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HomeMy WebLinkAboutResolution 582 Actions Related 2 Conveyance APN 627-092-050 and 627-092-006PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: CONSIDERATION FOR APPROVAL OF ACTIONS RELATED TO THE CONVEYANCE OF TVVO SINGLE-FAMILY LOTS TO HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. (PURSUANT TO HEALTH AND SAFETY CODE 33433 (c)) KNOWN AS APN NOS. 627- 092-050 AND 627-092-006 SUBMITTED BY: Janet Moore, Director of Housing Jessica Gonzales, Management Analyst - Housing DATE: February 24, 2011 CONTENTS: Agency Resolution No. 582 Disposition and Development Agreement Habitat for Humanity of the Coachella Valley Letter Site Map Recommendation 1) That the Agency Board: 1) Conduct a public hearing and accept testimony on the conveyance of two single-family lots located at San Benito Circle known as APN 627-092-050 and APN 627-092-006 (the "Property") to Habitat for Humanity of the Coachella Valley, Inc. ("Habitat") for the purpose of constructing two single- family dwellings to be made available to qualified households of lower income. Following public testimony: 2) Waive further reading and adopt Agency Resolution No. 582 pursuant to California Health and Safety Code Section 33433 (c) approving the conveyance of the Property to Habitat pursuant to a disposition and development agreement between the Agency and Habitat in substantially the form presented to the Agency at this meeting (the "Agreement"). 3) By Minute Motion, approve deferred payment ("Silent Second") Trust Deeds in favor of the Agency in amounts necessary, not to exceed $20,000.00 per lot; and if necessary an additional amount of $20,000.00 for homebuyer assistance to secure an affordable housing cost pursuant to the Redevelopment Law. Funds are available in Housing Mitigation Account No. 214-4490-466-3901 and Housing Set Aside Account No. 870-4699-464-4001. 4) By Minute Motion, reaffirm reimbursement from Housing Set -Aside funds to the Agency for acquisition and auxiliary costs associated with the subject property. Funds are available in Housing Set Aside Account No. 870-4492- 464-4001. Staff Report Public Hearing APN Nos. 627-092-050 and 627-092-006 February 24, 2011 Page 2 of 3 Executive Summary The Agency has received a letter from Habitat requesting the donation of vacant lots to build single-family dwelling units in connection with a vocational program with the College of the Desert. Habitat has built nine (9) homes in the City of Palm Desert and has been successful in building quality housing for low income families. The lots would be suitable for this purpose and staff recommends that the above -mentioned lots be donated to Habitat subject to a deed of trust in favor of the Agency in the amount of $20,000.00 per lot, and if necessary an additional amount of $20,000.00 for homebuyer assistance to a lower income household to secure an affordable housing cost pursuant to the Redevelopment Law. Background The above -referenced lots are owned by the Agency. On January 8, 2009, the Agency Board authorized reimbursement for acquisition costs of the lots using Housing Set -Aside funds in the event the property was designated for a lower income household. They were acquired as part of the Alessandro Alley widening project with the specific intent to construct a single-family dwelling on each lot to be made available to lower income households. Health and Safety Code Section 33433(a) and (b) generally provide that before any property of the Agency acquired, in whole or in part, directly or indirectly, with tax increment moneys is sold for development pursuant to the redevelopment plan, the sale must first be approved by the City Council by resolution after a public hearing and the resolution must contain certain findings. Health and Safety Code Section 33433(c) provides that the requirements of subdivisions (a) and (b) will not apply to the sale of a "small housing project" if the City Council adopts a resolution that authorizes the Agency to sell small housing projects pursuant to Section 33433(c). Pursuant to its Resolution No. 03-34, adopted on April 10, 2003, the City Council authorized the Agency to sell small housing projects pursuant to Section 33433(c). The Property constitutes a small housing project. Health and Safety Code 33433 (c) provides that the sale of a small housing project must be approved by the Agency following a public hearing. The purpose of the public hearing is to receive public testimony as prescribed by law. 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. Attached for your review and approval is the proposed Agreement and related documents which provide for the conveyance of the Property from the Agency to Habitat. The Agreement and related documents provide, among other things, for the following: 1. The recordation of a deed of trust in favor of the Agency in the amount of $20,000.00 per each lot. 2. The construction of a single family home on each lot by Habitat, which includes the incorporation of energy efficient elements above Title 24 and sustainability features. 3. The recordation of a 45-year affordability covenant in favor of the Agency for each lot. GArda\Patty Leon\JMM\staff report\San Benito Lots - RDA Habitat Donation - Staff Report 2-24-11.doc Staff Report Public Hearing APN Nos. 627-092-050 and 627-092-006 February 24, 2011 Page 3 of 3 4. The sale of each single family home by Habitat to a lower income household at an affordable housing cost. 5. Resale price controls and an option for the Agency to purchase upon resale Fiscal Analysis The Agency previously purchased the Property for $296,711.84 (APN 627-092-050 $175,175.13 and APN 627-092-006 $121,536.71). The fiscal impact to the Agency in connection with the proposed Agreement includes the auxiliary costs to the Agency related to the conveyance of the land such as escrow fees, and any Agency Silent Seconds in amounts necessary to secure an affordable housing cost. Submitted by: Department Head: Jessi onzales, Man emenrAnalyst Jalpet More, Director of Housing Approval: Z McCarthy, ACM/Redevelopment MI. Wohlmuth, Executive Director Paul Gibson, Director of Finance /awl 5-6 • BY RDA (7,7* VERIFIED BY P1)/ airbrillj Original on file with City C k'8 Office GArda\Patty Leon\JMM\staff report\San Benito Lots - RDA Habitat Donation - Staff Report 2-24-11.doc RESOLUTION NO. 582 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433(c) THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The Palm Desert Redevelopment Agency (the "Agency") owns two lots located at San Benito Circle in the City of Palm Desert, California described as APN No. 627-092-050 and APN No. 627-092-006 (collectively, the "Property"). The Agency proposes to sell the Property to Habitat for Humanity of the Coachella Valley, Inc. ("Habitat") for the purpose of Habitat constructing a single family dwelling on each lot for sale to and , occupancy by qualified low income households pursuant to the disposition and development agreement (the "Agreement") presented to the Agency at this meeting and now on file in the offices of the Agency Secretary and City Clerk of the City of Palm Desert. Section 2. Following notice duly given, the Agency has held a full and fair public hearing on the sale by the Agency of the Property to Habitat pursuant to Health and Safety Code Section 33431. The Agency has made available to the public through the offices of the Agency Secretary and City Clerk a copy of the Agreement prior to the public hearing. Section 3. Health and Safety Code Section 33433(a) and (b) generally provide that before any property of the Agency acquired, in whole or in part, directly or indirectly, with tax increment moneys is sold for development pursuant to the redevelopment plan, the sale must first be approved by the City Council by resolution after a public hearing and the resolution must contain certain findings. Health and Safety Code Section 33433(c) provides that the requirements of subdivisions (a) and (b) will not apply to the sale of a "small housing project," as defined in Health and Safety Code Section 33013, if the City Council adopts a resolution that authorizes the Agency to sell small housing projects pursuant to Section 33433(c). Pursuant to its Resolution No. 03-34, the City Council authorized the Agency to sell small housing projects pursuant to Health and Safety Code Section 33433(c). Section 4. The Agency hereby finds and determines that the Property qualifies as a "small housing project" as that term is defined in Health and Safety Code 33013. Section 5. The Agency hereby approves the Agreement and the Executive Director is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Agreement in substantially the form on file with the Agency Secretary and the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Executive Director (such approval to be conclusively evidenced by such execution and delivery). -1- PA/1111_11/11-11 \ 1 11zIA 1 lxr 1 rinn Cnn Ronitn I Mc OR 00 Section 6. The officers of the Agency are hereby authorized and directed, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper in order to effectuate the purposes of this Resolution and the transactions contemplated hereby; and any such actions previously taken by such officers are hereby ratified, confirmed and approved. Section 7. Agency staff is hereby directed, within 30 days after the end of the Agency's fiscal year in which the sale of the Property to Habitat occurs, to file a report with the City Council which discloses the name of the buyer, the legal description or street address of the Property, the date of the sale, the consideration for which the Property was sold by the Agency to the buyer, and the date on which the Agency held its public hearing for the sale. 2011. ATTEST: Secretary PASSED, APPROVED and ADOPTED this day of Chairman -2- PgAill_f1(1111 \ 1 glild 11.'1 0nn ricinitn I nk. 00 00 DISPOSITION AND DEVELOPMEN i ENT BY AND BE N THE PALM DESE VELOP AGENCY ANITY OF T E COACHELLA VALLEY, INC. "Developer" FEBRUARY , 2011 P6402-0201 \1309935v4.doc DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AG as of February , 2011 (the "Effective Date") is enter DESERT REDEVELOPMENT AGENCY, a public and HABITAT FOR HUMANITY OF THE CO profit public benefit corporation (the "Develop hereinafter sometimes individually referred "parties". A L S and co T (this "Agreement"), dated between the PALM te and politic (the "Agency"), LEY, INC., a California non - the Developer are 'vely referred to as the This Agreement is entered into wi erence to the following facts: A. The purpo Project Area No. 1 (the "R California, by facilitating co within the boundaries of Proje B. the City functi the State California). re particular Parcel A and "Property"). Th Developer to co rty (the "Project' his Agreement ffectuate the Redevelopment P ment Plan") o gency, in ity of Palm Des of low incom e-fa ces on real pro 1 (the "Proje edevelopment dopted on J he Agen powers, and o lifornia (being Area, p the Projec in accordance the 'bed B public bo ed and ex 33000 e ency owns t f Pal (P ope o acqu the vements Developmen additional jobs, and provide sin the purposes an F. The provisions relating to the provisions of the Re e Proj '11 bstan approved ed by Ordinance No. 80 of rpora under . of the interest in t ounty of Ri hereto and i referred t e to the is olitic, e munit d Safe g governmental velopment Law of e of the State of eels of r- serty Project State of Cali rated herein by ence as ein collectively as rty from the Agency to enable in Section 1.1.26) on the assist in the e of blight in the Project mprove the econe c and physical conditions in mily r ces to qualified households of low income, all s of th velopment Plan. cy has determ pment oft ment P G. The Agency ha Agreement is in the best interest residents and taxpayers of the Proje provisions of applicable state and loca hat the la 1 ses specified in this Agreement and the ect specified in this Agreement are consistent with each of its applicable elements. t the development of the Project pursuant to this ncy, and the health, safety and welfare of the ea, and is in accord with the public purposes and laws. P6402-0201 \1309935v4.doc H. A material inducement to the Agency to enter into this Agreement is the agreement by the Developer to develop the Project within a limited period of time, and the Agency would be unwilling to enter into this Agreement in the absence of an enforceable commitment by the Developer to develop the Project within such period of time. NOW, THEREFORE, in reliance upon the foregoing Recitals, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. The following terms as used i nt shall have the meanings given unless expressly provided to the contrar 1.1.1 AHRLA means the Affordas d using Restriction en Agreement in the form attached hereto as Exhibit F and inc ed herein y this referen 1.1.2 Agency means the Palm Des ent Agency, a pu • lie body, corporate and politic, exercising govern ental functio owers, and organized and existing under the Community Redevelopmen the State o fornia, with full power and authority to execute this Agreement. office o gency is located at 73-510 Fred Waring Drive, Palm Desert, CA 9 1.1.5 be provided b the Age Improve the eans thi elopment Agreement. 5.3.2. s a certificate described in Section 3.15, to isfactory completion of construction of the ccupancv means a final certificate of occupancy issued by s the City of Palm Desert, a municipal corporation, exercising governmenta tions an. ers, and organized and existing under the laws of the State of California. The ipa e of the City is located at 73-510 Fred Waring Drive, Palm Desert, CA 92260-2578. 1.1.8 Close of Escrow and Closing are defined in Section 2.3.2. 1.1.9 Commencement Date is defined in Section 3.1.1. 1.1.10 Completion Date is defined in Section 3.1.1. 1.1.11 Deed of Trust means the Deed of Trust, Assignment of Rents and Security Agreement in the form attached hereto as Exhibit G and incorporated herein by this reference. -2- P6402-0201 \ 1309935 v4.doc 1.1.12 Deemed Disapproved Exceptions is defined in Section 2.5.2. 1.1.13 Default is defined in Section 6.1. 1.1.14 Developer means Habitat for Humanity of the Coachella Valley, Inc., a California non-profit public benefit corporation. The principal office of the Developer for purposes of this Agreement is , Palm Desert, California Attention: 1.1.15 Disapproved Exceptions is defined in Sectio 1.1.16 Disapproval Notice is defined in Sectio 1.1.17 Due Diliaence Period is defined in e on 2.7. 1.1.18 Escrow is defined in Section 1.1.19 Escrow Holder means Fo Escrow Holder for purposes of this Agreement is California 92211, Telephone: (760) 773-5333; Fax: ( 1.1.20 Force Maieure 1.1.21 Grant Deed is defi 1.1.22 hereafter defined as o "hazardous materi substances," "pollut "hazardous air pollutan , Escrow, The principa e of the Bo k, Suite G-2, Pa Desert, 289; Attention: fined in S 6.7. H terials chem aterial or substance now or "hazardous substances," "hazardous wastes," " "restricted hazardous waste," "toxic hazardous chemical substance or mixture," of similar import under any local, state or s adopte Ications promulgated pursuant thereto g, without limitation: the Comprehensive Environmental Act of 1980, 42 U.S.C. § 9601, et seq. ("CERCLA"); the ,as amended, 49 U.S.C. § 1801, et seq.; the Federal d, 33 U.S.C. § 1251, et seq.; and the Resource of 1976, 42 U.S.C. § 6901, et seq. The term "Hazardous of the following: any and all toxic or hazardous substances, United States Department of Transportation Table (49 CFR 172.101) or by the ental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all am ents thereto in effect as of the date of the close of any escrow; 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 biphenyl's; radon gas; or any other chemical, federal la applica Res Haz Water Conservat Materials" sh materials or wa the the e , Compensat Materials Tra 'on Control A d Recovery o includ • ted ' ded in extremely cont.. in d L aft() amen definiti rdous w " "immin P6402-0201 \1309935v4.doc -3- 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 is defined in Section 4.1.1. 1.1.24 Improvements means the improvements described in Section 3.1.1. 1.1.25 Outside Date is defined in Section 2.3.2. 1.1.26 Parcel A and Parcel B are described in 1.1.27 Plans and Specifications is define ction 3. 1.1.28 Project is defined in Recital 1.1.29 Proiect Area is defined in tal A. 1.1.30 Promissory Note means a Pro e Secured by Deed of Trust in the form attached hereto as Exhibit H corporated • by this reference. 1.1.31 Property is defin 1.1.32 Prop ocuments 1.1.33 subject to the provi reference and made ed in Recital A. This Agreement shall be which are incorporated herein by this orth herein. Section 2.8. d is defined in Section 2.5.2. eement is defined in Section 2.7.1. of Performance means the schedule attached hereto as Exhibit B and incorpora reference. 1.1. e of Development means the description the Improvements contained in Exhibit D attached eto and incorporated herein by this reference. 1.1.39 Survey is defined in Section 2.5.1. 1.1.40 Title Company is defined in Section 2.5.3. 1.1.41 Title Policy is defined in Section 2.5.3. 1.1.42 Title Report is defined in Section 2.5.1. -4- P6402-0201 \1309935v4.doc 1.1.43 Transaction Costs means all attorney's fees, staff time, appraisal costs, and costs of financial advisors and other consultants. 1.1.44 Transfer is defined in Section 4.1.1. ARTICLE 2 CONVEYANCE OF THE PROPERTY 2.1 Conveyance. Subject to and in accordance with the te s and conditions herein set forth, the Agency agrees to convey the Property to the Develope the Developer agrees to acquire the Property from the Agency. 2.2 Consideration. The Agency shall convey the rt consideration for the Developer's agreement to construct e prove Developer and use restrictions set forth in the AHRL the Develope delivery of Promissory Notes in the amount of Tw ousand Dollars of Trust with respect to each of Parcel A and Pa 2.3 Escrow. 2.3.1 Opening of Es execution of this Agreement, the Deve with the Escrow Holder for the transfer deposit with the Escrow Holder a fully ex shall serve as the escrow i agreement of the partie Agreement, and to c 2.3.2 Holder causes p e Grant the Co Close Esc the C terminat appropriate connection wi row. e "Outside does not occu onies and d , and each h term. s (whic w. Th s the E ithin thirty e Agenc o the e Developer in the covenants of the ecution and 0) and Deeds ( days after the parties' full open an escrow (the "Escrow") oper. The parties shall this Agreement, which pp • in writing by mutual w Holder i authorized to act under this w Holder hereunder. row" or "Closing" means the date Escrow ere to be recorded in the Official Records of sion of the Pros y shall be delivered to the Developer on the shall occur within sixty (60) days following the opening of y reason other than a default by the Agency or Developer or be he Outside Date, this Agreement shall automatically ents • eposited into the Escrow shall be promptly returned to the shall pay its one-half (1/2) of any Escrow charges and fees in n. 2.3. ery of Closing Documents. (a) The Agency and Developer agree to deliver to Escrow Holder, at least two (2) days prior to the Close of Escrow, the following instruments and documents, the delivery of each of which shall be a condition precedent to the Close of Escrow: (b) The Grant Deed, duly executed and acknowledged by the Agency, conveying a fee simple interest in the Property to Developer, subject only to such exceptions to title as Developer may have approved or have been deemed to approve pursuant to Section 2.5.2; -5- P6402-0201 \1309935v4.doc (c) Two (2) copies of the AHRLA (one pertaining to Parcel A and the other to Parcel B), each duly executed and acknowledged by the Developer; (d) Two (2) copies of the Promissory Note (one pertaining to Parcel A and the other to Parcel B), each in the stated principal amount of Twenty Thousand Dollars ($20,0000 and duly executed by the Developer; (e) Two (2) copies of the Deed of trust (one pertaining to Parcel A and the other to Parcel B), each duly executed and acknowledged by the D -veloper; (0 Two (2) copies of the Notice of Af ility Restriction on Transfer of Property in the form attached hereto as Exhibit I a orated herein by this reference (one pertaining to Parcel A and the other to Parce ac executed and acknowledged by Agency and Developer; (g) The Agency's affida ontemplated by C. ia Revenue and Taxation Code Section 18662; (h) A Certification of No accordance with Internal Revenue Code Section 1445; us signed by Agency in (i) Such pro •ency's veloper's authority and authorization to enter into this transactio ompan reasonably require in order to issue the Title Policy. The Age evelop r agree to ecute such reasonable and customary additiona ments, uch ad • al escrow instructions, as may be reasonably required to close t saction w is the su of this Agreement pursuant to the terms hereof 2. ons se of Escrow. e obligations of the Agency and Developer to close t bject of this Agreement shall be subject to the satisfaction, or wai d thereby, of each of the following conditions: enefit the Agency, the Developer shall have deposited such funds as ar essary to pa costs and expenses payable by Developer hereunder. enefit of the Agency, all actions and deliveries to be undertaken or made by Develo prior to the Close of Escrow shall have occurred, as reasonably determined by the Ag 2.4.3 For the benefit of the Developer, all actions and deliveries to be undertaken or made by the Agency on or prior to the Close of Escrow shall have occurred, as reasonably determined by the Developer. 2.4.4 For the benefit of the Agency, all Agency approvals required to be obtained prior to the Close of Escrow shall have been so obtained. -6- P6402-0201 \1309935v4.doc 2.4.5 For the benefit of the Agency, the Developer shall have executed and delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder under the terms of this Agreement and the Developer shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.6 For the benefit of the Developer, the Agency shall have executed and delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder under the terms of this Agreement and the Agency shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.7 For the benefit of the Agency, the represe s and warranties of the Developer contained in this Agreement shall be true and con Close of Escrow. 