administrator
__________________________________________________________________________
Exempt from recording fees pursuant to Gov.Code § 6103
AFFORDABLE HOUSING RESTRICTION AND LIEN AGREEMENT
THIS AFFORDABLE HOUSING RESTRICTION and LIEN AGREEMENT (the
"Agreement") including DECLARATIONS OF CONDITIONS, COVENANTS AND RESTRICTIONS
th
is entered into this 9 day of March , 2006, by and between the PALM DESERT
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and HABITAT
FOR HUMANITY OF COACHELLA VALLEY, INC., a California nonprofit corporation (the
"Owner").
RECITALS
A. The Owner is concurrently herewith acquiring that certain real property (the
"Property") located in the City of Palm Desert, County of Riverside, State of California, legally
described in Exhibit "A" attached hereto and incorporated herein by reference, the legal
description, of which is set forth in Section 1(b) of this Agreement.
B. The Agency and the Owner are parties to that certain Disposition and Development
Agreement dated March 9, 2006 (the “DDA”). Pursuant to the DDA, the Owner has agreed to
Rehabilitate a single-family residential dwelling unit on the Property, and the Agency has agreed
to donate the Property to the Owner.
C. Pursuant to the DDA, the Owner is required to restrict the sale of the Property to
persons or families of very low and low income (“Eligible Household”).
D. The “Owner” shall, at the time Rehabilitation is completed, as described in Exhibit C
of the DDA, is required to transfer all named and recorded instruments to any successor who will
assume as “Owner” all conditions contained therein (and will conform to affordability restrictions).
E. It is the desire of the Agency and the Owner to enter into this Declaration for the
creation of affordable housing within the Project Area.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
NOW, THEREFORE, the parties agree as follows:
1. Fundamental Provisions. The Following shall serve as the basic terms of
this Agreement:
(a) Residential Dwelling Unit: The Owner is to rehabilitate the single-
family residential dwelling unit on the property, as more particularly described in the DDA.
(b) Value of Property: The obligations of the Owner and its successors-in-
interest are secured by a deed of trust dated substantially concurrently herewith executed by
Owner, as trustor, in favor of the Agency, as beneficiary.
2. Term of Agreement. This Agreement shall commence upon the date of the
first sale of the property, and shall continue through 45 years thereafter, upon resale the Agency
reserves the right to require the new buyer to enter into a new Affordable Housing Restriction and
Lien Agreement with 45 year covenants from the date of resale.
3. Definitions. For purposes of this Agreement, the terms listed below shall
have the meanings thereinafter specified.
(a) "AMI". As used herein and throughout this Agreement, "AMI" means
the median household income of the Riverside-San Bernardino SMSA, as determined and
published annually by the United States Department of Housing and Urban Development ("HUD"),
pursuant to California Health and Safety Code Section 50093, and the regulations promulgated
thereunder. The AMI shall be adjusted for household size in accordance with state regulations
adopted pursuant to California Health and Safety Code Section 50052.5 for the number of
persons in the household occupying the Property.
(b) Affordable Housing Cost. For the purposes hereof, the term
"Affordable Housing Cost” means a housing cost as defined by the California Health and Safety
Code Section 50052.5 for a Very Low Income Household, Low Income Household and Moderate
Income Household for the number of persons in each household, as appropriate to the property
being purchased, as such regulations may be amended.
For the purposes hereof, the term "housing cost" shall have the meaning ascribed to such term in
25 California Code of Regulations Section 6920, as amended.
(c) Person or Household of Very Low, Low, or Moderate Income, or Very-
Low Income Household, a Low-Income Household, or a Moderate-Income Household means a
person, family or household meeting the income qualification limits set forth in California Health
and Safety Code Sections 50093, 50105, 50052.5, and 50053, and Title 25 of the California Code
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
of Regulations Section 6910, et seq., as the case or context may require, as such statutes and
regulations may be amended from time to time, and any successor statutes thereto.
(e) Eligible Household means a person or family (“Household”) whose
total household income does not exceed the limits established by the Program and
Redevelopment Law of the State of California (“Redevelopment Law”) for households of Very Low
Income, Low Income or Moderate Income, adjusted for household size and as more particularly
described in the Palm Desert Municipal code as Housing Authority Resolution No. 484 (adopted
October 23, 2003).
(f) Occupancy Standards or Allocation of Property. The property shall be
used as Participant’s Principal residence and for no other purpose except as expressly approved
by the City of Palm Desert in accordance with the Palm Desert Municipal Code and Resolution
No. 484. The maximum occupancy of the Property shall not exceed the maximum occupancy
allowed by the Palm Desert Municipal Code and Resolution.
(g) Escrow and Title Costs are to include only those fees charged by an
escrow agent & title insurance company solely for the closing costs of escrow. These are not to
include loan fees, refinancing fees, broker commissions, prepaid items, homeowner’s dues, or
other fees not directly related to the transfer of ownership.
(h) Property means the real property descried in attached Exhibit “A” a
single-family dwelling unit.
(i) Owner means both the party identified as “Owner” in first paragraph of
this Agreement, and any successor in interest of such Owner with respect to the Property.
4. Restriction on Transfer.
(a) The Owner and any Successors, shall not sell, convey, transfer, lease,
sublease, assign, encumber, mortgage, refinance, or hypothecate the Property, or enter into
agreements to sell, convey, transfer, lease, sublease, assign, encumber, mortgage, refinance, or
hypothecate the Property, except in compliance with the terms of this Agreement.
(b) Any violation or breach of the provisions hereof is prohibited and any
Property sale or other transfer of interest enumerated in Section 4 (a) above, in whole or in part,
or transfer in violation hereof shall be null, void and unenforceable at the option of the Agency
and shall additionally, at the option of the Agency, result in an acceleration of the Note requiring
the Owner to immediately repay in full the Note if such transfer is made prior to the expiration of
the Term of this Agreement.
5. Covenant to Maintain Affordability.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
(a) The Property conveys the Owner and any Successors, to increase and
improve the community's supply of very low- and low-income housing available at an Affordable
Housing Cost in accordance with the affordable housing requirements of the Community
Redevelopment Law (California Health and Safety Code, Section 33000, et seq). The Owner and
any Successors, shall sell, convey, assign, or transfer ownership or occupancy of the Property
only to persons who cannot obtain comparable housing at affordable costs on the open market as
provided in Health and Safety Code Section 33334.2(e)(8), as amended. To this end, the Owner
and any Successors, agrees that during the Term the Property shall, except as provided in
Sections 6, 9 and 12 hereof, remain available only at an Affordable Housing Cost and shall only
be used by persons or families whose incomes do not exceed either a Very Low or Low Income.
In addition, if, without the Agency's consent, the Owner fails to occupy the Property as the
Owner's primary residence for a period of 90 calendar days, cumulatively, in any calendar year,
then the Owner shall be in breach of this Agreement.
