COMPLETED BOARD ORDER"�|E
S�48
Before the Board of Directors of the Redevelopment
Agency pf the County of Monterey, State of California
Agreement No. A-12025, A-12038, A-12039, A-12040, A-12041
a. Approve a Subsequent Loan Agreement, Operating Agreement,
Promissory Note, Deed of Trust and Security Agreement, and
Declaration of Restrictive Covenants Loan Agreements) with
CHISPA for a $2,300,000 loan for the Sea Garden Apartments;
b. Authorize the Director df the Redevelopment and Housing Office to
make minor revisions to the Loan and Operating Agreements which
do not materially alter them and to execute said documents on behalf
of the Redevelopment Agency and execute future subordination
agreements and other documents in regard to the construction and
permanent financing of the project, as necessary, and consistent with
the terms of the Loan A~reement; and
c. Increase appropriations zn the FY2011-12 budget for Fund 175, Unit
8203 Castroville/Pajaro Housing Set-Aside by $1,800,000
Upon motion of Director Salinas, seconded by Director Calcagno, and carried by those members
present, the Board hereby;
a. Approved a Subsequent Loan Agreement A-12025), Operating Agreement A-12038),
Promissory Note A�12039), Deed of Trust and Security Agreement A-12040), and
Declaration of Restrictive Covenants A-12041) Loan Agreements) with CHISPA for a
$2,300,000 loan for the Sea Garden Apartments; and
b. Authorized the Director of the Redevelopment and Housing Office to make minor
revisions to the Loan and Operating Agreements which do not materially alter them and
to execute said documents on behalf of the Redevelopment Agency and execute future
subordination agreements and other documents in regard to the construction and
penmanent financing of the project, as necessary, and consistent with the terms of the
Loan Agreement.
PASSED AND ADOPTED on this 28"' day of June, 2011, by the following vote, to wit:
AYES: Directors Calcagno, Salinas, and Parker
NOES: None
ABSENT: Directors Armennta and Potter
I, Gail T. Borkowski, Clerk of the Board of Directors of the Redevelopment Agency of the County of Monterey,
State of California, hereby certify that the foregoing is a true copy of an original order of said Board of Directors
duly made and entered in the minutes thereof of Minute Book 75 for the meeting on June 28, 2011.
Dated: July 7, 2011 Gail T. Borkowski, Clerk of the Board of Directors
Revised: July 14, 2011 Redevelopment Agency of the County of Monterey,
State of California
By
Deputy
BIB]
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OF-U012
THE-U012
LOAN-U012
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C.-U012
INCREASE-U012
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IN-U012
THE-U012
FY2011-12-U012
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175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��SUBSEQUENT AGREEMENT
between
REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY
and
COMMUNITY HOUSING IMPROVEMENT SYSTEMS & PLANNING ASSOCIATION,
INC., a California nonprofit public benefit corporation
BIB]
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THE-U012
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C.-U012
INCREASE-U012
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IN-U012
THE-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��TABLE OF CONTENTS
ARTICLE 1:
Section 1.1
Section 1.2
ARTICLE 2:
Section 2.1
ARTICLE 3:
Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
ARTICLE 4:
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Section 4.9
Section 4.10
DEFINITIONS AND EXHIBITS 2
Definitions 2
Exhibits 4
OWNERSHIP OF PROPERTY 5
Developer's Ownership 5
LOAN PROVISIONS 5
Loan Amount and Interest 5
Use of Loan Funds 5
Disbursement of Loan Proceeds 6
Loan
Origination and Monitoring Fees 6
Representations and Warranties of Developer 6
Pledge 8
Source of Funds 8
Subordination 8
Limited Recourse Loan 9
DEVELOPMENT AND USE OF THE PROPERTY 9
Scope, of Development 9
Schematic and Construction Drawings and Related Documents 10
Agency Approval of Plans, Drawings and Related Documents;
Approval of Contractor(s) 10
Cost of Construction 12
Schedule of Performance 12
Indemnification: Bodily Injury and Property Damage Insurance 13
Insurance Requirements 13
Insurance Requirements During Construction 15
Nondiscrimination During Construction; Equal Opportunity 15
Affirmative Action in Employment and Contracting Procedures 16
BIB]
40742-U01
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SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
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AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��Section 4.11
Section 4.12
Section 4.13
Section 4.14
Section 4.15
Section 4.16
Section 4.17
Section 4.18
Section 4.19
Section 4.20
Section 4.21
Section 4.22
Section 4.23
Section 4.24
Section 4.25
Section 4.26
ARTICLE 5:
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7
Local, State, and Federal Laws; Environmental Mitigation
Measures 17
County and Other Governmental Agency Permits 18
Records and Audits 18
Rights of Access 19
Taxes, Assessments, Encumbrances, and Liens 20
Prohibition Against Transfer 20
Security Financing; Rights of Holders 22
No Encumbrances except Mortgages, Deeds of Trust,
Conveyances and Leases-Back or Other Conveyance for
Financing for Development 22
Holder Not Obligated to Construct Improvements 23
Notice of Default to Mortgage, Deed of Trust or Other Security
Interest Holders; Right to Cure 23
Failure of Holder to Complete Improvements 24
Right of Agency to Cure Mortgage; Deed of Trust or Other
Security Interest Default 25
Right of the Agency to Satisfy Other Liens on the Property 25
Certificate of Completion 25
Prevailing Wages In Construction 26
Inspection of Work 27
USE OF THE PROPERTY 27
Use of the Property 27
Obligation to Refrain from Discrimination 28
Form of Nondiscrimination and Nonsegregation Clauses 28
No Intent to Authorize Sale or Conveyance of Property 30
Hazardous Substances 30
Effect and Duration of Covenants 31
Effect of Violation of the Terms and Provisions of This
Agreement 31
ii
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AGREEMENT,-U012
DECLARATION-U012
OF-U012
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CHISPA-U012
A-U012
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LOAN-U012
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SEA-U012
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B.-U012
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OF-U012
THE-U012
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OFFICE-U012
TO-U012
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THE-U012
LOAN-U012
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AGREEMENTS-U012
DO-U012
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ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
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ON-U012
BEHALF-U012
OF-U012
THE-U012
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AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
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OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
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OF-U012
THE-U012
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AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
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OF-U012
THE-U012
LOAN-U012
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C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��ARTICLE 6:
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
ARTICLE 7:
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section 7.8
Section 7.9
Section 7.10
Section 7.11
Section 7.12
Section 7.13
Section 7.14
Section 7.15
Section 7.16
Section 7.17
Section 7.18
Section 7.19
DEFAULT AND TERMINATION 32
Events of Default 32
Remedies 34
Rights and Remedies are Cumulative 35
Termination of Agreement; Repayment of Loans 36
Rights to Plans 3 6
MISCELLANEOUS PROVISIONS 37
Relationship of Parties 37
No Claims 3 7
Amendments 3 8
Indemnification 3 8
Non~Liability of Agency or County Officials, Employees and
Agents 3 8
No Third Party Beneficiaries 38
Conflict of Interest 39
Notices, Demands and Communications 39
Applicable Law 40
Parties Bound 40
Sevelrability 40
Force Maj eure 40
Agency Approval 41
Waivers 41
Title of Parts and Sections 42
Entire Understanding of the Parties 42
Multiple Originals; Counterparts 42
Negotiated Agreement 42
Original Agreement and First Amendment 42
iii
BIB]
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OTHER-U012
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IN-U012
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THE-U012
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OF-U012
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AS-U012
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THE-U012
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OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
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175,-U012
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8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��SUBSEQUENT AGREEMENT
between
REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY
and
COMMUNITY HOUSING IMPROVEMENT SYSTEMS & PLANNING ASSOCIATION,
INC., a California nonprofit public benefit corporation
THIS SUBSEQUENT AGREEMENT Agreement"), is made and entered into as of
2011, by and among the Redevelopment Agency of the County of Monterey
hereinafter, Agency"), and Community Housing Improvement Systems & Planning
Association, Inc., a California nonprofit public benefit corporation hereinafter, Developer"),
with reference to the following facts:
A. The Agency is a public body, corporate and politic, organized and existing
pursuant to the Community Redevelopment Law Health & Safety Code 33000, et seq.). One
of the important and fundamental purposes of the Agency is to assist in the provision of low and
moderate housing opportunities.
B. Developer is a California nonprofit public benefit corporation formed under the
Nonprofit Public Benefit Corporation Law Corporations Code 5110 et seq.) of the State of
California.
C. Developer is acquiring approximately 3.4 acres of a larger 4.8 acre parcel in the
Castroville, located in the Castroville-Pajaro Redevelopment Project Area, located in the County
of Monterey, which will be subdivided prior to Developer's acquisition thereof, and is described
in Exhibit A, attached hereto the Property"). The description of the Property is subject to
minor change, upon recordation of a final map subdividing the larger parcel. Developer will
develop the Property as a 59 unit multifamily apartment complex, 28 units of which will
restricted by the Agency to lbw and very low-income households in accordance with Agency
requirements related to the expenditure of Low and Moderate Income Housing Trust Funds. The
project will be known as Sea,' Garden Apartments.
1
BIB]
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COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
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OF-U012
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OFFICE-U012
TO-U012
MAKE-U012
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REVISIONS-U012
TO-U012
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AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
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ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
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SUBORDINATION-U012
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IN-U012
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THE-U012
CONSTRUCTION-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��D. Agency previously approved an acquisition loan of $1,100,000 the Acquisition
Loan") to Developer to acquire the Property pursuant to the terms of that certain Acquisition
Loan Agreement between Agency and Developer dated as of June 15, 2010 the Original
Agreement").
E. Agency also approved a First Amendment to the Original Agreement dated as of
March 15, 2011 which increased the Loan Amount to $1,800,000 First Amendment").
F. Pursuant to the terms of the Original Agreement and First Amendment, the
Predevelopment Loan is due and payable after 60 months unless a subsequent agreement is
executed by the parties which agreement must contain specific terms enumerated in the Original
Agreement.
F. The parties are entering into this Agreement to a) increase the Loan Amount to
$2,300,000 and b) satisfy the requirements of the Original Agreement and First Amendment for
a subsequent agreement" that provides for a long-term loan and the development of the
Property. This Agreement fulfills the obligations of the Original Agreement and the First
Amendment.
NOW, THEREFORE, the Parties agree as follows:
ARTICLE 1: DEFINITIONS AND EXHIBITS
Section 1.1 Definitions
The following terms have the meanings set forth in this Section 1.1 wherever used in this
Agreement, unless otherwise provided:
a) Agency" shall mean the Redevelopment Agency of the County of
Monterey.
b) Agency Loan Documents" shall mean the documents evidencing the
Loan, and shall include the Promissory Note, the Deed of Trust, the Declaration of Restrictive
Covenants and this Agreement.
c) Agreement" shall mean this Loan Agreement.
2
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
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DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��d) Approved Financing" shall mean all of the financing to be acquired by
the Developer as set forth in the Approved Development Budget and consented to by the Agency
and any additional financing approved by the Agency in writing for the purpose of financing the
Project, in addition to the Agency loans.
e) County" shall mean the County of Monterey, a political subdivision of
the State of California.
f) Default" shall have the meaning set forth in Section 6.1 below.
g) Developer" shall mean Community Housing Improvement Systems &
Planning Association, Inc., a California nonprofit public benefit corporation.
h) Effective Date" shall mean the date that this Agreement is executed by
the Agency.
i) Improvements" shall mean the 59 units of housing and related
infrastructure to be constructed on the Property pursuant to this Agreement.
j) Loan" shall mean the $2,300,000 provided by Agency to Developer for
acquisition and predevelopment expenses related to the Property.
k) Operating Agreement" shall mean the Sea Garden Apartments Operating
Agreement to be entered into between the Agency and Developer concurrently herewith
substantially in the form set forth in Exhibit H.
1) Other Financing" shall mean the award of tax credits, or the receipt or
award of financing from other sources, sufficient to eliminate any gaps in the financing of the
Project otherwise described herein.
m) Property" shall mean the real property consisting of the site as described
in the attached Exhibit A and as shown on Exhibit B.
n) Project" shall mean the development of 59 units, together with
infrastructure and landscaping as described in the Scope of Development, attached as Exhibit C.
3
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��o) Promissory Note" shall mean the promissory note in the principal amount
of $2,300,000 executed concurrently herewith.
p) Residual Receipts" shall mean, with respect to a particular calendar year,
the amount by which the Gross Income from the Project exceeds permitted Operating Expenses
and Annual Fees. Residual Receipts shall be further defined in the Sea Garden Apartments
Operating Agreement, substantially in the form set forth in Exhibit H.
q) Senior Financing" shall mean the loans obtained by Borrower to fund the
construction of the Project to be built on the Property during the construction phase and the
permanent loans which may replace the construction phase loans after the completion and
stabilization of the Project, which are set forth on Exhibit J, attached hereto.
r) Term" shall have the meaning set forth in Section 3.1 below.
Section 1.2 Exhibits
The following exhibits are attached to this Agreement and incorporated into this
Agreement by this reference:
EXHIBIT A: Legal Description of the Property
EXHIBIT B: Map Showing the Location of the Property
EXHIBIT C: Scope of Development
EXHIBIT D: Schedule of Performance
EXHIBIT E: Estimate of Project Costs and Approved Financing Sources
EXHIBIT F: Promissory Note for Loan
EXHIBIT G: Deed of Trust
EXHIBIT H: Operating Agreement
EXHIBIT I Declaration of Restrictive Covenants
4
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U ��EXHIBIT J Senior Financing
ARTICLE 2: OWNERSHIP OF PROPERTY
Section 2.1 Developer's Ownership
Developer is currently in escrow to own the Property, and the funding of the Loan
through this Agreement is designed to assist in the close of that escrow. As set forth below in
Section 3.3, as part of the close of escrow for the acquisition of the Property, certain documents
affecting the Agency's interests will be recorded.
ARTICLE 3: LOAN PROVISIONS
Section 3.1 Loan Amount and Interest
Pursuant to this Agreement, the Agency shall loan to the Developer a total of Two
Million Three Hundred Thousand Dollars $2,300,000). Upon the Effective Date of this
Agreement by the Developer and the Agency, the existing Amended and Restated Promissory
Note shall be replaced by Promissory Note shown as Exhibit F and the terms of the original Loan
shall be converted to the following:
The term of the Loan shall be fifty-five 55) years from the date of the issuance of a
Certificate of Occupancy for the Property but in no event later than December 31, 2068 the
Term"). The Loan shall bear simple interest at the rate of three percent 3%) per annum,
commencing on the date that escrow is closed on permanent financing for the Project. Payment
of principal and any accrued interest on the Loan shall be made on an annual basis beginning on
May 10 of the year following the issuance of Certificate of Occupancy for the property with
residual receipts as set forth in the Operating Agreement. Residual receipts shall mean, with
respect to a particular calendar year, the amount by which the Gross Income from the Project
exceeds permitted Operating Expenses and Annual Fees. Permitted Operating Expenses and
Annual Fees will be further defined in the Sea Garden Apartments Operating Agreement.
Section 3.2 Use of Loan Funds
The Loan funds will be used to assist in the payment of acquisition and development
costs associated with the development contemplated by this Agreement.
5
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U
��Specifically, Developer shall develop in the aggregate on the Property fifty eight 58)
units, twenty eight 28) of which shall be restricted by the Agency and made available to
qualified tenants at income levels not greater than sixty percent 60%) of area median income.
Section 3.3 Disbursement of Loan Proceeds
Loan proceeds will be disbursed in two installments. The first installment of One Million
Eight Hundred Thousand Dollars $1,800,000) will be paid pursuant to the escrow for the
acquisition of the Property by Developer but in no case earlier than September 15, 2011. The
second installment will be paid when funding commitments, including tax credits, sufficient to
fully fund the project, have been awarded and or secured for the Property, but no earlier than
January 15, 2012.
Section 3.4 Loan Origination and Monitoring Fees
In consideration of the Loan, Developer shall pay Agency a loan origination fee of 1 % of
the Loan amount, which shall be paid through the escrow for the acquisition of the Property by
Developer. Annually, commencing on June 30, 2012, and thereafter not later than June 30 of
each succeeding year, Developer shall pay Agency a loan monitoring fee of $4,000. Such fee
shall be separate and in addition to Developer's obligation to repay the Loan in accordance with
the terms of this Agreement and the Promissory Note.
Section 3.5 Representations and Warranties of Developer
As a material inducement to the Agency's entry into this Agreement, Developer hereby
represents and warrants the following to the Agency, as of the date set forth above:
a) Authority/Enforceability: Developer is in compliance with all laws and
regulations applicable to its organization, existence and transaction of business and has all
necessary rights and powers to undertake all actions contemplated by this Agreement.
b) Binding Obligations: Developer is authorized to execute, deliver and
perform its obligations under the Agency's Loan Documents, and such obligations shall be valid
and binding obligations of Developer.
6
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U
��c) Formation and Organizational Documents: Developer has delivered to the
Agency all formation and organizational documents of Developer and all such formation and
organizational documents remain in full force and effect and have not been amended or modified
since they were delivered to the Agency. In the event that formation and/or organizational
documents are amended or modified, Developer shall immediately provide the Agency with
copies of any amendments or modifications of the formation or organizational documents.
d) No Violation: Developer's execution, delivery, and performance under the
Agency Loan Documents do not 1) require any consent or approval not heretofore obtained
under any articles of incorporation, partnership agreement, bylaws, or other document; 2)
violate any governmental requirement applicable to the Property or any other statute, law,
regulation or ordinance or any order or ruling of any court or governmental entity; or 3) conflict
with, or constitute a breach or default or permit the acceleration of obligations under any
agreement, contract, lease, or other document by which the Developer is bound or regulated.
e) Compliance with Laws: Developer has and at all times shall maintain
compliance with all governmental requirements applicable to the Property and all other
applicable statutes, laws, regulations and ordinances necessary for the transaction of its business.
f) Liti at~ion: Except as disclosed to the Agency in writing, there are no
claims, actions, suits, or proceedings pending, or to Developer's knowledge, threatened against
Developer.
g) Financial Condition: All financial statements and information heretofore
delivered to the Agency by Developer including, without limitation, information relating to the
financial condition of Developer, fairly and accurately represent the financial condition of the
subject thereof and have been prepared except as noted therein) in accordance with generally
accepted accounting principles consistently applied. Developer acknowledges and agrees that
the Agency may request and obtain additional information from third parties regarding any of the
above, including, without limitation, credit reports.
h) No Material Adverse Change: There has been no material change in the
financial condition of Developer since the dates of the latest financial statements furnished to the
7
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U
��Agency and, except as otherwise disclosed to the Agency in writing, Developer has not entered
into any material transaction which is not disclosed in such financial statements.
i) Loan Proceeds and Adequacy: The proceeds from the Loan, together with
the other funding identified in the Estimate of Project Costs, attached as Exhibit E, are sufficient
to develop the Property in accordance with the intent, terms and conditions of this Agreement.
j) Accuracy: All reports, documents, instruments, information and forms of
evidence delivered to the Agency concerning the Agency loan or required by the Agency Loan
Documents and this Agreement are accurate, correct and sufficiently complete to give the
Agency true and accurate knowledge of their subject matter, and do not contain any material
misrepresentation or omission.
k) Tax Liability: Developer has filed all required federal, state, county and
municipal tax returns and has paid all taxes and assessments owed and payable, and Developer
has no knowledge of any basis for any additional payment with respect to any such taxes and
assessments.
1) Compliance: Developer is familiar with all governmental requirements
for the development of the Property and will conform to and comply with all governmental
requirements and any plans and specifications agreed to in this Agreement.
Section 3.6 Pledge. Agency, by its execution of this Agreement, pledges Low and
Moderate Income Housing Trust Funds in an amount equal to this Loan in accordance with
Health and Safety Code, Section 33671.5 to secure to the Borrower the funding of the Loan; such
pledge being subordinate to any pledge previously made by Agency to secure repayment of any
existing Agency bonds, or the pledge to secure any bond refunding or defeasing repayment of
any existing Agency bonds, or the pledge of Low and Moderate Income Housing Trust Funds to
satisfy any other prior obligation of the Agency.
Section 3.7 Source of Funds. The Agency represents and warrants to the Developer
that the Loan will not be funded or subsidized, in whole or in part, directly or indirectly, by the
proceeds of any obligation, the interest on which is exempt from tax under Section 103 of the
Internal Revenue Code of 1986, as amended.
8
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U
��Section 3.8 Subordination. The Agency agrees that this Agreement and the other
Loan Documents, including the Deed of Trust and Security Agreement and the Declaration of
Restrictive Covenants, shall be made junior and subordinate to liens given in connection with the
Senior Financing of the Property, provided that a) the Senior Financing does not exceed the
amounts, loan term, and interest rate set forth on Exhibit J, b) the Construction Loan is from a
national or state bank, licensed financial institution, or insurance company. The Executive
Director of the Agency is hereby authorized and directed to execute such subordination
agreements and/or intercreditor agreements or similar agreements as may be requested by the
lender of the Senior Financing to evidence subordination to the Senior Financing, without further
authorization from the Agency.
Section 3.9 Limited Recourse Loan. The Loan is a limited recourse obligation of the
Borrower. Agency's recovery against Borrower shall be limited solely to Agency's security in
the Property, except that Borrower may be personally liable to the Agency for any losses or
damages as a result of the following matters a) fraud or willful misrepresentation or b) any
breach by Borrower of any covenant in the Deed of Trust or this Agreement regarding
Hazardous Materials. The partners, officer, employees, or agents of the Borrower shall not have
any direct or indirect personal liability to the Agency for the payment of the principal of or
interest on the loan or the performance of the covenants of the Borrower under this Agreement
except for fraud or willful misrepresentation.
ARTICLE 4: DEVELOPMENT AND USE OF THE PROPERTY
Section 4.1 Scope of Development
Subject to each and all of the conditions of this Agreement, the Developer shall construct
the Improvements and develop the Project in accordance with the Scope of Development which
is attached hereto as Exhibit C and incorporated herein by this reference, and the Final
Construction Documents approved by the Agency in accordance with this Agreement. For
purposes of this Agreement, the terms construct," develop" construction" or development"
shall mean and refer to the installation and construction of the Improvements as provided in the
Final Construction Documents, including all on- and off-site improvements and utilities
described therein.
9
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��Section 4.2 Schematic and Construction Drawings and Related Documents
As and at the times provided therefore in the Schedule of Performance, the Developer
shall cause to be prepared, and shall submit to the Agency or Agency's designee construction
drawings, in the following stages.
a) Schematic Design Drawings
The Schematic Design Drawings shall clearly define the site development,
floor plans, elevations, landscape features, parking facilities with all spaces indicated, building
sections indicating general construction techniques and major building materials under
consideration. Key interior, exterior, and structural bay dimensions should be established and a
detailed tabulation of floor area by use provided. The Schematic Design Drawings are attached
to the Scope of Development Exhibit Q. The Castroville Citizen Advisory Committee has
reviewed site and design plans and made recommendations to the Agency or the Agency's
designee, as described in Section 4.3. The Agency or its designee will have the final authority
for approval of site and design plans.
b) Construction Drawings
Construction Drawings are to be a continuation of approved Schematic
Design Drawings. They provide all the detailed information necessary to obtain permits
necessary to install and construct the Improvements, including complete building, site and
landscape standards, and specifications.