2.4.8 For the benefit of the Develop committed to issuing in favor of the Developer the endorsements reasonably acceptable to the Dev 2.5 Condition of Title: Survey: Title Ins 2.5.1 Within five (5) s da Agreement, the Agency shall deliver to (i) a current preliminary title report cove of any instruments noted as exceptions the Agency's possession. Th er at its survey of the Property cc ith the cooperate with the r updat Developer shall be ed by a r ered sury days following the De or obtained evel De Deve any exce "Disapprov reasonable pa within the Revie receipt of the Disap btains a Surve to title show ceptions") rity (t aterial respects as of the e Company sh irrevocably olicy, in form and ance, and with as provid in Section 2. ys after er for arties' full execution of this eloper's review and approval, Report") and legible copies the Property in the in a current or updated ALTA ce of the Ti le Policy and the Agency shall urvey of the Property undertaken by the and shall be completed within thirty (30) port. Any survey provided by the Agency reunder. er shall have fifteen (15) days after the date of the and the Survey (if the Agency provides a Survey or the desc in Section 2.5.1) (the "Review Period") to disapprove the Title Report or reflected on the Survey (collectively, to provide Agency with notice thereof describing the defect with isapproval Notice"). Any exceptions to title not disapproved I be deemed approved. Within ten (10) days after the Agency's otice, the Agency shall notify the Developer whether or not the Agency intends to rem sve the Disapproved Exceptions. The Agency shall be under no obligation to remove any Disapproved Exception, but the Agency agrees to cooperate in good faith with the Developer in the Developer's efforts to eliminate any Disapproved Exception, provided the Agency is not obligated to pay any sum or assume any liability in connection with the elimination of any such Disapproved Exception. If the Agency notifies the Developer that the Agency intends to eliminate any Disapproved Exception, the Agency shall do so at least five (5) days prior to the Close of Escrow. If the Agency notifies the Developer that the Agency does not intend to eliminate any Disapproved Exception(s), the Developer, by notifying the Agency -7- P6402-0201 \1309935v4.doc within five (5) days after its receipt of such notice, may elect to terminate this Agreement or take the Property subject to the Disapproved Exception(s). Notwithstanding the foregoing, the Agency covenants to pay in full all loans secured by deeds of trust, any mechanics' and materialmen's liens, and any other monetary liens (other than liens for charges, assessments, taxes, and impositions subject to proration as provided in Section 2.6.2) (collectively, the "Deemed Disapproved Exceptions") prior to, or concurrently with, the Close of Escrow. The Title Policy shall include such endorsements as the Developer shall reasonably request. Any endorsements to the Title Policy are to be paid for by the Developer. Notwithstanding the foregoing, the Developer may notify the Agency of its disapproval of exception to title (including exceptions reflected on the Survey) first raised by Title any or the surveyor after the Review Period, or otherwise first disclosed to the Developer he Review Period, by the earlier of (a) within ten (10) days after the same was first rais osed to the Developer in writing, and (b) fifteen (15) days prior to the Close of Escrs ith ct to any exceptions disapproved by the Developer in such notice, the Agen I have the option to eliminate such exceptions that applies to Disapproved Excepti d the Develope 1 have the same option to accept title subject to such exceptions o mate this Agreemen the Close of Escrow, the Developer shall receive title to the rty by gra eed substanti the form attached hereto as Exhibit E and incorporated here this cc (the "Grant d"). 2.5.3 At Closing, the Coverage Policy of Title Insurance (th by the Developer, issued by First Amen amount to be designated by the Develop all Disapproved Exception eemed Di covenants, conditions, r • d other and assessments of r overdu matters set forth or enced in th ant Dee (c) such other encum er ap the Title Report for the Develope 2.5.2. The of title loper shall r hey"), to ance CLTA Owner's Standard with all endorsements requested ny ("Title Company") in an operty is free and clear of d all liens, easements, rances o cord except (a) current taxes delinquent taxes or assessments, (b) the e AHRLA, and the Deed of Trust, and es in writing including those reflected in er, or as are deemed approved by oper may obtain an extended coverage policy : Prorations. loper shall be solely responsible for and shall pay all documentary fer taxes, the costs of (i) any Survey obtained by the Developer, (ii) all title insurance p ms e Title Policy, (iii) any endorsements to the Title Policy, and (iv) all other usual mary costs, expense and charges relating to the escrow and conveyance of title to • roperty, including without limitation, recording fees, document preparation charges and escrow fees. Each party shall be responsible for its own Transaction Costs. 2.6.2 All non -delinquent and current installments of real estate and personal property taxes, other governmental charges, regular assessments, and impositions against the Property on the basis of the current fiscal year or calendar year, if any, shall be pro -rated as of the Close of Escrow based on the actual current tax bill. If the Close of Escrow shall occur before the tax rate is fixed, the apportionment of taxes on the Close of Escrow shall be based on -8- P6402-0201 \1309935v4.doc the tax rate for the next preceding year applied to the latest assessed valuation after the tax rate is fixed, which assessed valuation shall be based on the Property's assessed value prior to the Close of Escrow and the Agency and Developer shall, when the tax rate is fixed, make any necessary adjustment. All prorations shall be determined on the basis of a 365 day year. The provisions of this Section 2.6.2 shall survive the Close of Escrow and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. 2.7 Due Diligence Period; Access. 2.7.1 During the period (the "Due Diligence Perio of the parties' full execution of this Agreement and ending at 5:0 fifteen (15) days thereafter, the Developer may inspect the Pr all zoning and land use matters relating to the Property, an the Property. Subject to the terms of the Right of Entry which is attached hereto as Exhibit C (the "Right of agents shall have the right to enter upon the Prope inspections and other examinations of the Prop without limitation, the right to perform surveys, s right to perform environmental site assessments and Developer's entry upon the Property, t The Agency shall reasonably cooperat review during the Due Diligence Perio condition of the Property by written notic Diligence Period, this Agre shall te this Agreement, neither ve any 2.7. documents related t "Property Documents' may, upon relatin repr the Deve Agency has as expressly an through or under t releases the Agency officers, directors, employees, representatives, agents, advisors, servants, independent contractors, attorneys, successors and assigns, and all persons, firms, corporations and organizations acting on the Agency's or City's behalf (collectively, the "Released Parties") from any and all claims, responsibility and/or liability that the Developer may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the matters pertaining to the Property described in this Section 2.8. This release includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the e Agency roperty ad usine r warrant t arties shall e Develope the De nor ghts or mencing on the date . on the date which is necessary to (i) approve e physical condition of ent in the form of veloper and its 'od to make eluding y and the e Property. Prior to the the Right of Entry Agreement. s conduct of the due diligence er does not approve of the expiration of the Due ot ervvise expressly stated in gations to the other party. the Developer copies of those certain Exhibit J attached hereto (collectively, the f the Due Diligence Period, the Developer notice to ncy, review any additional documents cy's offices. The Agency does not expressly or impliedly of the Property Documents are complete or accurate. pp ccess A greement"), t ng the Due Diligen the impr ements there d geol tests of the Pro delivere h are liste Condition o n an "AS IS ligation to ific Prop ,. The Property shall be conveyed from the Agency to ndition and basis with all faults and the Developer agrees that the e modifications, replacements or improvements thereto. Except ovided in this Agreement, the Developer and anyone claiming by, er hereby waives its right to recover from and fully and irrevocably e City, and their respective council members, board members, P6402-0201 \ 1309935v4.doc -9- Developer, would materially affect the Developer's release of the Released Parties. If the Property is not in a condition suitable for the intended use or uses, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary to place the Property in a condition suitable for development of the Project thereon. Except as specifically provided in this Agreement and without limiting the generality of the foregoing, THE AGENCY MAKES NO REPRESENTATION OR WARRANTY AS TO (i) THE VALUE OF THE PROPERTY; (ii) THE INCOME TO BE DERIVED FROM THE PROPERTY; (iii) THE HABITABILITY, MARKETABILITY, PROFITABILITY, MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OF THE PROPERTY; (iv) E MANNER, QUALITY, STATE OF REPAIR OR CONDITION OF THE PRO ; (v) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPE WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY AP E GOVERNMENTAL AUTHORITY OR BODY; (vi) COMPLIANCE WITH AN ENTAL PROTECTION OR POLLUTION LAWS, RULES, R TIONS, RS OR REQUIREMENTS; (vii) THE PRESENCE OR AB OF HAZARD MATERIALS AT, ON, UNDER OR ADJACENT TO THE PR• Y; (viii) THE FAC T ALL OR A PORTION OF THE PROPERTY MAY BE LO 4 DON 0 EAR AN EA SUAKE FAULT LINE; OR (ix) WITH RESPECT TO AN HE ER, THE DE OPER FURTHER ACKNOWLEDGES AND AGREES T G BEEN GIVEN THE OPPORTUNITY TO INSPECT THE ERTY AN IEW INFORMATION AND DOCUMENTATION AFFECTING T RTY, T VELOPER IS RELYING SOLELY ON ITS OWN INVESTIGA AND REVIEW OF SUCH INFORMATION AND DOCUMENTAT AN IN A NFORMATION PROVIDED OR TO BE P D BY THE DEVEL FAMILIAR WIT WHICH IS SET FO EDGES THAT IT HAS READ AND IS ORNIA CIVIL CODE SECTION 1542, DOES END TO CLAIMS WHICH THE OW OR SUSPECT TO EXIST IN HIS OR HER XECUTING THE RELEASE, WHICH IF ST HAVE MATERIALLY AFFECTED HIS THE DEBTOR." BY LING B r W, DEVELOPER HEREBY WAIVES THE PROVISIONS OF SECTION 154 EL ONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF TH OING WAIVERS AND RELEASES. Developer's Initials The waivers and releases by the Developer herein contained shall survive the Close of Escrow and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. -10- P6402-0201 \1309935v4.doc 2.9 Escrow Holder. 2.9.1 Escrow Holder is authorized and instructed to: (a) Pay and charge the Developer for any charges payable by the Developer under this Article. Before such payments are made, the Escrow Holder shall notify the Agency and the Developer of the fees, charges, and costs necessary to close the Escrow; (b) Pay and charge the Agency for any char es payable by the Agency under this Article. Before such payments are made, the Escrow Ho all notify the Agency and the Developer of the fees, charges, and costs necessary to do Escrow; (c) Disburse funds and deliver th the parties entitled thereto when the conditions of the Es fulfilled by the Agency and the Developer; and and other documents to ement have been (d) Record the Grant P he AHRLAs, Deeds of and any other instruments delivered through the Escrow, essary o s er, to vest tit the Developer in accordance with the terms and provisi f t i cement. 2.9.2 Any amendme signed by both the Agency and the De se escrow i tions shall be in writing and 2.9.3 All communication sm the Hol. the Agency or the Developer shall be direct ddresse • ablished in Section 8.1 of this Agreement for notices, ommu s between e Agency and the Developer. 2.9. to performance of th hereto. ow Holder under this Agreement is limited er this Article, and any amendments ARTICLE 3 MENT OF THE PROPERTY rovements" to be completed by Developer shall be those described in the lopment. The Developer shall, subject to extension for force majeure delays as n Section 6.7 below, commence construction of the Project no later than the date one huni. eighty (180) days after the Closing ("Commencement Date"). Subject to force majeure delays as provided in Section 6.7 below, the Project shall be completed no later than three hundred sixty-five (365) days after the Commencement Date ("Completion Date"). The Developer shall not unreasonably postpone the construction or completion of the Project. The Improvements shall be designed for single-family residential use and shall comply with all zoning and general plan requirements applicable to the Property, and the Property and Improvements shall be sold to Qualified Households (as defined in the AHRLA) by no later than five hundred forty (540) days after the issuance of the Certificate of Occupancy. To the extent of -11- P6402-0201 \ 1309935 v4.doc any inconsistency between the Schedule of Performance and this Section 3.1.1, this Section 3.1.1 shall control. 3.1.2 The Developer, at its sole cost and expense, shall construct the Improvements, and all associated public infrastructure improvements required by the City pursuant to its conditions of approval, if any, in accordance with the Schedule of Performance, within the limitations established therefor in this Agreement, and as required by the City. The Developer shall also comply with any and all applicable federal, state and local laws, rules and regulations, and any applicable mitigation measures adopted pursuant the California Environmental Quality Act. 3.2 Agency's Right to Review Plans and Specifica the Improvements, the Developer shall submit basic conce final plans and specifications (collectively, the "Plans a the City for review by its Development Services Dep consist of (a) all building elevations, rendered, at conceptual landscape plan, all on standard 18"x same plans in the same format in preliminary desi Institute of Architects design contract, with the addit the buildings, and a plant material sche e for the lan Specifications shall consist of the set built. The Developer shall construct th Specifications approved by the Agency a 3.3 Approval to the Improvements Department shall r review, and either a with the time periods Any disap The De relat reas Depa revised po of the Plans Depal tment. uments in practicable re The City's D in the same ecificati in cificatio t. Basic cone of V4=1'-0"; (b) a si eets. Prelinary plans s tus as• fled in a standa ction docu ts in co connection with design of eliminary plans, and the Agency and to awings shall ; and (c) a nsist of the American erial schedule/color board for plan. Final Plans and from which the Project will be nce with the final Plans and Spec' IF itho iting the provisions pertaining the Sco Development, City's Development Services Specific s for appropriate entitlement. Submission, val of the s and Specifications shall be consistent ty's Development Services Department. pecifica 11 state in writing the reasons for disapproval. isapproval, shall revise such portion of the plans, drawings or tisfies the reasons for disapproval and shall as soon as vised portions to the City's Development Services opmen ervices Department shall approve or disapprove such er as provided in this Agreement for approval or disapproval nitially submitted to the City's Development Services 3.4 Chan Plans and Specifications. If the Developer desires to make any material change to any of the Plans and Specifications after their approval by the City's Development Services Department, the Developer shall submit the proposed changes to the City's Development Services Department for its approval. The City's Development Services Department shall approve or disapprove such revised portions in the same manner and within the same time limits as provided in this Agreement for approval or disapproval of the Plans and Specifications initially submitted to the Agency. -12- P6402-0201 \1309935v4.doc 3.5 Cost of Construction. The cost of constructing the Improvements, together with all on and off -site improvements, as set forth in the Scope of Development or otherwise required by the City, City Engineer, or City Planner, shall be borne solely by the 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. 3.6 Further Development Matters. The Developer understands and agrees that as a condition of the conveyance of the Property the Developer shall devel or cause to be developed, two single-family residences in accordance with the Sc Development. The Developer shall endeavor to install as many features set forth in ope of Development as reasonably possible; however, any alternative features and/or may be proposed that will provide more effective features or better performance. All alte e features and/or products shall be subject to the prior approval of the Cit he Scope o elopment may be revised from time to time as necessary and if mutual upon in wri etween Developer and City. 3.7 City and Other Governmental Age commencement of construction or development of the Developer shall (at the Developer' permits, which may be required by th jurisdiction over such construction or d 3.8 Construction edule. Su Section 6.7, the Develop n and the Schedule of Perfo 3.9 Pro Property, the Develop of the Age fore written detai reas the De 3.10 to which the A Scope of Develop right of access to the being performed at the ense) secure, ny other aDrovals. Be provements on the Property, use to be secured, any and all ental agency having ys as provided in on within the times specified in struction of the Improvements on the 'thin ten (10) days following each request quests s mitted no more frequently than monthly), a ate of the construction. The report shall be in such form and ency of the status of construction to date, and shall include a o requested by the Agency) taken since the last report by . In addition to those rights of access to and across the Property ty may be entitled by law, and as additionally provided in the ers of the staffs of the Agency and the City shall have a reasonable erty, without charge or fee, at any reasonable time, to inspect the work roperty. 3.11 Local, State and Federal Laws. The Developer shall carry out the construction of the Improvements in conformity with all applicable laws, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards. Without limiting the foregoing, the Developer shall construct or cause the Improvements to be constructed in full compliance with all applicable provisions of state, federal and local prevailing wage laws and all rules and regulations promulgated pursuant thereto, including, without limitation, the prevailing -13- P6402-0201 \1309935v4.doc wage laws of the State of California set forth in the California Labor Code, Division 2, Part 7 and California Code of Regulations, Title 8. The Developer agrees to indemnify, defend and hold the Agency harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of the Developer or its contractor(s) or agents to comply with such laws, rules or regulations. The indemnification obligations described in this Section 3.11 shall survive the termination of this Agreement and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. 3.12 Nondiscrimination During Construction. Developer fo 'tself and its successors and assigns agrees that in the construction of the improvements on operty provided for in this Agreement: 3.12.1 Developer will not discriminate agai employment because of race, color, religion, creed, nati sex or sexual orientation. Developer will take reaso employed, and that employees are treated during e religion, creed, national origin, ancestry, physic status, sex or sexual orientation. Such action sha employment, upgrading, demotion, or transfer; recru termination; rates of pay or other form compensatio ye gin, anc ction to ensure ent without regar dicap, me • al condition, de, b e limited to, t apprenticeship. Developer agrees to p spicuous p applicants for employment, notices setti rovision 3.12.2 Deve by or on behalf of Devel employment without age, marital status, 3.12.3 contracts f. e rk each co contr allo during Agency. r sub contr resentatives o ar business ho will, in a at all q plica lor, reli ation. ee or applicant for age, marital status, pplicants are eir race, color, arital ollowing: ruitment advertising, layoff or selection for training, including available to employees and his nondiscrimination clause. erti ments for employees placed I receive consideration for creed, national origin, ancestry, disability, ing provisions to be inserted in all this Au o that such provisions will be binding upon provided that the foregoing provisions shall not apply to commercial supplies or raw materials. Developer shall to its employment records related to this Agreement ompliance with these provisions when so requested by 3.13 Use Reauirements: Environmental Review. 3.13. eloper will attend all proceedings, which may be necessary so that the development and use o the Property shall be in conformity with applicable zoning and general plan requirements of the City. 3.13.2 Developer shall take all necessary steps so that the development and use of the Property shall be in conformity with applicable zoning and general plan requirements, 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. -14- P6402-0201 \1309935v4.doc Section 3093) with respect to the Improvements to be recorded i Riverside County, California, the Agency shall, following wn furnish the Developer with a Certificate of Completion for days of such request. The Certificate of Completion sh Exhibit K and incorporated herein by this reference. withhold, condition or delay the issuance of the C Completion shall be, and shall so state that it is, completion by the Developer of all of its construc Improvements. 3.15.2 If the Agency r written request from the Developer to provide the Developer with a written stat furnish a Certificate of Corn must take to obtain a Ce refusal is confined to any other non-stru Dollars ($10,000), t depositing with the Ag other fin tion work n mad with or sa other secunt completion as 3.15.3 The tion of any o ment. S 'bed i on. The s ompleti ailabili e n the fo gency shall no te of Completion. elusive det ination of s bligat der this Agree 3.14 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. 3.15 Certificate of Completion. 3.15.1 After (i) completion of construction by the Developer of all of the Improvements, (ii) the Developer has obtained a Certificate of Occup cy, and (iii) the Developer has caused a notice of completion (as described in Calif. ivil Code fficial Records of est by the Developer, nts within sixty (60) ched hereto as asonably ertificate of ctory nt as to the (60) days after receipt of a etion, the Agency shall ons t ency refused or failed to the actions the Developer Impri nts. If the reason for such specific items or material for landscaping or mpletion does not exceed Ten Thousand te of Completion upon the Developer's dby letter of credit issued by a bank or le to the in an amount equal to the fair value of the 'ned by the Agency. The determination of fair value shall be fits reasonable judgment. fails withi cate of ificat Completion shall not constitute evidence of compliance ation of the Developer to any holder of a mortgage, trust deed or Certificate of Completion shall not be construed as a notice of fornia Civil Code Section 3093. ARTICLE 4 LIMITA IONS ON TRANSFERS AND SECURITY INTERESTS 4.1 Limitation As To Transfer of the Property and Assignment of Agreement. 