(b) Subject to the provisions of Section 12 hereof, if after the expiration of
the entire Term the Owner has not either (i) sold, conveyed, transferred, or assigned the Property
except to a Eligible household, where expressly permitted by Section 6 hereof, or (ii) leased or
subleased the Property in violation of the terms hereof, or (iii) refinanced, hypothecated,
encumbered, or mortgaged the Property in violation of the terms hereof, or (iv) sold the Property
at a price exceeding the maximum price permitted under Section 11 hereof, or (v) otherwise
breached the terms and provisions hereof, then the Agency shall forgive the principal balance
outstanding and any accrued interest.
6. Permitted Transfers and Mortgages.
(a) Conveyances to Eligible households. Subject to the option rights of
the Agency herein, the Owner may convey the Property to Eligible Households whose incomes do
not exceed either a Very Low or Low Income, on the condition that (i) the Owner complies with the
requirements of Sections 10 and 11 hereof, (ii) the purchaser covenants to occupy the Property
as such party's primary residence, and (iii) the purchase price does not exceed the maximum
permitted resale price set forth in Section 12 hereof. Any permitted transferee shall acquire the
Property subject to the terms and conditions hereof or a new Affordable Housing Restriction and
Lien Agreement at Agency’s discretion.
(b) Intra-Family Conveyances. The following transfers of title shall not be
breaches of this instrument: transfer by gift, devise, or inheritance to the Owner's spouse; taking
of title by surviving joint tenant that is the Owner's spouse; transfer of title to a spouse as part of a
divorce or dissolution proceeding; acquisition of title in conjunction with marriage; transfers of title
to children when the children's income does not exceed a low or very low income at the time of
transfer. A transfer to children of the Owner where the income of such children exceeds the
maximum household income permitted hereunder shall give rise to the option in favor of the
Agency to purchase the Property described in Section 8; provided, however, such option shall be
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
exercised by the Agency within 60 days after receipt by the Agency of written notice of such
transfer, and the purchase price shall be the amount set forth in Section 8(e).
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
(c) First Trust Deed - Purchase. The Owner may encumber the Property
with a first position deed of trust or mortgage securing a purchase money loan.
(d) Refinancing of First Trust Deed. Not withstanding any restriction or
covenants to the contrary that are superior to the lien of the Deed of Trust, the Owner, may
refinance any first trust deed or mortgage encumbering the Property provided that prior written
approval of the transaction is obtained from the Agency according to the notification and approval
process designated in Section 10 below. Approval will be subject to the limitations that the
principal amount, interest, terms and conditions are reasonable at the time the refinancing takes
place (in the opinion of the Agency), and the principal amount thereof does not exceed the
original principal amount of the loan secured by the first trust deed or mortgage being refinanced
(plus reasonable loan fees and costs) and together with the second Trust Deed doesn’t over-
encumber the property. Failure to obtain prior Agency approval to refinance any first trust deed or
mortgage encumbering the Property shall be deemed a violation or breach of terms of this
Agreement, subject to the provisions of Section 4(b) and deemed a default, subject to the
provisions of Section 16.
(e) Junior Trust Deeds. Not withstanding any restriction or covenants to
the contrary that are superior to the lien of the Deed of Trust, any loan to be secured by a junior
trust deed or mortgage encumbering the Property shall require the prior written approval of the
Agency according to the notification and approval process designated in Section 10 below. The
Agency shall consider in good faith whether to permit a loan of the aforementioned type, subject
to the restrictions that the proceeds of said loan are to be used to pay for repairs or the
construction of improvements to the Property, on the following terms and conditions: (i) the
principal amount of such loan shall not exceed the cost of the repairs or the improvements (plus
loan fees and loan costs), (ii) the loan is originated by a bank, savings and loan association, or
other institutional lender, (iii) the interest rate and payment terms thereon are reasonable (in the
Agency's reasonable opinion), (iv) the Owner shall be capable of meeting the monthly payments
provided by such loan (in the Agency's reasonable opinion), and (v) the Property is not over-
encumbered. Construction of improvements is not to include any items that are construed to be of
a luxury nature, i.e., in ground pools or spas, interior or exterior decorative items, or
improvements that the reasonable useful life is not more than five (5) years. Failure to obtain
prior Agency approval for any loan to be secured by a junior trust deed or mortgage encumbering
the Property shall be deemed a violation or breach of the terms of this Agreement, subject to the
provisions of Section 4 (b) and deemed a default, subject to the provisions of Section 16.
7. Subordination to First Trust Deed Encumbrances.
(a) The Agency recognizes that immediately prior to the recordation
hereof the Owner is or may be recording a deed of trust that shall be superior to this Agreement
and the Deed of Trust, and the Agency agrees that, in such event, such deed of trust recorded
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
prior hereto shall be superior to this Agreement and the Deed of Trust. On recording any such
first trust deed as above, the borrower, at the borrower’s expense, shall cause to be recorded in
the Office of the Riverside county Recorder a written request for a special notice of default in
favor of the Agency (independent of the notice required by part (i) of the preceding paragraph). In
the event of the foreclosure of such deed of trust, or the conveyance by deed in lieu of foreclosure
of the Property to a bank, savings and loan, or other institutional lender that is the beneficiary of
such deed of trust superior to the lien hereof, the provisions hereof shall terminate and be of no
force or effect; provided, however, if the senior lien holder acquires title to the Property pursuant
to a deed in lieu of foreclosure, then the terms hereof shall terminate only if:
(i) the Agency has been given written notice of a default under the
senior deed of trust and
(ii) the Agency shall not have cured the default under the senior deed
of trust, or diligently pursued the curing of the default as determined by the senior lien
holder, within 60 days after the date the notice is sent to the Agency.
(b) The Agency further agrees that, in the event of a resale of the Property
or a refinancing of a deed of trust that was superior to the lien hereof, the Agency agrees to
execute a subordination agreement, in form and substance acceptable to the Agency,
subordinating this Agreement and the Deed of Trust to any first deed of trust or mortgage, in favor
of any bank, savings and loan association, or other institutional lender which makes a loan to
finance or refinance the loan for the purchase of the Property, securing the obligations under
such loan, subject to the following terms and conditions:
(i) The principal amount of the new loan does not exceed the
original principal amount of the loan being refinanced, plus reasonable loan fees and costs;
(ii) The terms and provisions of the loan secured by such deed of
trust, including interest rate, term, amortization, fees, acceleration clauses, late payment charges,
and prepayment charges, shall conform substantially to the provisions in the lender's loan
documents for comparable loans, unless deviations are pre-approved in writing in advance of the
subordination by the Agency;
(iii) The borrower shall deliver to the Agency true and accurate
copies of the loan agreement, proposed promissory note, deed of trust, and a written statement
from the borrower certifying that such documents are true and accurate copies of the loan
documents, which the borrower intends to execute in connection with the loan;
(iv) On recording the new first trust deed, the borrower, at the
borrower's expense, causes to be recorded in the Office of the Riverside County Recorder a
written request for a special notice of default in favor of the Agency;
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
(v) The borrower shall deliver to the Agency, at the owner’s expense, a
copy of Insurance Coverage each year in favor of the Palm Desert Redevelopment Agency as a
loss payee: and
(vi) The Agency may condition any such subordination upon its receipt
of assurances from a reputable title company that this Agreement is not being subordinated to any
liens or encumbrances other than such new loan as the result of such subordination.