Section 4.3 Agency Approval of Plans, Drawings and Related Documents; Approval
of Contractor(s)
a) Approval of all plans, drawings and related documents will be promptly
granted by the Agency if they are a logical evolution of and not in conflict with the Scope of
Development and the drawings and plans theretofore approved by the Agency. The primary
responsibility for such review shall be vested in the Agency's Chief Administrative Officer or
designee, which in this instance shall be the Director of the Redevelopment and Housing Office.
The Agency shall approve or disapprove such plans, drawings, and related documents and any
10
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��proposed material changes therein), as well as any change in the general contractor(s), within the
times established in the Schedule of Performance. Such approvals shall not unreasonably be
withheld. Any disapproval shall state in writing the reasons for disapproval and the steps which
must be taken to achieve such approval. The Developer, upon receipt of a written disapproval by
the Agency, shall revise such portions of the plans, drawings or related documents in a manner
that satisfies the reasons for disapproval, consistent with a logical evolution of previously
approved drawings and related documents, and shall resubmit such revised portions to the
Agency as soon as reasonably practicable after receipt of the notice of disapproval. The Agency
shall approve or disapprove such revised portions in the same manner and within the same times
as provided in this Section 4.3 for approval or disapproval of plans, drawings, and related
documents initially submitted to the Agency.
b) If the Developer desires to make any material changes in the Final
Construction Documents after the review and approval by the Agency, Developer shall submit
such proposed changes to the Agency for its review and approval to ensure conformance with the
Scope of Development and previous Agency approvals.
c) Except as provided in this Agreement, the Agency does not undertake,
assume, or have any responsibility or duty to Developer or to any third party to review, inspect,
supervise, pass judgment upon or inform Developer or any third party of any matter in
connection with the Development, whether with respect to the quality, adequacy or suitability of
the plans, any labor, service, equipment or material furnished to the Development, any person
furnishing the same or otherwise. Developer and all third parties shall rely upon its or their own
judgment with respect to such matter, and any review, inspection, supervision, exercise of
judgment or information supplied to the Developer or to any third party by the Agency in
connection with such matter is for the public purpose of providing affordable housing for low
income families in accordance with this Agreement, and neither Developer except for the
purposes set forth in this Agreement) nor any third party is entitled to rely thereon.
d) The Developer agrees to comply with all Federal and State procurement
requirements in the selection of the contractors for the Project, including eligibility to receive
grant funds. The Agency shall have the right to reasonably approve all contractors selected by
11
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��Developer for the Project to ensure compliance with any applicable grant agreement. The
Agency shall not unreasonably withhold, condition or delay its approval of any contractor, and
such contractor, shall be deemed approved unless the Agency provides to the Developer its
written disapproval within ten 10) business days after receipt of a written request for approval.
Any disapproval shall contain the Agency's reasons for disapproval.
e) Developer acknowledges that Agency approval of plans, drawings and
related documents does not supplant the obligation of Developer to obtain all needed permits
from other regulatory bodies.
Section 4.4 Cost of Construction
a) Except as provided in this Agreement, the cost of developing the Property
shall be the responsibility of the Developer.
b) Concurrently with the execution of this Agreement, the Agency and the
Developer have agreed upon a project budget, which is set forth in the Estimate of Project Costs
attached hereto as Exhibit E. From time to time, in the event of changes in the estimated
development costs, the Developer shall submit to the Agency for its review and approval a
modified Estimate of Project Costs. Upon the approval by the Agency or its designee, the
modified Estimate of Project Costs shall replace the Estimate of Project Costs attached as
Exhibit E.
c) The parties hereby acknowledge and agree that any increase in costs above
the amounts set forth in the approved Estimate of Project Costs, or decreases in revenues below
the amounts heretofore projected or assumed by the Developer, which occur subsequent to the
execution of this Agreement, shall be at the sole financial risk of the Developer, unless an
amended Estimate of Project Costs is approved by the Agency, in which case such amended
estimate shall apply.
Section 4.5 Schedule of Performance
a) The Agency and Developer shall perform all of their respective
obligations hereunder within the times specified in the Schedule of Performance which is
12
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��attached hereto as Exhibit D, and incorporated herein by this reference. The Schedule of
Performance is subject to revision from time to time as mutually agreed upon in writing by and
between the Developer and the Agency or its designee.
b) During the period of installation and construction, the Developer shall
submit to the Agency quarterly written progress reports when and as requested by the Agency.
The reports shall be in such form and detail as may reasonably be requested by the Agency and
other financing entities, and such other information as may be mutually agreed upon.
Section 4.6 Indemnification: Bodily Injury and PropertDamage Insurance
a) Developer agrees to, and shall, defend, indemnify and hold the Agency
and the County harmless as provided in Section 7.4 of this Agreement.
b) Developer shall furnish or cause to be furnished to the Agency duplicate
originals or appropriate certificates of bodily injury and property damage insurance policies as
provided in section 4.7 of this Agreement.
Section 4.7 Insurance Requirements
The Developer shall maintain the following insurance coverage throughout the Term:
a) To the extent required by law, Workers' Compensation insurance in
accordance with California Labor Code Section 3700, with a minimum of $1,000,000 per
occurrence for Employer's Liability, covering all persons employed by the Developer in
connection with this Agreement and with respect to whom death, bodily injury, or sickness
insurance claims could be asserted against the Developer or the Agency; and
b) Commercial General Liability insurance with limits not less than
$2,000,000 each occurrence combined single limit for Bodily Injury and Property Damage,
including coverages for Contractual Liability, Personal Injury, Broadform Property Damage,
Products and Completed Operations; and
c) Automobile Liability insurance with limits not less than $1,000,000 each
occurrence combined single limit for Bodily Injury and Property Damage, including coverages
13
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��for owned, non-owned and hired vehicles, as applicable; provided, however, that if the
Developer does not own or lease vehicles for purposes of this Agreement, then no automobile
insurance shall be required.
d) Property and Fire Insurance covering the entire Property, in an amount
sufficient to replace the Improvements.
e) All insurance required by this Agreement shall be with a company
acceptable to the Agency and authorized to transact insurance business in the State of California.
The required insurance shall be provided under an occurrence form, and shall be maintained
continuously so long as any Agency Note relating to this Agreement is outstanding. Should any
of the required insurance be provided under a form of coverage that includes an annual aggregate
limit or provides that claims investigation or legal defense costs be included in such annual
aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified
above.
f) Commercial, General Liability, Property, Fire and Automobile Liability
insurance policies shall be endorsed to name as an Additional Insured the Agency and County,
and their respective officers, agents and employees and shall further provide that such insurance
is primary insurance to any insurance or self-insurance maintained by the County or Agency and
that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the Developer's insurance.
g) Prior to disbursement of any funds pursuant to this Agreement, Developer
shall file certificates of insurance with the Agency showing that Developer has in effect the
insurance required by this Agreement. The Developer shall file a new or amended certificate of
insurance promptly after any change is made in any insurance policy which would alter the
information on the certificate then on file. Acceptance or approval of insurance shall in no way
modify or change the indemnification clause contained in Section 7.4 of this Agreement, which
shall remain in full force and effect.
14
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��h) All policies and bonds shall be endorsed to provide thirty 30) days prior
written notice to the Agency of cancellation, reduction in coverage, or intent not to renew, and
such written notice shall be provided to the address established for notices to the Agency.
i) Developer agrees that during the pendency of the Declaration of
Restrictive Covenants as defined herein) recorded against the Property, Developer and any
successor shall use any insurance proceeds awarded to repair or replace any damage to the
Project, unless otherwise agreed by the Agency.
Section 4.8 Insurance Requirements During Construction
In addition to the insurance coverage required pursuant to Section 4.7 above, during
construction and prior to the issuance of a Certificate of Completion pursuant to Section 4.24
below, the Developer shall maintain coverage of the type now known as builder's completed
value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non-Reporting
Form. Such insurance shall insure against direct physical loss or damage by fire, lightning,
wind, storm, explosion, collapse, underground hazards, flood, vandalism, malicious mischief,
glass breakage and such other causes as are covered by such form of insurance. Such policy
shall include A) an endorsement for broad form property damage, breach of warranty,
demolition costs and debris removal, B) a Replacement Cost Endorsement" in amount not less
than 100% of the then full replacement cost, to be determined at least once annually and subject
to reasonable approval by the Agency, and C) an endorsement to include coverage for budgeted
soft costs including construction loan interest, building permit fees, construction inspection fees,
builder's risk insurance, and property taxes during construction). The replacement cost coverage
shall be for work performed and equipment, supplies and materials furnished to the Property or
any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage
pending incorporation into the work, without deduction for physical depreciation and with a
deductible not exceeding $50,000 per occurrence
Section 4.9 Nondiscrimination During Construction; Equal Opportunity
The Developer, for itself and its successors and assigns agrees that in the installation and
construction of the Improvements on the Property provided for in this Agreement:
15
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��a) The Developer will not unlawfully discriminate, harass or allow
harassment, against any employee or applicant for employment because of race, color, religious
creed, national origin, ancestry, physical disability including HIV and AIDS acquired or
perceived), medical condition including cancer), age, marital status, sex, sexual orientation or
preference, or in retaliation for having filed a discrimination complaint. The Developer will not
unlawfully deny family or medical care leave, or pregnancy disability leave. The Developer will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment without regard to their race, color, religious creed, national origin, ancestry,
physical disability including HIV and AIDS acquired or perceived), medical condition
including cancer), age, marital status, sex, sexual orientation or preference, or in retaliation for
having filed a discrimination complaint. Such action shall include, but not be limited to, the
following: employment, evaluation, upgrading, demotion, or transfer; recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The Developer agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the Agency
setting forth the provisions of this nondiscrimination clause.
b) The Developer will, in all solicitations or advertisements for employees
placed by or on behalf of the Developer, state that all qualified applicants will receive
consideration for employment without regard to race, color, religious creed, national origin,
ancestry, physical disability including HIV and AIDS acquired or perceived), medical
condition including cancer), age, marital status, sex, sexual orientation or preference, or in
retaliation for having filed a discrimination complaint.
c) The Developer will cause the foregoing provisions to be inserted in all
contracts for any work covered by this Agreement so that such provisions will be binding upon
each contractor and subcontractor, provided that the foregoing provisions shall not apply to
contracts or subcontracts for standard commercial supplies or raw materials.
Section 4.10 Affirmative Action in Employment and Contracting Procedures
16
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��This Section 4.10 shall apply only to the extent the Developer purchases construction
services in connection with the development of the Property such as the hiring of contractors or
subcontractors), and shall not apply to the utilization of volunteered services.
a) The Developer and the Agency acknowledge and agree that it is the policy
of the Community Redevelopment Law and the Agency to promote and ensure economic
advancement of economically disadvantaged persons through employment and in the award of
contracts and subcontracts in or of benefit to redevelopment project areas. The Developer shall
employ or select employees, contractors and subcontractors possessing the necessary skill,
expertise, cost level and efficiency for the development of the Property. Within that framework,
the Developer shall use its reasonable best efforts to seek out and award contracts and
subcontracts for development of the Property to contracting firms which are located in or owned
in substantial part by persons residing in the County or which employ low income persons
residing within the County.
b) The Developer shall in all general contracts for the development of the
Property and its contractors shall in all subcontracts thereunder), require that to the greatest
extent reasonably feasible, the labor force in all categories be comprised of residents of the
redevelopment project areas of the County. This paragraph shall require the reasonable best
efforts of the Developer and its contractors but shall not require the hiring of any person unless
such person has the experience and ability, and, where necessary, the appropriate trade union
affiliation, to qualify such person for the job.
c) During installation and construction of the Improvements, the Developer
shall provide to the Agency such information and documentation available to Developer which
the Agency or its designee may reasonably request for purposes of monitoring the Developer's
compliance with this Section 4.10, and will confer with appropriate Agency staff on such efforts.
From time to time, and upon request of the Agency, the Developer shall report in writing on its
efforts to comply with Section 4.10. Developer's failure, despite its diligent good faith
reasonable best efforts, to attain the goals set forth in Section 4.10, shall not constitute a default
of this Agreement.
Section 4.11 Local, State, and Federal Laws; Environmental Mitigation Measures
17
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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OF-U012
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CHISPA-U012
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$2,300,000-U012
LOAN-U012
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GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
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DIRECTOR-U012
OF-U012
THE-U012
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OFFICE-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��The Developer shall carry out the construction of the Project in conformity with all
applicable laws, including, among other things, all applicable federal and state labor standards,
the Americans with Disabilities Act of 1990 42 U.S.C. 12101 et seq.), and any other provisions
required of any other grant or loan agreement with a public entity. The Developer shall be
responsible for complying with all applicable County and State building codes, planning and
zoning requirements, and shall take all necessary steps so that the development of the Property
and the construction, use, operation, and maintenance of the Project thereon in accordance with
the provisions of this Agreement shall be in conformity with applicable zoning and General Plan
requirements, and that all applicable environmental mitigation measures and other requirements,
pursuant to the National Environmental Policy Act NEPA") and the California Environmental
Quality Act CEQA") shall have been complied with. It shall be the responsibility of the
Developer to ensure that any mitigation measures set forth in the Scope of Development are
implemented.
Section 4.12 County and Other Governmental Agency Permits
Before commencement of any work or improvement upon the Property, the Developer
shall secure or shall cause to be secured, any permits which may be required by the County or
any other governmental agency for such construction, development or work. The Agency shall
cooperate with the Developer in securing these permits and certificates. Unless otherwise
provided in this Agreement, the Developer shall pay such fees as may be required in connection
therewith. The Agency shall provide all appropriate assistance to the Developer in securing all
necessary permits and certificates.
Section 4.13 Records and Audits
a) Developer shall maintain one or more separate accounts in an Agency-
approved financial institution, for the purpose of receiving and disbursing income related to the
development and operation of the Property as described in this Agreement. Such funds shall not
be co-mingled with any other project or operation of Developer. The Agency hereby approves
Rabobank Bank and Wells Fargo Bank as Agency-approved financial institutions for purposes of
this Agreement.
18
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
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16749-U05
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DIRECTORS-U07
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THE-U07
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OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
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AGENCY-U012
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OTHER-U012
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IN-U012
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CONSTRUCTION-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��b) Developer shall maintain complete, accurate, and current records
pertaining to this Agreement for a period of at least five 5) years after the issuance of a
Certificate of Completion, and shall permit any duly authorized representative of the Agency to
inspect and copy such records with reasonable notice and during normal business hours. Such
records shall include all invoices, receipts, and other documents related to expenditures from the
Agency loan funds. Records must be kept accurate and current. If any litigation, claim,
negotiation, audit exception, or other action relating to this Agreement is pending at the end of
the record retention time period stated herein, then Developer shall retain such records until such
action is finally resolved.
c) The Agency shall notify the Developer of any records it deems
insufficient. Developer shall have twenty-one 21) calendar days after the receipt of such a
notice to correct any deficiency in the records specified by the Agency in such notice, or if a
period longer than twenty-one 21) days is reasonably necessary, then Developer shall begin to
correct the deficiency within twenty-one 21) days and correct the deficiency as soon as
reasonably possible.
d) The Agency shall have the right to examine, monitor and audit all records,
documents, conditions, and activities of the Developer and its contractors and subcontractors
related to performance of Developer's obligations under this Agreement. Pursuant to
Government Code section 8546.7, the parties to this Agreement shall be subject, at the request of
the Agency, or as part of any audit of the Agency, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of
three years after the termination of this Agreement.
Section 4.14 Rights of Access
Representatives of the Agency shall have the reasonable right of access to the Property
without charges or fees, at normal construction hours during the period of construction for the
purposes of this Agreement, including, but not limited to, the inspection of the work being
performed in installing and constructing the Improvements as provided in this Agreement. The
representatives of the Agency shall be those who are so identified by the Agency's Executive
Director or designee and such representatives shall report to the on-site construction manager
19
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��prior to any such inspections. The Agency hereby indemnifies and holds the Developer harmless
for any injury or damages arising out of any activity of any such representatives performed and
conducted on the Property pursuant to this Section 4.14, to the extent such injury or damage is
caused by the negligence or misconduct of such representatives.
Section 4.15 Taxes, Assessments, Encumbrances, and Liens
The Developer shall pay when due all real property taxes and assessments, if any,
assessed and levied on or against the Property and the Project. Upon failure to so pay, Developer
shall remove, or shall have removed, any levy or attachment made on the Property or the Project,
or shall assure the satisfaction thereof within a reasonable time but in any event prior to a sale
thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting
the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies
available to the Developer in respect thereto.
Section 4.16 Prohibition Against Transfer
a) The qualifications and identity of the Developer are of particular concern
to the Agency. It is because of those qualifications and that identity that the Agency has entered
into this Agreement with the Developer. No voluntary or involuntary successor in interest to
Developer shall acquire any rights or powers under this Agreement except as expressly set forth
herein.
b) The Developer shall not, except as permitted by this Agreement, assign or
attempt to assign this Agreement or any right herein, nor make any total or partial sub-lease, sale,
transfer, conveyance or assignment of the whole or any part of the Property or the Improvements
thereon, without prior written approval of the Agency except for the following which will not
require the consent of the Agency:
1) The transfer of the Property, the Loan and this Agreement to a
limited partnership, the managing general partner of which is Community Housing Improvement
Systems and Planning, Inc., a California nonprofit public benefit corporation Partnership").
2) The admission of an investor limited partner to the Partnership,
20
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��3) A transfer by such investor to an entity in which the investor or an
affiliate thereof is the general partner or managing member,
4) The removal of the general partner by the investor limited partner
for a default under the partnership agreement provided the replacement general partner is an
affiliate of the investor limited partner; and provided further that any transfers of the general
partner interest to a person that is not an affiliate of the limited partner, such unaffiliated
proposed general partner shall be subject to the prior approval of the Agency, not to be
unreasonably withheld.
5) The granting of easements or permits to utilities to facilitate the
development of the Property.
6) The transfer of the limited partner interest to the general partner
after the expiration of the Credit Period as defined in Section 42 of the Internal Revenue Code
of 1986, as amended).
7) The granting of any security interest expressly described in this
Agreement for financing the development of the Property,
8) The leasing of residential units to be constructed on the Property.
Without the express written consent of the Agency, the Developer shall not provide to any lender
or other person a security interest in the Property or the Improvements except with respect to the
financing described in Exhibit E.
The provisions of this Section 4.16 shall not apply to transfers required by law.
c) Any proposed transferee shall have the development experience,
qualifications and financial ability necessary to fulfill the obligations undertaken in this
Agreement by the Developer. Any proposed transferee shall expressly assume all of the
obligations of the Developer under this Agreement and shall agree, in a written agreement with
the Agency, to be subject to all of the conditions and restrictions to which the Developer is
subject pursuant to this Agreement. Developer shall submit to the Agency for review all
instruments and other legal documents proposed to effect any such transfer; and if approved by
21
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��the Agency, such approval shall be indicated to the Developer in writing. The Agency shall not
unreasonably withhold its consent to any proposed transfer.
d) In the absence of specific written agreement by the Agency, no
unauthorized sale, sub-lease, transfer, conveyance or assignment of the Property, the
Improvements, or any part thereof or interest therein, shall be deemed to relieve the Developer or
any other party from any obligations under this Agreement.
Section 4.17 Security Financing; Rights of Holders
The Developer may secure financing for the development of the Property, as
contemplated by this Agreement, in accordance with Sections 4.18 through 4.23, inclusive.
Section 4.18 No Encumbrances except Mortgages, Deeds of Trust, Conveyances and
Leases-Back or Other Conveyance for Financing for Development
a) Notwithstanding Section 4.16, mortgages, deeds of trust, conveyances and
leases-back, or any other form of conveyance required for any reasonable method of financing,
are permitted before the recordation of the Certificate of Completion on the Property, but only
for the purpose of securing loans of funds to be used for financing the construction of the Project
on the Property and any other expenditures necessary and appropriate to develop the Property
under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed
of trust, conveyance and lease-back, or other form of conveyance for financing if the Developer
proposes to enter into the same before the recordation of the Certificate of Completion. The
Developer shall not enter into any such conveyance for financing without the prior written
approval of the Agency, which approval the Agency agrees to give if any such conveyance is
given to a responsible financial or lending institution, public agency or other acceptable person
or entity. Such lender shall be deemed approved unless rejected in writing by the Agency within
fifteen 15) business days after receipt of notice thereof by the Agency. Such lender approved by
the Agency pursuant to this Section 4.18 shall not be bound by any amendment, implementation
or modification to this Agreement subsequent to its approval without such lender giving its prior
written consent.
22
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��b) In any event, the Developer shall promptly notify the Agency of any
mortgage, deed of trust, conveyance and lease-back, or other financing, conveyance,
encumbrance or lien that has been created or attached to the Property or any portion thereof)
prior to completion of the construction of the Improvements thereon whether by voluntary act of
the Developer or otherwise.
c) The words mortgage" and deed of trust" as used herein includes all
other appropriate modes of financing real estate acquisition, construction, and land development.
Section 4.19 Holder Not Obligated to Construct Improvements
The holder of any mortgage, deed of trust or other security interest authorized by this
Agreement shall in no way be obligated by the provisions of this Agreement to construct or
complete the Improvements or to guarantee such construction or completion or to otherwise
perform any other obligation of the Developer under this Agreement. Nothing in this Agreement
shall be deemed or construed to permit, or authorize any such holder to devote the Property to
any uses, or to construct any improvements thereon, other than those uses or improvements
provided for or authorized by this Agreement.
Section 4.20 Notice of Default to Mortgage, Deed of Trust or Other Security Interest
Holders; Right to Cure
Whenever the Agency shall deliver any notice or demand to the Developer with respect
to any breach or default by the Developer in completion of construction of the Improvements, the
Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or
other security interest authorized by this Agreement a copy of such notice or demand. Each such
holder shall insofar as the rights of the Agency are concerned) have the right at its option within
ninety 90) days after the receipt of the notice, to cure or remedy, or commence to cure or
remedy, any such default and to add the cost thereof to the security interest debt and the lien of
its security interest. If such default shall be a default which can only be remedied or cured by
such holder upon obtaining possession, such holder shall seek to obtain possession with diligence
and continuity through a receiver or otherwise, and shall remedy or cure such default within
ninety 90) days after obtaining possession; provided that in the case of a default which cannot
23
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U ��with diligence be remedied or cured, or the remedy or cure of which cannot be commenced
within such ninety- 90) day period, such holder shall have such additional time as reasonably
necessary to remedy or cure such default with diligence and continuity; and provided further that
such holder shall not be required to remedy or cure any non-curable default of the Developer.
Section 4.21 Failure of Holder to Complete Improvements
In any case where, six 6) months after the Agency has delivered to such holder a notice
of default by the Developer in completion of construction of improvements under this
Agreement, the holder of any mortgage, deed of trust or other security interest creating a lien or
encumbrance upon the Property or portion thereof) has not exercised the option to construct, or
if it has exercised the option but has not proceeded diligently with construction including
diligent efforts to obtain possession if necessary), the Agency may purchase the mortgage, deed
of trust or other security interest by payment to the holder of the amount of the unpaid debt, plus
any accrued and unpaid interest and other charges properly payable under the mortgage, deed of
trust or other security interest. If the ownership of the Property or portion thereof) has vested in
the holder, the Agency, if it so desires, may obtain a conveyance from the holder upon payment
to the holder of an amount equal to the sum of the following:
a) The unpaid mortgage, deed of trust or other security interest debt at the
time title became vested in the holder less all appropriate credits, including those resulting from
collection and application of rentals and other income received during foreclosure proceedings).
b) All expenses with respect to foreclosure.
c) The net expense, if any exclusive of general overhead), incurred by the
holder as a direct result of the subsequent ownership or management of the Property or portion
thereof), such as insurance premiums and real estate taxes.
d) The cost of any improvements made by such holder.
e) An amount equivalent to the interest that would have accrued on the
aggregate of such amounts had all such amounts become part of the mortgage or deed of trust
debt and such debt had continued in existence to the date of payment by the Agency.