4.1.1 Prior to issuance of a Certificate of Completion, the Developer shall not sell, lease, assign, transfer, mortgage (other than as evidenced by the Deed of Trust), hypothecate, or convey (collectively, a "Transfer") the Property or any part thereof, this Agreement, or any of the Developer's rights or obligations hereunder, without the Agency's -15- P6402-0201 \1309935v4.doc prior written consent, which consent may be granted or withheld in the Agency's sole and absolute discretion. The Developer acknowledges that the identity of the Developer is of particular concern to the Agency, and it is because of the Developer's identity that the Agency has entered into this Agreement with the Developer. Except for any transferee approved by the Agency pursuant to this Section 4.1, and except for any lender of record holding any mortgage, deed of trust or other security interest contemplated or permitted by this Agreement ("Holder") 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 Agency's prior writ approval shall be deemed to release the Developer from the obligations of the Devel ereunder. 4.1.2 After the issuance of a Certificate of C. , the Developer shall sell or lease the Property to qualified low income households a e AHRLA. 4.2 Rights of Holders. The Agency shall the Developer concerning any breach or default b Holder who has previously made a written requ Any notice of breach or default by the Developer unless given to such Holder. Such Holder shall have such default and to add the cost thereo the secured such breach or default can only be re cured such Holder may remedy or cure such b obtaining possession, provided such Hol foreclosure. Such Holder s completion of the Impro Improvements. 4.3 Nom right of Holders to fore instrument pursue Prop or e trust, t Property s covenants o without limitati The Agency agree t be pe ond the r a copy of any e or demand to eveloper under this ment to each the Agenc or special no ereunder. not be we against any ch Holder its option to cure or remedy any d the lien of its security interest. If by s older upon obtaining possession, it withi asonable period of time after on wi igence through a receiver or inue the construction or cessar onserve or complete the olders. T ovisions of this Agreement do not limit the mortgage, deed of trust, or other security portion • operty, and the Improvements thereon, or to ement of any pledge or lien encumbering such portions of the e sale under any such mortgage, deed of trust or other lien power of sale contained in any such mortgage or deed of rs an en- successors and assigns, and such portions of the mue to be, subject to all of the conditions, restrictions and nstruments recorded pursuant to this Agreement, including, ns set forth in the Grant Deed, Deed of Trust and the AHRLA. e such further documentation regarding the rights of any Holder as is customary with res to construction 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 Agency. ARTICLE 5 USE OF THE PROPERTY 5.1 Use of Property. Developer shall develop the Property and any portion thereof only for the construction of the Improvements, and the sale and/or lease of the Property and the -16- P6402-0201 \1309935v4.doc Improvements to a Qualified Household for occupancy as their sole and principal residence, and for no other purposes. 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 construction of the Improvements 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, the AHRLA or applicable City land use entitlements. Leasing of the Property or the Improvements is expressly prohibited except as otherwise permitted by the AHRLA. 5.1.1 After the issuance of a Certificate of Comple make or permit to be made any substantial structural additions o the Improvements, or permit a use other than as set forth here of Agency. 5.2 Use and Operation Covenants. From first sale of the Property to a Qualified Household use and operate the Property in conformity with and the affordability covenants contained in the A 5.3 Sale of Property. 5.3.1 Developer Cove only to Qualified Households and in ace to Qualified Households on o efore the 5.3.2 the event the Devel and Parcel B (the" assistance to the Buy about the A If D negotiat appro of the Pr Agency rela to be an eligib 5.3.3 Inc to a potentia verifying sehol eveloper shall not fications to the exterior of the prior written consent ective Date an eveloper hereby coy edevelop t Plan, the 1 the date of the s and agrees to • al Code, ell and/or lease the Property . The Property shall be sold e of Performance. er. D er shall identify and select the buyers, or in e as pro s in the AHRLA, such lessees, for Parcel A eveloper ogram waiting list, and provide technical fina g and provide education to the Buyers annot r from its program waiting list, or cannot tract with its preferred Buyer, the Developer (with the prior er eligible Buyers from a list maintained by the Agency. of Bu Prior to the sale of the Property to a Buyer, or the lease yer, the Developer shall comply with all requirements of the Buyer's income and obtaining certifications that Buyer continues wer income. 5.3» tation on Sales Price. Developer shall sell the Property to a Buyer at a price that does not ex eed an Affordable Housing Cost as defined in the AHRLA. 5.3.5 Agency Buyer Assistance. The Agency may (at is option and in the exercise of its sole discretion) provide financial assistance to a Buyer in compliance with the Agency's affordable housing program. 5.4 Maintenance of the Property. From and after the Close of Escrow to the date of its sale as provided herein, Developer shall reasonably maintain the Property and shall keep the Property free from any accumulation of debris or waste materials. -17- P6402-0201 \1309935v4.doc 5.5 Effect and Duration of Covenants. The covenants of Developer set forth 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 from the Effective Date to the date of the first sale of the Property to a Qualified Household. The covenants against discrimination (as described in Section 5.7) shall remain in perpetuity. 5.6 Obligation to Refrain from Discrimination. The Devel er covenants and agrees for itself and its successors and assigns, and for every successor in • t to the Property, or any part thereof, and their rights under this Agreement, that there sh o discrimination against or segregation of any person, or group of persons, on account arital status, age, handicap, race, color, religion, creed, national origin or anc in t e, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Pro , and the per (itself or any person claiming under or through the Developer) sh establish or pe y such practice or practices of discrimination or segregation with ce to the selection, n, number, use or occupancy of tenants, lessees, subtenants, eases, or v ors of the Pr or any portion thereof. This provision, which is require w, sh be construed as ermitting the leasing of the Property. 5.7 Form of Nondiscrimina Clauses. All deeds or contracts for sale shall contain the following non 5.7.1 In de or her heirs, executors, a them, that there shall persons on account Government Code, paragraph (1) of subdi Governme the herein thro with herein status, said par Section 12955.9 o said paragraph shall • nstrued to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." ation clauses: "The gran by d for himself or herself, his sand a all p claiming under or through tion aga segregation of, any person or group of n subdiv (a) or (d) of Section 12955 of the California efined in ons 12926, 12926.1, subdivision (m) and Section 12955.2 of the California sfer, use, ncy, tenure or enjoyment of the premises tee himself or herself, or any person claiming under or it any practice or practices of discrimination or segregation loc number, use or occupancy of vendees in the premises g coy nts shall run with the land. the immediately preceding paragraph, with respect to familial be construed to apply to housing for older persons, as defined in rnia Government Code. With respect to familial status, nothing in 5.7.2 In contracts: "The contracting party or parties hereby covenant by and for himself or herself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those -18- P6402-0201 \1309935v4.doc bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties, any subcontracting party or parties, or their respective assigns or transferees, establish or permit any such practice or practices of discrimination or segregation. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to ilial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51 the California Civil Code, relating to housing for senior citizens and Section 1360 of the California Civil Code and subdivisio of the California Government Code shall apply to said para , 51.11, and 799.5 of rvision (d) of Section 51 and (p) of Section 12955 The foregoing provisions, which are r d by law, shall e construed to permit the leasing of the Property or the Improve ARTI EVENTS OF DEFAULT, REME 6.1 Developer Events of D constitute a default ("Default") under t 6.1.1 The Developer's far Improvements in compli d as re 6.1.2 money, and the co defaulting party has paym non breac deemed (30) day pe oney lting party ha ot reasonably c fault only ifs d thereaft breach nce of sue rift Occurrenc t: is Age each for a RMINATION y or all of the following shall ent; ete construction of the t by any party involving the payment of 'od of thirty (30) days after the non - mg party; f any term o Agreement by any party not involving the h party to cure such breach within thirty (30) days after the notice to the defaulting party; provided, however, if such uch thirty (30) day period, then such party shall be arty oes not commence to cure such breach within such thirty ils to diligently prosecute such breach to completion; 6. T. sfer of the Property, or any part thereof or interest therein, or any rights or obligation eveloper under this Agreement, in violation of the terms hereof, or Developer's failure to 1 the Property and Improvements to Qualified Households in compliance with the AHRLA; 6.1.5 The Developer's failure or refusal to keep in force and effect any permit or approval with respect to construction of the Improvements, and the Developer's failure to cure such breach within thirty (30) calendar days after notice from the Agency 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 -19- P6402-0201 \1309935v4.doc to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; 6.1.6 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. 6.1.7 The Developer's failure to keep and maintain t Improvements in good condition and repair as required by this Agr limited to all front and back yard landscaping, connections to uti electric), and overall maintenance, and the Developer's failur (30) days after notice from the Agency of Developer's brea enter onto the property and perform such deferred main n e, and t promptly reimburse the Agency for all costs incurred e Agency i maintenance. 6.2 Remedies in the Event of Default. 6.2.1 Remedies Prior t the Close of party prior to the Close of Escrow, th aulting pa Agreement provided it is not in breach ion unde written notice thereof to the defaulting p defaulting party to cure such I efault as pr defaulting party any avai ies at la receive damages or to e an a for sp 6.2. by any party after the party any a reimbur actio rec Section 6.2. the exercise o of the Property, theretofore conveye necessary to commenc y, in performance. Property and the t, including but not natural gas, water, such breach within thirty shall have a right to eloper shall n pe ing such In the event of a Default by any 11 have the right to terminate this Agreement, by delivering ubject to the rights of the party may seek against the but not limited to, the right to fault Aft Close of Escrow. In the event of a Default -de ting party may seek against the defaulting or eq a mg but not limited to the right to receive d out-of-pocket costs related to this transaction or to pursue and tin no event shall such non -defaulting party be entitled to es, as applicable. emedv for Default by Developer. In addition to the provisions of efault by Developer as described in Section 6.1, the Agency in n, may terminate this Agreement and re-enter and take possession ovements thereon, and revest in the Agency title to the Property Developer (or its successors in interest), and take any and all actions 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 Agency free and clear of all liens and encumbrances created by or with the consent of Developer. 6.3 Liberal Construction. The rights established in this Agreement are to be interpreted in light of the fact that the Agency will convey the Property to the Developer for development of the Improvements thereon and their sale to eligible households of lower income, -20- P6402-0201 \1309935v4.doc and not for speculation in undeveloped land or for construction of different improvements. The Developer acknowledges that it is of the essence of this Agreement that the Developer is obligated to complete all Improvements. 6.4 No Personal Liability. No representative, agent, attorney, consultant, or employee of the Agency 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 Agency, 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 or as otherwise provided in the Deed of Trust or AHR 6.5 Rialits and Remedies are Cumulative. The rights cumulative, and the exercise by either party of one or more of preclude the exercise by it, at the same time or different ti an the same default or any other default by any other party o the occ default, except as to rights and remedies expressly de to be exclusiv the injured party shall have all rights and remedie St the defaulting pa available at law or in equity, or as provided in t ed of Trust AHRLA, to remedy any event of default, to obtain specific pe ance, ver damages, other remedy consistent with the purpose of this Agr 6.6 Inaction Not a Waiver asserting any of its rights and remedies default or of any such rights or remedies, maintain any actions or proc ngs which any such rights or remed• eptanc other party shall not c r of su amount due, unless party exec a specr 6.7 Force Developer the Sco how reas Majeu enemy, w any strike, lo employees of e ch nonpe any of the foil ay"): (i) civil • t, sabotage, t or other arty t. medies of the parties are ts or remedies shall not r rights or remedies for e of an event of is Agreement, ay be correct or obtain any Any fai or delays by either party in ault sha operate as a waiver of any such of its rights to institute and ry protect, assert or enforce y of n the full amount due from the y's right to demand and receive the full cord and satisfaction. mg to the contrary in this Agreement, r comp provements as required by this Agreement, chedule of Per ormance shall be a breach hereof; provided, be excused when performance is prevented or delayed by for asonably beyond the control of such party (a "Force rbanc ture order claiming jurisdiction, act of the public kade, embargo, (ii) any delay or failure to perform attributable to r or industrial disturbance (whether or not on the part of the o), or the unusual inability to secure customary materials, equipment, suppli through ordinary sources, but only to the extent that any such delay referred to in this cla i) is an actual, industry wide condition affecting substantially all similar works of construction 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 (other than the availability of financing) beyond the reasonable control of the Developer, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance -21- P6402-0201 \1309935v4.doc of the Developer for a period of time equal to any such prevention, delay or stoppage (except the obligations with respect to the payment of money or to close Escrow). ARTICLE 7 INSURANCE; INDEMNITY. 7.1 Insurance. 7.1.1 Before commencement of any demolition or co Developer on any portion of the Property, the Developer shall obtai expense to the Agency, with a reputable and financially responsi reasonably acceptable to the Agency, commercial broad form insuring against claims and liability for bodily injury, deat construction, use, occupancy, condition, or operation of provide combined single limit protection of at least $ $2,000,000.00 in aggregate. Such insurance polic insureds. 7.1.2 Before commencement of an Developer on any portion of the Prope expense to the Agency, with a reputa reasonably acceptable to the Agency, a on a per occurrence basis with a single li and property damage. Said s e, icy shall in hired cars. 7.1.3 Developer on any p completion of such w and malicio ' hief, Agency Deve con risk in furnishe managers' t employees. n connec ion of Improve ce shall cover i the Develop nancially r siness au op operty, , 00.00 per oc name the Released truction work by the maintain at no cost or urance company ublic liability insurance, amage arising from the insurance shall ce or s as additional r construction work by the obtain and maintain at no cost or sible insurance company bile liability insurance written f $1,000,000 bodily injury non -owned, leased and ement demolition or construction work by the y, the per shall obtain and maintain in force until surance, including coverage for vandalism ith a company reasonably acceptable to the sation insurance covering all persons employed by the on the Improvements, or any portion thereof. During the on ortion of the Property by the Developer, such builder's ovem • in place and all material and equipment at the job site all exclude contractors', subcontractors', and construction and property owned by contractors' and subcontractors' 7.1.4 eveloper shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency 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. 7.1.5 With respect to each policy of insurance required above, the Developer shall furnish to the Agency a certificate of insurance countersigned by an authorized agent of the insurance carrier on the insurance carrier's form setting forth the general provisions of the insurance coverage. Unless such certificates are provided to the Agency at an earlier date, the -22- P6402-0201 \1309935v4.doc required certificate shall be provided to the Agency prior to commencement of any demolition or construction work on the Property. 7.1.6 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 Agency, and (ii) the Agency shall not be liable for any premiums or assessments. All such insurance shall have deductibility limits that shall be commercially reasonable. 7.2 Indemnity. Except for the gross negligence or willf onduct of the Agency, the Developer shall indemnify, defend, protect, and hold harmle 'eleased Parties, from and against all losses, liabilities, claims, damages (including fores unforeseeable consequential damages), penalties, fines, forfeitures, costs pe including all reasonable out-of-pocket litigation costs and reasonable attorney's d dem any nature whatsoever, related directly or indirectly to, or arisin for in connec ith: 7.2.1 the development of the I ments on se Property an use, ownership, management, occupancy, and possess the Pr 7.2.2 any breach or De ult by the De ereunder, or 7.2.3 any of the Devel *ties on t erty (or the activities of the Developer's agents, employees, lessees, ese licens uests, invitees, contractors, subcontractors, or independent contractors s of whether such losses and liabilities shall accru covered o fte ation or expiration of this Agreement. 7.2. Property to the extent employees, perf opera regardle after termin Property. 7.2. nce hereunder, r disposition o whether such or expirati azardous Substances on, in or under the er or Developer's affiliates, agents or ct, circumstance or event related to the Developer's arise from the Developer's ownership, use, possession, Prop nd the construction and sale of the Improvements, ages, losses or liabilities shall accrue or be discovered before or f this Agreement, or before or after the conveyance of the The Develo defend, at its expense, including attorneys' fees, the Released Parties in any legal action bas upon such alleged acts or omissions. The Agency and the City may in their discretion participate in the defense of any such legal action. The Developer's indemnity obligations contained in this Section 7.2 shall survive the termination or expiration of this Agreement and shall not be deemed merged into the Grant Deed on recordation. -23- P6402-0201 \1309935v4.doc ARTICLE 8 GENERAL PROVISIONS. 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 rece t requested. A copy of all notices delivered prior to the Close of Escrow shall be sent to E older. Notices shall be addressed as provided below for the respective party; provid if any party gives notice in writing of a change of name or address, notices to such party after be given as demanded in that notice: 8.2 the Agency as The Agency: Janet Moore, Dof Housing Palm Desert elopment Agency 73-510 Fr ring Drive Palm Dese , 'fornia Telephone: 7 F 'mile: 760- with a copy to: Ri r. on A 355 and S h or Los A iforrn 1-3101 ttentio lliam L. Strausz elephon 13-626-8484 acsimile: -626-0078 Ha manity of the Coachella Valley, Inc. Palm Desert, California 92255 lephone: simile: anties. The Developer warrants and represents to the City and 8.2.1 eveloper has full power and authority to execute and enter into this Agreement and to cons mmate the transactions contemplated hereunder. This Agreement constitutes the valid and binding agreement of the Developer, enforceable in accordance with its terms subject to bankruptcy, insolvency of other creditors' rights laws of general application. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which the Developer is a party. -24- P6402-0201 \1309935v4.doc 8.2.2 As of the Close of Escrow, the Developer will have inspected the Property and will be familiar with all aspects of the Property and its condition, and will accept such condition. 8.2.3 The Developer 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. 8.2.4 No commission or fee whatsoever is payable corporation, partnership or other entity in connection with the tr Agreement due to the acts of the Developer. The Developer other person in connection with the transaction contemplat other commission or fee may be payable. person, firm, ons contemplated by this o broker, agent, finder or horn a brokerage or 8.3 Interpretation. In this Agreement t er gender includes masculine, and singular number includes the pl d the won "person" an corporation, partnership, firm, trust, or associatio re ever •ntext so requi 8.4 Time of the Essence. Ti 8.5 Attorneys' Fees. If any declare its rights hereunder, the prevailin reasonable attorneys' fees to be paid by th the Developer, without fa party, such other party including reasonabl e is of the ess this Agreement. 8.6 Appro th provided her •• herev contract , p not u ably be eld, attachm parties. Th hereto, and su to the subject ma party hereto, or by o Entire Aar d exhibits he eement int es all er e a part gainst urred i minine and y" include an actio force the terms hereof or uch ac all be entitled to its e court. If the Agency, or gati tuted by or against the other ye it harmless from all costs and expenses ection with such litigation. o er. Unless otherwise specifically eem e Agency or the Developer to approve any al, specification, drawing or other matter, such approval shall tioned or delayed. rs and Amendments. This Agreement, together with all , constitutes the entire understanding and agreement of the tes all of the terms and conditions mentioned herein or incidental rations or previous agreements between the parties with respect o subsequent agreement, representation or promise made by either employee, officer, agent or representative of either party, shall be of any effect unless it is 1 writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof the Developer and the Agency 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 Agency. 