If the Agency, at its sole election, advances any sums to any senior lien holders that are due and
payable by the Owner to the senior lien holder, such amounts shall immediately be due and
payable by the Owner to the Agency together with interest thereon at the maximum legal rate
permitted under California usury laws.
8. Agency Option to Purchase.
(a) Option. In order to maintain and insure that the Property shall remain
affordable to and only occupied by Persons or Families of Very Low or Low Income, the Agency is
hereby granted an option, throughout the Term hereof, to purchase such Property if the Owner
desires to transfer the Property, or to find another Person or Family of Very Low or Low Income to
purchase the Property. The option shall be exercised in writing by the Agency, if at all, within 60
days after the Agency's receipt of the written notice (the "Notice of Proposed Sale") of the
Owner's desire to transfer the Property as provided in Section 9(a), below. During such 60-day
period, with Agency approval, the Owner may enter into an agreement to sell the Property to an
Eligible household at a price that does not exceed the maximum price set forth in Section 11.
Provided the Agency approves the eligible household that the owner presents, and then the
Agency shall not then exercise the option or find another buyer. If the Agency exercises the
Option, then the Agency shall promptly open escrow thereafter and shall close escrow for the
purchase of the Property prior to the date that is 60 days after the Agency opens escrow. Title to
the Property shall be delivered to the Agency at the close of escrow free and clear of monetary
liens and encumbrances, and closing costs shall be allocated in the fashion as is customary for
buyers and sellers in Riverside County.
(b) Agency's Failure to Close Following Exercise of the Option. If the
Agency exercises the option to purchase but, due to the Agency's sole fault, the Agency does not
close escrow within 90 days after the date the Agency first received the Owner's Notice of
Proposed Sale, then the Owner shall be entitled to sell the Property to a person or family that is
not a Eligible household; provided, however, (i) if the Property is sold to a person or family that is
not a Eligible household, or (ii) if the Property is sold at a price that exceeds the maximum resale
price set forth in Section 11, then the Owner shall repay the Loan (including all accrued interest
thereon) to the Agency as provided in Section 9(c), below, plus an amount equal to 25% of the
amount by which the net sale proceeds received by the Owner ("net sale proceeds" being the
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
gross sale proceeds minus customary and reasonable costs of sale incurred by the Owner,
including brokerage commissions, and adjusted for reasonable pro-rations) exceeds the maximum
resale price set forth in Section 11.
(c) Terms of Purchase. If the Agency exercises the option, the purchase
price to be paid by the Agency shall be paid all in cash at the close of escrow. The Owner may
require a deposit to open escrow in an amount not to exceed three percent (3%) of the purchase
price. Title to the Property shall be delivered to the Agency at the close of escrow free and clear
of monetary liens and encumbrances. Closing costs shall be allocated between the buyer and
seller according to the customary practices in Riverside County in effect at the time the option is
exercised.
(d) Conditions to Close of Escrow. The escrow instructions may provide
for conditions or contingencies of the type and nature customarily included in residential purchase
escrows (including but not limited to inspection by the Agency and elimination of pests, and
preliminary title report approvals), provided that any such conditions or contingencies (other than
the status of title to the Property at the time of conveyance and other conditions which by their
nature cannot be satisfied prior to closing) must be satisfied or waived on or before the close of
escrow. The proceeds of the sale shall be used to pay off all monetary liens and encumbrances
upon the close of escrow. Escrow shall close within 60 days after the Agency exercises its option
to purchase.
(e) Purchase Price. The purchase price of the Property to be paid by the
Agency pursuant to the Agency's exercise of the Option shall be the lesser of:
(i) The actual purchase price paid by the Owner for the Property
plus reasonable and customary escrow closing and title costs (defined in Section 3 (e)) actually
incurred by the Owner in purchasing such Property, times a fraction, the numerator of which is the
AMI for the year in which the sale takes place, and the denominator of which is AMI in which the
Owner purchased the Property (and subtracting therefrom the amount of the Loan, which the
Agency shall assume from the Owner); or
(ii) the maximum resale price determined pursuant to Section 11
(a), below, assuming that the Agency, as purchaser, is of the same income category as was the
seller at the time the seller purchased the Property; or
(iii) the fair market value of the Property, as determined by an
appraiser approved by the Agency.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
9. Resale Price Controls and Procedures.
(a) If the Owner elects at any time to sell the Property, then the Owner
shall, prior to signing a listing agreement or other authorization to sell with a real estate broker,
first provide to the Agency a notice (the "Notice of Proposed Sale") setting forth the Owner's
intention to sell the Property, and a property information form to be prepared by the Agency.
Such Notice shall contain information about the Owner's original purchase price of the Property.
Agency or its designee shall have sixty (60) days from the time following the receipt by the
Agency or its designee of the Notice to find a new buyer for the Property being sold, or sixty (60)
days to exercise the Agency's option to purchase described in Section 8; provided, however, the
Agency or its designee may shorten such time period upon a showing of hardship by the Owner.
The Owner agrees to consider as purchasers those Eligible households identified on a list that
may be maintained by the Agency. Nothing contained herein shall be construed as imposing on
the Agency any obligation to find a purchaser of the Property if the Owner has elected to sell the
Property.
(b) If the Owner resells the Property to a Eligible household at a price that
does not exceed the price set forth in Section 11, then the provisions hereof shall continue to
encumber the Property, and the Agency shall subordinate its interest in this Agreement and the
Deed of Trust as provided in Section 7 hereof. Each successor in interest to Owner that is a
Eligible household shall acquire the Property subject to the affordability covenants of Forty-Five
(45) years, and restrictions on such property provided in this Agreement and the Deed of Trust;
and if Agency purchases such property and resells the Property, such acquisition shall not
operate to merge this Agreement and the Deed of Trust into the Agency's fee interest.
(c) If, after expiration of the sixty (60) day period, Agency or its designee
has failed to procure an eligible and qualified buyer and the Agency has not exercised its option,
then the Owner shall then be free to seek a buyer for the Property without any limitation on resale
price or income category of the purchaser; provided, however, (i) if the purchaser is not a Eligible
Household, or (ii) if the resale price exceeds the maximum resale price set forth in Section 11,
then the Owner shall repay the Loan (and all accrued interest thereon) to the Agency, plus an
amount equal to 25% of the amount by which the net sale proceeds received by the Owner
exceed the maximum resale price set forth in Section 11.