24
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U ��Section 4.22 Right of Agency to Cure Mortgage; Deed of Trust or Other Security
Interest Default
In the event of a default or breach by the Developer of a mortgage, deed of trust or other
security interest with respect to the Property prior to the issuance of a Certificate of Completion
by the Agency, and the holder has not exercised its option to complete the Development, the
Agency may cure the default prior to completion of any foreclosure. In such event, the Agency
shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the
Agency in curing the default. The Agency shall also be entitled to a lien upon the Property to the
extent of such costs and disbursements. Any such lien shall be subordinate and subject to
mortgages, deeds of trust, or other security instruments executed for the sole purpose of
obtaining funds to purchase and develop the Property as authorized herein.
Section 4.23 Right of the Agency to Satisfy Other Liens on the Propert
y
Prior to the recordation of the Certificate of Completion, and after the Developer has had
a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property, the
Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that
nothing in this Agreement shall require the Developer to pay or make provisions for the payment
of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the
validity or amount thereof, and so long as such delay in payment shall not subject the Property to
forfeiture or sale. The Agency shall notify the Developer if it satisfies any such liens or
encumbrances pursuant to this Section.
Section 4.24 Certificate of Completion
a) Promptly after completion of installation and construction of the
Improvements as required by this Agreement and the Construction Drawings, the Agency shall
furnish the Developer with a Certificate of Completion. If the conditions relating to the
construction of the Improvements have been satisfied, the Agency may issue the Certificate of
Completion whether or not the Developer requests such Certificate, and shall issue a Certificate
of Completion within thirty 30) days after receipt of written request therefor by the Developer.
The Agency shall not unreasonably withhold, condition or delay the issuance of any requested
25
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U ��Certificate of Completion. The Certificate of Completion shall be, and shall so state, conclusive
determination of satisfactory completion of the installation and construction required by this
Agreement.
b) The Certificate of Completion shall be in such form as to permit it to be
recorded in the Recorder's Office of Monterey County.
c) If the Agency refuses or fails to furnish a Certificate of Completion after
written request from the Developer, the Agency shall, within thirty 30) days after receipt of such
written request, provide the Developer with a written statement of the reasons the Agency
refused or failed to furnish a Certificate of Completion. The statement shall also contain the
Agency's opinion of the action the Developer must take to obtain a Certificate of Completion. If
the reason for such refusal is confined to the completion of offsite improvements or the
immediate availability of specific items or materials for landscaping, and/or minor punch list"
items, the Agency will issue its Certificate of Completion upon the posting of a bond by the
Developer with the Agency in an amount representing the cost of the work not yet completed. If
the Agency fails to provide such written statement of reasons within said 30-day period, the
Developer shall be deemed entitled conclusively to the Certificate of Completion, but only if the
Developer's written request for the Certificate of Completion contains the following provisions,
in bold print: PURSUANT TO SECTION 4.24 OF THE LOAN AGREEMENT, THE
DEVELOPER WILL BE DEEMED ENTITLED CONCLUSIVELY TO THE
CERTIFICATE OF COMPLETION IN THE EVENT THE AGENCY FAILS WITHIN 30
DAYS TO PROVIDE A WRITTEN STATEMENT OF REASONS FOR REFUSING TO
ISSUE SUCH CERTIFICATE OF COMPLETION."
d) The Certificate of Completion shall not constitute evidence of compliance
with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any
insurer of a mortgage securing money loaned to finance the improvements, or any part thereof.
The Certificate of Completion is not notice of completion as referred to in Section 3093 of the
California Civil Code.
Section 4.25 Prevailing Wages In Construction
26
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U �� This Agreement has been prepared with the intention that the Agency assistance under
this Agreement and the Loan Documents meets the exceptions set forth in Labor Code Sections
1720(c)(6)(E) to the general requirement that state prevailing wages be paid in connection with
construction work that is paid for in whole or in part out of public funds; provided, however, that
nothing in this Agreement constitutes a representation or warranty by the Agency or Developer
regarding the applicability of the provisions of Labor Code Section 1720 et seq., and Developer
shall comply with any applicable laws related to construction wages. Nothing in this Agreement
shall constitute an independent obligation of Developer to pay prevailing wages pursuant to
Labor Code Section 1720 et seq.
Section 4.26 Inspection of Work
In addition to compliance with normal County procedures concerning the development of
property in the County of Monterey, Developer shall provide notice to the Agency Executive
Director or designee of the readiness for inspection of such portions of the work as may be
completed, such as grading, electrical, plumbing and such other items as are subject to inspection
pursuant to County codes, and the County shall inspect the progress of the work, to assure that
the Development is being constructed in accordance with approved Final Construction
Documents. Developer shall provide a copy to the Agency of each inspection report approved
by appropriate County staff. In addition to the inspections following Developer's notice, the
Agency or its designees shall have the right to inspect the progress of the work at regular
intervals during the course of construction.
ARTICLE 5: USE OF THE PROPERTY
Section 5.1 Use of the Propert
y
a) The Developer covenants and agrees for itself, its successors and assigns
and every successor in interest to the Property or any part thereof, including sub-lessees, that the
Developer, such successors and such assigns shall use the Property for the provision of
residential uses for low- and very-low-income households as described in this Agreement, and in
accordance with the Declaration of Restrictive Covenants recorded against the Property the
Regulatory Agreement").
27
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U ��b) The Developer, for itself and its successors and assigns, hereby covenants
and agrees that the Property shall be managed and maintained in accordance with the
requirements of the Regulatory Agreement.
Section 5.2 Obligation to Refrain from Discrimination
There shall be no discrimination against or segregation of any person, or group of
persons, on account of race, color, religious creed, national origin, ancestry, physical disability
including HIV and AIDS acquired or perceived), medical condition including cancer), age,
marital status, sex, sexual orientation or preference, or retaliation for having filed a
discrimination complaint in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property, or any part thereof, nor shall the Developer itself or any person
claiming under or through it establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the Property.
Section 5.3 Form of Nondiscrimination and Nonsegregation Clauses
The Developer shall refrain from restricting the sale, rental or lease of any housing units
on the Property to any person on the basis of race, color, religious creed, national origin,
ancestry, physical disability including HIV and AIDS acquired or perceived), medical
condition including cancer), age, marital status, sex, sexual orientation or preference, or
retaliation for having filed a discrimination complaint. All such deeds if any), leases or
contracts shall contain or be subject to substantially the following nondiscrimination or
nonsegregation clauses:
1. In deeds: The grantee herein covenants by and for himself/herself,
his/her heirs, executors, administrators and assigns, and all persons claiming under or through
him/her, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, religious creed, national origin, ancestry, physical disability
including HIV and AIDS acquired or perceived), medical condition including cancer), age,
marital status, sex, sexual orientation or preference, or retaliation for having filed a
discrimination complaint. The Developer will take affirmative action to ensure that applicants
28
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U!��are employed, and that employees are treated during employment without regard to their race,
color, religious creed, national origin, ancestry, physical disability including HIV and AIDS
acquired or perceived), medical condition including cancer), age, marital status, sex, sexual
orientation or preference, or retaliation for having filed a discrimination complaint. The
Developer will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color, religious creed,
national origin, ancestry, physical disability including HIV and AIDS acquired or perceived),
medical condition including cancer), age, marital status, sex, sexual orientation or preference, or
retaliation for having filed a discrimination complaint in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee
himself/herself or any person claiming under or through him/her, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall run with the land."
2. In leases: The lessee herein covenants by and for himself/herself, his/her
heirs, executors, administrators and assigns, and all persons claiming under or through him/her,
and this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of
persons, on account of race, color, religious creed, national origin, ancestry, physical disability
including HIV and AIDS acquired or perceived), medical condition including cancer), age,
marital status, sex, sexual orientation or preference, or retaliation for having filed a
discrimination complaint in the leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the land herein leased nor shall the lessee himself/herself, or any person claiming
under or through him/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 land herein leased."
3. In contracts: There shall be no discrimination against or segregation of
any person, or group of persons on account of race, color, religious creed, national origin,
ancestry, physical disability including HIV and AIDS acquired or perceived), medical
29
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U"��condition including cancer), age, marital status, sex, sexual orientation or preference, or
retaliation for having filed a discrimination complaint in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall the transferee himself/herself or any person
claiming under or through him/her, establish or permit any such practice or practices of
discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of
the land."
Section 5.4 No Intent to Authorize Sale or Conveyance of Property
The provisions in this Agreement concerning non-discrimination, including references to
non-discrimination in the sale" of property or in deeds," shall not be interpreted to allow
Developer to sell or convey any interest in the Property except with the express written consent
of the Agency and pursuant to Section 4.16 of this Agreement.
Section 5.5 Hazardous Substances
a) Hazardous Substances, as used in this Agreement, shall include, without
limitation, lead paint, any flammable explosives, radioactive materials, asbestos, polychlorinated
biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants,
hazardous wastes, toxic substances or related materials.
b) Developer agrees that for the Term, Developer shall use the Property in
such manner that:
1) The Property is not in violation of any federal, state or local law,
ordinance or regulation relating to environmental conditions on, under or about the Property,
including but not limited to soil and groundwater conditions;
2) Neither the Developer, nor to the best of Developer's knowledge,
any third party, uses, generates, manufactures, refines, produces, processes, stores or disposes of,
on, under or about the Property, or transports to or from the Property, any Hazardous Substances,
except as such may be consistent with the customary construction, use and operation of property
similar to the infrastructure and improvements to be developed on the Property pursuant to this
Agreement.
30
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U#��3) During the term of this Agreement, and so long as any Agency
Loan remains outstanding, the Developer shall defend, indemnify and hold harmless the Agency,
the County and their officers, agents, employees, contractors, and consultants from any claims,
liability, injury, damages, costs and expenses including, without limiting the generality of the
foregoing, the cost of any required clean-up of Hazardous Substances, and the cost of attorneys'
fees) which may be sustained as the result of the presence or clean-up of Hazardous Substances
on, in or under the Property during the term(s) of the Agency loan, but excluding any such
claims, costs or liabilities arising solely out of the gross negligence or willful misconduct of the
Agency or County.
4) Developer agrees that the use of lead-based paint shall be
prohibited in the installation, construction, remodeling, reconstruction, rehabilitation of the
housing units and any improvements located on the Property.
Section 5.6 Effect and Duration of Covenants
The covenants established in this Agreement and the Regulatory Agreement and any
amendments thereto approved by the Agency and the Developer shall, without regard to
technical classification and designation, be binding for the benefit and in favor of the Agency, its
successors and assigns. The affordability covenants set forth in Section 5.1 of this Agreement
and the Regulatory Agreement shall remain in effect with respect to the housing units for the
longest feasible time but not less than fifty-five 55) years from the date the Certificate of
Occupancy is issued for the Property, or until all Agency loans on the Project have been repaid,
whichever is longer. The covenants against discrimination contained in Sections 5.2 and 5.3 of
this Agreement shall remain in perpetuity. All other covenants contained in this Agreement shall
remain in effect until repayment of the Agency loans made pursuant to this Agreement.
Section 5.7 Effect of Violation of the Terms and Provisions of This Agreement
The Agency is deemed a beneficiary of the terms and provisions of this Agreement and
the covenants herein, both for and in its own right and for the purposes of protecting the interests
of the community and other parties, public or private, for whose benefit this Agreement and the
Covenants have been provided. The Agency shall have the right, if the covenants against
31
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U$��discrimination are breached, to exercise all rights and remedies, and to maintain any actions or
suits at law or in equity or other proper proceedings to enforce the curing of such breaches to
which it or any other beneficiaries of this Agreement and covenants are entitled.
ARTICLE 6: DEFAULT AND TERMINATION
Section 6.1 Events of Default
Each of the following shall constitute a Default" by Developer under this Agreement:
a) Failure to Make Payment: Failure to repay the Loan when due and
pursuant to the Agency Loan Documents, provided that, in case of a failure to make payment on
the Loan, a default shall not exist if cured within ten 10) calendar days.
b) Breach of Covenants: Failure by Developer to duly perform, comply with,
or observe any of the conditions, terms, or covenants of any of the Agency Loan Documents, and
such failure having continued uncured for thirty 30) days after receipt of written notice thereof
by the Developer from the Agency or, if the breach cannot be cured within thirty 30) days, the
Developer shall not be in breach so long as Developer is diligently undertaking to cure such
breach and such breach is cured within ninety 90) days; provided, however, that if a different
period or notice requirement is specified under any other section of this Article 6, the specific
provisions shall control.
c) Default Under Other Agreements: Failure by Developer to duly perform,
comply with, or observe any of the conditions, terms, or covenants of any agreement entered into
between Developer and any other party, which agreement provides financing for, or otherwise
facilitates, the development of the Property, and such failure having continued uncured for thirty
30) days after receipt of written notice thereof by the Developer from the other party or, if the
breach cannot be cured within thirty 30) days, the Developer shall not be in breach so long as
Developer is diligently undertaking to cure such breach and such breach is cured within ninety
90) days; provided, however, that if a different period or notice requirement is specified under
any such agreement, the specific provisions of that agreement shall control.
32
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
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OTHER-U012
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IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U%��d) Insolvency: A court having jurisdiction shall have made or entered any
decree or order i) adjudging Developer to be bankrupt or insolvent, ii) approving as properly
filed a petition seeking reorganization of Developer or seeking any arrangement for Developer
under the bankruptcy law or any other applicable debtor's relief law or statute of the United
States or any state or other jurisdiction, iii) appointing a receiver, trustee, liquidator, or assignee
of Developer in bankruptcy or insolvency or for any of their properties, or iv) directing the
winding up or liquidation of Developer, if any such decree or order described in clauses i) to
iv), inclusive, shall have continued unstayed or undischarged for a period of ninety 90) days; or
Developer shall have admitted in writing its inability to pay its debts as they fall due or shall
have voluntarily submitted to or filed a petition seeking any decree or order of the nature
described in clauses i) to iv), inclusive. The occurrence of any of the events of Default in this
paragraph shall act to accelerate automatically, without the need for any action by the Agency,
the indebtedness evidenced by the Note.
e) Assignment; Attachment: Developer shall have assigned its assets for the
benefit of its creditors or suffered a sequestration or attachment of or execution on any
substantial part of its property, unless the property so assigned, sequestered, attached or executed
upon shall have been returned or released within ninety 90) days after such event or, if sooner,
prior to sale pursuant to such sequestration, attachment, or execution. The occurrence of any of
the events of default in this paragraph shall act to accelerate automatically the indebtedness
evidenced by the Developer's promissory notes to the Agency, without the need for any action
by the Agency.
f) Suspension; Termination: Developer shall have voluntarily suspended its
business or, if Developer is a partnership, the partnership shall have been dissolved or
terminated, other than a technical termination of the partnership for tax purposes.
g) Liens on Property and the Project: There shall be filed any claim of lien
other than liens approved in writing by the Agency) against the Property or any part thereof, or
any interest or right made appurtenant thereto, or the service of any notice to withhold proceeds
of the Loan and the continued maintenance of said claim of lien or notice to withhold for a
33
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U&��period of twenty 20) days without discharge or satisfaction thereof or provision therefor
satisfactory to the Agency.
h) Representation or Warranty Incorrect: Any Developer representation or
warranty contained in this Agreement, or in any application, financial statement, certificate, or
report submitted to the Agency in connection with any of the Agency Loan Documents, proving
to have been incorrect in any material respect when made.
i) Mismanagement of Housing Units: Failure to manage or operate the
Property in a prudent or businesslike manner, subject to Article 11 of the Operating Agreement,
dealing with cure periods.
The Agency agrees to provide notices of any default to Developer's limited
partner when such limited partner is properly identified, and shall accept any cure tendered by
such limited partner on the same basis as if such cure were tendered by the Developer; provided,
however, that failure to provide notice to Developer's limited partner shall not excuse any
defaults of Developer or affect any rights and remedies available to the Agency.
Section 6.2 Remedies
The occurrence of any Default, following the expiration of all applicable notice and cure
periods will, either at the option of the Agency or automatically where so specified, relieve the
Agency of any obligation to make or continue disbursements pursuant to any Agency Loan and
shall give the Agency the right to proceed with any and all remedies set forth in this Agreement
and the various Loan Documents, including but not limited to the following:
a) Acceleration of Note: The Agency shall have the right to cause all
indebtedness of the Developer to the Agency under this Agreement and the Note, together with
any accrued interest thereon, to become immediately due and payable. The Developer waives all
right to presentment, demand, protest or notice of protest or dishonor. The Agency may proceed
to enforce payment of the indebtedness and to exercise any or all rights afforded to the Agency
as a creditor under the law including the Uniform Commercial Code. The Developer shall be
liable to pay the Agency on demand all reasonable expenses, costs and fees including, without
34
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U'��limitation, reasonable attorney's fees and expenses) paid or incurred by the Agency in
connection with the collection of the any loan related to this Agreement.
b) Specific Performance: The Agency shall have the right to mandamus or
other suit, action or proceeding at law or in equity to require Developer to perform its obligations
and covenants under this Agreement, including the various Agency Loan Documents, or to
enjoin acts on things which may be unlawful or in violation of the provisions of this Agreement
or the Agency Loan Documents.
c) Right to Cure at Developer's Expense: The Agency shall have the right
but not the obligation) to cure any monetary default by Developer under a loan other than the
Loan. The Developer agrees to reimburse the Agency for any funds advanced by the Agency to
cure a monetary default by Developer upon demand therefor, together with interest thereon at the
lesser of the maximum rate permitted by law or ten percent 10%) per annum from the date of
expenditure until the date of reimbursement. The Agency shall also have the right but not the
obligation) to cure any default in the performance of Developer's obligation to construct the
Project, and Developer agrees to reimburse the Agency for any funds advanced by the Agency to
cure such default by Developer upon demand therefor.
d) Replacement of Housing Management: In accordance with Article 11 of
the Operating Agreement, the Agency shall have the right but not the obligation) to require that
the Developer replace the Housing Manager.
Section 6.3 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different time, of any other right or remedy for the same default or any other default by the other
party.
35
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U(��Section 6.4 Termination of Agreement; Repayment of Loans
Prior to the issuance of a Certificate of Completion, this Agreement may be terminated
for the following reasons:
a) In the event of condemnation, seizure or appropriation of all or the
substantial part of the Property, either Developer or the Agency may at any time thereafter
terminate this Agreement except for Developer's indemnification obligations under Section
7.4), by notice to the other party. Not later than thirty 30) days after the later of i) such a
termination, or ii) Developer's receipt of any compensation to which it is entitled in connection
with condemnation, seizure or appropriation, Developer shall repay the Loan. Developer shall
be entitled to credit against the amount of payment otherwise due, the amount of any
compensation received by the Agency in connection with the condemnation, seizure or
appropriation.
b) The Agency, at its option, may terminate this Agreement in the event of
the following:
1) if the Developer assigns or attempts to assign this Agreement, or
any rights therein, or makes any total or partial sale, transfer, conveyance or assignment of the
whole or any part of the Property or the development, except as permitted by this Agreement;
2) if the Developer is in default of any provision of this Agreement,
and such default is not cured within thirty 30) days after the date of written demand therefor by
the Agency or, if such default cannot reasonably be cured within 30 days, within longer period as
necessary to cure such default provided the Developer is diligently pursuing such cure.
Termination under this Section 6.4 shall not affect Developer's or the Agency's rights or
obligations in connection with any default existing under this Agreement at the time of
termination.
Section 6.5 Rights to Plans
The Developer hereby agrees that if the Agency becomes the owner of the Property by
foreclosure or deed in lieu of foreclosure, Developer shall assign to the Agency the rights to all
36
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U)��plans and drawings prepared by or on behalf of the Developer with respect to the Improvements;
the Architect's contract and all rights to use said plans.
ARTICLE 7: MISCELLANEOUS PROVISIONS
Section 7.1 Relationship of Parties
Nothing contained in this Agreement shall be interpreted or understood by any of the
Parties, or by any third persons, as creating the relationship of employer and employee, principal
and agent, limited or general partnership, or joint venture between the Agency, and the
Developer or its agents, employees or contractors, and the Developer shall at all times be deemed
an independent contractor and shall be wholly responsible for the manner in which it or its
agents, or both, perform the services required of it by the terms of this Agreement. The
Developer has and retains the right to exercise full control of employment, direction,
compensation, and discharge of all persons assisting in the performance of services under the
Agreement. The Developer shall be solely responsible for all matters relating to payment of its
respective employees, including but not limited to compliance with Social Security, State
Disability Insurance, Payroll Taxes, Workers' Compensation Insurance, Employee Benefits, and
any applicable withholding or contribution, and any and all other laws and regulations governing
employment matters. Developer shall be solely liable for and obligated to pay directly all
applicable taxes, including but not limited to Federal and State Income Taxes and Social
Security, and in connection therewith Developer shall indemnify and hold harmless the Agency
from any and all liability which may arise due to Developer's failure to pay such taxes.
Section 7.2 No Claims
Nothing contained in this Agreement shall create or justify any claim against the Agency
by any person that the Developer may have employed or with whom the Developer may have
contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the
performance of any work or services with respect to the development or operation of the Project
on the Property.
37
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U*��Section 7.3 Amendments
No alteration or variation of the terms of this Agreement shall be valid unless made in
writing by the Parties.
Section 7.4 Indemnification
The Developer shall indemnify, defend and hold harmless the Agency, the County, and
their respective officers, agents and employees, from and against: a) any and all claims,
liabilities and losses whatsoever together with any expenses related thereto, including but not
limited to, damages, court costs and attorneys fees) occurring to or resulting from any and all
persons, firms or corporations furnishing or supplying work, services, materials, or supplies in
connection with the performance of this Agreement, and b) any and all claims, liabilities and
losses occurring or resulting to any person, firm, or corporation for damage, injury, or death
arising out of or connected with the Developer's performance of this Agreement, including but
not limited to any such claims, liabilities or losses which occur on or adjacent to the Property and
c) such claims, liabilities, or losses which arise out of the construction and operation of the
Project. Developer's performance" includes Developer's action or inaction and the action or
inaction of Developer's officers, employees, agents, contractors, and subcontractors. This
indemnification and hold harmless obligation shall not extend to any claim arising solely out of
the gross negligence or willful misconduct of the Agency, the County, their respective agents,
and their respective employees. The provisions of this Section 7.4 shall survive the expiration of
the Term or other termination of this Agreement.
Section 7.5 Non-Liability of Agency or County Officials, Employees and Agents
No member, official, employee or agent of the Agency or of the County shall be
personally liable to the Developer in the event of any default or breach by the Agency or for any
amount which may become due to the Developer or its successor or on any obligation under the
terms of this Agreement.
Section 7.6 No Third Party Beneficiaries
There shall be no third party beneficiaries to this Agreement.