8.8 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -25- P6402-0201 \1309935v4.doc 8.9 Severabilitv. 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. 8.10 Survival. The provisions hereof shall not terminate bu .ther shall survive any conveyance hereunder and the delivery of all consideration. 8.11 No Third Party Beneficiaries other than the Ci party beneficiary of this Agreement. This Agreement is m protection and benefit of, and shall be binding upon, the successors and assigns. No other person shall have a of this Agreement. 8.12 Governing Law: Jurisdiction: Se Agreement and the rights of the Parties. The Parties California Superior Court for the Coun Developer against the Agency, or by Agency shall be made by personal servi or in such other manner as may be provi Agency against the Develo service on the President The Developer agrees of process in the St Secretary of State o authority to receive su shall survi ervice of p oper, o f the A he ma rnia is de and be 1 of Riverside. ainst the xecutiv leg de s, the Ci t of action ba ity shall be a named third into for the sole their respective on any provision Proce lifornia law s govern this e exclusive jurisdiction of the egal action is commenced by the per, service of process on the ctor or secretary of the Agency a in is commenced by e all be made by personal ther as may be provided by law. y, that it shall designate an agent for service rescribed by law, and if it fails to do so, the ted as agent for the Developer, with full if, which designation and authorization e. P6402-0201 \1309935v4.doc -26- IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the day and year first above written. "Developer" "Agency" ATTEST: Secretary APPR Ric A Pro By: HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California non- profit public benefit corporation By: Name: Title: President By: Name: Title: Sec PAi IESERT EVELOPME GENCY, a publ ate and politic P6402-0201 \1309935v4.doc -27- LIST OF EXHIBITS Exhibit A Legal Description Exhibit B Schedule of Performance Exhibit C Form of Right of Entry Agreement Exhibit D Scope of Development Exhibit E Form of Grant Deed Exhibit F Form of Affordable Housing Restriction and ent Exhibit G Form of Deed of Trust, Assignment of and Secunt'cement Exhibit H Form of Promissory Note Secured ed of Trust Exhibit I Form of Notice of Affordability Re sfer of Propert Exhibit .1 Property Documents Exhibit K Certificate of Completio P6402-0201 \1309935v4.doc EXHIBIT A LEGAL DESCRIPTION PARCEL A LOT 98 OF PALMA VILLAGE UNIT NO. 7, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 21 OF MAPS, PAGES 16 THROUGH 18, IN THE OFFICIAL RECORDS OF SAID COUNTY, LOCATED WITHIN THE SOUTH HALF OF THE NORTHWEST QUARTE ECTION 20, TOWNSHIP 5 SOUTH, RANGE 6 EAST, S.B.M. EXCEPTING THEREFROM THE SOUTHERLY 27.00 F APN: 627-092-006 PARCEL B A PORTION OF LOT 99 OF PALM LAGE UNI DESERT, COUNTY OF RIVERSIDE, S F CALI MAPS, PAGES 16 THROUGH 18, IN RECORDER OF SAID COUNTY, MOR BEGINNING AT THE TERL THENCE SOUTH DISTANCE OF 93, CERTAIN GRANT 11, 2008 THENC PARALLE OF SAID LO NORTHEASTER SAID POINT BEAR NORTHERLY PROPE IN THE CITY OF PALM IA, FILED IN BOOK 21 OF OF THE COUNTY RIBED AS FOLLOWS: EASTERLY LINE OF SAID LOT 99, A CORNER OF PARCEL "A" PER THAT DESERT RECORDED SEPTEMBER FFICIAL RECORDS OF SAID COUNTY; ALONG THE NORTHERLY LINE OF SAID . 2008-0499627, A DISTANCE OF 116.22 FEET; RTHERLY LINE NORTH 38°17'00" EAST ALONG A LINE FEET SOUTHEASTERLY FROM THE WESTERLY LINE CE OF 133.36 FEET TO A POINT ON A CURVE CONCAVE G A RADIUS OF 100.00 FEET, A RADIAL BEARING FROM RTH 27°24'00" EAST, SAID CURVE ALSO BEING THE TY LINE OF SAID LOT 99; THENCE EASTERLY ALONG SAID CURVE AND NORTHERLY PROPERTY LINE OF LOT 99, THROUGH A CENTRAL ANGLE OF 23°43'00" FOR AN ARC DISTANCE OF 41.39 FEET TO THE POINT OF BEGINNING, APN: 627-092-050 A-1 P6402-0201 \1309935v4.doc EXHIBIT B SCHEDULE OF PERFORMANCE 1. Agency's Publication of Notice of Public Hearing 2. Approval of the Agreement by Agency Board 3. Opening of Escrow 4. Execution of the Agreement by the Developer, and tender to the Agency 5. To the extent required, Developer shall prepare submit Plans and Specifications and related 6. Before commencement of the constructio Improvements on the Property, Developer s t its own expense, secure or cause to be secured an permits that may be required February , 2011 February , 2011 30 days from Agency Board A al. days from Agency Board val 30 da Agency Board ents Approva 7. Developer's approval or disappro 8. Developer's appr condition oft 9. Close of Escr 10. 11. 12. Tran royal sical struction of Improvements of Improvements led Households 80 days from Approval cy Board 5 days from the date of ipt 15 days from full execution of the Agreement by parties 60 days from opening of Escrow 180 days from Closing 365 days from Commencement Date No later than 540 days after the issuance of the Certificate of Occupancy NOTE: Schedule may e amended with written approval of the Agency's Executive Director, which approval may be given or withheld in the sole and absolute discretion of the Executive Director. B-1 P6402-020111309935v4.doc purpose Grante coven receipt an covenant an EXHIBIT C FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is made and entered into as of , 2011 (the "Effective Date"), by PALM DESERT REDEVELOPMENT AGENCY, a public body, corp rate and politic (herein called "Grantor"), and HABITAT FOR HUMANITY OF THE CO LLA VALLEY, INC., a California non-profit public benefit corporation (herein called"e"). WITNESSETH. WHEREAS, Grantor is the owner of the real p more parti described on Exhibit A. attached hereto and incorporated herein erence (herein cal "Property"); WHEREAS, Grantor and Grantee have e d into a D sition and D ment Agreement related to the Property (the "DDA"); WHEREAS, Grantee has requ e right of e son and access to the Property for the purpose of undertaking tests, insp other due ence activities (herein called the "Due Diligence Activities") in connecti • 1 osed • ition by Grantee of the Property under the DDA; WHEREAS, G from Grantor, a non - Diligence Activiti ive, rev ccordance WHEREAS, Gr h th Pro W, THEREF d agreements iciency of w e as folio ed to le licen the term rantee, a rantee has agreed to accept enter upon the Property to perform the Due d provisions of this Agreement; ecute and enter into this Agreement for the ement wit ct to the Due Diligence Activities and for a consideration of the foregoing premises, the mutual ained ein, and other good and valuable consideration, the are hereby acknowledged, Grantor and Grantee do hereby 1. A antee. (a) ubject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of (i) the expiration of the Due Diligence Period (as defined in the DDA), or (ii) the earlier termination of this Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (herein collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. C-1 P6402-0201 \1309935v4.doc (b) Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever or disturb or interfere with the rights or possession of any tenant or subtenant on the Property, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the maximum extent allowed by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature tsoever (including, without limitation, attorneys' fees and expenses and court costs) s d, incurred or sustained by Grantor as a result of, by reason of, or in connection with the P iligence Activities or the entry by Grantee or Grantee's Designees onto the Property. i ding any provision of this Agreement to the contrary, Grantee shall not have the o un e any invasive activities or tests upon the Property, or any environme sting on the erty beyond the scope of a standard "Phase I" investigation, without or written conse Grantor of a workplan for such "Phase II" or invasive testing, may be granted, deni conditioned in Seller's sole and absolute discretion. If Granto not respo r reject any an within n w five (5) business days of Grantee's delivery of the to the notice provisions of this Agreement, then Gran the submitted workplan and Grantee t proceed w 2. Lien Waivers. Grantee completion of the Due Diligence Activiti engineer, architect and sury satisfactory to Grantor hereby indemnifies lien claims made a 3. Grantee's comme coy agg copy o that such i additional ins be maintained Insuranc erfo ene ach of the of not less tha ' ional insured ce is in for thereund e th i ho migh 1. Tot gainst Propert proposal to Gr tor pursuant deemed to have not approved ch testing. en waivers following actor, materialman, and substance reasonably permitt y applicable law, Grantee laims or demands for payment, or any liens or a result of the Due Diligence Activities. erty, Grantee shall, and shall cause all of e Due Di Activities to, procure or maintain a policy of nce issued by an insurer reasonably satisfactory to Grantor ctivities with a single limit of liability (per occurrence and 0, and to deliver to Grantor a certificate of insurance and rseme naming Seller as named additional insured, evidencing d effect, and evidencing that Grantor has been named as an th respect to the Due Diligence Activities. Such insurance shall out the term of this Agreement. 4. Succe . To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. C-2 P6402-0201 \1309935v4.doc 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so ivered; those given by mailing as hereinabove provided shall be deemed given on the dat posit in the United States Mail; those given by commercial courier as hereinabove ed shall be deemed given on the date of deposit with the commercial courier; and those acsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the pen any, in which a response to any notice, demand, or request must be giv 1 commen run from the date of receipt of the notice, demand, or request by the addr ereof. Any no s emand, or request not received because of changed address e imile number of whic otice was given as hereinabove provided or because of re accept d ery shall be d received by the party to whom addressed on the date of han very e date of facsimi transmittal, on the first calendar day after deposit with commerci or on the third calendar day following deposit in the United States as the case e. 7. Assienment. This Agree 8. Governing L. his Agre accordance with the law of Cali be assi • y Grantee. , enforced and interpreted in 9. Te on. This ement c terminated by Grantor at any time and for any reason, or no re notice fro antor to Grantee. 1 O. Agree e executed in several counterparts, each of which s and all of sue counterparts together shall constitute one and the s this Agre County, Ca of this Agreem f A r ent or Memorandum of Aereement. In no event shall dum hereof be recorded in the Official Records of Riverside recordation or attempted recordation shall constitute a breach esponsible for such recordation or attempted recordation. P6402-0201 \1309935v4.doc C-3 IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and sealed, on the day and year first written above. GRANTOR: ATTEST: Address for notices: PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Title: Janet Moore, Director of Palm Desert Redevelopm 73-510 Fred Waring Drive Palm Desert, California 92260 Telephone: 76P 1611 Facsimile: 760- with a copy to: Richards, Watson AP al Corp 3 001" 71-3101 g ency C-4 P6402-0201 \1309935v4.doc GRANTEE: HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California non- profit public benefit corporation By: Name: Title: By: Name: Title: Address for notices: Habitat for Humanity of the Co a Valley, Inc. Palm Desert, California 9 Attention: Telephone: Facsimile: With a copy to: At P6402-0201 \1309935v4.doc C-5 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL A LOT 98 OF PALMA VILLAGE UNIT NO. 7, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 21 OF MAPS, PAGES 16 THROUGH 18, IN THE OFFICIAL RECORDS OF SAID COUNTY, LOCATED WITHIN THE SOUTH HALF OF THE NORTHWEST QUARTE ECTION 20, TOWNSHIP 5 SOUTH, RANGE 6 EAST, S.B.M. EXCEPTING THEREFROM THE SOUTHERLY 27.00 F APN: 627-092-006 PARCEL B A PORTION OF LOT 99 OF PALM LAGE UNI DESERT, COUNTY OF RIVERSIDE, S F CALI MAPS, PAGES 16 THROUGH 18, IN THE RECORDER OF SAID COUNTY, MOR BEGINNING AT THE TERL THENCE SOUTH DISTANCE OF 93, CERTAIN GRANT 11, 2008 THENC PARALLE OF SAID LO NORTHEASTER SAID POINT BEAR IN THE CITY OF PALM IA, FILED IN BOOK 21 OF OF THE COUNTY RIBED AS FOLLOWS: LONG EASTERLY LINE OF SAID LOT 99, A ORTHE 1 CORNER OF PARCEL "A" PER THAT DESERT RECORDED SEPTEMBER FFICIAL RECORDS OF SAID COUNTY; ALONG THE NORTHERLY LINE OF SAID . 2008-0499627, A DISTANCE OF 116.22 FEET; RTHERLY LINE NORTH 38°17'00" EAST ALONG A LINE FEET SOUTHEASTERLY FROM THE WESTERLY LINE CE OF 133.36 FEET TO A POINT ON A CURVE CONCAVE G A RADIUS OF 100.00 FEET, A RADIAL BEARING FROM RTH 27°24'00" EAST, SAID CURVE ALSO BEING THE NORTHERLY PROPERTY LINE OF SAID LOT 99; THENCE EASTERLY ALONG SAID CURVE AND NORTHERLY PROPERTY LINE OF LOT 99, THROUGH A CENTRAL ANGLE OF 23°43'00" FOR AN ARC DISTANCE OF 41.39 FEET TO THE POINT OF BEGINNING, APN: 627-092-050 C-6 P6402-0201 \ 1309935 v4.doc EXHIBIT D SCOPE OF DEVELOPMENT A. Development of two single-family residences of approximately 1,280 square feet with three or four bedrooms, two baths, and two -car attached garage meeting the requirements and submitting proper documentation to obtain [LEED for Homes Platinum certification]. City of Palm Desert Sustainability Coordinator shall review complete design plans, and all specifications prior to permitting, and build -out should change orders occur. Develo Palm Desert to offer community educational demonstration tours t period not less than 60 days, prior to turning the residence over t The homes should portray energy conserving, aesthetically pl architectural and landscape designs to offer suggestions an touring the spaces after completion. Interior finish mate and/or recycled content to the maximum extent possi Materials should be available from local businesse B. Developer shall endeavor to install in AD standards set forth in the 2008 edition of the Califo California Green Building Standards C:e as many of 411 that meet or exceed those described b Platinum homes: 1) Architectura a. esign all conta serve as a com in the Coachella Va der to con r must allow the City of both homes for a see or new homeowner. w-maintenance unity residents tamable features ty exhibit. imum energy ciency ode Title 24 and the 2010 owing energy efficiency features two net -zero residences/LEED sign fo y conserva ion shall incorporate structural hitectur ojections a minimum of 18" in depth for tern, sou and western facing glazing. Must meet ID nstruction of 4 walls with a minimum R-13 insulation en studs and R-5 rigid insulation provided at exterior walls or ls with a minimum R-19 insulation 11 glazing shall consist of the following: Thermal break design window and/or door frames. U factor of .35 or less (NFRC certified label) 3. SHGC value of 0.30 or less (NFRC certified label) 4. Provide natural lighting in all interior spaces through typical glazing, skylights or sola-tubes. c) All roof surfaces, except integrated solar roofing systems, shall have a Cool Roof rating as follows: P6402-0201 \1309935v4.doc D-1 1. Solar reflectance greater than or equal to .70 2. Thermal emittance greater than or equal to .75 b. Renewable Flooring Products a) Consider when choosing flooring products environmentally friendly flooring made from renewable sources, including natural linoleum, wool carpeting, renewable wo ds such as bamboo, cork, eucalyptus and polished concrete floo 2) HVAC Equipment a. Minimum standards: a) Fuel type: All heatin e by natural gas. b) Furnace efficienc e a minim FUE rating c) SEER: 16 minimum d) EER: 13 e) Duct insula tilation) a surface shall be s in the 20 lances. wing Energy Star rated appliances (In the event this ed by developer.): shwashers (not using more than 5.8 gallons of water per cycle) efrigerators Clothes Washers d) Natural Gas Clothes Dryers e) Ceiling fans 0 Exhaust fans 4) Water Heater r provide a sealed (no attic -38 insulation at all exterior sure tested for leakage conforming to current dition of the California Energy Code Title D-2 P6402-0201 \ 1309935v4.doc a. Water Heater installation options may include either of the following: a) Install Energy Star qualified natural gas tankless water heater(s) as necessary with a minimum energy factor of .82. Determine hot water needs necessary for the size of house and family to ensure hot water needs are continuously met. More than one system may be required. b) Install Solar water heater with electric b k-up with an energy factor of .93 or greater, 30 gallons mi 5) Lighting a. All lighting throughout the reside erior a erior, shall be LED controlled by a manual - on, au c - off occup ensor. All lighting must be certified by the Cali nergy Commissi ee website http://www.energy.ca.gov ances/) Ou door landsca ting shall be restricted to the minimum t possib limited to so xtures only. 6) Site a. Permeable pavers ay approach b. Li eas to no total landscaped area with the r native la or dro t tolerant plant and tree species codes t gh the City of Palm Desert and CVWD. Turf n the rear d only. Drought tolerant design must and les and/or boulders integrated with low- e visual interest. er underlayment may be used below drought tolerant areas owth of grass or weeds. rd wa to the adjacent material proposed for Alessandro Alley aterial that compliments the color and texture of the alley wall. n- drip and smart controller Smart Controller required b) Drip irrigation, bubblers, or drip emitters may be used in desert landscape design; new generation turf sprays must be used in turf design with turf located a minimum distance of 24" away from any hard surfaces or walls. f. Outdoor patio spaces and walkways should incorporate permeable pavers as the finished ground cover. D-3 P6402-0201 \1309935v4.doc 7) Recycled Content / Recycling a. Obtain the maximum of 8 credits under the LEED for Homes rating system in Materials and Resources Credits 2.2 b. Provide separate containers for recycling built into the kitchen cabinets for proper separation of recyclables and trash. 8) Construction and Demolition Recycling Guidelines a. Contractor and Developer shall comply wi of Palm Desert Guidelines and Plan for recycling of 10 waste and 75% other. See Attachment A for details. 9) Low Flow Fixtures a. Showerheads 2 gpm @ 80 psi b. Lavatory Faucets @ 60 psi, but it less than @ 20 psi c. Kitchen Faucets @ 60 psi d. Gravity Tank Type ns / flush 10) Gray W a ay water be colle i and treated from clothes washer, showers, xcept for t itchen to supply landscaping irrigation. ith the 2010 California Plumbing Code, Potable y be used in conjunction with this system, enough waste water be produced and to ensure landscaping d residents be away from home for a period of time. e a solar system, taking into account all of the equipment and pgrades to maintain a net -zero balance of electrical use for a fa e photovoltaic panels shall be designed as a finished roof product and n d ed onto the top of another finished roofing material. D-4 P6402-0201 \ 1309935 v4.doc EXHIBIT E FORM OF GRANT DEED Recording Requested By, and When Recorded return to and Mail To: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attn: Housing Division APN: 627-092-006 and 627-092-050 (Exempt from Recording F The undersigned grantor(s) declare(s). Documentary transfer tax is: County computed on full value of property computed on full value less value of unincorporated area; of Pal [ [ [ FOR A VAL PALM DESERT ("Grantor") hereby OF THE COACHELL ("Grante ' this re Cal' Area No. Development dated February the Agreement is a Waring Drive, Palm (Space ab or Recorder's use.) r Govt Code §6103.) ning at time of sale, receipt of which is hereby acknowledged, the public body, corporate and politic, ISES to HABITAT FOR HUMANITY a non-profit, public benefit corporation cribed in Ex A attached hereto and incorporated herein by ted in the City of Palm Desert, County of Riverside, State of of the roperty is subject to the Redevelopment Plan for Project edevelopment Agency and the provisions of a Disposition and Agreement") entered into by and between Grantor and Grantee terms of which are incorporated herein by reference. A copy of or public inspection at the offices of the Grantor, 73-510 Fred ert, California 92260. The Property is conveyed further subject to all easements, rights of way, covenants, conditions, restrictions, reservations and all other matters of record. 2. The Property is conveyed subject to the condition that the Grantee covenants by and for itself, its successors and assigns and every successor in interest to the Property or any part thereof, that the Grantee and such successors and assigns shall use the Property, and every part thereof, only for the construction of certain improvements thereon as described in the Agreement and as permitted by the Redevelopment Plan for Project Area No. 1, as adopted by E-1 P6402-0201 \1309935v4.doc the City of Palm Desert by its Ordinance No. 724 of the City of Palm Desert adopted July 16, 1975. The Grantee further covenants and agrees for itself, and its successors and its assigns, that the Property and the improvements constructed thereon shall be conveyed only to "Qualified Households" as defined in that certain Affordable Housing Restriction and Lien Agreement entered into by and between Grantor and Grantee dated are incorporated herein by this reference. 3. By acceptance hereof, Grantee covenants, for himself or herself, his or her successors and assigns, and all persons claiming under or through the that there shall be no discrimination against or segregation of, any person or group of pe listed in subdivision (a) or (d) of Section 12955 of the Californi bases are defined in Sections 12926, 12926.1, subdivision (m , 2011, the terms of which n account of any basis rnment Code, as those aph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California e ode, in the sale, transfer, use, occupancy, tenure or enjoyment of the pre s erein co d, nor shall the Grantee himself or herself, or any person claiming u through him o establish or permit any practice or practices of discrimination egation with referen the use or occupancy of the premises herein conveyed. T egoing sha e a covenant g with the land for the benefit of, and as a burden upon the p des herein. Notwithstanding the immediate said paragraph shall not be construed 12955.9 of the California Government paragraph shall be construed to affect Se California Civil Code, relat Section 1360 of the Cali the California Gove 4. Asp Grantor shall have the conveyed, to Gr Gr shall run Grantor, or t and assigns, wi therein to which s Grant Deed, Grantor equity. All covenan he land and s *ty of Pal rega housing Code an apply t receding par housing spect to 51 isions paragraph. with respect to familial status, er persons, as defined in Section 'hal status, nothing in said , 51.11, and 799.5 of the ision (d) of Section 51 and and (p) of Section 12955 of 6.2.3 of th cement, in the event of a default the take possession of the Property hereby thereon, vest in Grantor the Property hereby conveyed crest), and in such event title to the Property shall revert to action on the party of Grantee. n this Grant Deed, or incorporated herein by reference, be binding for the benefit of, and shall be enforceable by, ert (as a third party beneficiary) and their respective successors hether the Grantor is or remains an owner of any land or interest nts relate. In the event of a breach of any covenant contained in this have the right to exercise any right or remedy available at law or in P6402-0201 \1309935v4.doc E-2 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below. Dated: ATTEST: Rachelle Klassen, Secretary State of California ) ) SS. County of Riverside ) On appeared to be the person(s) w to me that he/she/t his/her/their signatur person(s) acted, execut the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Jean Benson, C• an 11 before , a Notary Public, personally , wh to me o basis of satisfactory evidence e subsc d to the within instrument and acknowledged e in his their authorized capacity(ies), and that by t the pe (s), or the entity upon behalf of which the OF PERJURY under the laws of the State of California that rrect. offic seal.