(d) The escrow instructions may provide for conditions or contingencies of
the type and nature customarily included in residential purchase escrows (including but not
limited to financing contingencies, inspection rights, and preliminary title report approvals),
provided that any such conditions or contingencies (other than the status of title to the Property at
the time of conveyance and other conditions which by their nature cannot be satisfied prior to
closing) must be satisfied or waived on or before the close of escrow. The proceeds of the sale
shall be used to pay off all monetary liens and encumbrances upon the close of escrow. Escrow
shall close within a reasonable time after opening thereof.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
(e) The Owner shall notify any proposed purchaser in writing prior to such
person's execution of escrow instructions, deposit receipt, purchase and sale agreement or
similar agreement, whichever is earliest, that the title to the Property will be restricted in the
manner described herein.
(f) The Owner may require a deposit to open escrow in an amount not to
exceed three percent (3%) of the purchase price. Title to the Property shall be delivered to the
purchaser at the close of escrow free and clear of monetary liens and encumbrances, except as
provided for in this Agreement. Closing costs shall be allocated between the buyer and seller
according to the customary practices in Riverside County in effect at the time the escrow is
opened.
(g) For the purpose of confirming with the Agency that a proposed
purchaser is a Eligible Household that will be paying a purchase price that is in compliance with
the terms hereof, the Owner shall notify the Agency in writing of any offer from a prospective
purchaser which the Owner intends to accept, disclosing the identity of such prospective
purchaser and providing the Agency with such financial, credit, and other information on such
prospective purchaser as required by the Agency, including the following:
(i) Name and address of the purchaser.
(ii) Number of persons comprising the purchaser's household and their
names and ages.
(iii) Proposed purchase price of the Property, and any other
consideration for the purchase of the Property.
(iv) Verification purchaser is a First Time Home Buyer.
(v) Amount of down payment.
(vi) Terms of any loan that will be used by the purchaser to finance the
purchase of the Property, including, but not limited to, principal, interest rate, term, and loan fees.
(vii) Closing date.
(viii) Aggregate annual income of the purchaser's household.
(ix) Most recent federal and state income tax returns of the purchaser
and all other members of the purchaser's household for the preceding two (2) calendar years, and
verification of the proposed purchaser's salary or wages from the purchaser's employer or from
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
current pay stubs showing year to date as well as period payroll for the preceding two (2)
calendar years.
(x) Copy of any proposed purchase and sale agreement, escrow
instructions, loan application, or other agreements between the Owner and the purchaser of the
Property or relating to the sale of the Property including closing documents or any other
documentation that the Agency deems appropriate to implement this agreement.
(xi) A written statement signed by the proposed purchaser that the
Purchaser of such Property would occupy the Property and use as his or her primary residence.
In lieu of providing the foregoing information, these requirements shall be deemed to have been
satisfied by delivery to the Agency of a written certification of the foregoing information from the
purchaser's lender who shall hold a first position trust deed encumbering the Property, which
certification shall be furnished to the Agency at least 15 days prior to the close of escrow for the
Property.
(h) The Agency shall have 30 days to review the information (unless the
Agency received the certification from prospective purchaser's lender, in which case the Agency
shall have 15 days to review the information). If the Agency fails to approve the purchaser within
such period of time, then the purchaser shall be deemed approved by the Agency. The Agency
may require the purchaser to submit other written documentation reasonably requested by the
Agency to verify the information set forth herein and to determine that the Affordable Housing
Cost restrictions of this instrument are being satisfied. If the Agency receives all such prospective
purchaser information requested by the Agency, the Agency shall determine whether the
prospective purchaser is a Eligible household, and shall thereafter immediately notify the Owner
in writing that the prospective sale is authorized and approved, or that the prospective purchaser
does not qualify to purchase the Property as a Person or Family of Very Low or Low Income. The
Agency hereby designates the City manager of the Agency to make the evaluations, reviews and
determinations set forth in this Section.
(i) If the Agency notifies the Owner that the sale is authorized and
approved, the Owner shall proceed to complete the sale of the Property within seventy-five (75)
days of the date of such approval from the Agency.
10. Notification Prior to Mortgage, Encumbrance or Hypothecation. If Owner
desires to refinance any loan secured by a first trust deed encumbering the Property, pursuant to
Section 6(d), or to borrow funds for a new loan to be secured by a junior trust deed encumbering
the Property the proceeds of which are to be used to pay for repairs or the construction of
improvements to the Property, pursuant to Section 6(e), prior written approval of the Agency is
required. To request approval, at least 30 days prior to the recordation of the intended deed of
trust or mortgage, the Owner shall submit to the Agency in writing the following information:
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
(a) Name and address of lender.
(b) Terms of the loan, including, but not limited to, principal, interest rate,
term, and loan fees.
(c) Closing date of the loan.
(d) Copy of any proposed escrow instructions, loan application, or other
agreements between the Owner and the lender.
(e) Written documentation of compliance with the conditions for Agency
approval as set forth in Section 6(d) or Section 6(e), whichever applies.
(f) Other written documentation reasonably requested by the Agency to
verify the information set forth herein.
The Agency shall have fifteen (15) working days; after all requested information has been
submitted, to review the documentation. If the Agency fails to affirmatively approve or disapprove
the refinancing within such period of time, then the purchaser shall be deemed approved by the
Agency. Failure to obtain prior Agency approval for the transactions covered by this Section 10
shall be deemed a violation or breach of the terms of this Agreement, subject to the provisions of
Section 3(b) and deemed a default, subject to the provisions of Section 16.
11. Restriction on Resale Price. Except as permitted by Sections 8 and 9, the
Owner shall not resell the Property at a price higher than the lesser of the following:
(a) An Affordable Housing Cost (as defined in Section 3 (b)) for the
prospective purchaser, assuming (i) a reasonable down payment, and (ii) a 30 year fixed rate
mortgage at prevailing interest rates.
(b) The sum of:
(i) the selling Owner's original purchase price of the Property times
a fraction, the numerator of which is the AMI for the year in which the sale takes place, and the
denominator of which is AMI in which the Owner purchased the Property; plus
(ii) escrow costs, title insurance premiums paid, and other
customary closing costs and fees as defined by Section 3 (e). plus
(iii) if the Owner sells the Property after a default under a mortgage
or deed of trust, but prior to a trustee's sale or foreclosure sale, the purchase price shall be
further increased by all expenses actually incurred by the holder of such mortgage or beneficiary
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
under such deed of trust due to the Owner's default including, but not limited to, trustee's fees,
attorney's fees, costs of sale and debt service on the debt secured by such mortgage or deed of
trust.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
12. Repayment of the Loan. Upon any resale of the Property, the Loan shall be
due and payable, except as follows:
If the resale of the Property is to another Eligible household, then (i) all interest
accrued from the date of the seller's acquisition of the Property through the closing date of the
resale to the new Eligible household shall be paid at close of escrow, (ii) interest shall then
accrue from and after the closing date of the resale (with such accrued interest again to be
subject to payment upon another resale to yet another Eligible household). At the end of the
Forty-Five (45) year Term hereof, if there have been no resales to any person or family other than
a Eligible household, the principal balance outstanding and any accrued interest shall be forgiven
by the Agency subject to and in accordance with the provisions of Section 5(b) hereof.