38
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U+��Section 7.7 Conflict of Interest
a) Except for approved eligible administrative or personnel costs, no person
described in Section 7.7(b) below who exercises or has exercised any functions or
responsibilities with respect to the activities funded pursuant to this Agreement or who is in a
position to participate in a decision-making process or gain inside information with regard to
such activities, may obtain a personal or financial interest or benefit from the activity, or have an
interest in any contract, subcontract or agreement with respect thereto, or the proceeds
thereunder, either for themselves or those with whom they have family or business ties, during,
or at any time after, such person's tenure. The Developer shall exercise due diligence to ensure
that the prohibition in this Section 7.7(a) is followed.
b) The conflict of interest provisions of Section 7.7(a) above apply to any
person who is an employee, agent, consultant, officer of the Agency or County, or any
immediate family member of such person, or any elected or appointed official of the Agency or
of the County, or any person related within the third 3rd) degree of such person.
Section 7.8 Notices, Demands and Communications
Formal notices, demands, and communications between the parties shall be sufficiently
given if and shall not be deemed given unless dispatched by registered or certified mail, postage
prepaid, return receipt requested, or delivered by express delivery service, return receipt
requested, or delivered personally, to the principal office of the parties as follows:
Agency: Redevelopment Agency of the County of Monterey
168 W. Alisal Street, Third Floor
Salinas, CA 93901
Attention: Jim Cook, Director, Redevelopment and Housing Office
Developer: Community Housing Improvement System & Planning Association, Inc.
295 Main Street, Suite 100
Salinas, CA 93901
Attention: Executive Director
39
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U,��With a copy to Developer's limited partner, whose address will be
provided to the Agency and be on file with the Agency.
Such written notices, demands and communications may be sent in the same manner to such
other addresses as the affected Party may from time to time designate by mail as provided in this
Section 7.8. Receipt shall be deemed to have occurred on the date shown on a written receipt as
the date of delivery or refusal of delivery or attempted delivery if undeliverable).
Section 7.9 Applicable Law
This Agreement shall be governed by California law.
Section 7.10 Parties Bound
Except as otherwise limited herein, the provisions of this Agreement shall be binding
upon and inure to the benefit of the parties and their heirs, executors, administrators, legal
representatives, successors, and assigns.
Section 7.11 Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the provisions shall continue in full force and effect
unless the rights and obligations of the parties have been materially altered or abridged by such
invalidation, voiding or unenforceability.
Section 7.12 Force Majeure
In addition to specific provisions of this Agreement, performance by either party shall not
be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-
outs; riots; floods; earthquakes; fires; quarantine restrictions; freight embargoes; lack of
transportation; or court order; or any other similar causes other than lack of funds of the
Developer or the Developer's inability to finance the Project) beyond the control or without the
fault of the party claiming an extension of time to perform. An extension of time for any cause
will be deemed granted if notice by the party claiming such extension is sent to the other within
ten 10) days from the commencement of the cause and such extension of time is not rejected in
40
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U-��writing by the other Party within ten 10) days of receipt of the notice. In no event shall the
Agency be required to agree to cumulative delays in excess of one hundred eighty 180) days.
Section 7.13 Agency Approval
Whenever this Agreement calls for Agency approval, consent, or waiver, the written
approval, consent, or waiver of the Director of the Redevelopment and Housing Office shall
constitute the approval, consent, or waiver of the Agency, without further authorization required
from the Agency Board of Directors, provided that it is determined that the overall feasibility of
the objectives of this Agreement is not in jeopardy, no additional funds are required from the
Agency, and no material term of this Agreement is altered. The Agency hereby authorizes the
Director of the Redevelopment and Housing Office to deliver such approvals or consents as are
required by this Agreement, or to waive requirements under this Agreement, on behalf of the
Agency upon the terms specified above. Any consents or approvals required under this
Agreement shall not be unreasonably withheld or made, except where it is specifically provided
that a sole discretion standard applies. The Agency agrees to give reasonable consideration to
requests by Developer for extensions of any time deadlines imposed under this Agreement,
provided that it is determined that the overall feasibility of the objectives of this Agreement is
not in jeopardy. The Agency shall not unreasonably delay in reviewing and approving or
disapproving any proposal by Developer made in connection with this Agreement.
Notwithstanding this delegation, approval of the Agency Board of Directors is required to amend
this Agreement, and this Section 7.13 shall not preclude the Director of the Redevelopment and
Housing Office, in his or her sole discretion, from seeking approval from the Agency Board of
Directors for any matter under this Agreement.
Section 7.14 Waivers
Any waiver by the Agency of any obligation or condition in this Agreement must be in
writing. No waiver will be implied from any delay or failure by the Agency to take action on
any breach or default of the Developer or to pursue any remedy allowed under this Agreement or
applicable law. Any extension of time granted to the Developer to perform any obligation under
this Agreement shall not operate as a waiver or release from any of its obligations under this
Agreement. Consent by the Agency to any act or omission by the Developer shall not be
41
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U.��construed to be a consent to any other or subsequent act or omission or to waive the requirement
for the Agency's written consent to future waivers.
Section 7.15 Title of Parts and Sections
Any titles of the sections or subsections of this Agreement are inserted for convenience of
reference only and shall be disregarded in interpreting any part of the Agreement's provisions.
Section 7.16 Entire Understanding of the Parties
This Agreement, together with all Exhibits, constitutes the entire understanding and
agreement of the parties with respect to the development of the Project and the Loan.
Section 7.17 Multiple Originals; Counterparts
This Agreement may be executed in multiple originals, each of which is deemed to be an
original, and may be signed in counterparts.
Section 7.18 Negotiated Agreement
This Agreement has been arrived at through negotiation and neither party is to be deemed
the party which prepared this Agreement within the meaning of California Civil Code Section
1654.
Section 7.19 Original Agreement and First Amendment
From and after the Effective Date of this Agreement, the terms of the Original Agreement
and First Amendment other than Developer's obligations to indemnify the Agency as set forth
in Section 6.4 of the Original Agreement) shall be superseded by this Agreement, the Original
Agreement and First Amendment will be of no further force and effect.
42
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U/��WHEREAS, this Agreement has been entered into by the undersigned as of the date first
above written.
Agency:
REDEVELOPMENT AGENCY OF THE COUNTY OF
MONTEREY, a public body, corporate and politic
By:
Its:
Approved as to form: Dated:
By:
Deputy County Counsel
Dated:
Developer:
COMMUNITY HOUSING IMPROVEMENT SYSTEM
& PLANNING ASSOCIATION, INC., a California
nonprofit public,benefit Xorporation
43
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40742-U01
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CONSISTENT-U012
THE-U012
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THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
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LOAN AGREEMENTST��"�|E
U0��Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
LEGAL DESCRIPTION
EXHIBIT A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA, COUNTY OF
MONTEREY, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL I:
Lot 3, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL I(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 3, Block II as
apportioned to said Lot 3 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL II:
That portion of Lot 6, in Block XXXII, as said Lot and Block are shown and designated on that certain Map
entitled, Map of the Town of Castroville", filed September 2, 1887 in Volume 1 of Cities and Towns at Page 55,
Records of Monterey County, California, described as follows:
Beginning in the Southeasterly line of said Lot 6 at the most Easterly corner of that certain parcel of land
described in the Deed to Luz Arroyo, recorded September 14, 1954 in Volume 1552 of Official Records at Page
126, Records of said County; thence from said point of beginning along said Southeasterly lot line:
1) N. 42� 54' E., 50 feet; thence leave said lot line and running
2) N. 47� 03-1/2' W., 100 feet, more or less, to a point in the Northwesterly boundary of said Lot 6; thence
along las mentioned boundary
3) S. 42� 54' W., 50 feet to the most Northerly corner of said parcel of land: thence leave last mentioned
boundary and running along the Northeasterly boundary of said parcel of land
4) S. 47� 03-1/2' E., 100 feet, more or less, to the point of beginning.
PARCEL III:
Lots 4 and 5, in Block II, as shown on the map entitled, Map of the Town of Castroville, Monterey County,
the property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns",
at Page 55, Monterey County Records.
Together with that portion of the Southwesterly one-half of Davis Street, title to which would pass by a
conveyance describing said lot.
PARCEL III(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 4, Block XXXII as
apportioned to said Lot 4 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL IV:
That certain 3.024 acre parcel of land shown and so designated of that certain Record of Survey" map filed
for record January 30, 1958 in Volume X-1 of Surveys at page 159, records of Monterey County.
2
CLTA Preliminary Report Form Modified 11/17/06)
BIB]
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THE-U012
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175,-U012
UNIT-U012
8203-U012
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HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U1��EXHIBIT A" continued) Title No. 09-52109705-I-JF
Locate No. CACTI 7727-7727-4521-0052109705
Excepting therefrom all that property described in Grant Deed executed by Frank Aberin, a single man, to
Pedro Muna, et ux, recorded January 26, 1970 in Reel 637 of Official Records of Monterey County, California,
at page 127.
More particularly described as follows:
Beginning at the northwesterly terminus of Course 1) of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County and running,
1) S. 42� 54' 00" W., 25.00 feet; thence running along the northeasterly right-of-way of Davis Street
2) N. 47� 03' 30" W., 183.08 feet to the southeasterly corner of Tract No. 1264, Chapin Affordable Housing
Project, as said subdivision is shown and recorded in Volume 19 of Cities and Towns at Page 18, records of
Monterey County, California thence leaving said northeasterly right-of-way of Davis Street and running along
said southeasterly boundary of said subdivision
3) N 42� 54' 00" E., 364.27 feet; thence leaving said southeasterly boundary of said subdivision
4) S. 47� 03' 30" E., 183.08 feet to the northeasterly boundary of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County; thence running along the common boundary
between Parcel 1" and Parcel 2" as said parcels are described in the above referenced document.
5) S. 42� 54' 00" W., 339.27 feet to the Point of Beginning.
Said property is described as Parcel 2" in that certain Restatement of Legal Description" recorded November
24, 2009, Instrument No. 2009075662, Official Records, Monterey County.
PARCEL IV(A):
An easement for drainage and the construction and maintenance of slopes, 25 feet in width, lying immediately
adjacent to and southeasterly of the following described line:
Beginning at the most southerly corner of that certain 3.024 acre parcel, as said parcel is shown on that
certain map entitled, Record of Survey of a Portion of Block XL, etc.", recorded in Volume X-1 of Surveys at
Page 159, records of Monterey County, California, and running thence N 42� 54' E., 25.00 feet to the True
point of beginning; thence
1) N 42� 54' E., 337.83 feet to a 1-1/2" iron pipe.
PARCEL V:
A portion of Lot 6, in Block II, as shown on the map entitled, Town of Castroville," filed September 2, 1887
in the Office of the County Recorder of the County of Monterey, State of California, in Volume 1 of Maps, Cities
and Towns, at Page 55, more particularly described as follows:
BEGINNING at the most Southerly corner of said Lot 6 and running thence along the Southeasterly boundary
of said Lot in a Northeasterly direction, a distance of 50 feet; thence leave said Southeasterly boundary in a
Northwesterly direction, parallel to the Southwesterly boundary of said Lot, a distance of 100 feet to a point on
the Northwesterly boundary of said Lot 6; thence along said Northwesterly boundary in a Southwesterly
direction, a distance of 50 feet to the most Westerly corner of said Lot 6; thence along the Southwesterly
boundary of said Lot in a Southeasterly direction, a distance of 100 feet to the point of beginning.
PARCEL VI:
Lot 1, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL VII:
3
CLTA Preliminary Report Form Modified 11/17/06)
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LOAN AGREEMENTST��"�|E
U2��EXHIBIT A" continued) Title No. 09-52109705-I-IF
Locate No. CAC117727-7727-4521-0052109705
A portion of Rancho Bolsa Nueva Y Moro Cojo, being a part of that certain tract of land conveyed to Charles
Rizzo, et ux, by Deed dated September 3, 1948, recorded in Book 1087 of Official Records at Page 413,
Monterey County Records, said part being more particularly described as follows:
Beginning at the intersection of the center line of Davis Street, 50 feet wide, with the center line of Preston
Street, 66 feet wide, as said streeets are shown on the Map of the Town of Castroville, filed March 26, 1869 in
Map Book One, Cities and Towns, at Page 54 therein, Monterey County Records; thence from said place of
beginning along said center line of Preston Street between Block XI and XXXD(, as said Blocks are shown on
said filed map
1. N. 42� 27' E., 364.0 feet; thence leaving last mentioned center line
2. N. 47� 28' W., 151.0 feet, at 33.0 feet interesect the Southeasterly boundary of said Block XI, 151.0 feet to
a point; thence
3. S. 42� 27W., 364.0 feet at 161.46 feet a 3/4" diameter iron pipe, at 339.0 feet a 3/4" diameter iron pipe
standing in said Southwesterly line of said Block XI, 364.0 feet to a point in said center line of Davis Street,
thence along las mentioned center line
4. S. 47� 28' E., 151.0 feet to the place of beginning.
Excepting therefrom that portion of said land lying within Davis Street and Preston Street as the same existed
September 3, 1948.
Together with that portion of the Northeastly one-half of Davis Street, title to which would pass by a
conveyance describing said property.
PARCEL VII(A):
The westerly half of Preston Street, lying Northerly of Davis Street as disclosed by Resolution No. 85-285,
recorded May 28, 1985 in Reel 1842 of Official Records, at Page 708.
PARCEL VIII:
That certain Remainder Parcel" as shown and so designated on the map entitled Tract No. 1256 Chapin
Affordable Housing Project", recorded March 19, 1996 in Volume 19, Cities and Towns", Page 18, Official
Records, Monterey County.
APN: 030-041-008 Parcel I, IA), 030-041-003 Parcel II), 030-041-001 Parcel III, IIIA), 030-041-004 Parcel
V), 030-041-005 Parcel VI), 030-011-009 Parcel IV), 030-011-011(Parcel VII), 030-054-014 Parcel VIII)
4
CLTA Preliminary Report Form Modified 11/17/06)
BIB]
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LEGEND
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APN: 030-041-00003, 001, 004, 005,
030-011-009.%11. 030-064-014
TRACT No.
AXTELL STREET PROPERTIES
IN THE COUNTY OF MONTEREY)
A LOT CONSOLIDATION AND RE-SUBDIVISION OF
THOBE CERTAIN PARCELS OF LAND DESCRIBED IN REEL
3226 OR PG 223, REEL 3498 OR PC 666, REEL 3387 OR PG 1399
REEL 3644 OR PO 1623, DOG. No 2006104266. 200607666E
AND BROWN AS REMAINDER PARCEL-VOL 19 CAT PG. IS
BLOCKS 10001 AND XL PER MAP OF THE TOWN OF
CASTROVILLE', FILED IN VOL 1 OF CITIES AND TOWNS, AT PG. 64
RECORDS OF THE COUNTY OF MONTEREY. CALIFORNIA
APOL 1011 BCJI.1 1' 40� Job No. la
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OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
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AGREEMENT,-U012
DECLARATION-U012
OF-U012
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LOAN-U012
AGREEMENTS)-U012
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A-U012
$2,300,000-U012
LOAN-U012
THE-U012
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B.-U012
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APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
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SET-ASIDE-U012
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$1,800,000.-U012
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LOAN AGREEMENTST��"�|E
U4��Nora
APN: 030-041-008 003. 001, 004 006.
03D-011-009. d11. 030-064-0)4
TRACT No.
AXTELL STREET PROPERTIES
IN THE COUNTY OF MONTEREY)
A LOT CONSOLIDATION AND RE-SUBDIVISION OF
THOSE CERTAIN PARCELS OF LAND DESCRIBED IN REEL
3225 OR PG 223. REEL 3498 OR PG 666. REEL 3367 OR PG 1399
REEL 3644 OR PG 1523. DOC. Noe. 2006104288. 2009076682
AND SHOWN AS REMAINDER PARCEL'-VOL. 19 C4lT PG. 18
BLOCKS 1DOm AND XL PER MAP OF THE TOWN OF
CASTROVU.I.E'. FILED IN VOL I OF CITIES AND TOWNS. AT PG. 64
RECORDS OF THE COUNTY OF MONTEREY. CALIFORNIA
Pm 8011 JOB N,. 1B
I.v80.t Eepnw, Im. BWO... CA. SHEEP 8 OF 8
BIB]
40742-U01
LOAN-U02
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LI21329-U03
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6/20/2011-U011
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NOTE,-U012
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LOAN-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
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ON-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
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REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U5��OWNERS' STATEMENT NOTARY STATEMENT OWNERS COUNTY SURVEYQR'S STATEMENT
NOTARY STATEMENT OWNERS
STATE OF CALIFORNIA SS
COUNTY OF MONTEREY
STATE OF CALIFORNIA SS
COUNTY OF MONTEREY
SURVEYOR'S STATEMENT
STATEM@NT OF APPROVAL RY
SECRETARY OF MONTEREY COUNTY
PLANNING OMMISSION
CLERK OF THE BOARD
OF SIWERVIRORR STATEMENT
COUNTY RECORDER'S STATEMENT
APN: 030-041-008, 003, 001. 004. 006.
090-011-009, 011, 030-064-014
TRACT No.
AXTELL STREET PROPERTIES
IN THE COUNTY OF MONTEREY)
A LOT CONSOLD)ATION AND RE-SUBDIVISION OF
THOSE CERTAIN PARCELS OF LAND DESCRIBED IN REEL
3226 OR PG 229, REEL 9498 OR PG 666, REEL 9987 OR PG 1399
REEL 3644 OR PG 1629, DOC. Nor. 2006104286, 2009076882
AND SHOWN AS REMAINDER PARCEL'-VOL 19 CM? PG. IS
BLOCKS DOIN AND XL PER MAP OF THE TOWN OF
CASTROVIILE". FILED IN VOL 1 OF CITIES AND TOWNS. AT PG. 64
RECORDS OF THE COUNTY OF MONTEREY, CALIFORNIA
AP�, i011 OBI 0 Ir
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40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
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7/18/2011-U04
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16749-U05
1-U06
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AGREEMENT,-U012
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NOTE,-U012
DEED-U012
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LOAN-U012
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CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
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THE-U012
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DO-U012
MATERIALLY-U012
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BEHALF-U012
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THE-U012
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AGENCY-U012
EXECUTE-U012
FUTURE-U012
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OTHER-U012
DOCUMENTS-U012
IN-U012
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THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
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C.-U012
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IN-U012
THE-U012
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8203-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U6��EXHIBIT C
Sea Garden Apartments
Castroville, CA
Scope of Development
Sea Garden Apartments is new construction of 59 two and three-bedroom apartments.
Three bedroom units will be townhomes, with the living-room, kitchen, dining area and
bathroom on the first floor and additional bedrooms and a bathroom on the second floor.
Two-bedroom units will be on a single level. Three Units will be fully accessible, with
roll-in showers, lowered countertops, stove etc.
Seven apartments are adaptable." The have a bedroom and bath on first floor and are
designed to accommodate a wheelchair.
Two-bedroom apartments: 899 square feet /one bath.
The three bedroom apartments are 1,160 square feet /two full baths.
Construction and Amenities and Related Facilities
The design of the buildings is appropriate for the City of Castroville and ties into the
character of the existing neighborhood by scale, massing, detail, finish materials, and
color.
A variety of plants and trees will be provided, with an emphasis on native, drought-
tolerant species. A section of the property will be allocated to a community garden to be
shared by the tenants.
Construction will be slab-on-grade, wood frames for walls and upper floors. Exterior
will be cellulose/cement hardboard siding, vinyl windows, metal-clad exterior doors, and
composition asphalt shingles on the roof.
The interior will consist of painted, textured sheetrock wallboard and sheet vinyl floor
covering at least 3/32 inch thick for light/ medium traffic areas and at least 1/8 inch thick
for heavy traffic areas.
Carpeting on stairs and bedrooms will be HUD/FHA UMD compliant. Interior surfaces
will be finished with low VOC paint over textured wallboard. Windows will have
vertical blinds.
Appliances and amenities will include Energy Star gas ovens and stoves, frost free
refrigerators, garbage disposals, waters and dryers, and fire retardant window blinds.
A residents' center will provide a community meeting room with a kitchen, a computer
learning center, and manager's office.
BIB]
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AI103244-U03
DO104276-U03
C1-U03
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7/18/2011-U04
MARCELLAC-U04
16749-U05
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TORRES-U09
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OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
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AGREEMENT,-U012
DECLARATION-U012
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RESTRICTIVE-U012
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CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
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MATERIALLY-U012
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PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
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175,-U012
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8203-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U7��EXHIBIT D
Sea Garden Apartments
Schedule of Performance
Scheduled Actual
Site
Sep-11 Site Acquired
Permits and Environmental Approvals
Jul-11
28-Jun-11
Site Plan Review/ tentative Map Mar-09
CEQA Mar-11
NEPA May-11
Final Map
Acquisition and Construction Financin�
Commitment dates
HOME
Monterey County
Commercial Lender
Permanent Financing
Commitment dates
Bonneville Mortgage
Jun-11 Monterey County
Tax Credit Allocation
Loan Closing and Construction
Feb-11
Jun-11
Sep-10
Sep-11
Monterey RDA 1st Installment Sep-11
Monterey RDA 2nd Installment Jan-12
Construction Loan Mar-12
HOME Mar-12
Equity Mar-12
Pull Building Permits Mar-12
Construction Complete May-12
100% Lease-up Jul-12
BIB]
40742-U01
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FO96184-U03
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MG99940-U03
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AI103244-U03
DO104276-U03
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7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
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LOAN-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
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OF-U012
THE-U012
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HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
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REVISIONS-U012
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THE-U012
LOAN-U012
OPERATING-U012
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PERMANENT-U012
FINANCING-U012
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THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U8��EXHIBIT E
PROJECT COST AND APPROVED FINANCING SOURCES
Project Name: Sea Garden Apartments
Date: June 7, 2011
Sources of Funds
Permanent $ i=Total Per Unit
Comments
County
RDA Loan $ 2,300,000 $ 38,983 $1,800,000 committed
1st Mortgage $ 2,840,322 $ 48,141 Committed
Tax Credit Investor Proceeds $ 7,393,682 $ 125,317 Assumes $0.861$1
HOME CHDO allocation) $ 2,500,000 $ 42,373 Committed
Deferred Developer Fee S 450,000 $ 7,627 Committed
TOTAL $ 15 484004 $ 262,441
Uses of Funds
Lend" TiftalCost Per'Unit Comments
Land Cost $ 2,360,000
Title & Escrow Land Closing
Legal Land Closing + Holding Costs
Subtotal, Land Costs $ 2 60000 $ 40,00
Hardd Costs LCost Per:Uait Comments.:
Demolition
Off-Sites
Environmental Remediation
Site Improvements $2,415,586 $ 40,942
Structures $6,850,339 S 116,107
Commercial Tenant Improvements
Podium
Common Furnishings $50,000 S 847
Photovoltaic System
General Requirements
Contractor Overhead & Profit
Contractor Bond and Insurance
Contingency $463,296 $ 7,852
Subtotal, Hard Costs $ 9,779,221 $ 165,750
Soft-Costs TirtriU2oat Per Unit' Cammeuts
Construction Manager $ $ $
Architectural & Engineering $ 280,000 S 4,746
Construction Mngmt/Prev Wage Mntrng
Construction Loan Fees & Expenses $ 800,200 S 13,563 Includes Interest
Predev Interest
Construction Period Interest
Environmental
Appraisal $ 15,000 S 254 Includes Market Study
Real Estate Taxes During Const.