(Seal) P6402-0201 \1309935v4.doc E-3 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL A LOT 98 OF PALMA VILLAGE UNIT NO. 7, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 21 OF MAPS, PAGES 16 THROUGH 18, IN THE OFFICIAL RECORDS OF SAID COUNTY, LOCATED WITHIN THE SOUTH HALF OF THE NORTHWEST QUARTE ECTION 20, TOWNSHIP 5 SOUTH, RANGE 6 EAST, S.B.M. EXCEPTING THEREFROM THE SOUTHERLY 27.00 F APN: 627-092-006 PARCEL B A PORTION OF LOT 99 OF PALM LAGE UNI DESERT, COUNTY OF RIVERSIDE, S F CALI MAPS, PAGES 16 THROUGH 18, IN S THE RECORDER OF SAID COUNTY, MOR BEGINNING AT THE TERL THENCE SOUTH DISTANCE OF 93, CERTAIN GRANT 11, 2008 THENC PARALLE OF SAID LO NORTHEASTER SAID POINT BEAR IN THE CITY OF PALM IA, FILED IN BOOK 21 OF OF THE COUNTY RIBED AS FOLLOWS: LONG EASTERLY LINE OF SAID LOT 99, A ORTHE 1 CORNER OF PARCEL "A" PER THAT DESERT RECORDED SEPTEMBER FFICIAL RECORDS OF SAID COUNTY; ALONG THE NORTHERLY LINE OF SAID . 2008-0499627, A DISTANCE OF 116.22 FEET; RTHERLY LINE NORTH 38°17'00" EAST ALONG A LINE FEET SOUTHEASTERLY FROM THE WESTERLY LINE CE OF 133.36 FEET TO A POINT ON A CURVE CONCAVE G A RADIUS OF 100.00 FEET, A RADIAL BEARING FROM RTH 27°24'00" EAST, SAID CURVE ALSO BEING THE NORTHERLY PROPERTY LINE OF SAID LOT 99; THENCE EASTERLY ALONG SAID CURVE AND NORTHERLY PROPERTY LINE OF LOT 99, THROUGH A CENTRAL ANGLE OF 23°43'00" FOR AN ARC DISTANCE OF 41.39 FEET TO THE POINT OF BEGINNING, APN: 627-092-050 E-4 P6402-0201 \1309935v4.doc EXHIBIT F FORM OF AFFORDABLE HOUSING RESTRICTION AND LIEN AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attention: Housing Division EXEMPT FROM RECORDING FEES PURSUANT TO G AFFORDABLE HOUSING RESTRICT!' D LIEN A MENT THIS AFFORDABLE HOUSING REST ON AND LIEN AGR NT (the "Restrictive Agreement") including DECLARA S OF CS TIONS, CO NTS AND RESTRICTIONS dated as of the day of F and between the PALM DESERT RED VELOPME politic (the "Agency"), and HABITA UMANIT California nonprofit corporation (the" A. The Ow the City of Palm De Redevelopment A and incorporated her Developm Owner has a and the Agency collectively referre ntly he erside, No. 1, le ite"). the "Effective Da e"), is by CY, a public body, corporate and COACHELLA VALLEY, INC., a cquiring t certain real property located in of California within the Palm Desert described in Exhibit "A" attached hereto Ageemen effectuate the disposition of the Site to the Site, and its sale to a Qualified Household (as defined the 0 ner are parties to that certain Disposition and February , 2011 (the "DDA"). Pursuant to the DDA, the single-family residential dwelling unit on the Site (the "Unit"), onvey the Site to the Owner. The Site and Unit are herein "Property". D. Pursuant to the DDA, the Owner at the time construction of the Unit is completed, is required to sell the Property to a Qualified Household who as "Owner" shall be subject to the terms and provisions of a new Affordable Housing Restriction and Lien Agreement as herein provided. E. Concurrently herewith, the Owner is executing a promissory note secured by deed of trust (the "Note"), which Note is made and delivered to Agency in consideration of the Agency's transfer of title to the Site to Owner, in the sum of Twenty Thousand Dollars ($20,000) F-1 P6402-0201\1309935v4.doc (the "Loan") to be secured by a Deed of Trust, Assignments of Rents and Security Agreement of even date herewith (the "Deed of Trust") to be recorded against the Property in the official records of the County Recorder of Riverside County (the "County Recorder"). F. To further the interests of the Agency, and as required by the DDA, Owner has agreed to enter into and record this Restrictive Agreement, the purpose of which is to regulate and provide certain restrictions with regard to occupancy, resale, and ownership of the Property. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Fundamental Provisions. The following sha basic terms of this Restrictive Agreement: (a) The name of the Owner is H or Humanity of lla Valley, Inc. (b) The Property is known as and legally d attached in Exhibit "A". ed as (c) References her tatutes or re ons shall be to such statutes or regulations as amended from time to ti any succe tatutes and regulations. 2. Residential Dwelling. The particularly described in t 3. Term upon the date of re continue until the da "Term"). Upon expirat instrume Coven con the Housin as the Age discretion) at five (45) years this Restrictive trictive tion hereof n whi e in the Term o y shall at the t *ction and Li Executive to the he A nit on the Site as more eement. is Restrictive Agreement shall commence he offici cords of the County Recorder and shall erty i t sold to a Qualified Household (the gency shall promptly execute and record an the Agenc evidencing the termination of this Restrictive tried that the Term is the longest period feasible for e Agreement. The first Qualified Household to purchase f the ng of such purchase enter into a new Affordable greem nt in the form of Exhibit F-1 (with such changes thereto tor may approve in the exercise of his sole and absolute (the "Purchaser's Restrictive Agreement") with a term of forty- f such purchase. The repayment of the Loan shall not terminate 4. Definitions. For purposes of this Restrictive Agreement, the terms listed below shall have the meanings thereinafter specified. (a) Agency's Executive Director means the Executive Director of the Agency or a designee as he or she may so designate from time to time. (b) AMI means the median family income of the Riverside -San Bernardino Statistical Area (SMSA), as determined and published annually by the United States Department F-2 P6402-0201 \1309935v4.doc 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 family size in accordance with state regulations adopted pursuant to California Health and Safety Code Section 50052.5. (c) Affordable Housing Cost means a housing cost which is calculated pursuant to California Health and Safety Code Section 50052.5, as amended from time to time, and 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 rim time to time, and the term "gross income" shall have the meaning ascribed to such term e 25 of the California Code of Regulations Section 6914. (d) Person, Family, or Household of Ver person, family or household of one or more persons occ household income does not exceed the limits set fort Sections 50105 and 50079.5, and Title 25 of the C seq., as the case or context may require, adjuste the sam lifornia Healt ia Code of Regulati Income means a sing unit whose Safety Code ection 6910, et (e) Oualified Household means a or Household of Very Low or Low Income that is a First -Time Ho buyer and tha I not cause the occupancy of the Unit to exceed the maximum occupan d by the esert Municipal Code. (0 Escrow and Title escrow agent & title insuranc include loan fees, refin other fees not directly (g) and his or her spouse purchase of may not company s roker c nsfer se fees charged by an f escrow. These are not to ems, homeowner's dues, or an individual or individuals or an individual *ng the three-year period before the ssistan at the following individual or individuals eration as a Firs -Time Homebuyer under this definition: ed homemaker who, while a homemaker, owned a home with h er spouse or r. . in e owned by the spouse. A displaced homemaker is an adult whs not, within th eceding two (2) years, worked on a full-time basis as a member of the labor ve twelve-month period and who has been unemployed or underemploye fficulty in obtaining or upgrading employment and worked primarily without en to care for his or her home and family; ) a single parent who, while married, owned a home with his or her spouse or resided in a home owned by the spouse. A single parent is an individual who is unmarried or legally separated from a spouse and has one or more minor children for whom the individual has custody or joint custody or is pregnant; and (h) Owner means both the party identified as "Owner" in first paragraph of this Restrictive Agreement, and any successor in interest of such Owner with respect to the Property. F-3 P6402-0201 \1309935v4.doc 5. Restriction on Transfer. (a) The Owner shall not voluntarily or involuntarily, in whole or in part, 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 Restrictive Agreement and the DDA, and with the prior written approval of the Agency's Executive Director. Failure to obtain the prior written approval of the Agency's Executive Director will be deemed a breach of this Restrictive Agreement and, a e option of the Agency, shall result in an acceleration of the Note requiring the Owner to 1 tely repay the Note in full. Notwithstanding the foregoing, Owner may lease, in antici • of selling, the Unit to a Qualified Household for a period not to exceed ; provided that Owner shall give Agency sixty (60) days advance written notice of ten s lease the Unit, and such lease shall be made pursuant to a lease agreement t a rental r ceptable to the Agency in the exercise of its sole and absolute discre (b) Any violation or breach or other transfer of the Property prohibited in Sec Term shall be null, void and unenforceable and shal result in an acceleration of the Note re ng the Owne 6. Covenant to Maintain A (a) The Si community's supply of 1 Cost in accordance wi Law (California He assign, or transfer o cannot obtain compara and Safety Propert Qual. tion is being co derate-i housin e, Secti ncy of th pr ovisions a ab reof is prohi nd any sale whole or in pa during the , at the option of the Agency, mediately repay the Note in full. to rease and improve the sing ble at an Affordable Housing irements o the Community Redevelopment 000, et seq). The Owner shall sell, convey, perty only to Qualified Households who n the open market as provided in Health e)(8). , the Owner agrees that during the Term the ffordable Housing Cost and shall only be occupied by a primary residence. dition elling the Property, Owner shall require the buyer of the Property cute, ackno e and deliver to the Agency's Executive Director an assumption of the Note e Purchas Restrictive Agreement, in fon-n and substance acceptable to the Agency's Exec 7. Perm ransfers and Mortgages. (a) Conveyance of Property. Any permitted transferee shall acquire the Property subject to the terms and conditions of the Purchaser's Restrictive Agreement. (b) First Trust Deed - Purchase. The Owner may encumber the Property with a deed of trust or mortgage securing a purchase money loan for the benefit of a Qualified Household on the condition that the first position trust deed complies with the terms of the Purchaser's Restrictive Agreement. No other encumbrance of the Property is permitted without F-4 P6402-0201 \ 1309935v4.doc purchaser a provide and s esc is a Qualifi hereof, the Ow notify the Agenc which the Owner int providing the Agency the prior written consent of the Agency's Executive Director, which consent may be granted or withheld in the Executive Director's sole and absolute discretion. 8. Controls and Procedures Regarding Sale of the Property. (a) When the Owner elects to sell the Property, the Owner shall, prior to signing a listing agreement or other authorization to sell with a real estate broker, first provide to the Agency's Executive Director a notice (the "Notice of Proposed Sale") setting forth the Owner's intention to sell the Property, and a property information fo • to be prepared by the Agency. (b) The escrow instructions pertaining to t sall provide for conditions or contingencies of the type and nature customarily include 1 purchase escrows (including but not limited to financing contingencies, in rights, sreliminary title report approvals), provided that any such conditions ngencies (oth n the status of title to the Property at the time of conveyance and • conditions which b nature cannot be satisfied prior to closing) must be satisfied o ed on or be ore the close row. Escrow shall close within a reasonable time after ng therr ut not earlier t sixty (60) days following the date upon which the notice of sa y the Agency' Executive Director. (c) The Owner shall person's execution of escrow instruction whichever is earliest, that the 'tie to the P Purchaser's Restrictive the fo prospective purchaser 0) days aser in writing prior to such ment or similar agreement, the manner described in the sha ivered by Owner to the to the proposed date of sale of the Property). (d) require a esit to open escrow in an amount not to exceed three percent to the Property shall be delivered to the se of netary liens and encumbrances, except as eement. Closing costs shall be allocated between the buyer practices in Riverside County in effect at the time the urpose of confirming with the Agency that a proposed purchaser 11 be paying a purchase price that is in compliance with the terms -five (45) days prior to the close of escrow for the Property) shall e Director in writing of any offer from a prospective purchaser o accept, disclosing the identity of such prospective purchaser and ith 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. F-5 P6402-0201 \1309935v4.doc (iii) Proposed purchase price of the Property, and any other consideration for the purchase of the Property. (iv) (v) Verification purchaser is a First Time Home Buyer. Amount of down payment. (vi) Terms of any loan that will be used by the purchaser to finance the purchase of the Unit, including, but not limited to, principal, interest r e, term, and loan fees. (vii) Closing date. (viii) Aggregate annual income of t 's household. (ix) Most recent federal and and all other members of the purchaser's household verification of the proposed purchaser's salary or current pay stubs showing year to date as well a calendar years. (x) Copy o instructions, loan application, or other Property or relating to the sale of the Un documentation that the Agency deems ap roposed pur between sing en state will be occupied by t ch Unit In lie deemed to have been sa certificat egoi positio Age Prop information which case the Director fails to di deemed approved by ncome tax r of the purchaser e preceding two endar years, and from the purchaser's yer or from payrol the preceding (2) and sale agreement, escrow wner and the purchaser of the nts or any other ed by t. .roposed purchaser that the Unit used as his or her primary residence. e oing ation, these requirements shall be cy's Executive Director of a written rmation fro purchaser's lender who shall hold a first e Property, which certification shall be furnished to the orty-five (45) days prior to the close of escrow for the cy's Executive Director shall have 30 days to review the received the certification from prospective purchaser's lender, in ye 15 days to review the information). If the Agency's Executive he purchaser within such period of time, then the purchaser shall be Agency. The Agency's Executive Director may require the purchaser to submit other written documentation reasonably requested by the Agency's Executive Director to verify the information set forth therein and to determine that the requirements of the Restrictive Agreement are being satisfied. If the Agency's Executive Director receives all such prospective purchaser information requested by the Agency's Executive Director, the Agency's Executive Director shall determine whether the prospective purchaser is a Qualified 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 Unit as a Qualified Household. F-6 P6402-0201 \1309935v4.doc (i) If the Agency's Executive Director notifies the Owner that the sale is authorized and approved, the Owner shall proceed to complete the sale of the Property as soon as practicable. 9. Nondiscrimination Covenants. By the Owner's acceptance hereof, the Owner agrees, for itself and its successors and assigns, to refrain from restricting the transfer of the Unit 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 nonsegr, • ation clauses: (a) In deeds: "The grantee herein covenants or her heirs, executors, administrators and assigns, and all per them, that there shall be no discrimination against or segre persons on account of any basis listed in subdivision (a) Government Code, as those bases are defined in Sect paragraph (1) of subdivision (p) of Section 12955 Government Code, in the sale, lease, sublease, t the premises herein conveyed, nor shall the Grant under or through him or her, establish or permit any segregation with reference to the selec location, nu lessees, subtenants, sublessees or yen remises covenants shall run with the land. Notwithstand. status, said paragraph sh Section 12955.9 of th said paragraph sha the California Civil and Section 1360 of th of the Cali or h or her, there sha account of a Government C paragraph (1) of s Government Code, in (b) *rs, executors, a is lease is ma ornia onstrued t relatin 'fo ases. stra o discriminat is listed i s tho he imme nstrued ernmen ect Secti ousing for e shall a of Sect 926, 12926.1, ection 12955.2 of th for himself or herself, his ing under or through erson or group of r, use, occ self o ancy, tenure 55 of the California ivision (m) and 'fornia oyment of elf, or any pers claiming ractices of discrimination or se or occupancy of tenants, conveyed. The foregoing , with respect to familial o hou er older persons, as defined in e. With respect to familial status, nothing in 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of or citizens. Subdivision (d) of Section 51 divisions (n), (o) and (p) of Section 12955 aid paragraph." e lessee herein covenants by and for himself or herself, his d assigns, and all persons claiming under or through him ed upon and subject to the following conditions: That against or segregation of any person or group of persons, on division (a) or (d) of Section 12955 of the California es are defined in Sections 12926, 12926.1, subdivision (m) and (p) of Section 12955, and Section 12955.2 of the California easing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in F-7 P6402-0201 \1309935v4.doc said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (c) In contracts: "The contracting party or parties hereby covenant by and for himself or herself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Gov ent Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and aph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Gov nt Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of th nor shall the contracting party or parties, any subcontracting party or parties, or thei ecti igns or transferees, establish or permit any such practice or practices of dis nation or s- '..tion. Notwithstanding the immediately p ng paragraph, with r t to familial status, said paragraph shall not be construed to housing •r older perso defined in Section 12955.9 of the California Government Co ith r to familial stat nothing in said paragraph shall be construed to affect Sections .4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to h ng for senior ns. Subdivision (d) of Section 51 and Section 1360 of the California Ci d subdivi (n), (o) and (p) of Section 12955 of the California Government Code sha The foregoing shall burden upon the Propert 10. Mai waste upon the Pro Property. The Owner improvem maintai Exec def by the 11. Restrictive A the defaulting pa after service of the n irector, t aintenance, cy in performi covenant emain e benefit of, and as a Against Waste. The Owner shall not commit e or demolish the improvements on the f, keep and maintain the Property and the dition a . If the Owner at any time fails to so keep and dition and repair, after 30 days notice from the Agency's have a right to enter onto the Property and perform such all promptly reimburse the Agency for all costs incurred enance. party defaults with regard to any of the provisions of this defaulting party shall serve written notice of such default upon fault is not cured by the defaulting party within thirty (30) days f 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. 12. 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. F-8 P6402-0201 \1309935v4.doc 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 If to the Agency: Palm Desert Redevelopment 73-510 Fred Waring Drive Palm Desert, California Attn: Executive Dire 13. Covenants to Run With the Land. S established in this Restrictive Agreement shall be interest of the Owner, and shall be for the benef assigns, the City of Palm Desert, and Alphonso ub. • Section 7 he e covenants g on the Owner an uccessor in in favor of he Agency, it essors and z the r y in interest u :rthat certain Stipulation for Entry of Judgment, Riverside 51124; subject to Section 6 hereof, the venants shall and shall be a burden upon the Prope 11 be for t the Project Area owned by the City of s descn recorded on December 22, 198 deemed the beneficiary oft covenants running with t interests of the comm benefit this Restric The covenants here and Safety Code Sectio shall be in Owner to a inst breach remedies, enforce the c however the 0 performance hereo the "transferee" Own obligations hereunder. by essors in i ts secured by t e Owner of an o maintain of such b nd nor Court Case No. INDIO the land in favor of the Agency efit of the parcels that comprise Instrument No. 23610, Rive County. The Agency is e Agreement and of the ts an he purposes of protecting the or private, in whose favor and for whose s running with the land have been provided. he persons or entities set forth in Health tablished in this Restrictive Agreement in all de eying all or any portion of the Property. The rest, as the case may be) shall furnish a copy of this instrument me all restrictions and conveyances as recorded on all said ed o t. The Agency shall have the right, in the event of any venan agreement herein, to exercise all the rights and ctions at law or suits in equity or other proper proceedings to h of covenant or agreement. Notwithstanding the foregoing, ccessors in interest to the Owner named herein shall be liable for ng their respective period of ownership of the Unit, provided that s in writing assumed and agreed to perform the "transferor" Owner's 1 in the 0 s and pr and in arties, the cove ble by an 14. No Speculative Investment. The Owner acknowledges that the acquisition of the Property by the Owner pursuant to this Restrictive Agreement is not intended as a speculative financial investment. F-9 P6402-0201 \1309935v4.doc 15. 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. 16. 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. 