13. Annual Report. The Agency shall have the option of requesting information
not more than once annually, to implement this agreement.
14. Nondiscrimination Covenants. By the Owner's acceptance hereof, the
Owner and Successors agrees, for itself, its successors and assigns, to refrain from restricting the
transfer of the Property on the basis of race, color, creed, religion, ancestry, sex, marital status,
national origin or age of any person. All such deeds and leases entered into with respect to the
Property shall contain or be subject to substantially the following nondiscrimination or
nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or herself,
his or her heirs, executors, administrators, and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises
herein conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees,
or vendees in the premises herein conveyed. The foregoing covenants shall run with the land."
(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 race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy,
tenure, or enjoyment of the premises herein leased nor shall the lessee himself, or
any person claiming under or through him or her, establish or permit any such
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
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.’”
The foregoing shall be a covenant running with the land for the benefit of, and as a burden upon
the Property, and shall remain in effect in perpetuity. Nothing contained herein shall be construed
as permitting the Owner or Successors to rent or lease the Property without the Agency's prior
written consent.
15. Maintenance of the Property/Prohibition Against Waste. The Owner shall
not commit waste upon the Property. The Owner shall not remove or demolish the improvements
on the Property. The Owner shall, throughout the Term hereof, keep and maintain the Property
and the improvements thereon in good condition and repair. If the Owner at any time fails to so
keep and maintain the Property in good condition and repair, after 30 days notice from the
Agency, the Agency shall have a right to enter onto the Property and perform such deferred
maintenance, and the Owner shall promptly reimburse the Agency for all costs incurred by the
Agency in performing such maintenance.
16. Default. If either party defaults with regard to any of the provisions of this
Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting
party. If the default is not cured by the defaulting party within thirty (30) days after service of the
notice of default, or if the default is not commenced to be cured within thirty (30) days after
service of the notice of default and is not cured promptly within a reasonable period of time after
commencement, the defaulting party shall be liable to the other party for damages caused by
such default.
17. Notices. All notices to be delivered to the parties pursuant to the terms
hereof shall be in writing and shall be delivered in person or by U.S. Mail or other delivery service
to the addresses listed below.
Any of the following addresses may be changed by written notice. If notice is given it shall
be deemed effective upon 3 business days after deposit of same, postage prepaid, in the U.S.
Mail, or the date of actual receipt as evidenced by personal acknowledgment, return receipt or
other comparable means.
If to Owner: Habitat for Humanity
P.O. Box 11738
Palm Desert, CA 92255
Attention: Cindy Pieper
If to the Agency: Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: Executive Director
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
18. Covenants to Run With the Land. Subject to Section 6 hereof, the
covenants established in this Agreement shall be binding on the Owner and any successor in
interest of the Owner to the Property, and shall be for the benefit and in favor of the Agency, its
successors and assigns, the City of Palm Desert, and Alphonso Sanchez the real party in interest
under that certain Stipulation for Entry of Judgment, Riverside County Superior Court Case No.
INDIO 51124; subject to Section 6 hereof, the covenants shall run with the land in favor of the
Agency and shall be a burden upon the Property and shall be for the benefit of the parcels that
comprise the Project Area owned by the City of Palm Desert, as described in Instrument No.
23610, recorded on December 22, 1981 in the Official Records of Riverside County. The
covenants established in this Agreement shall be incorporated by reference in all deeds
conveying all or any portion of the Property. The Owner (and each successor in interest, as the
case may be) shall furnish a copy of this instrument to any successors in interest and assume all
restrictions and conveyances as recorded on all said instruments secured by the Deed of Trust.
The Agency shall have the right, in the event of any breach by the Owner of any covenant or
agreement herein, to exercise all the rights and remedies, and to maintain any actions at law or
suits in equity or other proper proceedings to enforce the curing of such breach of covenant or
agreement. Notwithstanding the foregoing, however, the Owner and the successors in interest to
the Owner named herein shall be liable for performance hereof only during their respective period
of ownership of the Property, provided that the "transferee" Owner has in writing assumed and
agreed to perform the "transferor" Owner's obligations hereunder.
19. Administration. The Agency may administer the terms hereof or may, from
time to time assign its rights hereunder or designate another entity, person, licensed real estate
broker or organization to administer the terms hereof.
20. Independent and Severable Provisions. If any provision of this instrument
is held by a court of competent jurisdiction to be unenforceable or invalid, such holding shall not
render unenforceable any other provision hereof, each provision hereof being expressly
severable and independently enforceable to the fullest extent permitted by law.
21. Further Assurances and Recordations. The Owner covenants that upon
request of the Agency, the Owner, or its heirs, successors or assigns, will execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such further instruments and
agreements and do such further acts as may be necessary, desirable or proper to carry out more
effectively the purpose of this instrument. At the expiration of the Term, the Agency agrees to
provide to the Owner an instrument in recordable form that has the effect of confirming the
termination of the affordable housing requirements of this instrument.
22. Captions and Section Headings. Captions and section headings used
herein are for convenience only and shall not be used in construing this instrument.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
23. No Waiver. No waiver by the Agency of its rights hereunder, or of any
breach by the Owner of any covenant, restriction, or condition herein contained, shall be effective
unless such waiver is in writing, signed by the Agency and delivered to the Owner. Any waiver by
the Agency of its power to terminate the Owner's estate herein or of any covenant, restriction, or
condition herein contained, or the failure by the Agency to exercise any right or remedy with
respect to any breach or breaches, shall not constitute a waiver or relinquishment for the future of
any rights regarding subsequent sales, or of any such covenant or condition nor bar any right or
remedy of the Agency in respect of any subsequent breach.
24. Entire Agreement. This instrument constitutes the entire agreement of the
parties hereto, and the provisions hereof may be modified or amended only by a written
instrument signed by the party to be charged.
25. Attorneys' Fees. In any action brought to declare the rights granted herein
or to enforce or to interpret any of the terms of this Agreement, the prevailing party shall be
entitled to an award of reasonable attorney's fees in an amount determined by the court.
26. Amendments. Only the Agency, its successors and assigns, and the Owner
and the successors and assigns of the Owner in and to all or any part of the fee title to the
Property shall have the right to consent and agree to changes in, or to eliminate in whole or in
part, any of the covenants, easements, or other restrictions contained in this Agreement, or to
subject the Property to additional covenants, easements or other restrictions.
27. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Agency and the Owner, and their respective successors, owners and assigns.