Insurance During Construction $ 103,739 S 1,758 Includes Utils & Environmental
Permanent Loan fees and expenses $ 38,403 $ 651
County RDA Loan Origination Fee
Market Study
Audit
Local Permits & Fees $ 800,001 S 13,559
Tax Credit Monitoring Fee $ 60,579 $ 1,027
Legal Fees Organization
Legal Fees Const. Loan Closing
Legal Fees Perm Loan Closing
Legal Fees Syndication S 45,000 S 763
Syndication Consultant
Title & Escrow Construction Loan
Title & Escrow Mortgage Loan
Title & Escrow Syndication
Marketing Residential $ 29,500 S 500
Printing Costs
Developer Fee $ 958,451 $ 16,245
Capitalized Replacement Reserve $
Capitalized Operating Reserve $ 119,900 $ 2,032
Soft Cost Contingency S 94,010 S 1,593
Subtotal, Soft Costs $ 3 44 783 $ 56,691
Total Development Cost $ 15,484,004 $ 162,441
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
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DIRECTORS-U07
OF-U07
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REDEVELOPMENT-U07
AGENCY-U07
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A-U07
294-HOUSING-U08
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TORRES-U09
KARINA-U09
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6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
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DEED-U012
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LOAN-U012
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CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
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THE-U012
LOAN-U012
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DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U9��EXHIBIT F
PROMISSORY NOTE SECURED BY DEED OF TRUST
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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16749-U05
1-U06
ACTING-U07
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OF-U07
THE-U07
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A.-U07
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A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
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OF-U012
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LOAN-U012
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CHISPA-U012
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$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
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AUTHORIZE-U012
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THE-U012
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ALTER-U012
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EXECUTE-U012
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THE-U012
LOAN-U012
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C.-U012
INCREASE-U012
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IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
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8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U:��PROMISSORY NOTE SECURED BY DEED OF TRUST
TO THE REDEVELOPMENT AGENCY OF THE
COUNTY OF MONTEREY, CALIFORNIA
Salinas, California
$2,300,000 2011
FOR VALUE RECEIVED, COMMUNITY HOUSING IMPROVEMENT SYSTEMS &
PLANNING ASSOCIATION, INC., a California corporation, Borrower"), hereby promises to
pay to THE REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY,
CALIFORNIA Agency"), a public body, corporate and politic, or order, the principal amount
of TWO MILLION THREE HUNDRED THOUSAND Dollars $2,300,000.00) pursuant to a
Subsequent Agreement dated 2011 between the Borrower and the Agency the
Subsequent Agreement"), incorporated herein by this reference. Any capitalized term not
otherwise defined herein shall have the meaning ascribed to such term in the Subsequent
Agreement. The obligation of the Borrower to the Agency hereunder is subject to the terms of
the Subsequent Agreement, this Note, and a deed of trust the Agency Deed of Trust") of even
date herewith given by the Borrower to the Agency for the purpose of securing this Note. Said
documents are public records on file in the offices of the Agency, and the provisions of said
documents are incorporated herein by this reference.
1. This Note evidences the terms of the obligation of the Borrower to the Agency for
the repayment of funds loaned by the Agency Agency Loan") to finance the acquisition of land
relating to the development of affordable housing on that property the Property") as described
in the Subsequent Agreement in connection with the development and construction of the
Property with 58 units of rental housing, 28 of which not more than 49%) will be made
affordable to low income households, as described in the Subsequent Agreement hereinafter, the
Project"). Section 3.2 of the Subsequent Agreement, and the attachment to the Subsequent
Agreement entitled Declaration of Restrictive Covenants" Exhibit I) incorporated herein by
this reference, contain requirements which restrict the use of certain units on the Property to
rental housing restricted to low and very low income households at a cost that is affordable to
such households the Low Income Housing Requirements").
2. The outstanding principal balance of the Loan shall bear interest at the rate of
three percent 3%) per annum, commencing on the date that escrow is closed on permanent
financing for the Project.
3. This Note is payable at the office of the Agency located at 168 W. Alisal Street,
Salinas, California 93901 or at such other place as the holder hereof may inform the Borrower in
writing, in lawful money of the United States.
4. The Agency Loan is a limited recourse obligation of the Borrower. Neither
Borrower nor any other party shall have any personal liability for repayment of the Agency Loan
1
BIB]
40742-U01
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LOAN-U012
THE-U012
SEA-U012
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B.-U012
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DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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OFFICE-U012
TO-U012
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LOAN-U012
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MATERIALLY-U012
ALTER-U012
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EXECUTE-U012
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ON-U012
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THE-U012
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AGENCY-U012
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OTHER-U012
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THE-U012
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FINANCING-U012
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THE-U012
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NECESSARY,-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U;��except as provided in the Subsequent Agreement. Except as provided therein, the sole recourse
of the Agency under the Subsequent Agreement, this Note and the Agency Deed of Trust for
repayment of the Agency Loan shall be the exercise of its rights against the related security
thereunder.
5. The Loan shall be due and payable in full fifty five 55) years after the issuance of
a Certificate of Occupancy for the Project.
6. In addition, the Agency, at its option, may declare the Agency Loan immediately
due and payable, in the event that Borrower:
a) fails to fulfill its obligations to the Agency under the Subsequent
Agreement, this Note or the Agency Deed of Trust, or any agreement or instrument executed in
connection herewith including applicable cure periods), or
b) fails to comply with the Low Income Housing Requirements, provided
that Borrower shall have sixty 60) days to cure this failure and provide satisfactory evidence to
the Agency of such cure.
7. Except as provided in the Subsequent Agreement, in the event that Borrower sells,
transfers, assigns or refinances the Property, the affordable housing units or any portion thereof
or interest therein, without the prior written approval of the Agency or designee, the Agency
Loan shall immediately be due and payable.
8. The Borrower agrees for itself, its successors and assigns, that the use of the
Property shall be for the development of rental housing designed for occupancy by and
affordable to low and very low income households and for no other purpose, as set forth in the
Subsequent Agreement.
9. The Borrower waives presentment for payment, demand, protest, and notices of
dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on
the ground of any extension or extensions of the time of payment or of any due date under this
Note, in whole or in part, whether before or after maturity and with or without notice. The
Borrower hereby agrees to pay all costs and expenses, including reasonable attorneys' fees,
which may be incurred by the holder hereof, in the enforcement of this Note, the Agency Deed
of Trust or any term or provision of either thereof.
10. Upon the failure of the Borrower to perform or observe any other term or
provision of this Note, or upon the occurrence of any event of default under the terms of the
Agency Deed of Trust or the Subsequent Agreement after the expiration of applicable cure
periods), the holder may exercise its rights or remedies thereunder.
11. The Borrower shall have the right to prepay the obligation evidenced by this Note,
or any part thereof, without penalty.
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
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OF-U07
THE-U07
COUNTY-U07
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MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
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OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
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THE-U012
REDEVELOPMENT-U012
AGENCY-U012
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DOCUMENTS-U012
IN-U012
REGARD-U012
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THE-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U<��12. No judgment, or execution thereon, entered in any action, legal or equitable on
this Note, shall be enforced personally against Borrower or any partner, member, shareholder,
director or officer of Borrower, but shall be enforced only against the property described in the
Agency Deed of Trust securing the Note.
BORROWER
COMMUNITY HOUSING IMPROVEMENT SYSTEMS &
PLANNING ASSOCIATION, INC., a California corporation
By:
Its:
3
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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EXECUTE-U012
FUTURE-U012
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THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U=��EXHIBIT G
DEED OF TRUST AND SECURITY AGREEMENT
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U>��RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency of the County of Monterey
Redevelopment and Housing Office
168 West Alisal Street, 3rd Floor
Salinas, CA 93901
Attention: Director
No fee for recording pursuant to
Government Code Section 27383
DEED OF TRUST AND SECURITY AGREEMENT
Sea Garden Apartments, Castroville
THIS DEED OF TRUST AND SECURITY AGREEMENT Deed of Trust") is made as
of 2011, by and among Community Housing Improvement Systems & Planning
Association, a California corporation, Trustor"), First American Title Company, a California
corporation Trustee"), and the Redevelopment Agency of the County of Monterey, a public
body, corporate and politic Beneficiary").
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein
recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby
irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF
SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions
hereinafter set forth, Trustor's fee interest in the property located in the County of Monterey,
State of California, that is described in the attached Exhibit A, incorporated herein by this
reference the Property").
TOGETHER WITH all interest, estates or other claims, both in law and in equity which
Trustor now has or may hereafter acquire in the Property and the rents;
TOGETHER WITH all easements, rights-of-way and rights used in connection therewith
or as a means of access thereto, including without limiting the generality of the foregoing) all
tenements, hereditaments and appurtenances thereof and thereto;
TOGETHER WITH any and all buildings and improvements of every kind and
description now or hereafter erected thereon, and all property of the Trustor now or hereafter
affixed to or placed upon the Property;
TOGETHER WITH all building materials and equipment now or hereafter delivered to
said property and intended to be installed therein;
1
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
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DEED-U012
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TRUST-U012
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CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
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OFFICE-U012
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THE-U012
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DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
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ON-U012
BEHALF-U012
OF-U012
THE-U012
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AGENCY-U012
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AGREEMENTS-U012
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IN-U012
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THE-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U?��TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying within the right-of-way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to
or used in connection with the Property;
TOGETHER WITH all estate, interest, right, title, other claim or demand, of every
nature, in and to such property, including the Property, both in law and in equity, including, but
not limited to, all deposits made with or other security given by Trustor to utility companies, the
proceeds from any or all of such property, including the Property, claims or demands with
respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may
hereafter acquire, any and all awards made for the taking by eminent domain or by and
proceeding or purchase in lieu thereof of the whole or any part of such property, including
without limitation, any awards resulting from a change of grade of streets and awards for
severance damages to the extent Beneficiary has an interest in such awards for taking as
provided in Paragraph 4.1 herein; and
TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures
now or hereafter attached to or used in and about the building or buildings now erected or
hereafter to be erected on the Property which are necessary to the complete and comfortable use
and occupancy of such building or buildings for the purposes for which they were or are to be
erected, including all other goods and chattels and personal property as are ever used or
furnished in operating a building, or the activities conducted therein, similar to the one herein
described and referred to, and all renewals or replacements thereof or articles in substitution
therefor, whether or not the same are, or shall be attached to said building or buildings in any
manner.
All of the foregoing, together with the Property, is herein referred to as the Security."
To have and to hold the Security together with acquittances to the Trustee, its successors and
assigns forever.
FOR THE PURPOSE OF SECURING:
A. Payment of just indebtednesses of Trustor to Beneficiary as set forth in the Note
defined in Article 1 below) until paid or cancelled. Said principal and other payments shall be
due and payable as provided in the Note. Said Note and all its terms are incorporated herein by
reference, and this conveyance shall secure any and all extensions thereof, however evidenced;
and
B. Payment of any sums advanced by Beneficiary to protect the Security pursuant to
the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to
advance said sums and the expiration of any applicable cure period, with interest thereon as
provided herein; and
C. Performance of every obligation, covenant or agreement of Trustor contained
herein and in the Loan Documents defined in Section 1.2 below).
2
BIB]
40742-U01
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AGREEMENTS-U02
LI21329-U03
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FO99828-U03
MG99940-U03
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AS99975-U03
AI103244-U03
DO104276-U03
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THE-U07
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THE-U07
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A-U07
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CHISPA-U012
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$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
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OFFICE-U012
TO-U012
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THE-U012
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MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
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OTHER-U012
DOCUMENTS-U012
IN-U012
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THE-U012
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OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U@��AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES:
ARTICLE 1:
DEFINITIONS
In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall
have the following meanings in this Deed of Trust:
Section 1.1 The term Subsequent Agreement" means that certain Subsequent
Agreement between Trustor and Beneficiary, dated as of 2011, providing for the
Beneficiary to loan to the Trustor Two Million Three Hundred Thousand Dollars
$2,300,000.00) in the form of a Note, for the acquisition of the Property.
Section 1.2 The term Loan Documents" means this Deed of Trust, the Promissory
Note, the Subsequent Agreement, and any other debt, loan or security instruments between
Trustor and the Beneficiary relating to the Property.
Section 1.3 The term Note" means that certain promissory note in the amount of Two
Million Three Hundred Thousand Dollars $2,300,000.00) of even date herewith executed by the
Trustor in favor of the Beneficiary, the payment of which is secured by this Deed of Trust.
Copies of the Note are on file with the Beneficiary and terms and provisions of the Note are
incorporated herein by reference.)
Note.
Section 1.4 The term Principal" means the amount required to be paid under the
Section 1.5 The term Interest" means the amount of interest required to be paid under
the Note.
ARTICLE 2:
MAINTENANCE AND MODIFICATION OF
THE PROPERTY AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor.
The Trustor agrees that at all times prior to full payment of the sum owed under the Note,
the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause
the Security to be maintained and preserved in good condition. The Trustor will from time to
time make or cause to be made all repairs, replacements and renewals deemed proper and
necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the
making of improvements or additions to the Security.
Trustor agrees to pay fully and discharge or cause to be paid fully and discharged) all
claims for labor done and for material and services furnished in connection with the Security,
diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation
3
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UA��of labor on the work or construction on the Security for a continuous period of thirty 30) days or
more, and to take all other reasonable steps to forestall the assertion of claims of lien against the
Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary
as its agent said agency being coupled with an interest) with the authority, but without any
obligation, to file for record any notices of completion or cessation of labor or any other notice
that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the
Loan Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor
only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those
actions as hereinbefore provided.
Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or
claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons
who have furnished or claim to have furnished labor, services or materials in connection with the
Security. Nothing herein contained shall require Trustor to pay any claims for labor, materials or
services which Trustor in good faith disputes and is diligently contesting provided that Trustor
shall, within thirty 30) days after the filing of any claim of lien, record in the Office of the
Recorder of Monterey County, a surety bond in an amount 1 and 1/2 times the amount of such
claim item to protect against a claim of lien, or take alternative steps authorized in writing by the
Beneficiary.
Section 2.2 Granting of Easements.
Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in
the nature of easements with respect to any property or rights included in the Security except
those required or desirable for installation and maintenance of roads, public utilities including,
without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by
law. As to these exceptions, Beneficiary will grant or approve and/or direct the Trustee to grant
or approve such easements.
ARTICLE 3:
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes, Other Governmental Charges and Utility Charges.
Trustor shall pay, or cause to be paid, at least ten 10) days prior to the date of
delinquency, all taxes, assessments, charges and levies, if any, imposed by any public authority
or utility company which are or may become a lien affecting the Security or any part thereof;
provided, however, that Trustor shall not be required to pay and discharge any such tax,
assessment, charge or levy so long as a) the legality thereof shall be promptly and actively
contested in good faith and by appropriate proceedings, and b) Trustor maintains reserves
adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes,
special assessments or other similar governmental charges, Trustor shall pay such amount in full
prior to the foreclosure of any lien therefor on any part of the Security; provided, however, if
such taxes, assessments or charges may be paid in installments, Trustor may pay in such
installments. Except as provided in clause b) of the first sentence of this paragraph, the
provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve
4
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UB��account, escrow account, impound account or other similar account for the payment of future
taxes, assessments, charges and levies.
In the event that Trustor shall fail to pay any of the foregoing items required by this
Section to be paid by Trustor, Beneficiary may but shall be under no obligation to) pay the
same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to
fully pay such items within seven 7) business days after receipt of such notice. Any amount so
advanced therefor by Beneficiary, together with interest thereon from the date of such advance at
the maximum rate permitted by law, shall become an additional obligation of Trustor to the
Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts.
Section 3.2 Provisions Respecting Insurance.
Trustor agrees to provide insurance conforming in all respects to that required under the
Loan Documents during the course of any construction and following completion, and at all
times until all amounts secured by this Deed of Trust have been paid and all other obligations
secured hereunder fulfilled, and this Deed of Trust reconveyed.
All such insurance policies and coverages shall be maintained at Trustor's sole cost and
expense. Certificates of insurance for all of the above insurance policies, showing the same to be
in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time
prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Deed of
Trust.
Section 3.3 Advances.
In the event the Trustor shall fail to maintain the full insurance coverage required by this
Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the
Beneficiary, after at least seven 7) days prior notice to Trustor, may but shall be under no
obligation to) take out the required policies of insurance and pay the premiums on the same or
may make such repairs or replacements as are necessary and provide for payment thereof; and all
amounts so advanced therefor by the Beneficiary shall become an additional obligation of the
Trustor to the Beneficiary together with interest as set forth below) and shall be secured hereby,
which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid,
shall bear interest from the date of the advance at the lesser of ten percent 10%) per annum or
the maximum rate permitted by law.
ARTICLE 4:
DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages.
All judgments, awards of damages, settlements and compensation made in connection
with or in lieu of 1) taking of all or any part of or any interest in the Property by or under
assertion of the power of eminent domain, 2) any damage to or destruction of the Property or in
any part thereof by insured casualty, and 3) any other injury or damage to all or any part of the
Property Funds") are hereby assigned to and shall be paid to the Beneficiary by a check made
5
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UC��payable to the Beneficiary. The Beneficiary is authorized and empowered but not required) to
collect and receive any funds and is authorized to apply them in whole or in part upon any
indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall
determine at its sole option. Following an Event of Default, the Beneficiary shall be entitled to
settle and adjust all claims under insurance policies provided under this Deed of Trust and may
deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it
in connection with any such settlement or adjustment. All or any part of the amounts so
collected and recovered by the Beneficiary may be released to Trustor upon such conditions as
the Beneficiary may impose for its disposition. Application of all or any part of the Funds
collected and received by the Beneficiary or the release thereof shall not cure or waive any
default under this Deed of Trust. The rights of the Beneficiary under this Section 4.1 are subject
to the rights of any senior mortgage lender. Notwithstanding the provisions of this Section, the
Beneficiary shall release the Funds to Trustor to be used to reconstruct the improvements on the
Property provided that Beneficiary reasonably determines that Trustor when taking into account
the Funds) has sufficient funds to rebuild.
ARTICLE 5:
AGREEMENTS AFFECTING THE PROPERTY; FURTHER
ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST
Section 5.1 Other Agreements Affecting Property.
The Trustor shall duly and punctually perform all terms, covenants, conditions and
agreements binding upon it under the Loan Documents and any other agreement of any nature
whatsoever now or hereafter involving or affecting the Security or any part thereof.
Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.
In the event of any Event of Default as defined below) hereunder, and if the Beneficiary
should employ attorneys or incur other expenses for the collection of amounts due or the
enforcement of performance or observance of an obligation or agreement on the part of the
Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the
Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred
by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the
indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such
expenses are incurred at the lesser of ten percent 10%) per annum or the maximum rate
permitted by law.
Section 5.3 Payment of the Principal and Interest.
The Trustor shall pay to the Beneficiary the Principal, Interest, and any other payments as
set forth in the Note in the amounts and by the times set out therein.
Section 5.4 Personal Property.
6
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
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LOAN-U012
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THE-U012
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REGARD-U012
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THE-U012
CONSTRUCTION-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UD��To the maximum extent permitted by law, the personal property subject to this Deed of
Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall
constitute a fixtures filing under the California Commercial Code. As to any personal property
not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement
under the California Commercial Code.
Section 5.5 Financing Statement.
The Trustor shall execute and deliver to the Beneficiary such financing statements
pursuant to the appropriate statutes, and any other documents or instruments as are required to
convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees
to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary
to maintain such valid perfected security interest in the Security in order to secure the payment of
the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such
financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order
to protect the security interest established pursuant to this instrument.
Section 5.6 Operation of the Security.
The Trustor shall operate the Security and, in case of a transfer of a portion of the
Security subject to this Deed of Trust, the transferee shall operate such portion of the Security) in
full compliance with the Loan Documents.
Section 5.7 Inspection of the Security.
At any and all reasonable times upon seventy-two 72) hours' notice, the Beneficiary and
its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall
have the right, without payment of charges or fees, to inspect the Security.
Section 5.8 Nondiscrimination.
The Trustor herein covenants by and for itself, its heirs, executors, administrators, and
assigns, and all persons claiming under or through them, that there shall be no discrimination
against or segregation of, any person or group of persons on account of race, color, creed,
religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor
itself or any person claiming under or through it establish or permit any such practice or practices
of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing
covenants shall run with the land.
ARTICLE 6:
HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not cause or
permit the Property to be in violation of any federal, state or local laws, ordinances or regulations
7
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
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THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UE��relating to industrial hygiene or to the environmental conditions on, under or about the Property
including, but not limited to, soil and ground water conditions. Trustor shall not use, generate,
manufacture, store or dispose of on, under, or about the Property or transport to or from the
Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or
related materials, including without limitation, any substances defined as or included in the
definition of hazardous substances," hazardous wastes," hazardous materials," or toxic
substances" under any applicable federal or state laws or regulations collectively referred to
hereinafter as Hazardous Materials") except such of the foregoing as are used in construction or
operation of the improvements to be constructed on the Property or as may be customarily kept
and used in and about residential property.
Trustor shall immediately advise Beneficiary in writing if at any time it receives written
notice of i) any and all enforcement, cleanup, removal or other governmental or regulatory
actions instituted, completed or threatened against Trustor or the Property pursuant to any
applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous
Materials, Hazardous Materials Law"); ii) all claims made or threatened by any third party
against Trustor or the Property relating to damage, contribution, cost recovery compensation,
loss or injury resulting from any Hazardous Materials the matters set forth in clauses i) and ii)
above hereinafter referred to a Hazardous Materials Claims"); and iii) Trustor's discovery of
any occurrence or condition on any real property adjoining or in the vicinity of the Property that
could cause the Property or any part thereof to be classified as border-zone property" under the
provision of California Health and Safety Code, Sections 25220 et seq. or any regulation adopted
in accordance therewith, or to be otherwise subject to any restrictions on the ownership,
occupancy, transferability or use of the Property under any Hazardous Materials Law.
Beneficiary shall have the right to join and participate in, as a party if it so elects, any
legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to
have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall
indemnify and hold harmless Beneficiary and its supervisors, directors, officers, employees,
agents, successors and assigns from and against any loss, damage, cost, expense or liability
directly or indirectly arising out of or attributable to the use, generation, storage, release,
threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about
the Property including without limitation: a) all foreseeable consequential damages; b) the costs
of any required or necessary repair, cleanup or detoxification of the Property and the preparation
and implementation of any closure, remedial or other required plans; and c) all reasonable costs
and expenses incurred by Beneficiary in connection with clauses a) and b), including but not
limited to reasonable attorneys' fees.
Without Beneficiary's prior written consent, which shall not be unreasonably withheld,
Trustor shall not take any remedial action in response to the presence of any Hazardous
Materials on, under or about the Property, nor enter into any settlement agreement, consent
decree, or other compromise in respect to any Hazardous Material Claims, which remedial
action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement,
impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's
prior consent shall not be necessary in the event that the presence of Hazardous Materials on,
under, or about the Property either poses an immediate threat to the health, safety or welfare of
8
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UF��any individual or is of such a nature that an immediate remedial response is necessary and it is
not reasonably possible to obtain Beneficiary's consent before taking such action, provided that
in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken.
Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if
either i) a particular remedial action is ordered by a court of competent jurisdiction, ii) Trustor
will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required
action; iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no
reasonable alternative to such remedial action which would result in less impairment of
Beneficiary's security hereunder; or iv) the action has been agreed to by Beneficiary.