17. Further Assurances and Recordations. The Owner c ts that upon request of the Agency's Executive Director, the Owner, or its heirs, succes assigns, will execute, acknowledge and deliver, or cause to be executed, acknowled elivered, such further instruments and agreements and do such further acts as ma ece desirable or proper to carry out more effectively the purpose of this instrumen t e expira ef the Term, the Agency's Executive Director agrees to provide to the an instrumen ecordable form that has the effect of confirming the termination o fordable housing re ents of this instrument. 18. Captions and Section Headings. Cap tion headings used herein are for convenience only and shall not be d in construm nstrument. 19. No Waiver. No waiver the Owner of any covenant, restriction, o such waiver is in writing, si Owner. Any waiver by t covenant, restriction, right or remedy wit relinquishment for condition nor bar any heret Si 2 enforce or t be entitled to the provi the party to b dition ect to any ture of a T r ee er ged. Attorneys' F ret any o rd of d by the A of its po n cont ach or b ts regar of its n con hereunder, or of any breach by , shall be effective unless and delivered to the ma wner's estate herein or of any or the failure by the Agency to exercise any es, shall not constitute a waiver or subsequent sales, or of any such covenant or respect of any subsequent breach. This instrument constitutes the entire agreement of the parties y be modified or amended only by a written instrument In any action brought to declare the rights granted herein or to terms of this Restrictive Agreement, the prevailing party shall nable attorney's fees in an amount determined by the court. 22. Ame s. Only the Agency, its successors and assigns, and the Owner and its successors and assigns, hall 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 Restrictive Agreement, or to subject the Property to additional covenants, easements or other restrictions. 23. Successors and Assigns. This Restrictive Agreement shall be binding upon and inure to the benefit of the Agency and the Owner, and their respective successors and assigns. The terms and provisions hereof shall run with the land and shall be a burden upon the land, F-10 P6402-0201 \1309935v4.doc including the Unit, and shall be binding upon the Owner's successors in interest as purchasers of the Unit, for the benefit of the Agency. 24. Insurance. Owner shall maintain, during the Term, an all-risk Property insurance policy insuring the Property in an amount equal to the full replacement value of all improvements on the Property. The policy shall name the Agency as loss payee and shall contain a statement of obligation on behalf of the carrier to notify the Agency of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. 0 er shall transmit a copy of the certificate of insurance and loss payee endorsement to the A s Executive Director within thirty (30) days of the effective date of this Agreement, ner shall annually transmit to Agency a copy of the certificate of insurance and loss paye ment, signed by an authorized agent of the insurance carrier setting forth the g pro s of coverage. The copy of the certificate of insurance and loss payee endo ent shall be mitted to the Agency's Executive Director as follows: Palm Desert Redevelopm gency, it's ccessors or a 73-510 Fred Waring Drive Palm Desert, California 9226 Attention: utive Directo Any certificate of insurance mu Agency's Executive Director. conte • with companies approved by F-11 P6402-0201 \1309935v4.doc IN WITNESS WHEREOF, the parties hereto have executed this Restrictive Agreement as of the day and year first above written. "AGENCY" "OWNER" PALM DESERT REDEVELOPMENT AGENCY, public body, corporate and politic By: ,Chairman HABITAT FOR VALLEY, IN benefit co By: ITY OF COACHELLA a non-profit, public P6402-0201 \1309935v4.doc F-12 State of California County of Riverside On personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the ii ment the person(s), or the entity upon behalf of which the person(s) acted, executed the i ent. , 2011, before me, , a Notary Public, I certify under PENALTY OF PERJURY under the laws oft f California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature State of California County of Riverside On personally appeared basis of satisfactory evi instrume autho ' the I certif foregoing me that he/s his/her/their signature(s) on the instrument the person(s), or rson(s) acted, executed the instrument. WITNESS my I seal. Signature , a Notary Public, , who proved to me on the se name(s) is/are subscribed to the within ey executed the same in his/her/their under the laws of the State of California that the (Seal) P6402-0201 \1309935v4.doc F-13 EXHIBIT A LEGAL DESCRIPTION That certain real property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: F-14 P6402-0201 \1309935v4.doc EXHIBIT F-1 FORM OF PURCHASER'S RESTRICTIVE AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attention: Housing Division EXEMPT FROM RECORDING FEES PURSUANT TO G PURCHASER'S RESTRICT GREEME THIS PURCHASER'S RESTRICTIVE EMEN including DECLARATIONS OF CONDITION VENAN as of the day of , 20 (the "E DESERT REDEVELOPMENT AGEN Y, a public b and A. The Owner with a single-family re of California within described in Exhib B. The Age nonprofit Devel Dev and a Owner 1 t Agre r has construe to sell the Pro alified House ently h ated in edevelo o and inc T (the "Restricti i eement") ND RESTRI NS dated , is by and between the PALM orate and politic (the "Agency"), (the "Owner"). certain real property improved y of Palm esert, County of Riverside, State nt Agency's Project Area No. 1, legally rated herein by reference (the "Property"). of Coachella Valley, Inc., a California ion ("Develop are parties to that certain Disposition and ruary , 2011 (the "DDA"). Pursuant to the DDA, the ily residential dwelling unit on the Property (the "Unit"), ved, to a Qualified Household (as defined below). The C. currentl ewith, the Owner has purchased the Property from Developer and has assume note secured by deed of trust (the "Note"), which Note was made and delivered to A consideration of the Agency's transfer of title to the Property to Developer, in the sum Dollars ($ ) (the "Loan") and secured by a Deed of Trust, Assignments of Rents and Security Agreement recorded against the Property in the official records of the County Recorder of Riverside County (the "County Recorder") as Instrument No. (as amended, the "Deed of Trust"). D. To further the interests of the Agency, and as required by the DDA, Owner has agreed to enter into and record this Restrictive Agreement, the purpose of which is to regulate and provide certain restrictions with regard to occupancy, resale, and ownership of the Property. F-1-1 P6402-0201 \1309935v4.doc NOW, THEREFORE, the parties agree as follows: AGREEMENT I. Fundamental Provisions. The following shall serve as the basic terms of this Restrictive Agreement: (a) The name of the Owner is (b) The address of the Property is and legally described as attached in Exhibit "A". (c) References herein to statutes or regul regulations as amended from time to time, and to any su 2. Term of Restrictive Agreement. Th. upon the date of recordation hereof in the officia continue through 45 years thereafter (the "Term the longest period feasible for continuing the Term the Property, the Agency reserves the ri Affordable Housing Restriction and L The Owner's repayment of the Loan sh 3. Definitions. For purposes shall have the meanings t specifi t to require eement wit mate this (a) or a designee as he Statistica of Ho Sec fami Code Sc. nd Ur 093, and the in accordance 50052.5. ncy's E so designa tive Dir om time e. s r statut e to such statutes or regulations. ctive Ageemen commence ds of the County Recor nd shall Agenc determined t 5 years is ive Agreement. pon resale of uyer to enter into a new -year term from the date of resale. *ctive Agreement. t, the terms listed below r means the Executive Director of the Agency b) income of the Riverside -San Bernardino ined and p ed annually by the United States Department t ("HUD"), pursuant to California Health and Safety Code mulgated thereunder. The AMI shall be adjusted for lations adopted pursuant to California Health and Safety ,a vel atm stat Affo e Housing Cost means a housing cost which is calculated pursuant to Cali • H nd Safety Code Section 50052.5, as amended from time to time, and for the purpose ,the term "housing cost" shall have the meaning ascribed to such term in 25 California e of Regulations Section 6920, as amended from time to time, and the term "gross income" shall have the meaning ascribed to such term in Title 25 of the California Code of Regulations Section 6914. (d) Person, Family, or Household of Very Low or Low Income means a person, family or household of one or more persons occupying the same housing unit whose household income does not exceed the limits set forth in California Health and Safety Code Sections 50105 and 50079.5, and Title 25 of the California Code of Regulations Section 6910, et seq., as the case or context may require, adjusted for family size. F-1-2 P6402-0201 \1309935v4.doc (e) Oualified Household means a Person, Family, or Household of Very Low or Low Income that is a First -Time Homebuyer and that would not cause the occupancy of the Unit to exceed the maximum occupancy allowed by the Palm Desert Municipal Code. (f) Escrow and Title Costs are to include only those customary fees charged by an escrow agent and title insurance company with respect to the administration of escrow and the issuance of an owner's policy of title insurance. 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. (g) First -Time Homebuver means an individ and his or her spouse who have not owned a home during the purchase of a home with subsidy assistance, except that the win may not be excluded from consideration as a First -Tim ebuyer (i) a displaced homema with his or her spouse or resided in a home own adult who has not, within the preceding two (2) y ndividuals or an individual period before the *vidual or individuals un is definition: o, while a homema wned a home the spouse A displaced aker is an worke. full-time basis member of the labor force for a consecutive twelve-month pe o has been unemployed or underemployed, experienced difficulty • obtaining or ng employment and worked primarily without remuneration to car r her horn family; (ii) spouse or resided in a home unmarried or legally sep individual has custod a single pa ed by the a spous or is p (h) th the pa this Restrictive Agre i n Property. convey, Property, o mortgage, refi Restrictive Agree Executive Director. Director will be deeme ned a home with his or her an individual who is minor children for whom the entified as "Owner" in first paragraph of st of such Owner with respect to the ner s ot voluntarily or involuntarily, in whole or in part, sell, , assign, encumber, mortgage, refinance, or hypothecate the ts to sell, convey, transfer, lease, sublease, assign, encumber, cate the Property, except in compliance with the terms of this e DDA, and with the prior written approval of the Agency's e to obtain the prior written approval of the Agency's Executive a breach of this Restrictive Agreement. (b) Any violation or breach of the provisions hereof is prohibited and any sale or other transfer of the Property enumerated in Section 4(a) above, in whole or in part, during the Term, as defined herein, shall be null, void and unenforceable and shall additionally, at the option of the Agency, result in an acceleration of the Note requiring the Owner to immediately repay the Note in full. F- 1-3 P6402-0201 \1309935v4.doc (c) In the event of the death of the Owner with no qualified surviving joint tenants, the Agency will work with the heirs, probate court, or other responsible party to either exercise its option to reacquire the Property in accordance with Section 8 hereof or identify a Qualified Household to purchase the Property. 5. Covenant to Maintain Affordability. (a) The Property is being conveyed to the Owner to increase and improve the community's supply of low- and moderate -income housing available an Affordable Housing Cost in accordance with the affordable housing requirements of the unity Redevelopment Law (California Health and Safety Code, Section 33000, et seq) assign, or transfer ownership or occupancy of the Property o comparable housing at affordable costs on the open market Code Section 33334.2(e)(8). To this end, the Owner a shall, except as provided in Sections 6, 8 and 9 hereo Housing Cost and shall only be occupied by Qual. Agency's Executive Director's consent, the Ow and primary residence for a period of 90 calendar the Owner shall be in breach of this Restrictive Agre (b) Subject to the p of entire Term the Owner has not either ( ) except to a Qualified Household, where e subleased the Property in vi n of the t encumbered, or mortga at a price exceeding t breached the terms restriction and forgi Note. who also to the form and requirement deliver to the A er sells th "Owner", sha 's Executive nce accepta ny subse 's E 6. Permi rty in v e perm of, then cc outst t at during am available o ouseholds. In addi its to occu the Unit as t cum y, in any calen wner shall sell, convey, ons who cannot obtain Health and Safety erm the Property an Affordable 'f, without the ner's sole year, then Section reof, if after the expiration of the ed, tran d, or assigned the Property d by en 6 hereof, or (ii) leased or need, hypothecated, f the te ereof, or (iv) sold the Property under Section 11 hereof, or (v) otherwise gency shall remove the affordability ng and any accrued interest owed under the ion to selling the Property, Owner and any person or entity to y other successors in interest to the Property, who will then uire yer of the Property to execute, acknowledge and deliver tor a ssumption of the Note and this Restrictive Agreement (in o the Agency's Executive Director) which shall include a buyer of the Property shall also execute, acknowledge and ive Director such an assumption agreement. ransfers and Mortgages. (a) Conveyances to Qualified Households Property. Subject to the option rights of the Agency herein, the Owner may convey the Property to Qualified Households, on the condition that (i) the Owner complies with the requirements of Sections 9 and 11 hereof, (ii) the purchaser covenants to occupy the Unit as such party's sole and primary residence, and (iii) the purchase price does not exceed the maximum permitted resale price set forth in Section 11 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 the Agency's Executive F-1-4 P6402-0201 \1309935v4.doc Director's discretion. Any permitted transferee shall execute in recordable form any documents necessary to accommodate the transfer in form and content satisfactory to the Agency's Executive Director. (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 adult child when the child is approved by the Agency's Execut. Director or his designee as a Qualified Household at the time of transfer. A transfer to chili the Owner where the income of such children exceeds the maximum household inco i Med hereunder shall give rise to the option in favor of the Agency to purchase the Prop 'bed in Section 8; provided, however, such option shall be exercised by the A wr 0 days after receipt by the Agency of written notice of such transfer, and the p se price sh the amount set forth in Section 8(e). (c) First Trust Deed - Purcha • e Owner y encumber t operty with a first position deed of trust or mortgage securing chase loan on the co ftion that the first position trust deed complies with the terms o ctive Agreement. (d) Refinancing of t Deed. standing any restriction or covenants to the contrary that are supen o of the I f Trust, the Owner, may refinance any first trust deed or mortgage *ded that prior written approval of the transaction • med fro the notification and approval process design n 10 b- .prova •e subject to the limitations that the principal amount st, te d cond s are reasonable at the time the refinancing takes place (in the the principal amount thereof does not exceed the original principa e first trust deed or mortgage being refinanced (plus reason gether with all subordinate deeds of trust ber t y. Farlu tain prior Agency approval to refinance any bering the Unit shall be deemed a violation or breach of terms he option of the Agency shall constitute a default eds of Trust. Notwithstanding any restriction or covenants to the contrary that uperior to lien of the Deed of Trust, any loan to be secured by a junior deed of trust encumb rty shall require the prior written approval of the Agency's Executive Directo to the notification and approval process designated in Section 10 below. The Agency' ecutive Director 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 Executive Director's opinion), (iv) the Owner shall be capable of meeting the monthly payments provided by such loan (in the Agency's opinion), and (v) the Property is not over encumbered. The improvements to be finance with the proceeds of any loan F-1-5 P6402-0201 \1309935v4.doc borrower's expense, shall c request for a special noti (b) The refinancing of a dee with the applicable subordinat Restric savi con shall not include any items that are of a luxury nature, i.e., in or above ground pools or spas, interior or exterior decorative items. Failure to obtain prior Agency approval for any loan to be secured by a junior deed of trust encumbering the Property shall be deemed a violation or breach of the terms of this Restrictive Agreement and at the option of the Agency shall constitute a default hereunder. 7. Subordination to First Trust Deed Encumbrances. (a) The Agency recognizes that immediately prior to the re Owner is or may be recording a deed of trust that shall be superior and the Deed of Trust, and the Agency agrees that, in such even prior hereto shall be superior to this Restrictive Agreement a the event of the foreclosure of such deed of trust, or the co ce foreclosure of the Property to a bank, savings and loan, ther institu beneficiary of such deed of trust superior to the lien and be of no force or effect; provided, however, if Property pursuant to a deed in lieu of foreclosur the Agency has been given written notice of a de Agency shall not have cured the default under the se curing of the default as determined by enior lien ho notice is sent to the Agency. rdation hereof, the Restrictive Agreement deed of trust recorded d of Trust. Therefore, in ed in lieu of lender that is the , the provisions nior lien holder acqu the term ereof shall te der t f shall terminate 'tie to the te only if (i) ior deed of trus d (ii) the trust, or diligently pursued the ithin 60 days after the date the On recording any such first deed he borrower, at the ounty Recorder a written o be reco in favo gency. e event of a resale of the Property or a lien hereof (in each case in compliance ement), the Agency agrees to execute a and subs eptable to the Agency, subordinating this ed of Trust to any first deed of trust, in favor of any bank, institutional lender, subject to the following terms and ipal amount of the new loan does not exceed the original principal am of the ba ng refinanced, plus reasonable loan fees and costs; (11 s and provisions of the loan secured by such deed of trust, including interest rat 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; F-1-6 P6402-0201 \1309935v4.doc (iv) On recording the new first trust deed, the borrower, at the borrower's expense, causes to be recorded in the office of the County Recorder a written request for a special notice of default in favor of the Agency; (v) The borrower shall deliver to the Agency, at the owner's expense, evidence of insurance coverage satisfying the requirement of Section 30 hereof; and (vi) The Agency may condition any such subordination upon its receipt of assurances from a reputable title company that this Restrictive Agree t is not being subordinated to any liens or encumbrances other than such new loa e result of such subordination. If the Agency, at its sole election, advances that are due and payable by the Owner to the senior lien be due and payable by the Owner to the Agency toge legal rate permitted under California usury laws. 8. Agency Option to Purchase. r, such a ith interest the y senior lien holders ts shall immediately t the maximum (a) Option. In order o maintain an that the Unit shall remain affordable to and only occupied by a Househol Agency is hereby granted an option, throughout the Term hereof, to Propert e Owner desires to transfer the Property, or to find another Qualified Ho ole ase th • erty. The option shall be exercised in writing by the A ency's Exec in sixty (60) days after the Agency's Executive Dire t of th otice otice of Proposed Sale") of the Owner's desire to er the certy as ded in Section 9(a), below. During such sixty (60) day period Ow n-ently a ept to market the Property to sell it to a Qualified Househo ection 9 h . With Agency approval, the Owner may enter into an agreemen ell Q ied Household at a price that does not in Se eof. Provided the Agency's Executive ousehold that t e owner presents, then the Agency shall not er buyer. If the Agency exercises the Option, then the ptly open escrow thereafter and shall close escrow for that is sixty (60) days after the Agency opens escrow. ivered to the Agency at the close of escrow free and clear of es, and closing costs shall be allocated in the fashion as is s in Riverside County. exceed the Directo then Ag the pu Title to th monetary lie customary for se the opt! Executive Dir of the Unit p (b) ncy'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 one hundred twenty (120) days after the date the Agency first received the Notice of Proposed Sale, then the Owner shall be entitled to sell the Property to a person or family that is not a Qualified Household, provided, however, (i) if the Property is sold to a person or family that is not a Qualified Household or (ii) if the Property is sold at a price that exceeds the maximum resale price set forth in Section 11 hereof, then the Owner shall repay the Loan (including all accrued interest thereon) to the Agency as provided in Section 9(c) below. F- 1-7 P6402-0201 \1309935v4.doc (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 in ctions may provide for conditions or contingencies of the type and nature customarily incl n residential purchase escrows (including but not limited to inspection by the Agency mination of pests, and preliminary title report approvals), provided that any such co contingencies (other than the status of title to the Property at the time of conve conditions which by their nature cannot be satisfied prior to closing) must b ied or wai n or before the close of escrow. The proceeds of the sale shall be u pay off all mone iens and encumbrances upon the close of escrow. Escrow lose within 60 days a e Agency exercises its option to purchase. (e) Purchase Price. The purchase Property to be paid by the Agency pursuant to the Agency's exer of the Optio be the lesser of: (i) The actua r uce paid e Owner for the Property plus reasonable and customary Escrow and Ti the Owner in purchasing such Property, times a fract e numera or the year in which the sale takes place, and the den hich is ner purchased the Property (and subtracting there he am of the which the Agency shall assume from the Owner); or below, ass at the ti as purc