The terms and provisions hereof shall run with the land and shall be a burden upon the land,
including the Property and each Property, and shall be binding upon the Owner=s successors in
interest as purchasers of the Property, for the benefit of the Agency.
28. Foreclosure of Superior Mortgage. In the event of the foreclosure of a
deed of trust or mortgage superior to the lien hereof, or the conveyance by deed in lieu of
foreclosure of the Property to a bank, savings and loan, or other institutional lender holding a
deed of trust or mortgage superior to the lien hereof, the provisions hereof shall terminate and be
of no force or effect; provided, however, if the senior lien holder acquires title to the Property
pursuant to a deed in lieu of foreclosure, then the terms hereof shall terminate only if (i) the
Agency has been given written notice of a default under the senior deed of trust and (ii) the
Agency shall not have cured the default under the senior deed of trust, or diligently pursued the
curing of the default as determined by the senior lien holder, within 60 days after the date the
notice is sent to the Agency.
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
“AGENCY” “OWNER”
PALM DESERT REDEVELOPMENT AGENCY, HABITAT FOR HUMANITY
a public body, corporate and politic
By: ____ ___ By: ___________________________
Attest:
__________________________________
Secretary
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
State of California }
}
County of }
On , 2006, before me, , a Notary Public,
personally appeared
, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
(seal)
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
State of California }
}
County of }
On , 200_, before me, , a Notary Public,
personally appeared
, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
(seal)
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
“EXHIBIT A”
LEGAL DESCRIPTION
That certain real property situated in the City of Palm Desert, County of Riverside, State of
California, described as follows:
LOT 50 of PALM VILLAGE GARDEN TRACT, AS SHOWN BY MAP ON FILE IN
BOOK 21 PAGE (S) 56 AND 57, INCLUSIVE OF MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA.
APN 625-022-005
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (3)_991078\\16516 (3).doc 7/19/2021
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
Palm Desert Redevelopment Agency )
73-510 Fred Waring Drive )
Palm Desert, California 92260 )
Attention: Housing Programs Administrator )
)
)
(Space above for Recorder's use.)
(Exempt from Recording Fees Per Govt Code §6103.)
DEED OF TRUST AND ASSIGNMENT OF RENTS
A. P. N. 625-022-055
th
This Deed of Trust, made this _9 day of __March___, 2006, between __Habitat of
Humanity of Coachella Valley, Inc.___, herein called Trustor, whose address is __P.O.
Box 11738___, Palm Desert, California in favor of First American Title Insurance
Company, as Trustee, for the benefit of the PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic, herein called Beneficiary,
Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO
TRUSTEE IN TRUST, WITH POWER OF SALE, that property (the “Property”) in Riverside
County, California, described as:
LOT 50 of PALM VILLAGE GARDEN TRACT, IN THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 21 PAGE (S) 56 AND 57, INCLUSIVE,
RECORDS OF SAID COUNTY.
TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the
right, power and authority hereinafter given to and conferred upon Beneficiary to collect
and supply such rents, issues and profits.
For the Purpose of Securing:
1_ Performance of each agreement of Trustor herein contained. 2. Payment of the
indebtedness evidenced by one promissory note of even date herewith, and any
extension or renewal thereof, in the principal sum of $20,000.00 executed by
Trustor in favor of Beneficiary or order. 3. The obligations of the Trustor and its
successors-in-interest to the Property, under that certain Affordable Housing
Page 1 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
Restriction and Lien Agreement (the “Affordable Restriction") from the original
Trustor to Beneficiary dated March 9, 2006 and recorded concurrently herewith.
To Protect the Security of This Deed of Trust, Trustor Agrees:
(1) To keep said Property in good condition and repair; not to remove or
demolish any building thereon without prior approval; to complete or restore
promptly and in good workmanlike manner any building which may be constructed,
damaged or destroyed thereon and to pay when due all claims for labor performed
and materials furnished thereof; to comply with all laws affecting said Property, or
requiring any alterations or improvements to be made thereon; not to commit or
permit waste thereof; not to commit, suffer or permit any act upon said Property in
violation of law; and to do all other acts which from the character or use of said
Property may be reasonably necessary, the specific enumerations herein not
excluding the general.
(2) To provide or cause to provide, maintain and deliver to Beneficiary fire
insurance satisfactory to and with loss payable to Beneficiary and any superior trust
deed holder, as their interests may appear. The amount collected under any fire or
other insurance policy may be applied by Beneficiary upon any indebtedness
secured hereby and in such order as Beneficiary may determine, or at option of
Beneficiary the entire amount so collected or any part thereof may be released to
Trustor. Such application or release shall not cure or waive any default or notice of
default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect
the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all
costs and expenses, including cost of evidence of title and attorney's fees in a
reasonable sum, in any such action or proceeding in which Beneficiary or Trustee
may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.
(4) To pay: at least ten (10) days before delinquency all taxes and
assessments affecting said Property, including assessments on appurtenant water
stock; when due, all encumbrances, charges and liens, with interest, on said
Property or any part thereof, which appear to be prior or superior hereto; all costs,
fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided,
then Beneficiary or Trustee, but without obligation so to do and without notice to or
demand upon Trustor and without releasing Trustor from any obligation hereof,
may: make or do the same in such manner and to such extent as either may deem
necessary to protect the security hereof, Beneficiary or Trustee being authorized to
enter upon said Property for such purposes; appear in and defend any action or
proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance,
charge or lien which in the judgment of either appears to be prior or superior hereto;
Page 2 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
and, in exercising any such powers, pay necessary expenses, employ counsel and
pay his reasonable fees.
(5) To pay immediately and without demand all sums so expended by
Beneficiary or Trustee, with interest from date of expenditure at the amount allowed
by law in effect at the date hereof, and to pay for any statement provided for by law
in effect at the date hereof regarding the obligation secured hereby any amount
demanded by the Beneficiary not to exceed the maximum allowed by law at the time
when said statement is demanded.
(6) That any award of damages in connection with any condemnation for
public use of or injury to said Property or any part thereof is hereby assigned and
shall be paid to Beneficiary (and to any superior trust deed holder, as their interests
may appear) who may apply or release such moneys received by him in the same
manner and with the same effect as above provided for disposition of proceeds of
fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due
date, Beneficiary does not waive his right either to require prompt payment when
due of all other sums so secured or to declare default for failure so to pay.
(8) That at any time or from time to time, without liability therefore and
without notice, upon written request of Beneficiary and presentation of this Deed of
Trust and said note for endorsement, and without affecting the personal liability of
any person for payment of the indebtedness secured hereby, Trustee may:
reconvey any part of said Property; consent to the making of any map or plat
thereof; join in granting any easement thereon; or join in any extension agreement
or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed of Trust and said note to
Trustee for cancellation and retention and upon payment of its fees, Trustee shall
reconvey, without warranty, the Property then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the truthfulness
thereof. The grantee in such reconveyance may be described as "the person or
persons legally entitled thereto.” Five years after issuance of such full
reconveyance, Trustee may destroy said note and this Deed of Trust (unless
directed in such request to retain them).