The Trustor hereby acknowledges and agrees that i) this Article is intended as the
Beneficiary's written request for information and the Trustor's response) concerning the
environmental condition of the Property as required by California Code of Civil Procedure
Section 726.5, and ii) each representation and warranty in this Deed of Trust or any of the other
Loan Documents together with any indemnity applicable to a breach of any such representation
and warranty) with respect to the environmental condition of the property is intended by the
Beneficiary and the Trustor to be an environmental provision" for purposes of California Code
of Civil Procedure Section 736.
In the event that any portion of the Property is determined to be environmentally
impaired" as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or
to be an affected parcel" as that term is defined in California Code of Civil Procedure Section
726.5(e)(1)), then, without otherwise limiting or in any way affecting the Beneficiary's or the
Trustee's rights and remedies under the Deed of Trust, the Beneficiary may elect to exercise its
rights under California Code of Civil Procedure Section 726.5(a) to 1) waive its lien on such
environmentally impaired or affected portion of the Property and 2) exercise a) the rights and
remedies of an unsecured creditor, including reduction of its claim against the borrower to
judgment, and b) any other rights and remedies permitted by law. For purposes of determining
the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil
Procedure Section 726.5(a), the Trustor shall be deemed to have willfully permitted or
acquiesced in a release or threatened release of hazardous materials, within the meaning of
California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of
hazardous materials was knowingly or negligently caused or contributed to by any lessee,
occupant, or user of any portion of the Property and the Trustor knew or should have known of
the activity by such lessee, occupant, or user which caused or contributed to the release or
threatened release. All costs and expenses, including but not limited to) attorneys' fees, incurred
by the Beneficiary in connection with any action commenced under this paragraph, including any
action required by California Code of Civil Procedure Section 726.5(b) to determine the degree
to which the Property is environmentally impaired, plus interest thereon at the lesser of ten
percent 10%) or the maximum rate permitted by law, until paid, shall be added to the
indebtedness secured by the Deed of Trust and shall be due and payable to the Beneficiary upon
its demand made at any time following the conclusion of such action.
9
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UG��ARTICLE 7:
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default.
The following shall constitute Events of Default: 1) failure to make any payment to be
paid by Trustor under the Loan Documents within ten 10) days following written notice such
payment is due and has not yet been paid; or 2) failure to observe or perform any of Trustor's
other covenants, agreements or obligations under the Loan Documents, including, without
limitation, the provisions concerning discrimination, subject to applicable notice and cure
periods, if any, included in the Loan Documents.
With respect to any right to cure or cure period provided in this Deed of Trust or the other
Loan Documents, performance of a cure by any entity or partner of Trustor shall have the same
effect as would like performance by Trustor.
Section 7.2 Acceleration of Maturity.
If an Event of Default shall have occurred and be continuing, then at the option of the
Beneficiary, subject to any applicable notice and cure periods, the amount of any payment
related to the Event of Default and the unpaid Principal of the Note shall immediately become
due and payable, upon written notice by the Beneficiary to the Trustor or automatically where
so specified in the Loan Documents), and no omission on the part of the Beneficiary to exercise
such option when entitled to do so shall be construed as a waiver of such right.
Section 7.3 The Beneficiary's Right to Enter and Take Possession.
Subject to any applicable notice and cure periods, if an Event of Default shall have
occurred and be continuing, the Beneficiary may:
a) Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its
security, enter upon the Security and take possession thereof or any part thereof) and of any of
the Security, in its own name or in the name of Trustee, and do any acts which it deems
necessary or desirable to preserve the value or marketability of the Property, or part thereof or
interest therein, increase the income therefrom or protect the security thereof. The entering upon
and taking possession of the Security shall not cure or waive any Event of Default or Notice of
Default as defined below) hereunder or invalidate any act done in response to such Default or
pursuant to such Notice of Default and, notwithstanding the continuance in possession of the
Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust,
or by law upon occurrence of any Event of Default, including the right to exercise the power of
sale;
b) Commence an action to foreclose this Deed of Trust as a mortgage,
appoint a receiver, or specifically enforce any of the covenants hereof;
10
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
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LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
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AGENCY-U012
EXECUTE-U012
FUTURE-U012
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IN-U012
REGARD-U012
TO-U012
THE-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UH��c) Deliver to Trustee a written declaration of default and demand for sale,
and a written notice of default and election to cause Trustor's interest in the Security to be sold
Notice of Default and Election to Sell"), which notice Trustee or Beneficiary shall cause to be
duly filed for record in the Official Records of Monterey County; or
d) Exercise all other rights and remedies provided herein, in the instruments
by which the Trustor acquires title to any Security, or in any other document or agreement now
or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby,
or provided by law.
Section 7.4 Foreclosure By Power of Sale.
Should the Beneficiary elect to foreclose by exercise of the power of sale herein
contained, the Beneficiary shall give notice to the Trustee the Notice of Sale") and shall deposit
with Trustee this Deed of Trust which is secured hereby and the deposit of which shall be
deemed to constitute evidence that the unpaid principal amount of the Note is immediately due
and payable), and such receipts and evidence of any expenditures made that are additionally
secured hereby as Trustee may require.
a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be
recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then
required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse
of such time as may then be required by law and after recordation of such Notice of Default and
Election to Sell and after Notice of Sale having been given as required by law, sell the Security,
at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate
lots or parcels or items as Trustee shall deem expedient and in such order as it may determine
unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at
public auction to the highest bidder, for cash in lawful money of the United States payable at the
time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient
deed or deeds conveying the property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed or any matters of facts shall be conclusive proof of the
truthfulness thereof Any person, including, without limitation, Trustor, Trustee or Beneficiary,
may purchase at such sale.
b) After deducting all reasonable costs, fees and expenses of Trustee,
including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds
of sale to payment of. i) the unpaid Principal amount of the Note; ii) all other amounts owed to
Beneficiary under the Loan Documents; iii) all other sums then secured hereby; and iv) the
remainder, if any, to Trustor.
c) Trustee may postpone sale of all or any portion of the Property by public
announcement at such time and place of sale, and from time to time thereafter, and without
further notice make such sale at the time fixed by the last postponement, or may, in its discretion,
give a new Notice of Sale.
11
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UI��Section 7.5 Receiver.
Subject to the rights of senior mortgage lenders under approved financing, if an Event of
Default shall have occurred and be continuing, Beneficiary, as a matter of right and without
further notice to Trustor or anyone claiming under the Security, and without regard to the then
value of the Security or the interest of Trustor therein, shall have the right to apply to any court
having jurisdiction to appoint a receiver or receivers of the Security or a part thereof), and
Trustor hereby irrevocably consents to such appointment and waives further notice of any
application therefor. Any such receiver or receivers shall have all the usual powers and duties of
receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as
provided herein, and shall continue as such and exercise all such powers until the date of
confirmation of sale of the Security, unless such receivership is sooner terminated.
Section 7.6 Remedies Cumulative.
No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of
Trust is intended to be exclusive of any other right, power or remedy, but each and every such
right, power and remedy shall be cumulative and concurrent and shall be in addition to any other
right, power and remedy given hereunder or now or hereafter existing at law or in equity.
Section 7.7 No Waiver.
a) No delay or omission of the Beneficiary to exercise any right, power or
remedy accruing upon any Event of Default shall exhaust or impair any such right, power or
remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence
therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may
be exercised from time to time and as often as may be deemed expeditious by the Beneficiary.
No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in
the performance of the obligations hereunder shall be deemed or construed to be a consent to or
waiver of obligations of the Trustor hereunder. Failure on the part of the Beneficiary to
complain of any act or failure to act or to declare an Event of Default, irrespective of how long
such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or
impair any rights, power or remedies consequent on any Event of Default by the Trustor.
b) If the Beneficiary i) grants forbearance or an extension of time for the
payment of any sums secured hereby, ii) takes other or additional security or the payment of any
sums secured hereby, iii) waives or does not exercise any right granted in the Loan Documents,
iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes
any of the terms, covenants, conditions or agreements in the Loan Documents, v) consents to the
granting of any easement or other right affecting the Security, or vi) makes or consents to any
agreement subordinating the lien hereof, any such act or omission shall not release, discharge,
modify, change or affect the original liability under this Deed of Trust, or any other obligation of
the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-
signer, endorser, surety or guarantor unless expressly released); nor shall any such act or
omission preclude the Beneficiary from exercising any right, power or privilege herein granted
or intended to be granted in any Event of Default then made or of any subsequent Event of
12
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UJ��Default, nor, except as otherwise expressly provided in an instrument or instruments executed by
the Beneficiary shall the lien of this Deed of Trust be altered thereby.
Section 7.8 Suits to Protect the Security.
The Beneficiary shall have power to a) institute and maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Security and the rights of the
Beneficiary as may be unlawful or any violation of this Deed of Trust, b) preserve or protect its
interest as described in this Deed of Trust) in the Security, and c) restrain the enforcement of or
compliance with any legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment,
rule or order would impair the Security thereunder or be prejudicial to the interest of the
Beneficiary.
Section 7.9 Trustee May File Proofs of Claim.
In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition or other proceedings affecting the Trustor, its creditors or its property,
the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and
other documents as may be necessary or advisable in order to have the claims of the Beneficiary
allowed in such proceedings and for any additional amount which may become due and payable
by the Trustor hereunder after such date.
Section 7.10 Waiver.
The Trustor waives presentment, demand for payment, notice of dishonor, notice of
protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in
taking any action to collect any sums owing under the Note or in proceedings against the
Security, in connection with the delivery, acceptance, performance, default, endorsement or
guaranty of this Deed of Trust.
ARTICLE 8:
MISCELLANEOUS
Section 8.1 Amendments.
This instrument cannot be waived, changed, discharged or terminated orally, but only by
an instrument in writing signed by Beneficiary and Trustor.
Section 8.2 Reconveyance by Trustee.
Upon written request of Beneficiary stating that all sums secured hereby have been paid
or forgiven, and that all obligations under the Loan Documents have been fully performed, and
upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment
by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the
person or persons legally entitled thereto.
13
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UK��Section 8.3 Notices.
If at any time after the execution of this Deed of Trust it shall become necessary or
convenient for one of the parties hereto to serve any notice, demand or communication upon the
other party, such notice, demand or communication shall be in writing and shall be served
personally or by depositing the same in the registered United States mail, return receipt
requested, postage prepaid and 1) if intended for Beneficiary shall be addressed to:
Redevelopment Agency of the County of Monterey County
Redevelopment and Housing Office
168 West Alisal Street, 3rd Floor
Salinas, CA 93901
Attention: Director
and 2) if intended for Trustor shall be addressed to:
Community Housing Improvement Systems & Planning Association
295 Main Street, Suite 100
Salinas, CA 93901
Attention: President/CEO
Copies of notices to Trustor shall also be sent to any limited partner investor of Trustor at an
address to be provided hereafter by Trustor.
Any notice, demand or communication shall be deemed given, received, made or
communicated on the date personal delivery is effected or, if mailed in the manner herein
specified, on the delivery date or date delivery is refused by the addressee, as shown on the
return receipt. Either party may change its address at any time by giving written notice of such
change to Beneficiary or Trustor as the case may be, in the manner provided herein, or by a
recognized private delivery service which provides a receipt for delivery, at least ten 10) days
prior to the date such change is desired to be effective.
Section 8.4 Successors and Joint Trustors.
Where an obligation is created herein binding upon Trustor, the obligation shall also
apply to and bind any transferee or successors in interest. Where the terms of the Deed of Trust
have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be
deemed to be a joint and several obligation of the Trustor and such transferee. Where more than
one entity or person is signing as Trustor, all obligations of Trustor shall be deemed to be a joint
and several obligation of each and every entity and person signing as Trustor.
Section 8.5 Captions.
14
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UL��The captions or headings at the beginning of each Section hereof are for the convenience
of the parties and are not a part of this Deed of Trust.
Section 8.6 Invalidity of Certain Provisions.
Every provision of this Deed of Trust is intended to be severable. In the event any term
or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or
other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and
enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the
debt, or if the lien is invalid or unenforceable as to any part of the Security, all payments made
on the debt, whether voluntary or under foreclosure or other enforcement action or procedure,
shall be considered to have been first paid or applied to the full payment of that portion of the
debt which is not secured or partially secured by the lien of this Deed of Trust.
Section 8.7 Governing Law.
This Deed of Trust shall be governed by and construed in accordance with the laws of the
State of California.
Section 8.8 Gender and Number.
In this Deed of Trust the singular shall include the plural and the masculine shall include
the feminine and neuter and vice versa, if the context so requires.
Section 8.9 Deed of Trust, Mortgage.
Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and
any reference to a deed of trust shall also refer to a mortgage.
Section 8.10 Actions.
Trustor agrees to appear in and defend any action or proceeding purporting to affect the
Security.
Section 8.11 Substitution of Trustee.
Beneficiary may from time to time substitute a successor or successors to any Trustee
named herein or acting hereunder to execute this Trust. Upon such appointment, and without
conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties
conferred upon any Trustee herein named or acting hereunder. Each such appointment and
substitution shall be made by written instrument executed by Beneficiary, containing reference to
this Deed of Trust and its place of record, which, when duly recorded in the proper office of the
county or counties in which the Property is situated, shall be conclusive proof of proper
appointment of the successor trustee.
15
BIB]
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THE-U012
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THE-U012
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C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UM��Section 8.12 Statute of Limitations.
The pleading of any statute of limitations as a defense to any and all obligations secured
by this Deed of Trust is hereby waived to the full extent permissible by law.
Section 8.13 Acceptance by Trustee.
Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is
made public record as provided by law. Except as otherwise provided by law the Trustee is not
obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of
proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.
Section 8.14 Extended Use Agreement.
Notwithstanding anything to the contrary contained herein or in any documents secured
by this Deed of Trust or contained in any subordination agreement, the Beneficiary
acknowledges and agrees that in the event of a foreclosure or deed-in-lieu of foreclosure
collectively, Foreclosure") with respect to the property encumbered by this Deed of Trust, the
following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as
amended, shall apply:
For a period of three 3) years from the date of Foreclosure, with respect to any
unit that had been regulated by the regulatory agreement with the California Tax
Credit Allocation Committee, i) none of the tenants occupying those units at the
time of Foreclosure may be evicted or their tenancy terminated other than for
good cause), ii) nor may any rent be increased except as otherwise permitted
under Section 42 of the Code.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year below written.
TRUSTOR:
COMMUNITY HOUSING IMPROVEMENT SYSTEMS
& PLANNING ASSOCIATION, a California corporation
16
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THE-U012
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175,-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UN��STATE OF f SS
e
COUNTY OF 1-0114e
On C O't
me, LS0,a jiia
appeared L'','min
before
Notary Public, personally
roelli
who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Commission
Expires: P 31 1LI
Ex
MARISOL GUZMAN MORALES
Commission # 1905100
Notary Public California
Monterey County
My Comm. Expires Sep 23 2014
This area for official notarial seal
Notary Notary
Name: sari I a Marl Ps Phone: 00 5"l y~O('-T
Notary Registration County of Principal Place of
Number: qDS ltb Business:. ML)Y
BIB]
40742-U01
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NOTE,-U012
DEED-U012
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CHISPA-U012
A-U012
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THE-U012
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THE-U012
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THE-U012
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NECESSARY,-U012
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THE-U012
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THE-U012
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C.-U012
INCREASE-U012
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IN-U012
THE-U012
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FUND-U012
175,-U012
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8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UO��STATE OF
COUNTY OF
SS
On before
me, Notary Public, personally
appeared
who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
My Commission This area for official notarial seal
Expires:
Notary Notary
Name: Phone:
Notary Registration County of Principal Place of
Number: Business:
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40742-U01
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$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UP��Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
LEGAL DESCRIPTION
EXHIBIT A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA, COUNTY OF
MONTEREY, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL I:
Lot 3, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL I(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 3, Block XXXII as
apportioned to said Lot 3 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL II:
That portion of Lot 6, in Block XXXII, as said Lot and Block are shown and designated on that certain Map
entitled, Map of the Town of Castroville", filed September 2, 1887 in Volume 1 of Cities and Towns at Page 55,
Records of Monterey County, California, described as follows:
Beginning in the Southeasterly line of said Lot 6 at the most Easterly corner of that certain parcel of land
described in the Deed to Luz Arroyo, recorded September 14, 1954 in Volume 1552 of Official Records at Page
126, Records of said County; thence from said point of beginning along said Southeasterly lot line:
1) N. 42� 54' E., 50 feet; thence leave said lot line and running
2) N. 47� 03-1/2' W., 100 feet, more or less, to a point in the Northwesterly boundary of said Lot 6; thence
along las mentioned boundary
3) S. 42� 54' W., 50 feet to the most Northerly corner of said parcel of land: thence leave last mentioned
boundary and running along the Northeasterly boundary of said parcel of land
4) S. 47� 03-1/2' E., 100 feet, more or less, to the point of beginning.
PARCEL III:
Lots 4 and 5, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County,
the property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns",
at Page 55, Monterey County Records.
Together with that portion of the Southwesterly one-half of Davis Street, title to which would pass by a
conveyance describing said lot.
PARCEL III(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 4, Block XXXII as
apportioned to said Lot 4 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL IV:
That certain 3.024 acre parcel of land shown and so designated of that certain Record of Survey" map filed
for record January 30, 1958 in Volume X-1 of Surveys at page 159, records of Monterey County.
2
CLTA Preliminary Report Form Modified 11/17/06)
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FY2011-12-U012
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175,-U012
UNIT-U012
8203-U012
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HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UQ��EXHIBIT A" continued) Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
Excepting therefrom all that property described in Grant Deed executed by Frank Aberin, a single man, to
Pedro Muna, et ux, recorded January 26, 1970 in Reel 637 of Official Records of Monterey County, California,
at page 127.
More particularly described as follows:
Beginning at the northwesterly terminus of Course 1) of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County and running,
1) S. 42� 54' 00" W., 25.00 feet; thence running along the northeasterly right-of-way of Davis Street
2) N. 47� 03' 30" W., 183.08 feet to the southeasterly corner of Tract No. 1264, Chapin Affordable Housing
Project, as said subdivision is shown and recorded in Volume 19 of Cities and Towns at Page 18, records of
Monterey County, California thence leaving said northeasterly right-of-way of Davis Street and running along
said southeasterly boundary of said subdivision
3) N 42� 54' 00" E., 364.27 feet; thence leaving said southeasterly boundary of said subdivision
4) S. 47� 03' 30" E., 183.08 feet to the northeasterly boundary of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County; thence running along the common boundary
between Parcel 1" and Parcel 2" as said parcels are described in the above referenced document.
5) S. 42� 54' 00" W., 339.27 feet to the Point of Beginning.
Said property is described as Parcel 2" in that certain Restatement of Legal Description" recorded November
24, 2009, Instrument No. 2009075662, Official Records, Monterey County.
PARCEL IV(A):
An easement for drainage and the construction and maintenance of slopes, 25 feet in width, lying immediately
adjacent to and southeasterly of the following described line:
Beginning at the most southerly corner of that certain 3.024 acre parcel, as said parcel is shown on that
certain map entitled, Record of Survey of a Portion of Block XL, etc.", recorded in Volume X-1 of Surveys at
Page 159, records of Monterey County, California, and running thence N 42� 54' E., 25.00 feet to the True
point of beginning; thence
1) N 42� 54' E., 337.83 feet to a 1-1/2" iron pipe.
PARCEL V:
A portion of Lot 6, in Block XXXII, as shown on the map entitled, Town of Castroville," filed September 2, 1887
in the Office of the County Recorder of the County of Monterey, State of California, in Volume 1 of Maps, Cities
and Towns, at Page 55, more particularly described as follows:
BEGINNING at the most Southerly corner of said Lot 6 and running thence along the Southeasterly boundary
of said Lot in a Northeasterly direction, a distance of 50 feet; thence leave said Southeasterly boundary in a
Northwesterly direction, parallel to the Southwesterly boundary of said Lot, a distance of 100 feet to a point on
the Northwesterly boundary of said Lot 6; thence along said Northwesterly boundary in a Southwesterly
direction, a distance of 50 feet to the most Westerly corner of said Lot 6; thence along the Southwesterly
boundary of said Lot in a Southeasterly direction, a distance of 100 feet to the point of beginning.
PARCEL VI:
Lot 1, in Block O(XII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL VII:
3
CLTA Preliminary Report Form Modified 11/17/06)
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NECESSARY,-U012
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THE-U012
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OF-U012
THE-U012
LOAN-U012
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C.-U012
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IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
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HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UR��EXHIBIT A" continued) Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
A portion of Rancho Bolsa Nueva Y Moro Cojo, being a part of that certain tract of land conveyed to Charles
Rizzo, et ux, by Deed dated September 3, 1948, recorded in Book 1087 of Official Records at Page 413,
Monterey County Records, said part being more particularly described as follows:
Beginning at the intersection of the center line of Davis Street, 50 feet wide, with the center line of Preston
Street, 66 feet wide, as said streeets are shown on the Map of the Town of Castroville, filed March 26, 1869 in
Map Book One, Cities and Towns, at Page 54 therein, Monterey County Records; thence from said place of
beginning along said center line of Preston Street between Block XI and XXXIX, as said Blocks are shown on
said filed map
1. N. 42� 27' E., 364.0 feet; thence leaving last mentioned center line
2. N. 47� 28' W., 151.0 feet, at 33.0 feet interesect the Southeasterly boundary of said Block XI, 151.0 feet to
a point; thence
3. S. 42� 27' W., 364.0 feet at 161.46 feet a 3/4" diameter iron pipe, at 339.0 feet a 3/4" diameter iron pipe
standing in said Southwesterly line of said Block XI, 364.0 feet to a point in said center line of Davis Street,
thence along las mentioned center line
4. S. 47� 28' E., 151.0 feet to the place of beginning.
Excepting therefrom that portion of said land lying within Davis Street and Preston Street as the same existed
September 3, 1948.
Together with that portion of the Northeastly one-half of Davis Street, title to which would pass by a
conveyance describing said property.
PARCEL VII(A):
The westerly half of Preston Street, lying Northerly of Davis Street as disclosed by Resolution No. 85-285,
recorded May 28, 1985 in Reel 1842 of Official Records, at Page 708.
PARCEL VIII:
That certain Remainder Parcel" as shown and so designated on the map entitled Tract No. 1256 Chapin
Affordable Housing Project", recorded March 19, 1996 in Volume 19, Cities and Towns", Page 18, Official
Records, Monterey County.