Property; or e determined pursuant to Section 11(a), f the same income category as was the seller arket value of the Property, as determined by an appraiser appro ector. trols and Procedures. (a wner elects at any time to sell the Property, then the Owner shall, prior to signing a lis reement or other authorization to sell with a real estate broker, first provide to the Agency' Executive Director 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's Executive Director shall have sixty (60) days from the time following the receipt by the Agency's Executive Director 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 7; 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 Qualified Households F-1-8 P6402-0201 \1309935v4.doc 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 Unit if the Owner has elected to sell the Property. (b) If the Owner resells the Property to a Qualified 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 Restrictive Agreement and the Deed of Trust as provided in Section 7 hereof. Each successor in interest to Owner that is a Qualified Household shall acquire the Property subjec covenants of forty-five (45) years, and restrictions on such propert Agreement and the Deed of Trust; and if Agency purchases suc Property, such acquisition shall not operate to merge this Res Trust into the Agency's fee interest. (c) If, after expiration of the sixty failed to procure an eligible and qualified buyer a the Owner shall then be free to seek a buyer for price or income category of the purchaser; provid Qualified Household, or (ii) if the resale price excee Section 11 hereof, then the Owner sha the Agency, plus an amount equal to 2 by the Owner exceed the maximum resa (d) The the type and nature cust limited to financing c provided that any the time of convey closing) must be satis shall be u iff shall cl person similar a manner desc (e) cution of escr nt, whichev herein. instruct ded in ection ntingen ions whi ary liens ay the Loan amount b rth in the affordability ided in this Restrictive erty and resells the reement and the Deed of ay period, Age ar its designee has Agency has not exer its option, then roperty wit ut any limita resale weve the purchaser i ot a urn resale price set forth in ding all accrued interest thereon) to 'eh the net sale proceeds received 11. conditions or contingencies of pure scrows (including but not s, and preliminary title report approvals), other than the status of title to the Property at their nature cannot be satisfied prior to lose of escrow. The proceeds of the sale mbrances upon the close of escrow. Escrow e after opening thereof. ner notify any proposed purchaser in writing prior to such struc s, deposit receipt, purchase and sale agreement or earliest, that the title to the Property will be restricted in the (f) ner may require a deposit to open escrow in an amount not to exceed three percent 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 Restrictive 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 Qualified Household that will be paying a purchase price that is in compliance with the terms hereof, the Owner shall notify the Agency's Executive Director in writing of any offer from a F-1-9 P6402-0201 \1309935v4.doe 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) (ii) names and ages. (iii) Proposed purchase price of the Prope d any other consideration for the purchase of the Property. (iv) Verification purchaser is a Fi e e Buyer. (v) Amount of down paym (vi) Terms of any loan ill be used by the purch o finance the purchase of the Unit, including, but not limited t ' cipal, i t rate, term, an fees. Narne and address of the purchaser. Number of persons comprising the purchaser's household and their (vii) Closing date. (viii) MOSi �r to s household. returns of the purchaser �1X� and all other members of t verification of the brobc� current pay stubs calendar years. 's h hol dirig two (2) calendar years, and s sal ges from purchaser's employer or from as well eriod payroll for the preceding two (2) se and sale agreement, escrow the Owner and the purchaser of the that (xi) will be oc by the pu In � deemed to have be certification of the fo Unit including closing documents or any other ,s appropriate to implement this Restrictive Agreement. writt statement signed by the proposed purchaser that the Unit �r of such Unit and used as his or her primary residence. �f providing the foregoing information, these requirements shall be i by delivery to the Agency's Executive Director of a written 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's Executive Director at least I S days prior to the close of escrow for the Property. (h) The Agency's Executive Director 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's Executive Director fails to approve the purchaser within such period of time, then the purchaser shall be deemed approved by the Agency. The Agency's Executive Director may require the purchaser F-1-10 P6402-0201 \ 1309935v4.doc to submit other written documentation reasonably requested by the Agency's Executive Director 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's Executive Director receives all such prospective purchaser information requested by the Agency's Executive Director, the Agency's Executive Director shall determine whether the prospective purchaser is a Qualified 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 Unit as a Qualified Household. (i) If the Agency's Executive Director notifies ner that the sale is authorized and approved, the Owner shall proceed to complete t • e of the Property within seventy-five (75) days of the date of such approval from the xecutive Director. 10. Notification Prior to Mortgage, Encumb or Hvnoth n. If Owner desires to refinance any loan secured by a first trust deed en ring the Unit p t to Section 6(d), or to borrow funds for a new loan to be secured b ior trust deed encum the Unit the proceeds of which are to be used to pay for rep the const ion of impro ts to the Property pursuant to Section 6(e), prior written ap 1 oft my's Executiv 'rector is required. To request approval, at least 30 days prior ation of the intended deed of trust or mortgage, the Owner shall sub • o the Agenc ecutive Director in writing the following information: (a) Name and address (b) T oan, inc term, and loan fees. agreeme appro the informatio propo d the lender. t not d to, principal, interest rate, instructions, loan application, or other ntation of compliance with the conditions for Agency ction 6(e), whichever applies. tten documentation reasonably requested by the Agency to verify The s Executive Director shall have twenty (20) working days, after its receipt of all of such i • rmation to approve or disapprove the proposed refinancing or loan. 11. Restriction on Resale Price. Except as otherwise provided in 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 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: F-1-1 1 P6402-0201 \1309935v4.doc (i) the selling Owner's original purchase price for 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 asid Title Costs; 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 mort e or beneficiary under such deed of trust due to the Owner's default including, but not lim' , trustee's fees, attorney's fees, costs of sale and debt service on the debt secure ch mortgage or deed of trust. (c) the fair market value of the approved by the Agency's Executive Director. 12. Repavment of the Loan. Upon and payable, except as follows: If the resale of the Property is to n� from the date of the seller's acquisitio the new Qualified Household shall be p and after the closing date of the resale ( upon another resale to yet another Qualifie Term hereof, if there hav esales 1 Qualified Household, ncip ance forgiven by the Ag ubject to in ac 13. requesting Non i agr r itself and its on the ' of race, color, any pers 11 such deeds be subject t tantially tl an appraiser of the PYoperty, the be due ,ehold, then (i) all interest accrued the closing date of the resale to �.interest shall then accrue from inter in to be subject to payment e e of the forty-five (45) year n, a household other than a ng and any accrued interest shall be with the provisions of Section 5(b) hereof. 've Director shall have the option of , to implement this Restrictive Agreement. ovenants. By the Owner's acceptance hereof, the Owner ► assigns, to refrain from restricting the transfer of the Unit , re , ancestry, sex, marital status, national origin or age of leases entered into with respect to the Property shall contain or llowing nondiscrimination or nonsegregation clauses: (a I s: "The grantee herein covenants by and for himself or herself, his or her heirs, executo inistrators and assigns, and all persons claiming under or through them, that there shall b no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation F-1-12 P6402-0201 \1309935v4.doc with reference to the selection, location, number, use or occupancy of vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), ( nd (p) of Section 12955 of the California Government Code shall apply to said paragraph." (b) In contracts: "The contracting party or himself or herself and their respective successors and assig discrimination against or segregation of any person or listed in subdivision (a) or (d) of Section 12955 of th bases are defined in Sections 12926, 12926.1, sub (p) of Section 12955, and Section 12955.2 of th transfer, use, occupancy, tenure or enjoyment oft parties, any subcontracting party or parties, or their r permit any such practice or practices o criminatio Notwithstanding the im status, said paragraph shall not be const Section 12955.9 of the Cali said paragraph shall be c the California Civil C and Section 1360 of the California Go a burde shall Age Gove ffect S ousing '1 Code 1 apply to f persons, ornia Govern ereby covenant by and for all be no count of any basis ode, as those n (m) and paragraph fornia Govi ent Code, mises all the contrac f subdivision sale, g party or signs or transferees, establish or ns egation. eding p ph, with respect to familial lder persons, as defined in ect o familial status, nothing in .2, 51. .4, 51.10, 51.11, and 799.5 of enior citizens. Subdivision (d) of Section 51 ubdivisions (n), (o) and (p) of Section 12955 paragraph." be a co nning with the land for the benefit of, and as all remain in effect in perpetuity. Nothing contained herein wner or Successors to rent or lease the Property without the 1 Maintenance he Unit/Prohibition Against Waste. The Owner shall not commit waste upon operty. Ti wner shall not remove or demolish the improvements on the Property. The oughout the Term hereof, keep and maintain the Property and the improvements the • d condition and repair. If the Owner at any time fails to so keep and maintain the Propert ood condition and repair, after 30 days notice from the Agency's Executive Director, 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 Restrictive 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 F-1-13 P6402-0201 \1309935v4.doc (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 not shall be deemed effective upon 3 business days after deposit of sa U.S. Mail, or the date of actual receipt as evidenced by personal or other comparable means. If to Owner: Habitat for Huma P.O. Box 1173 Palm Desert 255 e. If notice is given it tage prepaid, in the wledgment, return receipt If to the Agency: Palm Dese evelop gency 73-510 Fred P Desert, Cali 2260 ecutive Dir 18. Covenants to Run With th Agreement shall be binding on the Owner be for the benefit and in and Alphonso Sanche Judgment, Riversid run with the land in the benefit of the parc described i Rivers]. Rest for in who the land h entities set Restrictive Agy portion of the Pro furnish a copy of this ent Agreeme rposes of prote or and for wh een provided ' Health t sh blished in this Restrictive st of the Owner, and shall ssor signs, the City of Palm Desert, er that certain Stipulation for Entry of o. INDIO 51124; and such covenants shall a burden upon the Property and shall be for a owned by the City of Palm Desert, as , recor. ember 22, 1981 in the Official Records of deemed the beneficiary of the terms and provisions of this venants running with the land, for and in its own rights and sts of the community and other parties, public or private, enefi s Restrictive Agreement and the covenants running with e covenants hereof shall be enforceable by any of the persons or afety Code Section 33334.3(0. The covenants established in this incorporated by reference in all deeds conveying all or any Owner (and each successor in interest, as the case may be) shall ment to any successors in interest and assume all restrictions and Agenc intere ourt Ca y and sha ect 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 Unit, provided that the "transferee" Owner has in writing assumed and agreed to perform the "transferor" Owner's obligations hereunder. F-1-14 P6402-0201 \1309935v4.doc 19. No Sneculative Investment. The Owner acknowledges that the acquisition of the Property by the Owner pursuant to this Restrictive Agreement is not intended as a speculative financial investment. 20. Administration. The Agency may administer the terms hereof or inay, from time to time assign its rights hereunder or designate another entity, person, licensed real estate broker or organization to administer the terms hereof. 2 L Independent and Severable Provisions. If any provisio f this instrument is held by a court of competent jurisdiction to be unenforceable or invalid, olding shall not render unenforceable any other provision hereof, each provision hereof expressly severable and independently enforceable to the fullest extent permitted by 1 22. Further Assurances and Recordations. T �ner cove that upon request of the Agency's Executive Director, the Owner, or its h' ccessors or as will execute, acknowledge and deliver, or cause to be executed, wledged and delive ch further instruments and agreements and do such further s may be cessary, desir r proper to carry out more effectively the purpose of this inst t. At piration of the , the Agency's Executive Director agrees to provide to th nstrument in recordable form that has the effect of confirming the te ' ation of the le housing requirements of this instrument. 23. Captions and Section for convenience only and sh ot b the Owner of any headings used herein are y of its riglits hereunder, or of any breach by herein contained, shall be effective unless •ecutive Director and delivered to the inate the Owner's estate herein or of any erein , or the failure by the Agency to exercise any breach or breaches, shall not constitute a waiver or 'ghts regarding subsequent sales, or of any such covenant or f the Agency in respect of any subsequent breach. t. This instrument constitutes the entire agreement of the parties f may be modified or amended only by a written instrument 26. Attor�A ees. In any action brought to declare the rights granted herein or to enforce or to interpret a y of the terms of this Restrictive Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees in an amount determined by the court. 27. Amendments. Only the Agency, its successors and assigns, and the Owner and its successors and assigns, [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 Restrictive Agreement, or to subject the Property to additional covenants, easements or other restrictions. F-1-15 P6402-0201\1309935v4.doc 28. Successors and Assigns. This Restrictive Agreement shall be binding upon and inure to the benefit of the Agency and the Owner, and their respective successors and assigns. The terms and provisions hereof shall run with the land and shall be a burden upon the land, including the Property Unit, and shall be binding upon the Owner's successors in interest as purchasers of the Property Unit, for the benefit of the Agency. 29. Foreclosure of Su6erior 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 Unit to a bank, savings and loan, or other institutional lender holda deed of trust or mortgage superior to the lien hereof, the provisions hereof shall te and be of no force or effect; provided, however, if the senior lien holder acquires title Unit pursuant to a deed in lieu of foreclosure, then the terms hereof shall terminate only gency has been given written notice of a default under the senior deed of trust an he shall not have cured the default under the senior deed of trust, or diligently ed the cunn he default as determined by the senior lien holder, within 60 days e date the not ent to the Agency's Executive Director. 30. Insurance. Owner shall maintain, the an all-risk Prop y insurance policy insuring the Property in an amount equal to th ement value of the structure on the Property. The policy shall name t ency as loss and shall contain a statement of obligation on behalf of the carrier to n ency of. saterial change, cancellation or termination of coverage at least thirty ( ance o ffective date of such material change, cancellation or termination. Ow e certificate of insurance and loss payee endorsemen Agency ec wi in thirty (30) days of the effective date of this A Owner i ually tr it to Agency a copy of the certificate of insuran loss pa endorse t, signed by an authorized agent of the insurance carrier s al provis of coverage. The copy of the certificate of insurance and loss 11 be tra itted to the Agency's Executive Director as follows: Any Agency's Exec elopment Agency, it's successors or assigns rive 2260 Director nce must be in a form, content, and with companies approved by F-1-16 P6402-0201 \1309935v4.doc IN WITNESS WHEREOF, the parties hereto have executed this Restrictive Agreement as of the day and year first above written. "AGENCY" "O� PALM DESERT REDEVELOPMENT AGENCY, public body, carporate and politic : F-1-17 , Chairman P6402-0201 \l 309935v4.doc State of California County of Riverside On , 20 , before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the 1 the entity upon behalf of which the person(s) acted, executed the i ent. ment the person(s), or I certify under PENALTY OF PERJURY under the laws of t California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature State of California County of Riverside On personally appeared basis of satisfa tory evi instrume autho • the I certify foregoing Signature , a Notary Public, , who proved to me on the se name(s) is/are subscribed to the within me that he/s ey executed the same in his/her/their his/her/their signature(s) on the instrument the person(s), or son(s) acted, executed the instrument. ERJ Y under the laws of the State of California that the correct. al seal. (Seal) F- 1- I 8 P6402-0201 \1309935v4.doc EXHIBIT A LEGAL DESCRIPTION That certain real property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: F- 1-19 P6402-0201 \1309935v4.doc EXHIBIT G Recording Requested By, and When Recorded, Mail To: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division Free Recording Requested Pursuant To Government Code Sectio�3 DEED OF TRUST, ASSIGNMENT OF APN(s): This Deed of Trust, Assignment of Rents , 2011, by HABITAT OF : VALLEY, INC., herein called Trusto e ad California in favor of First American PALM DESERT REDEVELOPMENT called Beneficiary, Witnesseth: TO TRUSTEE IN ". California, describe together with all im owned by Trustor a REEMENT eement is made ttTis day of F THE COACHELLA ox 11738, Palm Desert, �s Trustee, for the benefit of the ,orporate and politic, herein ZANT�!�'�ANSFERS AND ASSIGNS , that property in Riverside County, incorporated herein by this reference, �d all goods and other personal property � "Property"). issues and profits thereof, SUBJECT, HOWEVER, to the given to and conferred upon Beneficiary to collect and �each agreement of Trustor herein contained. 2. Paym the indebtedness evidenced by a 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 Beneiiciary or order. 3. The obligations of the Trustor, and its successors-in-interest to the Property, under that certain Affordable Housing Restriction and Lien Agreement dated , 2011 (the "Restrictive Agreement"), by and between Trustor and Beneficiary, and recorded concurrently herewith. G-1 P6402-0201 \1309935v4.doc ------------------------------Space Above This Line for Recor s -- 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; 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 Pr' serty may be reasonably necessary, the specific enumerations herein not excluding the gene (2) To provide or cause to provide, maintain and d satisfactory to and with loss payable to Beneficiary and any no interests may appear. The amount collected under any e r other ins applied by Beneficiary upon any indebtedness secure y and in such may determine, or at option of Beneficiary the ent ount so collected or be released to Trustor. Such application or relea 11 not cure default hereunder or invalidate any act done purs s such (3) To appear in and defend action or p hereof or the rights or powers of Bene Trustee; a including cost of evidence of title and a in a rea proceeding in which Beneficiary or Trust to foreclose this Deed of T (4) To pay. said Property, inclu charges and liens, superior hereto; all co Bene Tru in suc Beneficia in and defen powers of Ben charge or lien whi exercising any such fees. or Trust d without rele er and to suc Trustee bein action or y or s, d in waive any Beneficiary fire insurance deed holder, as their e policy may be as Beneficiary art thereof may or notice of ng purporting to affect the security ay all costs and expenses, le sum, in any such action or uit brought by Beneficiary s befor quency all taxes and assessments affecting appurt t water stock; when due, all encumbrances, Property ny part thereof, which appear to be prior or his st. any payment or to do any act as herein provided, then bligation so to do and without notice to or demand upon om any obligation hereof, may: (a) make or do the same ent as er may deem necessary to protect the security hereof, thorized to enter upon said Property for such purposes; (b) appear eeding purporting to affect the security hereof or the rights or e; (c) pay, purchase, contest or compromise any encumbrance, dgment of either appears to be prior or superior hereto; and (d) in pay necessary expenses, employ counsel and pay his reasonable (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. G-2 P6402-0201 \1309935v4.doc (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 saine 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 lia ' erefore and without notice, upon written request of Beneficiary and presentation o ed of Trust and said note for endorsement, and without affecting the personal liabilit y for payment of the indebtedness secured hereby, Trustee may: (a) reconvey art of sai erty; (b) consent to the making of any map or plat thereof; (c) join in gra ny easement t ; or (d) join in any extension agreement or any agreement subord� g the lien or charge h (9) That upon written request of Bene s been paid, and upon surrender of this Deed of Trust retention and upon payment of its fees, stee shall re then held hereunder. The recitals in s vevance o conclusive proof of the truthfulness the� as "the person or persons legally entitled reconveyance, Trustee may oy said request to retain them). m all sums have to Trustee for cancellation and , without warranty, the Property atters or facts shall be conveyance may be described a ' suance of such full ;�'ru unless directed in such (10) Tha ditional se 'ty, subj o the rights of superior trust deed holders, as their interests may a , Trusto by gives t d confers upon Beneficiary the right, power and authority, during t ti s collect the rents, issues and profits of said Propet -ving u or the n to any default by Trustor in payment of any indebte reb performance o any agreement hereunder, to collect and retain such , issues an ts as become due and payable. Upon any such default, Ben y may at any with tice, either in person, by agent, or by a receiver to be appoin a court, and ut re to the adequacy of any security for the indebtedness hereby se enter upon take possession of said Property or any part thereof, in his own name sue fo herwise c t such rents, issues and profits, including those past due and unpaid, and ap sa s costs and expenses of operation and collection, including reasonable attorne on any indebtedness secured hereby, and in such order as Beneficiary may dete e. 