(10) That as additional security, subject to the rights of superior trust deed
holders, as their interests may appear, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of these Trusts,
to collect the rents, issues and profits of said Property, reserving unto Trustor the
right, prior to any default by Trustor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, to collect and retain such
rents, issues and profits as they become due and payable. Upon any such default,
Page 3 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
Beneficiary may at any time without notice, either in person, by agent, or by a
receiver to be appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take possession of
said Property or any part thereof, in his own name sue for or otherwise collect such
rents, issues and profits, including those past due and unpaid, and apply the same,
less costs and expenses of operation and collection, including reasonable
attorney's fees, upon any indebtedness secured hereby, and in such order as
Beneficiary may determine. The entering upon and taking possession of said
Property, the collection of such rents, issues and profits and the application thereof
as aforesaid, shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
(11) That upon default by Trustor in payment of any indebtedness secured
hereby, or in performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of written
declaration of default and demand for sale and of written notice of default and
election to cause to be sold said Property, which notice Trustee shall cause to be
filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said
note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as then
required by law, Trustee, without demand on Trustor, shall sell said Property at the
time and place fixed by it in said notice of sale, either as a whole or in separate
parcels, and in such order as it may determine, at public auction to the highest
bidder for cash in lawful money of the United States, payable at time of sale.
Trustee may postpone sale of all or any portion of said Property by public
announcement at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the preceding
postponement. Trustee shall deliver to such purchaser its deed conveying the
Property so sold, but without any covenant or warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as
hereinafter defined, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust,
including cost of evidence of title in connection with sale, Trustee shall apply the
proceeds of sale to payment of: all sums expended under the terms hereof, not then
repaid, with accrued interest at the amount allowed by law in effect at the date
hereof; all other sums then secured hereby; and the remainder, if any, to the person
or persons legally entitled thereto.
(12) Beneficiary, or any successor in ownership of any indebtedness
secured hereby, may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which
instrument, executed by the Beneficiary and duly acknowledged and recorded in the
Page 4 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
office of the recorder of the county or counties where said Property is situated, shall
be conclusive proof of proper substitution of such successor Trustee or Trustees,
who shall, without conveyance from the Trustee predecessor, succeed to all its title
estate, rights, powers and duties. Said instrument must contain the name of the
original Trustor, Trustee and Beneficiary hereunder, the book and page where this
Deed of Trust is recorded and the name and address of the new Trustee.
(13) That this Deed of Trust applies to, inures to the benefit of, and binds
all parties hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term Beneficiary shall mean the owner and holder,
including pledges, of the note secured hereby, whether or not named as Beneficiary
herein. In this Deed of Trust, whenever the context so requires, the masculine
gender includes the feminine and/or neuter, and the singular number includes the
plural.
(14) That Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. Trustee is
not obligated to notify any party hereto of pending sale under any Deed of Trust or
of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party
unless brought by Trustee.
(15) If the Trustor shall sell, lease, transfer, assign, convey, encumber,
mortgage, hypothecate or alienate the real Property described herein, or any part
thereof, or any interest therein, or shall be divested of title or any interest therein in
any manner or way, whether voluntarily or involuntarily (except as permitted by
Beneficiary pursuant to the terms and conditions set forth in the Affordable
Restriction), or if Trustor shall fail to make any payments due under the note
secured by this Deed of Trust, or fail to perform any other obligation under said
Affordable Restriction of even date herewith, this Deed of Trust or the note secured
hereby, or any other deed of trust encumbering the subject Property, then
Beneficiary shall have the right, at its option, to declare any indebtedness or
obligations secured hereby, irrespective of the maturity date specified in any note
evidencing the same, immediately due and payable.
Notwithstanding the foregoing, if the resale of the Property is to another
Eligible Household (as defined in the Affordable Restriction), and such purchaser
assumes in writing the obligations of the Affordable Restriction, the Note, and this
Deed of Trust, then (i) all interest accrued from the date of the seller's acquisition of
the Property through the closing date of the resale to the new Eligible Household
shall be paid by Seller at Close of Escrow, (ii) interest shall then accrue from and
after the closing date of the resale (with such accrued interest again to be subject to
payment upon another resale to yet another Eligible Household). At the end of the
Forty-Five (45) year term hereof, if there have been no resales to any person or
family other than an Eligible Household, the principal balance outstanding and any
accrued interest shall be forgiven by the Beneficiary subject to and in accordance
with the provisions of Section 5 part (b) of the Affordable Restriction.
Page 5 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
(16) Notwithstanding anything provided herein to the contrary, the
Beneficiary agrees to look solely to the Trustor's interest in the Property
encumbered hereby and improvements thereon (or the proceeds thereof) for the
satisfaction of any remedy of the Beneficiary, and for the collection of a judgment
(or other judicial process) requiring the payment of money by the Trustor, except
where such judgment results from a claim of fraud; intentional misrepresentation;
misapplication; misappropriation; or wrongful retention of rental income; casualty
insurance; condemnation proceeds; or other funds attributable to the Property; the
commission of any act of deliberate waste with respect to the Property encumbered
hereby; or the deposit of any hazardous or toxic materials on the Property
encumbered hereby; in which events there shall be no such limitation on the
Beneficiary's recourse against the Trustor.
(17) Any breach or default under the Affordable Restriction shall be
deemed a breach of this Deed of Trust.
(18) Immediately prior to the recordation hereof the Trustor is or may be
recording a deed of trust that shall be superior to this Deed of Trust. In such event,
such Deed of Trust recorded prior hereto shall be superior to this Deed of Trust.
Therefore, in the event of the foreclosure of such Deed of Trust, or the conveyance
by deed in lieu of foreclosure of the Property to a bank, savings and loan, or other
institutional lender that is the beneficiary of such Deed of Trust superior to the lien
hereof, the provisions hereof shall terminate and be of no force or effect; provided
however, if the Senior Lender acquires title to the Property pursuant to a deed in
lieu of foreclosure, then this Deed of Trust shall terminate only if (i) Beneficiary has
been given written notice of a default under the Senior Lender's Deed of Trust, and
(ii) the Beneficiary shall not have cured the default under the Senior Lender's Deed
of Trust, or diligently pursued the curing of the default as described in the
Affordable Restriction as determined by the Senior Lender, within 60 days after the
date the notice is sent to the Senior Lender.
The undersigned Trustor requests that a copy of any Notice of Default and of
any Notice of Sale hereunder be mailed to him at his address hereinbefore set
forth.