APN: 030-041-008 Parcel I, IA), 030-041-003 Parcel II), 030-041-001 Parcel III, IIIA), 030-041-004 Parcel
V), 030-041-005 Parcel VI), 030-011-009 Parcel IV), 030-011-011(Parcel VII), 030-054-014 Parcel VIII)
4
CLTA Preliminary Report Form Modified 11/17/06)
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THE-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
US��EXHIBIT H
OPERATING AGREEMENT
By and Between
REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY AGENCY)
And
COMMUNITY HOUSING IMPROVEMENT SYSTEMS & PLANNING ASSOCIATION
BIB]
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LOAN AGREEMENTST��"�|E
UT��OPERATING AGREEMENT
By and Between
REDEVELOPMENT AGENCY OF THE
COUNTY OF MONTEREY Agency"),
And
COMMUNITY HOUSING IMPROVEMENT SYSTEMS & PLANNING ASSOCIATION,
INC., a California nonprofit public benefit corporation
Relating to the Management and Operation of
Sea Garden Apartments
in Monterey County, California
BIB]
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$1,800,000.-U012
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REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UU��ARTICLE 1. SUBJECT OF AGREEMENT 1
1.1 Definitions 1
1.2 Purpose of Operating Agreement 5
1.3 Parties to the Agreement 5
1.4 The Agency 5
1.5 Developer 5
1.6 Prohibition Against Change in Ownership, Management and Control of
Developer 6
1.7 No Encumbrances Except the Financing Documents 7
1.8 Term of Operating Agreement 7
ARTICLE 2. MAINTENANCE OF THE PROPERTY 7
2.1 Prohibition of Waste and Obligation to Maintain the Property 7
2.2 Indemnification 7
2.3 Obligation to Maintain Insurance 8
2.4 Maintenance and Repairs 11
2.5 Replacement Reserve 11
2.6 Standard of Maintenance 12
ARTICLE 3. ALTERATION OF PROJECT AND ADDITIONS 12
3.1 Agency Approval Required 12
3.2 Labor Standards 13
3.3 Notice of Nonresponsibility 13
3.4 Contractor's Bonds 13
3.5 No Limitation on Obligation to Maintain 13
ARTICLE 4. FINANCIAL PROVISIONS 13
4.1 Collection of Gross Income 13
4.2 Priorities in the Use of Gross Income 14
ARTICLE 5. USE OF THE PROPERTY 14
5.1 Permitted Uses 14
5.2 Residential Uses 14
5.3 Obligation to Refrain from Discrimination 15
5.4 Form of Nondiscrimination and Nonsegregation Clauses 15
5.5 Local, State, and Federal Laws 16
5.6 Rights of Access; Inspections and Meetings 16
ARTICLE 6. MANAGEMENT 17
6.1 Obligation to Manage Property 17
6.2 Management Plan 17
6.3 Right of Agency to Require a Change in Property Management 18
6.4 Management Agent 19
6.5 Property Management Fees 19
ARTICLE 7. BUDGET PROCESS 19
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175,-U012
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8203-U012
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HOUSING-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UV��7.1 Operating Budgets Required 19
7.2 Preparation and Approval of Operating Budgets 19
ARTICLE 8. REPORTS 20
8.1 Annual Financial Statements 20
8.2 Other Reporting Requirements 21
ARTICLE 9. EFFECT AND DURATION OF COVENANTS 21
ARTICLE 10. EFFECT OF VIOLATION OF THE TERMS AND PROVISIONS OF THIS
OPERATING AGREEMENT 21
ARTICLE 11. DEFAULTS, REMEDIES AND TERMINATION 22
11.1 Defaults General 22
11.2 Institution of Legal Actions 23
11.3 Applicable Law 23
11.4 Rights and Remedies are Cumulative 23
11.5 Remedies and Rights of Termination 23
11.6 Right to Perform Developer's Obligations 24
11.7 Non-Recourse Liability 24
ARTICLE 12. GENERAL PROVISIONS 25
12.1 Notices, Demands, and Communications Between the Parties 25
12.2 Conflict of Interests 26
12.3 Warranty Against Payment of Consideration for Operating Agreement 26
12.4 Nonliability of Officials, Employees and Partners 26
12.5 Enforced Delay Force Majeure]: Extension of Time of Performance 26
12.6 Books, Records and Audits 27
12.7 Approvals 27
12.8 Construction and Interpretation of Operating Agreement 28
ARTICLE 13. DISCLAIMER OF RESPONSIBILITY 29
ARTICLE 14. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 29
ii
BIB]
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LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
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MAKE-U012
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REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
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AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
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AGREEMENTS-U012
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THE-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UW��OPERATING AGREEMENT
THE REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY,
CALIFORNIA Agency") and COMMUNITY HOUSING IMPROVEMENT SYSTEMS &
PLANNING ASSOCIATION, INC., a California nonprofit public benefit corporation
Developer") hereby agreeas of this 2011 as follows:
Recitals
A. Developer is or will be the owner of that certain real property located in Castroville,
California and commonly known as Sea Garden Apartments, which will be approximately 3.4
acres of a larger 4.8 acre parcel, more particularly described in Exhibit A attached hereto the
Property") which description is subject to change upon recordation of a final map subdividing
the larger parcel).
B. Agency and Developer have entered into that certain Subsequent Agreement dated as of
the date hereof Agreement"), respecting the development, financing, construction,
management and operation of the Property as an affordable housing project Project"). The
Agreement is incorporated herein by this reference.
C. Pursuant to the Agreement, Developer will undertake and be responsible for the
development and operation of the Project pursuant to the terms of the Agreement.
D. Agency has assisted Developer in the financing of the Project and has assisted with costs
associated with acquisition and development costs of the Project, which includes a total of 59
residential rental units, related infrastructure and community facilities.
E. Developer has agreed to operate, use and maintain the Property and the Project in
accordance with this Operating Agreement.
Now, therefore, in consideration of their mutual promises set forth herein, the Agency
and Developer hereby agree as follows:
ARTICLE 1. SUBJECT OF AGREEMENT
1.1 Definitions
All capitalized terms used in this Operating Agreement and not expressly defined herein
have the respective meanings set forth in the following list of defined terms:
Affiliate" means any entity which is under the Control of or who Controls Developer or
a wholly owned subsidiary of Developer.
Agency" means the Redevelopment Agency of the County of Monterey, California, a
public body, corporate and politic. Unless specifically provided otherwise in this Agreement, any
requirement in this Agreement that a matter is to be approved by the Agency" shall be satisfied
by the written approval by the Executive Director of the Agency.
1
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
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THE-U07
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A.-U07
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&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
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SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UX��Agency Loan" shall mean a maximum of $2,300,000 in loan amounts disbursed for
payment of Project Costs in accordance with the Subsequent Agreement.
Agency Loan Documents" shall mean the Loan Agreement and Promissory Note
between Agency and Developer, and other security instruments or other agreements and
documents to be executed by Developer and/or Agency in connection with the Agency Loan.
Agreement" means that Subsequent Agreement between Agency and Developer dated as
of the Effective Date of the Subsequent Agreement.
Annual Fees" shall mean a partnership management fee of $12,000, increasing by 3%
annually, and an investor asset management fee not to exceed $5,000 increasing by 3% annually.
Annual Income" shall mean the total annual income of all persons in a household as
calculated in accordance with 24 CFR 92.203.
Business Day" shall mean a day which is not a Saturday or Sunday or a day on which
banking institutions located in New York or California are authorized or required to remain
closed.
Certificate of Occupancy" means the certificate issued by the County of Monterey
certifying that the Property may be occupied as intended, pursuant to the Agreement.
Completion" means the point in time when each of the conditions set forth in Section
4.24 of the Subsequent Agreement shall have occurred, as evidenced by the issuance of the
Certificate of Completion in accordance with Section 4.24 of the Agreement.
Control" means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a corporation, joint venture or partnership.
County" means the County of Monterey, a political subdivision of the State of
California.
Covenants" means the Regulatory Agreement and Declaration of Restrictive Covenants,
substantially in the form attached to the Agreement as Exhibit I."
Default" shall have the meaning set forth in Section 11.1 hereof.
Deferred Development Fee" means the portion of the Development Fee that is not paid
from development proceeds,, including all partner capital contributions.
Developer" shall mean Community Housing Improvement Systems & Planning
Association, Inc., a California nonprofit public benefit corporation.
Financing Documents" shall mean those documents necessary to finance the
development of the Project pursuant to the Agreement, and identified in Exhibit E" to the
Agreement, describing the approved Estimate of Project Costs and Approved Financing Sources.
2
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UY��Force Majeure" or Force Majeure Event" shall mean the following events, provided
that they actually delay and interfere with the timely performance of the matter to which it would
apply and despite the exercise of diligence and good business practices are or would be beyond
the reasonable control of the party claiming such interference: War; insurrection; strikes; lock-
outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy;
epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental
restrictions or priority; litigation including litigation challenging the validity of this transaction or
any element thereof; unusually severe weather; inability to secure necessary labor, materials or
tools; delays of any contractor, subcontractor, or suppliers other than the general contractor);
acts of the other party; acts or failure to act of any Governmental Authority except acts or
failure to act of the Agency shall not excuse performance by such party); the imposition of any
applicable moratorium by a Governmental Authority; or any other causes which despite the
exercise of diligence and good business practices are or would be beyond the reasonable control
of the party claiming such delay and interference. Notwithstanding the foregoing, none of the
foregoing events shall constitute a Force Majeure Event unless and until the party claiming such
delay and interference delivers to the other parties written notice describing the event, its cause,
when and how such party obtained knowledge, the date the event commenced, and the estimated
delay resulting therefrom. Any party claiming a Force Majeure Delay shall deliver such written
notice within fifteen 15) days after it obtains actual knowledge of the event. No Force Majeure
Event excuses or extends timely performance of financial obligations.
Force Majeure Delay" shall mean any delay in commencing or completing performance
of any obligation under this Operating Agreement, proximately caused by the occurrence of any
Force Majeure Event; provided that no credit or extension of time shall be granted for the period
of delay between the time a party claiming a Force Majeure Delay is required to give notice of a
Force Majeure Event and the time the party actually gives such notice.
Governmental Authority" means the United States, the State of California, the County of
Monterey or any other political subdivision in which the Project is located, and any court or
political subdivision, agency or instrumentality having jurisdiction over the Project.
Gross Income" means: a) all rents and payments received by Developer from tenants
and occupants for the use and occupancy of the Project including revenue from laundry
facilities) but shall not include any security deposits unless and until such deposits have been
forfeited by tenants and are payable to Developer) or insurance or condemnation proceeds
except as paid to Developer for loss of rents);
Housing Manager" shall mean CHISPA Housing Management, Inc. or such other
management company, approved by the Agency pursuant to Section 6.4 of this Operating
Agreement, under contract with Developer who is responsible for the management and
operations of the Project.
Insurance Policies" shall have the meaning set forth in Section 2.3 of this Operating
Agreement.
Low Income Household" shall mean a household with an Annual Income that does not
exceed eighty percent 80%) of Area Median Income, adjusted for Actual Household Size.
3
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
UZ��Net Income" means Gross Income minus Operating Expenses, Deferred Development
Fees and permitted Annual Fees. In this project, net income is the same as Residual Receipt"
income.
Operating Expenses" means the following and related expenditures required to be made
for the operation or use of the Project or any portion thereof, which are reasonable and normal in
business enterprises similar to the Project: Required debt service; trustee's and issuer's fees and
any other periodic cost; payroll and payroll taxes and expenses; employee benefits; real estate
and personal property taxes and assessments, if any; in lieu taxes to the County of Monterey;
license and permit fees; charges for public services such as water and sewer and all utility
charges for gas and electricity; goods, commodities, materials, equipment, furnishings, fixtures
to the extent that such equipment, furnishings and fixtures are not included in Project Costs or
paid for out of the Replacement Reserve); painting, cleaning, maintenance and repair expenses
and services; premiums and payments to meet any deductible requirement under any of the
Insurance Policies to the extent that such payments are not paid for out of the Replacement
Reserve); pest control; gardening; rubbish removal; security services; insurance premiums;
advertising and promotion paid to unrelated third parties; an annual loan monitoring fee of
$4,000 payable to the Agency, leasing commissions paid to unrelated third parties; property
management fee provided any such property management fee shall not include any payment of
any item which is deducted separately as Operating Expenses); payments to the Replacement
Reserve; repayment of any operating deficit loans to a partner; payment of any tax credit
adjusters due to the limited partner; accounting and legal expenses directly attributable to the
Project which are customarily incurred in the operation of projects comparable to the Project;
and the cost of preparing any audit or report required by the Agreement, or this Operating
Agreement. Provided, that Operating Expenses shall not include long term capital
improvements, repairs or replacements paid out of insurance proceeds received by Developer or
any affiliate connected to Developer and related to the Property, or depreciation of buildings or
other similar non-cash items of expense or deduction from income.
Permitted Developer Transfer" means any disposition of Developer's interest in this
Operating Agreement and/or the Project to a) another partnership in which an affiliate of
Developer is a general partner and directly or indirectly maintains managerial control, or b) an
affiliate of Developer or another nonprofit public benefit corporation under common control with
Developer in accordance with this Operating Agreement, and with respect to which the Agency
reasonably determines that the resulting entity has the experience and ability to perform
Developer's obligations hereunder.
Project" shall mean the development and construction of 59 rental units the Housing
Units") and related development, including the features and amenities described in the
Agreement, constructed pursuant to the Agreement.
Project Costs" shall have the meaning ascribed to such term in the Agreement.
Property" means that property in the County of Monterey and described in the Legal
Description" attached to the Agreement as Exhibit A" and incorporated herein by reference,
which description is subject to change upon recordation of a final map subdividing the larger
parcel.
4
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U[��Replacement Reserve" shall mean a reserve for capital improvements, as provided in
Section 2.5 of this Operating Agreement.
Subsequent Work of Improvement" shall mean any alteration of, addition to, demolition
or change in the Project which occurs following Completion, but excluding any Punch List items
that are completed subsequent to Completion.
Very Low Income Household" shall mean a household with an Annual Income that does
not exceed fifty percent 50%) of Area Median Income, adjusted for Actual Household Size.
Year" shall mean the first calendar year period after the first disbursal of the Agency
Loan, and each subsequent calendar year period thereafter.
1.2
Purpose of Operating Agreement
a) The purpose of this Operating Agreement is to set forth the agreement of
the parties concerning the operation, use and maintenance of the Property and the Project during
the term hereof.
Developer.
b)
The Property is located in the County of Monterey, and will be owned by
c) In the event that any general provision of this Section 1.2 conflicts with
any specific provision of this Operating Agreement, the specific provision shall be deemed to
prevail.
1.3 Parties to the Agreement
1.4 The Agency
a) The Agency is a public body, corporate and politic, exercising
governmental functions and powers, and organized and existing under the Community
Redevelopment Law of the State of California California Health and Safety Code Sections
33000 et sue).
b) Agency" as used in this Agreement includes The Redevelopment Agency
of the County of Monterey, California and any successor to its rights, powers and
responsibilities.
1.5 Developer
a) Developer is Community Housing Improvement Systems & Planning
Association, Inc., a California nonprofit public benefit corporation.
b) Developer" as used in this Agreement includes Developer, as of the date
hereof, and any assignee or successor to its rights, powers and responsibilities as the result of a
permitted Developer Transfer or otherwise approved by the Agency pursuant hereto.
5
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
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&-U08
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CHISPA-U012
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ALTER-U012
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THE-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
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APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U\��1.6 Prohibition Against Change in Ownership, Management and Control of
Developer
a) The qualifications and identity of Developer are of particular concern to
Agency. It is because of those qualifications and that identity that Agency has entered into this
Operating Agreement with Developer. Except for a Permitted Developer Transfer, no voluntary
or involuntary successor in interest of Developer shall acquire any rights or powers under this
Operating Agreement except as expressly set forth herein.
b) During the term of this Operating Agreement, except for a Permitted
Developer Transfer, or as specifically permitted by this Operating Agreement, Developer shall
not assign all or any part of this Operating Agreement or any right herein, nor make any total or
partial sublease, sale, transfer, conveyance or assignment of the whole or any part of the Property
or the Project thereon, or appoint or hire a Housing Manager or other management agent for the
Property, or enter into an agreement to do any of the foregoing, or accomplish any of the
foregoing indirectly, without the prior written approval of the Agency, which approval the
Agency may withhold or condition in its sole discretion. This prohibition shall not be deemed to
prevent the granting of easements or permits to facilitate construction of the Project pursuant to
Article 3, or to prohibit or restrict the renting for occupancy of residential units pursuant to
Section 5.2. The provisions of this Section 1.6 shall not apply to Permitted Developer Transfers.
c) Any transfer of Developer's interests, change in the identity of Developer,
or the management of the Property not approved by Agency in accordance with this Section 1.6
shall be a Default, entitling Agency to exercise any rights set forth in this Operating Agreement.
Notwithstanding this Section, the following transfers are hereby approved:
1) The transfer of the Property, the Loan and this Agreement to a
limited partnership, the managing general partner of which is Community Housing Improvement
Systems and Planning, Inc., a California nonprofit public benefit corporation Partnership").
2) The admission of an investor limited partner to the Partnership.
3) A transfer by such investor to an entity in which the investor or an
affiliate thereof is the general partner or managing member.
4) The removal of the general partner by the investor limited partner
for a default under the partnership agreement provided the replacement general partner is an
affiliate of the investor limited partner; and provided further that any transfers of the general
partner interest to a person that is not an affiliate of the limited partner, such unaffiliated
proposed general partner shall be subject to the prior approval of the Agency, not to be
unreasonably withheld.
5) The transfer of the limited partner interest to the general partner
after the expiration of the Credit Period as defined in Section 42 of the Internal Revenue Code
of 1986, as amended).
d) Any proposed transferee who is approved by the Agency, as required by
paragraph b), shall have the experience, qualifications and financial ability necessary to fulfill
6
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U]��I
the obligations undertaken in this Operating Agreement by Developer, shall expressly assume all
of the obligations of Developer under this Agreement and shall agree, in a written agreement
with Agency, to be subject to all of the conditions and restrictions to which Developer is subject
pursuant to this Operating Agreement. Developer shall submit to Agency for review all
instruments and other legal documents proposed to effect any transfer of Developer's interest,
and any other information requested by Agency to assist in its consideration of such transfer.
e) The written approval by Agency of a transfer shall constitute a release of
the party seeking transfer from its obligations arising hereunder after the date of the transfer, but
only to the extent expressly assumed in writing by the permitted transferee. In the absence of
such written approval by Agency, and the written assumption by the permitted transferee, no
unauthorized sale, lease, transfer, conveyance or assignment of the Property, the Project, or any
part thereof or interest therein shall be deemed to relieve Developer or any other party from any
obligations under this Operating Agreement.
1.7 No Encumbrances Except the Financing Documents
a) Notwithstanding Section 1.6, the Covenants and the Agency Loan
Documents, together with the Financing Documents, are the only liens and encumbrances
permitted to be recorded against the Property and the Project. Nothing in this Section 1.7 shall
prohibit the recordation of a memorandum of lease or security instruments in connection with
laundry leases, subject to the reasonable approval of the Agency.
b) Developer shall promptly notify the Agency of any known security
instrument or security interest relating thereto that may be created or attached to the Property or
the Project whether by voluntary act of Developer or otherwise.
1.8 Term of Operating Agreement
a) The term of this Operating Agreement shall commence upon the issuance
of the Certificate of Occupancy for the Property.
b) This Operating Agreement shall terminate upon the expiration of fifty-five
55) years from the date of the last issuance of a Certificate of Occupancy for the Property, or the
repayment of all Agency Loans, whichever occurs last.
ARTICLE 2. MAINTENANCE OF THE PROPERTY
2.1 Prohibition of Waste and Obligation to Maintain the Property
Throughout the term of this Operating Agreement, Developer shall not commit or suffer
to be committed any material waste or impairment of the Property or the Project, or any part
thereof, and shall maintain the Project in a first-class manner that is comparable to similar
residential developments in the County of Monterey, to the reasonable satisfaction of the
Agency.
2.2 Indemnification
7
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
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OF-U07
THE-U07
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OF-U07
THE-U07
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OF-U07
MONTEREY:-U07
A.-U07
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A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
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OFFICE-U012
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MAKE-U012
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REVISIONS-U012
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THE-U012
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DO-U012
MATERIALLY-U012
ALTER-U012
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ON-U012
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IN-U012
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FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U^��a) Subject to the limitations set forth in Section 11.7, below, as a material
part of the consideration to Agency, Developer agrees and shall indemnify, defend and hold
harmless the Agency, the County, and their respective officers, agents and employees, from and
against any and all claims, liabilities and losses whatsoever including but not limited to,
damages to property, and injuries to or death of persons, court costs and attorneys fees) occurring
or resulting to any and all persons, firms or corporations furnishing or supplying work, services,
materials, or supplies in connection with the development of the Project, and from any and all
claims, liabilities and losses occurring or resulting to any person, firm or corporation for damage,
injury or death arising out of or connected with Developer's performance of this Operating
Agreement, including but not limited to any such claims, liabilities or losses which arise out of
the performance of this Operating Agreement for the operation of the Project. This
indemnification and hold harmless obligation shall not extend to any claim arising solely from
the gross negligence or willful misconduct of the Agency, the County, their respective agents,
and their respective employees. Developer's performance includes Developer's action or
inaction and the action or inaction of Developer's partners, employees, agents, contractors and/or
subcontractors.
b) The provisions of this Section 2.2 shall survive the termination of this
Operating Agreement.
2.3 Obligation to Maintain Insurance
Developer shall, and shall cause any contractor making substantial improvements
pursuant to Section 3.1 to, procure or shall have procured and continuously maintain such
insurance policies as are required under this Section 2.3 individually an Insurance Policy" and
collectively the Insurance Policies").
2.3.1 Insurance Policies
Developer shall procure or cause to be procured and maintain or cause to be maintained
in full force and effect the following Insurance Policies:
a) Commercial General Liability Insurance. Comprehensive or commercial
general liability insurance, with limits not less than $2,000,000 each occurrence combined single
limit for Bodily Injury and Property Damage, including coverages for Contractual Liability,
Personal Injury, Broadform Property Damage, Products and Completed Operations; and
including supplementary coverage of Blanket Contractual.
b) Worker's Compensation Insurance. Worker's compensation insurance in
accordance with California Labor Code Section 37000, with a minimum of $ 1,000,000 per
occurrence for Employer's Liability, covering all persons employed by Developer in connection
with this Agreement and with respect to whom death, bodily injury, or sickness insurance claims
could be asserted against Developer or the Agency or County; and
c) Automobile Liability insurance with limits not less than $1,000,000 each
occurrence combined single limit for Bodily Injury and Property Damage, including coverages
for owned, non-owned and hired vehicles, as applicable; and
8
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
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AI103244-U03
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294-HOUSING-U08
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CHISPA-U012
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$2,300,000-U012
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APARTMENTS;-U012
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THE-U012
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C.-U012
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IN-U012
THE-U012
FY2011-12-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U_��d) Property and Fire Insurance covering the entire Site, in an amount
sufficient to replace the Housing Units.
e) Flood Insurance, to the extent all or a portion of the Property is located in
a flood zone, in an amount sufficient to replace the affected Housing Units and related
infrastructure.
f) Builder's Risk Insurance. Throughout the course of any Subsequent Work
of Improvement that is substantial" as defined in Section 3.1 hereof), coverage of the type now
known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk
100% Value Non-Reporting Form. Such insurance shall insure against direct physical loss or
damage by fire, lightning, wind, storm, explosion, collapse, underground hazards, flood,
vandalism, glass breakage and such other causes as are covered by such form of insurance. Such
policy shall include i) an endorsement for earthquake, unless earthquake insurance is not
commercially available at reasonable cost Agency and Developer acknowledge that earthquake
is not currently commercially available at reasonable cost), ii) an endorsement for broad form
property damage, breach of warranty, demolition costs and debris removal, iii) a Replacement
Cost Endorsement" in amount sufficient to prevent Developer from becoming a co-insurer under
the terms of the policy, but in any event in an amount not less than 100% of the then full
replacement cost, to be determined at least once annually and subject to reasonable approval by
Agency and iv) an endorsement to include coverage for budgeted soft costs. The replacement
cost coverage shall be for work performed and equipment, supplies and materials furnished to
the Property or any adjoining sidewalks, streets and passageways, or to any bonded warehouse
for storage pending incorporation into the work, without deduction for physical depreciation and
with a deductible not exceeding $25,000 per occurrence except that earthquake coverage shall
carry a deductible equal to 5% of the policy amount, or such other deductible amount as the
Agency may determine is acceptable, in light of the cost of the premium for such insurance.