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, or default by Trustor under the DDA or Restrictive Agreement, 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 G-3 P6402-0201 \ 1309935v4.doc default and election to cause to be sold said Property, which notice Trustee shall cause to be filed for record. 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 ublic announcement at such time and place of sale, and from time to time thereafter may p e such sale by public announcement at the time fixed by the preceding postponement. ee shall deliver to such highest bidder its deed conveying the Property so sold, but w covenant or warranty, express or implied. The recitals in such deed of any matters cts e conclusive proof of the truthfulness thereof. Any person, including Trustor, tee, or Ben ry may purchase the Property at such sale. After deducting all costs, fees and expe Trustee evidence of title in connection with sale, Trustee pply t all sums expended under the terms hereof, not then r allowed by law in effect at the date her all other su remainder, if any, to the person or per entitled (12) Beneficiary, or any succes may from time to time, by i i ent in w Trustee named herein or duly acknowledged said Property is si Trustee or Trustees, its title estate, rights, p Trustor, T recorde hereto, Beneficia whether or n requires, the m includes the plura Bene 3) That this • heirs, legatees, 11 include th ed as Be •neg nder, e office usive pr conveyan ereunder, a of this Trust, ding cost of ceeds of sale t yment of: ccrued interest at the amount secured hereby; and the to. ebtedness secured hereby, cce or or successors to any men uted by the Beneficiary and e recorder of the county or counties where f proper substitution of such successor om the Trustee predecessor, succeed to all ent must contain the name of the original k and page where this Deed of Trust is s of the new Trustee. pplies to, inures to the benefit of, and binds all parties visees, inistrators, executors, successors and assigns. The term ner and holder, including pledges, of the note secured hereby, ciary herein. In this Deed of Trust, whenever the context so includes the feminine and/or neuter, and the singular number (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 G-4 P6402-020111309935v4.doc voluntarily or involuntarily (except as permitted by Beneficiary pursuant to the terms and conditions set forth in the DDA and Restrictive Agreement), 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 DDA and Restrictive Agreement, 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. (16) Notwithstanding anything provided herein to the cc to look solely to the Trustor's interest in the Property encumbered thereon (or the proceeds thereo� for the satisfaction of any reme the collection of a judgment (or other judicial process) requi ' Trustor, except where such judgment results from a claim d misapplication; misappropriation; or wrongful retentio ental i the Beneficiary agrees and improvements Beneficiary, and for �ent of money by the onal misrepresentation; ualty insurance; condemnation proceeds; or other funds attributable t roperty; the co ion of any act of deliberate waste with respect to the Property encu d hereby; or the depo any hazardous or toxic materials on the Property encumbered ; in which ents there sha no such limitation on the Beneficiary's recourse against th tor. (17) Any breach or default u the Restrict eement shall be deemed a breach of this Deed of Trust. (18) This Deed of Trust is also nde d sha stitute both a Security Agreement and a"fixture fil' " as define the m rcial Code, the Trustor being the Debtor and the being t d Pa stor hereby grants Beneficiary a security interest in a res, all go ich are or are to become fixtures on the Land, for the purp securing a debtedn d other obligations of Trustor now or hereafter secured b eed of t. The pro of such collateral are also covered hereby. This Deed of Trust, as ur co in the real estate records covering the real prope • • her stor aut eneficiary to execute, deliver, file and record (as nec i an 'nuation statements covering such property from time to time in such as Benefici ay r to perfect and continue the perfection of Beneficiary's secu ' terest with res to su perty, and to reimburse Beneficiary for any costs incurre ling such fina state nts and any continuation statements. Trustor shall not create or a the creation y other security interest in such property. Upon the occurrence of any defau rustor he der, Beneficiary shall have the rights and remedies of a secured party under the rni mercial Code, as well as all other rights and remedies available at law or in equity or ed herein, all at Beneficiary's option. Trustor and Beneficiary agree that the filing of a fin ng statement in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing this declaration and the hereby stated intention of the parties hereto that everything used in connection with the operation or occupancy of such property or the production of income therefrom is and, at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property encumbered by this Deed of Trust and fixture filing, irrespective of whether (a) any such item is physically attached to the buildings and improvements, (b) serial numbers are used for the better identification of certain equipment, or (c) any such item is referred to or reflected in any such financing statement so filed at any time. Such mention in the financing statement is G-5 P6402-0201\1309935v4.doc declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that notice of Beneficiary's priority of interest must be filed in the Uniform Commercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivisions or entities of the federal government. 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. HABITAT FOR HUMA COACHELLA VALL profit public benefi By: Name: Title: P By Na Title: TY OF THE C., a California non - ration G-6 P6402-0201 \1309935v4.doc State of California County of Riverside ) ) ss. ) On , 201 l, before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatu s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, e d the instrument. I certify under PENALTY OF PERJURY under the the foregoing paragraph is true and correct. WITNESS my hand and official seal. State of California County of Riverside On Notary Public, pe� to me on the basis the within instrum his/her/their a o person(s ,a , who proved -son(s) whose name(s) is/are subscribed to she/they executed the same in ;r/their signature(s) on the instrument the i(s) acted, executed the instrument. PERJURY under the laws of the State of California that the (Seal) G-7 State of California that (Seal P6402-0201 \1309935v4.doc EXHIBIT A LEGAL DESCRIPTION G-8 P6402-0201 \1309935v4.doc EXHIBIT H FORM OF PROMISSORY NOTE SECURED BY DEED OF TRUST PROMISSORY NOTE SECURED BY DEED OF TRUST $20,000.00 FOR VALUE RECEIVED, the undersigned Habitat of H Valley, Inc. ("Maker") hereby promises to pay to the order of Agency, a public body, corporate and politic ("Holder"), at deduction or offset, the sum of TWENTY THOUSAND s($ 20, together with simple interest at the rate of 3% per ann more than as Maker, then the obligations of the Maker shall b and several. This Note is secured by that certain D Agreement of even date herewith executed by Mak Trust"). In addition, this Note is issued ursuant to an a Affordable Housing Restriction and eement < of Humanity of the Coachella Valley, I er (` concurrently with the Deed of Trust secu thi The principal , 2056, or (ii) the in the Deed of Trust Agreement) (the " conditions of any the to forgive a�� lfst sold tc ty Date"); Palm Desert, California February _, 2011 y of the Coachella � Desert Redevelopment California, without 0) (the "Note"), o son is signing this ►ent of Rents curity t of Holder (the ` Deed of of the terms and conditions of aary _, 2011, between Habitat e Agreement") and recorded Note s b n� on the later of (i) February annive f the date o which the Property (as defined ualifie usehold (as defined in the Restrictive vided, ho er, if Maker has not breached the terms and this or the Deed of Trust, then Holder agrees a , turitv Date. er may , wi enalty or premium, any amount of the interest, if any, or pri under this No 'or to ue date hereof. Prepayments shall be credited first against accru erest, if any, an e bala hall be credited to principal. Sho efault be m y the undersigned in the performance of any of the covenants or agreements o aker c ned in the Restrictive Agreement, this Note, or the Deed of Trust, then, at Holder's ' n ms owing hereunder shall, at once, become due and payable. Thereafter, interest crue at the maximum legal rate permitted to be charged by non- exempt lenders under 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 far 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, H-1 P6402-0201\1309935v4.doc 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, ber, mortgage, hypothecate or alienate the real property (the "Property") encum sy the Deed of Trust, or any part thereof, or any interest therein, or shall be divested o e in any manner or way, whether voluntarily or involuntarily, except as expressly p in conformance with the terms and conditions contained in the Deed of Trust estrictive ement, the indebtedness evidenced hereby, irrespective of the m date expresse in, at the option of the Holder, upon demand, shall immediately be due and payable. The terms of this Note shall be binding up context may require, of the respective heirs, success and the Holder. This note may be subject to Sec that the Holder of this Note shall give w prescribed information at lea 60 (sixty) payment is due. If a law whi so that the interest exceeds the permitted amount nec o red already make to t d inure benefit, as th se or and assigns of the undersigned Civil Code, which provides successor in interest, of before any balloon ote and h sets maximum loan charges is interpreted s collectes to be collected in connection with this Note t or loan charge shall be reduced by the erest o ge to the permitted limit; and (b) any sums ermitted limits will be refunded. The Holder may choose to *ncipal owed under this Note or by making a direct payment ipal, the reduction will be treated as a partial prepayment. P6402-0201 \1309935v4.doc H-2 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 coinpetent jurisdiction, the invalidity thereof shall not affect the enforceability of the remaining provisions of this Note. HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California non- profit public benefit corporation R.. H-3 P6402-0201\1309935v4.doc EXHIBIT I FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY Recording Requested By, and When Recorded, Mail To: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division Free Recording Requested Pursuant To Gove APN(s): Space Above This NOTICE OF AFF TRAN Important notice companies, and oth property describ with respect to t "Property") which These re less t of Cali Thi OF PROPE Palm Desert Re t Code Sec 7383 or Recor er's Use- LITY RICTIONS ON OPE ers, pu ers, escrow and title gardi drdable h sing restrictions on the real Restn ns are concurrently being recorded bed beli referred to in this Notice as the n which the Property may be sold. he sales f the Property to an amount which is of the Property. These restrictions limit the income re permitted to purchase the Property pursuant to Section 33334.3(0(1). FORDABILITY RESTRICTIONS ON TRANSFER ice"), is made this day of , 2011, by the ent Agency ("Agency"), whose address is 73-510 Fred Waring Drive, Pal lesert, CA and HABITAT FOR HUMANITY OF COACHELLA VALLEY, INC., a California non-profit, public benefit corporation ("Owner") whose address is , Palm Desert, California, in connection with that certain Affordable Housing Restriction and Lien Agreement, ("Restrictive Agreement") between Owner and the Agency, I-1 P6402-0201 \1309935v4.doc RECITALS A. Owner is the owner of that certain real property described in Exhibit A, in the City of Palm Desert, State of California bearing Assessor's Parcel Number(s) (collectively, the "Property"). B. Owner is constructing a residential dwelling unit on the Property. C. Owner and Agency have entered into the Res 've Agreement which is being recorded substantially concurrently here n the official records of the County Recorder of Riverside County ("Coun der"). D. Capitalized terms used herein but set forth as described in the Restrictive A�re�t TERMS 1. Reauirement for Recorded Noti recorded pursuant to California and 5 2. A�reement. the County Recorder su� Restrictive A�reeme This Not is � 3. Re � conditions thereo , Property to cupa House Affo e Housi as t le and prir term is the 1 date on the : ve the meanings CE �tice is being executed and Section 33334.3(�(3)(B). official records of �ation of the of Aff abilitv rictions. Subject to the terms and Zestr' reem restricts the occupancy of the a old, being a Person, Family or ow Income at is a First-Time Homebuyer, at an st ch terms are defined in the Restrictive Agreement) esi of the Owner (and subsequent owners) for a 45 y rs from the recording of this document, or the : is first sold to a Qualified Household. I-2 P6402-0201 \1309935v4. doc IN WITNESS WHEREOF, this Notice has been executed as of the day and year first above written. "AGENCY" "OWNER: PALM DESERT REDEVELOPMENT AGENCY, public body, corporate and politic By: airman HABITAT F ANITY OF THE COACHEL A INC., a Califo n-profit p benefit corp By. Name. Title: Pr P6402-0201 \1309935v4.doc 1-3 State of California ) ) SS. County of Riverside ) On , 2011 before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to at he/she/they executed the same in his/her/their authorized capacity(ie that by his/her/their signature(s) on the instrument the person(s), or the en ' on behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PER California that the foregoing paragraph is WITNESS my hand and official State of California State of �O I 'e, , a Notary , who proved to me on e to be the person(s) whose name(s) is/are z t and acknowledged to me that he/she/they hei authorized capacity(ies), and that by his/her/their : the person(s), or the entity upon behalf of which the instrument. I certify un�NALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature I-4 P6402-0201\1309935v4.doc EXHIBIT A That certain real Property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: 1-5 P6402-0201 \1309935v4.doc EXHIBIT J PROPERTY DOCUMENTS J-1 P6402-0201 \1309935v4.doc EXHIBIT K FORM OF CERTIFICATE OF COMPLETION RECORDING REQUESTED BY: AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attn: Housing Division [The undersigned declares that this Certificate of Comp] pursuant to California Government Code Section 27383 CERTIFICATE OF This Certificate of Completion is given the following matters: A. The PALM DESERT and politic (the "Agency") and HABI'I'� VALLEY, INC., a California non-profit into a certain Disposition and D "AgreemenY'), which Agr the Developer with a C ate Improvements (as d attached hereto an be in such form as to B compl f the c The A satisfact erforrr NO , R l. As construction of the Ir. ;d in the �rated h it it tai day Recording Fees TION 20_, to ,ENCY, a public body corporate THE COACHELLA a the "Developer") entered as o bruary , 2011 (the �f, that the Agency shall furnish completion of the ement) the real property described in Exhibit A by this r ence (the "Property"), which certificate shall �in th corder's Office of Riverside County; and Completion s be conclusive determination of satisfactory �nprovements required with respect to the Property; and that the construction of the Improvements has been party to this instrument hereby provides as follows: the Agreement, the Agency does hereby certify that the ;nts on the Property has been satisfactorily performed and completed as required by the Agreement. 2. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or deed of trust or any insurer of a mortgage, or deed of trust securing money loaned to finance the improveinents or any part thereof, nor does it constitute evidence of payment of any promissory note or performance of any deed of trust provided by the Developer to the Agency under the Agreement or otherwise. K-1 P6402-0201 \1309935v4.doc IN WITNESS WHEREOF, the Agency has entered into this Certificate of Completion as of the day and year first above written. PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Title: ATTEST: Secretary K-2 P6402-0201 \1309935v4.doc State of California ) ) SS. County of Riverside ) On , 2011 before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity,�on behalf of which the person(s) acted, executed the instrument. J�' I certify under PENALTY OF PERJURY under the the foregoing paragraph is true and correct. WITNESS myhand and official seal.(Seal) K-3 State of California that P6402-0201\1309935v4.doc EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY K-4 P6402-0201 \1309935v4.doc lit Habitat for Humanity P.O. Box 11738 • Palm Desert, CA 92255 • (760) 770-3723 • www.habitatcv.org John M. Wohlmuth City Manager City of Palm Desert 73-510 Fred Waring Drive Palm Desert, Ca. 92260 RE: Request for Lot Donation Dear Mr. Wohlmuth, As you are aware, Habitat for Humanity of the Coachella Valley and the City of Palm Desert have had a long and successful relationship throughout the years. Habitat has built nine homes in your wonderful city thanks to your support and generosity. Our partnership has helped realize the vision of home ownership for families who felt that owning a home was an impossible dream for them. Habitat is thankful to the City of Palm Desert for making their hopes come true. We are once again humbly requesting your support and asking for the donation of 2 vacant lots owned by the Redevelopment Agency. Habitat is prepared to enter into an agreement with the City which will provide for the necessary covenants as required by redevelopment law. In partnership with the College of the Desert, we are prepared to begin construction of at least one of the tots in the first quarter of 2011. We will be happy to appear before the City Council to make this request in person at a public meeting of your choice. Again, thank you most sincerely for your years of support and we look forward to entering into another successful partnership with the City of Palm Desert. Sincerely, Fred Bell Managing Director Habitat for Humanity of the Coachella Valley Cc: Janet Moore, Director of Housing SE P 3 0 2010 PALM DESERT RDA Z�, �� � 7 � r �� , ��.. ,� �{ � �.� x� � �r,11►,;'..:.n.. �"... --- t �;� �.`. � � �F � �'K.. � � � � � � 4� ",d. i �„�� � �[�� �� �� ��� sz �,6 �� � � � , .y} L .. � `� / ;4 � � /� , �.. �, ;� �; ( �...:� � .�� • �' ° %{,�'�,� r h '. l . y"' _ ... �. � ♦ �.".. 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V � €aC�/�nt�� �� � � � �-�iv - � —� � PALM DESERT REDEVELOPMENT AGENCY NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that a public hearing will be held before the Palm Desert Redevelopment Agency (the "Agency") pursuant to Health and Safety Code Sections 33433(c) and 33431 concerning the proposed conveyance of two single-family residential lots owned by the Agency, located on San Benito Circle in the City of Palm Desert, California and described as APN 627-092-050 and APN 627-092-006, by the Agency to Habitat for Humanity of the Coachella Valley, Inc. ("Habitat") for the purpose of constructing two single-family dwellings thereon to be made available for sale to two qualified households of low-income at an affordable housing cost and the approval of a Disposition and Development Agreement between the Agency and Habitat in connection with such conveyance. Said PUBLIC HEARING will be held on Thursday, February 24, 2011, before the Agency at 4:00 p.m. in the Council Chamber in the Palm Desert City Hall, 73-510 Fred Waring Drive, Palm Desert, Califomia, 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 pertaining to the proposed conveyance is available for review in the Agency office at the above address between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday (as of the date first published). 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 Agency at, or prior to, the public hearing. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a Palm Desert City Council or Agency meeting or other services offered by the City of Palm Desert, please contact the City Clerk's Office at (760) 346-0611. Notification at least 48 hours prior to the meeting or time when services are needed will assist the City and Agency staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Signed this day, the 8th day of February, 2011. RA H LLE D. KITA-SSEN, SECRETARY PALM DESERT REDEVELOPMENT AGENCY onenia enel GrallinemiTomntweent Inlerrul Filoolf,ntrant Mt 114,41141 InAlAtIlMen R•olln ATnno7.nnR A97,07.(1,1 Orld w.bs nnnelinn ihtle. Medina /./a1.11 nr11^PA4VO-nrin1111941 7R0rinr Martinez, Gloria From: MoeNer, Char{ene [CMOEL.LER@pafmspri.gannett.com} Sent: Tuesday, February 08, 2011 11:43 AM To: Martinez, Gloria Subject: RE: Legal Notice - Public Hearing 02/24/2011 San Benito Donation to Habitat Ad received ��Zd wi]1 puUlish on date(s) requestec�. Charlene Moeiler � Media Sa1es Legai Notice Representative The Desert Sun Media Group 750 N. Gene Autry Trail, Palm Springs, CA 92262 t 760.778.457$ � f 760.778.4731 IeaalsCc�thedesertsun.com � dqwlec�als tni.thedesertsun.com The Goachella Valley's #1 Source in News & Advertising' �� t� �� na}ci�•.���i.���,ni � t�r t[l��i I�;irrl�i,u�, From: yn�artinez«r;c:ityof�3�ln.i�e���r#,,�rr� [m�iitt�:yr����rtin�z�ti>r_iiyuf�»dt��c�E�sei�t�ar�.� Sent: Tuesday, February 08, 2011 11:39 AM To: tds-legals Ce: rYtiioredo;a�cityaf��ln�ciesc�rt,ar�; €�lc�nr�tc��cityc,t��»tmdese�t.or9; j.gactixales�.�itcityofpalmdesert.o�9 Subject: l.egal Notice - Public Hearing 02%24/2011 San Benito Donatian to Habitat PLEASE PUBLISH THE FOLLOWING: NOTICE OF PUBLIC HEARlNG Cor►cerning the Proposed Canveyance af two single-famity residentia4 tots owned by the Agency, located on San Benito Circle in the City of Patm Desert, Califarnia and described as APN 627-092-050 and APN 627-092- Od6. TW ICE f N THE DESERT SUN Thursday, February 10, 2011 Thursday, February 17, 2011 If you have any questians or require additional information, please give me a call. Thank you, Charlene! ?'Yl, �o�e:a ?'�?a�"-i�,� Records Technician City of Palm Desert 73-51Q Fred Waring Drive Pa{m Desert, Caiifornia 92260 (760) 346-0611 Ext. 354