Signature of Trustor
_________________________ _________________________
Title Order No. ______________________
Escrow or Loan No. _______________
Page 6 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
Page 7 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
State of California }
}
County of }
On , 2006, before me, , a Notary Public,
personally appeared
, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
(seal)
Page 8 of 8
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (4)_991079\\16516 (4).doc 7/19/2021
NOTICE TO MAKER:
This Note evidences an obligation as part of the Redevelopment Law, and
requires repayment of the principal sum and interest in the event of default.
PROMISSORY NOTE
SECURED BY DEED OF TRUST
Palm Desert, California
Amount: $ _20,000__ Date: __March 9____ 200 6
Property Address: __74-065 Goleta Avenue__, Palm Desert, California 92260
FOR VALUE RECEIVED, the undersigned __Habitat of Humanity of Coachella
Valley, Inc._ (“Maker”) hereby promises to pay to the order of the Palm Desert
Redevelopment Agency, a public body, corporate and politic (“Holder”), at Palm Desert,
California, without deduction or offset, the sum of __ _TWENTY THOUSAND ___ Dollars
($ 20,000.00) (the “Loan”), together with simple interest at the rate of 3% per annum. If
more than one person is signing this as Maker, then the obligations of the Maker shall be
joint and several.
This Note is secured by that certain Deed of Trust and Assignment of Rents of even
date herewith executed by Maker for the benefit of Holder (the “Deed of Trust”), a copy of
which is on file as a public record with the Holder and is incorporated herein as reference.
In addition, this Note is issued, made, and delivered pursuant to and in implementation of
the terms and conditions the Affordable Housing Restriction and Lien Agreement dated
_March 9 , _2006_ between __ Habitat of Humanity of Coachella Valley, Inc.__ and Holder
(“Affordable Housing Restriction and Lien Agreement”) and recorded concurrently with the
Deed of Trust securing this Note. The Maker acknowledges that but for the execution of
this Note, the Holder would not enter into the Agreement or make the loan contemplated
therein.
The principal amount of this Loan shall be due and payable on ______________,
20______ (the “Maturity Date”); provided, however, if Maker has not breached the terms
and conditions of either the Affordable Housing Restriction and Lien Agreement, this Note
or the Deed of Trust, then Holder agrees to forgive all principal and interest, if any, on the
Maturity Date.
Page 1 of 3
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (5)_991080\\16516 (5).doc 7/19/2021
Maker may prepay, without penalty or premium, any amount of the interest, if any, or
principal under this Note prior to the due date hereof. Prepayments shall be credited first
against accrued interest, if any, and the balance shall be credited to principal.
Should default be made by the undersigned in the performance of any of the
covenants or agreements of the Maker contained in the Affordable Housing Restriction and
Lien Agreement, this Note, or the Deed of Trust, and if such default is not cured within five
(5) days from Holder’s notice to Maker of such default, then, at Holder’s option, all sums
owing hereunder shall, at once, become due and payable. Thereafter, interest shall
accrue at the maximum legal rate permitted to be charged by non-exempt lenders under
the usury laws of the State of California.
This Note and the Deed of Trust by which it is secured shall be governed by and
construed in accordance with the laws of the State of California.
All parties who are obligated to pay any portion of the indebtedness represented by
this Note, whether as principal, surety, guarantor or endorser, hereby waive presentment
for payment, demand, protest, notice of protest and notice of dishonor, and all other
notices to which they might otherwise be entitled, and further waive all defenses based on
release of security, extension of time or other indulgence given in respect to payment of
this Note, to whomsoever given, and further waive all defenses, generally except the
defense of actual payment of this Note according to its tenor.
The undersigned hereby covenants and agrees to pay all costs and expenses of
collection, whether by suit or otherwise, at any time or from time to time incurred, including
without limitation attorney’s fees and all costs and expenses actually incurred in
connection with the protection or realization of the property secured by the Deed of Trust.
If Maker shall sell, lease, sublease, assign, convey, transfer, encumber, mortgage,
hypothecate or alienate the real property (the “Property”) encumbered by the Deed of
Trust, or any part thereof, or any interest therein, or shall be divested of their title in any
manner or way, whether voluntarily or involuntarily, the indebtedness evidenced hereby,
irrespective of the maturity date expressed herein, at the option of the Holder, upon
demand, shall immediately become due and payable, except as permitted by Holder
pursuant to the terms and conditions set forth in the Affordable Housing Restriction and
Lien Agreement. To this end, the Deed of Trust securing this Note provides as follows:
If the Trustee shall sell, lease, sublease transfer, assign, convey, encumber,
mortgage, hypothecate or alienate the real property described herein, or any
part thereof, or any interest therein, or shall be divested of title or any
interest therein in any manner or way, whether voluntarily or involuntarily
(except as permitted by Beneficiary pursuant to the terms and conditions set
forth in the Affordable Housing Restriction and Lien Agreement), or Trustee
shall fail to make any payments due under the note secured by this deed of
trust, or fail to perform any other obligation under said Affordable Housing
Page 2 of 3
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (5)_991080\\16516 (5).doc 122205
Restriction and Lien Agreement of even date herewith, this deed of trust or
the note secured hereby, or any other deed of trust encumbering the subject
property, then Beneficiary shall have the right, at its option, to declare any
indebtedness or obligations secured hereby, irrespective of the maturity date
specified in any note evidencing the same, immediately due and payable.
Notwithstanding the forgoing, if the resale of the Property is to another Eligible
Household (as defined in the Affordable Housing Restriction and Lien Agreement), and
such purchaser assumes in writing the obligations of the Affordable Housing Restriction
and Lien Agreement, this Note, and the Deed of Trust, then (i) all interest accrued from the
date of the seller’s acquisition of the Property through the closing date of the resale to the
new Eligible Household shall be paid by Seller at close of escrow, (ii) interest shall then
accrue from and after the closing date of the resale (with such accrued interest again to be
subject to payment upon another resale to yet another Eligible Household. At the end of
the 45-year term hereof, if there have been no resales to any persons or families other
than Eligible Households, then the principal balance outstanding and any accrued interest
shall be forgiven by the Holder subject to and in accordance with the provisions of Section
5 part (b) of the Affordable Housing Restriction and Lien Agreement.
Subject to the foregoing, the terms of this Note shall be binding upon and inure to
the benefit, as the case or context may require, of the respective heirs, successors in
interest and assigns of the undersigned and the Holder.
This note may be subject to Section 2966 of the California Civil Code, which
provides that the Holder of this Note shall give written notice to Maker, or its successor in
interest, of prescribed information at least 60 (sixty) and not more than 150 days before
any balloon payment is due.
Time is of the essence with respect to each and every provision hereof. If any
provision hereof is found to be invalid or unenforceable by a court of competent
jurisdiction, the invalidity thereof shall not affect the enforceability of the remaining
provisions of this Note.
____________________________ ___________________________
“Maker” “Maker”
Page 3 of 3
C:\\Users\\nmartin\\AppData\\Local\\Temp\\16516 (5)_991080\\16516 (5).doc 7/19/2021