2.3.2 Requirements Regarding Insurance
Each Insurance Policy required under Section 2.3.1 or the particular Insurance Policies
specified below) shall:
like coverage;
a) Be in form and substance as is then standard in California for policies of
b) Be issued by insurance carriers acceptable to the Agency and authorized to
transact insurance business in the State of California;
c) Provide coverage on an occurrence basis;
d) Provide that the Insurance Policy cannot be canceled, suspended, lapsed or
modified upon less than 30 days' prior written notice by registered or certified mail to Developer
and Agency; provided, however, that if Developer demonstrates to the satisfaction of the Agency
that it is not commercially feasible to obtain an insurance policy having such a provision, it shall
be sufficient if the Insurance Policy provides that the insurance carrier will use reasonable efforts
to provide such notice to the Agency before the Insurance Policy is canceled, suspended, lapsed
or modified;
9
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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DOCUMENTS-U03
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16749-U05
1-U06
ACTING-U07
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THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
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EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
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AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
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THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U`��e) With respect to the Insurance Policies described in Sections 2.3.1(a), b)
and c), i) name Agency, and the County of Monterey and their respective board members,
commissioners, directors, officers and employees as additional insured as their interests appear,
ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all
additional insured, iii) provide that the insurance of the Additional Insured shall not be called
upon to contribute to a loss covered by Developer's insurance;
f) All policies of insurance provided for in this Article shall be maintained
continuously so long as any Agency Note is outstanding. Should any of the required insurance
be provided under a form of coverage that includes an annual aggregate limit or provides that
claims investigation or legal defense costs be included in such annual aggregate limit, such
annual aggregate limit shall be three times the occurrence limits specified above. Insurance
proceeds shall be used to repair such damage or destruction in the manner set forth in this
Agreement.
2.3.3 Delivery of Insurance Policies
After delivery of each initial Insurance Policy pursuant to Section 3.7 of the Agreement,
not less than 30 days prior to the expiration date of each Insurance Policy required under Section
2.3.1, Developer shall deliver to the Agency: a) a complete certified copy of each such
Insurance Policy or renewal or replacement Insurance Policy provided, however, that if the
insurance carrier agrees in writing to provide such certified copy to the Agency upon request,
delivery of a certificate of insurance shall be sufficient for purposes of this clause a)]; b)
satisfactory evidence of payment of the premium therefor; and c) a certificate of the insurance
broker or agent in form reasonably satisfactory to Agency stating the identity of all carriers,
identity of named and additional insured, type of coverage, description of all endorsements,
policy limits, deductibles, subrogation waiver, other essential policy terms e.g. full replacement
coverage, tail periods, etc.) and a statement of non cancellation consistent with Section 2.3.2(d).
If Developer has not provided Agency with the foregoing proof of coverage and payment within
ten 10) business days after receipt of written request therefore, the Agency may, in addition to
any other available remedy, without obligation and without further inquiry as to whether such
insurance is actually in force, obtain such an Insurance Policy and Developer shall reimburse the
Agency for the cost thereof upon demand.
2.3.4 Co-Insurer Liability
If on account of Developer's failure to comply with the provisions of this Section 2.3
either Agency or the County of Monterey is adjudged to be a co-insurer by an insurance carrier,
then any loss or damage it shall sustain by reason thereof shall be borne by Developer which
shall immediately pay the same upon receipt of written demand therefor and evidence of such
loss or damage.
2.3.5 Compliance with Insurer's Requirements
Developer shall observe and comply with the requirements of all Insurance Policies.
Developer also shall perform and satisfy the reasonable requirements of insurance companies
writing such types of Insurance Policies so that at all times companies of good standing and
10
BIB]
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OF-U012
THE-U012
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IN-U012
THE-U012
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175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ua��meeting the requirements of Section 2.3.2(b) shall be willing to write or to continue such
coverage. Developer shall at all times comply with all rules, regulations, orders and
requirements of any recognized organization which establishes fire ratings for structures such as
the improvements at the Project.
2.3.6 Blanket Insurance
Any insurance coverage required in this Section 2.3 may be effected by a policy or
policies of blanket insurance; provided that a) the Project or, in the case of errors and omissions
coverage, the contract) is specifically identified therein, by endorsement or otherwise, as
included in the coverage provided; b) the amount of the total insurance allocated to the Project
or contract) shall be such as to furnish protection equivalent to that which would be afforded by
separate Insurance Policies in the amounts herein required; and c) in all other respects any such
blanket policy or policies shall comply with all other provisions of this Section 2.3. In any such
case Developer shall deliver to Agency a certified copy of such policy.
2.3.7 No Limit on Liability
Agency makes no representation that the limits of liability specified for the Insurance
Policies to be carried pursuant to this Section 2.3 are adequate to protect Developer against its
undertakings under this Operating Agreement, or to protect any general contractor, architects,
engineers or other consultants against their respective undertakings. In no event shall the limits
of any coverage maintained or caused to be maintained by Developer limit Developer's liability
under this Operating Agreement or limit the liability of any general contractor, architect,
engineer or other consultants under their respective contracts, warranties, guarantees and
indemnities, Agency shall not be limited to the amount of the insurance premium not paid in the
proof of any damages any of them may claim against Developer or any other person arising out
of or by reason of failure of Developer, any general contractor, architects, engineers or other
consultants to provide and keep in force the Insurance Policies required by this Section 2.3; but
Agency shall instead be entitled to recover the full amount of damages available.
2.4 Maintenance and Repairs
Developer agrees to operate and maintain the Property and Project during the term hereof
without expense to Agency and the County of Monterey, and to perform all repairs and
replacements necessary to maintain and preserve the Property and Project in a decent, safe,
operable and sanitary condition and in compliance with all Governmental Requirements.
Developer agrees to keep the Property and the Project clean and clear of refuse, graffiti and
obstructions, and to dispose of all garbage, trash and rubbish in a neat and orderly manner and in
compliance with all Governmental Requirements. Developer agrees that Agency and the County
shall not be required to perform any maintenance, repairs, or services or to assume any expense
in connection with the Property or Project.
2.5 Replacement Reserve
Not later than 24 months after Completion, as defined in the Agreement), Developer
shall establish, fund and thereafter maintain, in a depository approved by the Agency, a reserve
11
BIB]
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175,-U012
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BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ub��fund the Replacement Reserve") to be used exclusively for capital repairs and replacements in
accordance with this Section 2.5.
a) The Replacement Reserve shall remain in the form of cash or shall be
invested exclusively in investments that are reasonably approved by Agency. Interest earned on
the Replacement Reserve shall be added to the Replacement Reserve.
b) Developer shall have sole signature authority to expend funds from the
Replacement Reserve account; provided, however, that any disbursement shall be for the sole
purpose of replacing structural elements or capital equipment of the Project, or for any other
Project capital expenditure consistent with maintaining the physical integrity of the Project. For
purposes of this Operating Agreement, capital" expenditures or equipment are those having an
expected useful life of five years or more.
c) Developer shall deposit into the Replacement Reserve an amount equal to
$600 per unit for the first year of operation, and shall make the same level of deposit each year
for fifty-five 55) years
d) Developer shall include in its annual budget report any expenditure from
the Replacement Reserve account that has been made since the last report, the current balance in
the Replacement Reserve, and the expenditures from the Replacement Reserve anticipated to be
made in the next year. In addition, Developer shall prepare and provide to the Agency a written
report on any unanticipated expenditure of funds from the Replacement Reserve, as soon as
possible but in any case not later than the end of the quarter in which such expenditure is made.
2.6 Standard of Maintenance
Any completed work of maintenance or repair shall be at least equal in value, quality and
utility to the condition of the improvements before the event giving rise to the work. If
maintenance or repairs can be effected more efficiently or at less cost than the work corrected or
replaced, but without sacrificing quality or utility, Developer shall not be required to effect work
of maintenance or repair of equal value to the improvements corrected or replaced.
ARTICLE 3. ALTERATION OF PROJECT AND ADDITIONS
3.1 Agency Approval Required
Developer shall not make or permit to be made any substantial Subsequent Work of
Improvement, without the prior written consent of the Agency. In granting its approval, Agency
shall have the right to impose reasonable conditions respecting the proposed work to be
performed, comparable to the requirements and conditions set forth in the Agreement respecting
the Work of Improvement. In requesting such consent, Developer shall submit to Agency
detailed plans and specifications of the proposed work and an explanation of the need and
reasons therefor. As used herein, substantial" shall mean at a cost in excess of $100,000, and
shall exclude: a) installation or replacement of fixtures, furnishings, equipment, and tenant
improvements; b) painting, cleaning and similar work; and c) work required by law or pursuant
to an emergency. Costs shall be aggregated and treated as part of a whole alteration, change or
work of improvement for purposes of the preceding sentence if they arise out of, relate to or
12
BIB]
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PROJECT,-U012
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NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uc��address a common event, circumstance or undertaking. In the event of any uncertainty
concerning aggregation or concerning an exclusion from the approval requirement, this provision
shall be liberally construed in favor of aggregation and the requirement for approval.
3.2 Labor Standards
Developer shall comply, and require all contractors and subcontractors employed
pursuant to this Article 3 to comply with all applicable labor standards provisions of the
California Labor Code and Federal law.
3.3 Notice of Nonresponsibility
Within 10 days prior to commencement of any Subsequent Work of Improvement costing
in excess of $25,000, Developer shall give the Agency advance notice in writing of intention to
begin said activity in order that non-responsibility notices may be posted and recorded as
provided by State and local laws.
3.4 Contractor's Bonds
If Developer hires a general contractor that is not an affiliate of Developer, then
Developer agrees to procure, or cause the procurement of, contractor's payment and performance
bonds covering labor, materials and faithful performance for any Subsequent Work of
Improvement exceeding a cost of One Hundred Thousand Dollars $100,000). Each such bond
shall be in the amount equal to one hundred percent 100%) of the estimated cost of construction
as reasonably approved by the Agency. Said bonds and the construction contract must first be
approved in writing as to content and form by the Agency. Developer shall, prior to
commencement of construction, deliver to the Agency a certificate from a bonding company
issuing the aforesaid bonds naming the Agency as an additional insured under said bonds.
Developer may substitute one or more letters of credit in form and substance reasonably
satisfactory to the Agency in lieu of such contractor's bonds.
3.5 No Limitation on Obligation to Maintain
This Article 3 shall not limit or set aside any obligation of Developer under this
Operating Agreement to maintain the Property in a decent, safe and sanitary condition, including
structural repair and restoration of damaged or worn improvements. The Agency shall not be
obligated by this Operating Agreement to make any improvements to the Property or to assume
any expense therefor.
ARTICLE 4. FINANCIAL PROVISIONS
4.1 Collection of Gross Income
Developer shall collect and obtain all Gross Income, and shall have the right and
obligation to pay all Operating Expenses. Developer shall apply Gross Income first to pay all
Operating Expenses. The maximum operating expenses for the first year of operation shall be as
shown in the operating budget approved by the State of California Department of Housing and
Community Development HCD"). Subsequent annual operating budgets will be the HCD
13
BIB]
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LOAN-U02
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LI21329-U03
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THE-U012
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OF-U012
THE-U012
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IN-U012
THE-U012
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FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ud��approved budget provided that the annual increase in Operating Expenses does not exceed 3.5%.
If the annual increase does exceed 3.5%, Developer shall submit the annual budget to the
Agency's Housing and Redevelopment Office for review and approval.
4.2 Priorities in the Use of Gross Income
a) After paying all Operating Expenses and Annual Fees, the remaining Net
Income Residual Receipts) shall be used to repay any outstanding Agency Loans as well as
outstanding Financing Documents, pursuant to the terms thereof. The amount of residual receipt
payments shall be calculated so that they are proportional to the Agency's percentage share of
total financing in comparison to loans funded with monies, based on final Agency and HCD
funding as will be specified in the HCD Regulatory Agreement to be recorded against the
Property.
b) For purposes of calculating the Net Income, Net Income Residual
Receipts) shall mean Gross Income minus the sum of Operating Expenses, Deferred
Development Fee and Annual Fees, based on the annual audit in accordance with the approved
Operating Budget. Subsequent calculations of residual receipts shall be in conformance with
Section 4.1 with regard to increase in Operating Expenses.
ARTICLE 5. USE OF THE PROPERTY
5.1 Permitted Uses
Developer agrees to use the Property and the Project for the Residential uses specified in
this Agreement.
5.2 Residential Uses
5.2.1 Developer shall use the Property for the residential uses described in this
Agreement and in the Covenants. The requirements of this Section 5.2 shall continue in effect
for fifty-five 55) years from the date of the issuance of a Certificate of Occupancy for the
Property. Notwithstanding any provision hereof, in the case of any conflict between the
requirements of this Section 5.2, and the requirements of any applicable regulatory agreement,
such regulatory agreement shall prevail during the term thereof.
5.2.2 Developer agrees that occupancy of 28 of the dwelling units in the Project
shall be restricted to low and very low income households. The primary use of the Project shall
be permanent, affordable rental housing.
5.2.3 Household income limits for low and very low income households shall be
based on area median incomes published annually by the United States Department of Housing
and Urban Development HUD) for the County of Monterey. Eligibility to occupy a unit in the
project shall be based on the income definitions of very low and low income households as
described in Section 1.1 of this Agreement.
5.2.4 Developer shall not charge rents for the units in excess of the respective
amounts set forth in Section 5.2.5., as such rents may be adjusted from time-to-time on the basis
14
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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MG99940-U03
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MONTEREY:-U07
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294-HOUSING-U08
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SUBSEQUENT-U012
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AGREEMENT,-U012
PROMISSORY-U012
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DEED-U012
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TRUST-U012
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AGREEMENT,-U012
DECLARATION-U012
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CHISPA-U012
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$2,300,000-U012
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APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
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SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
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IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ue��of the revised schedules of area median incomes published approximately annually by the United
States Department of Housing and Urban Development HUD"). Agency shall notify
Developer in writing of changes, if any, to the applicable maximum incomes and rents prior to
the initial rent-up of the units, and subsequently, as such revised schedules are announced by
HUD.
the following:
5.2.5 The maximum monthly rent, including utility allowance, shall not exceed
Very Low Income Units: One-twelfth 1/12) of thirty percent 30%) of fifty
percent 50%) of Area Median Income, adjusted for bedroom size
Low Income Units: One-twelfth 1/12) of thirty percent 30%) of sixty percent
60%) of Area Median Income, adjusted for bedroom size
The foregoing maximum incomes and rents shall be subject to annual adjustment
as provided in Section 5.2.4. During the period that the Project is subject to the tax credit
regulatory agreement, the adjustment shall be based on imputed household size of 1.5 persons
per bedroom.
5.2.6 Developer shall submit to Agency an annual report the Annual Housing
Report") required by Health and Safety Code Section 33418. The Annual Housing Report shall
include for each unit the rental rate and the income and family size of the occupants. The
income information shall be supplied by the tenant in a certified statement on a form provided by
Agency. Developer shall submit the Annual Housing Report on or before the end of the first
calendar quarter of the year following the year covered by the Annual Housing Report.
Developer shall provide for the submission of such information in its leases with tenants of units.
5.2.7 Developer, and any such successors and assigns, shall operate the
Residential Units in accordance with the Management Plan described in Section 6.2.
5.3 Obligation to Refrain from Discrimination
Developer covenants and agrees for itself, and agrees to cause its successors, assigns and
every successor in interest to the Property or any part thereof to covenant and agree, that there
shall be no discrimination against or segregation of any person, or group of persons, on account
of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer, or
any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees, or vendees of the Property.
5.4 Form of Nondiscrimination and Nonsegregation Clauses
Developer shall refrain from restricting the sale, lease, sublease, rental, transfer, use,
occupancy, tenure, or enjoyment of the Property or any part thereof) on the basis of race, color,
creed, religion, sex, marital status, national origin or ancestry. All such deeds, leases, or
15
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uf��contracts pertaining thereto shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
1) In deeds: The grantee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin or ancestry, in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee
itself or any person claiming under or through it, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed.
The foregoing covenants shall run with the land."
2) In leases: The lessee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or through them, and this lease is made
and accepted upon and subject to the following conditions: That there shall be no discrimination
against or segregation of any person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, renting,
transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself,
or any person claiming under or through it, establish or permit such practice or practices of
discrimination or segregation with reference to the selection, location, number, or occupancy of
tenants, lessees, sublessees, tenants, or vendees in the land herein leased."
3) In contracts: There shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed, religion, sex,
marital status, national origin or ancestry, in the sale, lease, sublease, rental, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming
under or through it, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the land."
5.5 Local, State, and Federal Laws
Developer shall use and operate the Project in compliance with all Governmental
Requirements, including but not limited to all applicable County and State health, safety and
building codes, planning, general plan and zoning requirements.
5.6 Rights of Access; Inspections and Meetings
Agency and its respective agents and representatives shall have the right, without charges
or fees, but not the obligation, to enter the Project at all reasonable times with reasonable notice,
including but not limited to normal business hours, for the purpose of inspecting and reinspecting
the Project or for the purpose of monitoring compliance with this Agreement or the Security
Documents. Developer shall permit entry and full access for such inspections as well as
inspections by a Governmental Authority or its agents or representatives. The representatives of
the Agency shall be identified in writing by the Agency and such representatives shall report to
the management agent prior to any such inspections. Except to the extent of Insurance
16
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ug��maintained or required to be maintained under this Agreement, Agency hereby indemnifies,
defends and holds Developer harmless for any injury or damages arising out of any activity of
any Agency representative performed and conducted on the Property pursuant to this Section 5.6.
ARTICLE 6. MANAGEMENT
6.1 Obligation to Manage Propert
y
Developer shall manage or cause the Property and the Project to be managed in a prudent
and business-like manner, subject to the terms and conditions of this Agreement.
6.2 Management Plan
a) Prior to the Completion, Developer shall prepare and submit to the
Agency for approval a Management Plan for the Project. Approval of the Management Plan
shall be a condition of Completion.
b) Developer shall submit the Management Plan and all necessary supporting
information in such time to permit the Agency to approve, disapprove or conditionally approve
the plan prior to the scheduled Completion Date. At the same time as Developer shall submit the
Management Plan, Developer shall submit a schedule of proposed initial rents for all of the
dwelling units. After approving the Management Plan, the Agency may not thereafter require
changes to the Management Plan, unless the plan as implemented fails to satisfy the
requirements of this Article 6. The Management Plan, including such amendments as may be
approved by the Agency, shall remain in effect for the term of this Agreement.
elements:
c) The Management Plan shall include, without limitation, the following
1) Management Agent: Developer shall submit the name and
qualifications of any proposed management agent the Housing Manager"), who may be an
Affiliate of Developer, or a person or management company not otherwise affiliated with
Developer. The Agency shall base its respective approval or disapproval of the proposed
Housing Manager solely on the experience, qualifications and financial responsibility of the
proposed Housing Manager, as provided in Section 6.4.
2) Management Program: Developer shall describe its proposed
management, maintenance, tenant selection, programming and occupancy policies and
procedures. Such policies and procedures shall be consistent with this Agreement. The
Management Program shall in addition contain an affirmative marketing plan for attracting to the
units tenants from those ethnic and racial groups least likely to reside in the Development in the
absence of outreach efforts, in compliance with HOME Regulations and requirements.
Developer shall be responsible for implementing the approved plan at initial marketing of the
units.
3) Management Agreement: Developer shall submit a copy of the
proposed form of management agreement, specifying the relationship and division of
responsibilities between Developer and the Housing Manager, including the management fee.
17
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uh��4) Lease Agreement: Developer shall submit a copy of any proposed
form of lease or rental agreement to be used in the Project.
6.3 Right of Agency to Require a Change in Property Management
a) Subject to paragraph c) of this Section 6.3, Developer shall without delay
change the Housing Manager including, stepping down as Housing Manager if Developer or
any Affiliate of Developer is the Housing Manager), in the event that Agency provides written
notice to Developer, demanding that the Housing Manager be changed and stating that the
Agency has reasonably determined that:
1)
businesslike manner, or
the Project is not being managed or operated in a prudent or
2) the Housing Manager's management practices are otherwise
inconsistent with the Management Plan or this Agreement, or
3) Developer or the Housing Manager has failed to maintain or
manage the Project as required by the approved Management Plan or this Agreement.
Any such notice shall specify in reasonable detail the facts on which the Agency has
based its determination.
b) In the event Developer receives a notice pursuant to paragraph a) of this
Section 6.3, Developer shall have 15 days following receipt of such notice to submit to the
Agency a written explanation and plan in reasonable detail, to cure or correct the matter
complained of or to reasonably dispute the determination of the Agency). The Agency shall
promptly approve, disapprove or conditionally approve such plan, and provide Developer with a
second notice in writing, setting forth such approval, disapproval or conditional approval. In the
event the Agency disapproves Developer's plan, or Developer disputes the determination of the
Agency or the conditions of a conditional approval, Developer and Agency shall meet and confer
as soon as possible, but in any event within 15 days after such second notice, to attempt to
resolve the matter. In the event that any matter is not resolved to the good-faith satisfaction of
the Agency by the end of such 15-day period, or such extension of such 15-day period as the
Agency may grant, or in the event a plan to cure is approved but the cure is not fully effected
within the period of time provided in the plan or, if no time is provided, within 60 days), then
Developer shall change its Housing Manager or management practices as directed by the
Agency.
c) In the event the Agency is entitled to direct Developer to replace a
Housing Manager pursuant to this Section 6.3, the identity and experience of the replacement
Housing Manager as well as the terms and conditions of the management agreement with the
replacement Housing Manager, shall be subject to the prior written approval of the Agency.
Developer shall be solely responsible for finding and recommending a qualified replacement
Housing Manager.
d) Any contract entered into by Developer for the management of the
Property and the Project shall contain a provision that such management contract shall be subject
18
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ui��to termination by Developer without penalty upon not more than 30 days prior written notice.
Subject to the process described in this Section, Developer shall immediately give notice of
termination of the contract with the Housing Manager to be replaced and retain the replacement
Housing Manager within thirty 30) days after being directed to do so by the Agency, and shall
make arrangements satisfactory to Agency for continuing proper management.
6.4 Management Agent
Developer shall select and hire, or contract with, a management company or individual
Housing Manager or substitute Housing Manager, in accordance with Section 6.3), for the
operation of the Project on the Property such that the Project are operated in a prudent and
business-like manner, maintained in a decent, safe, and sanitary condition in accordance with the
requirements of this Agreement, and the needs of the tenants are met. Any Housing Manager
proposed by Developer shall have demonstrated experience and qualifications in housing
management and shall have the financial responsibility necessary to fulfill its corporate
obligations and liabilities. The selection and hiring of the Housing Manager and all subsequent
Housing Managers shall be subject to the reasonable prior written approval of Agency, which
shall be obtained prior to the awarding of any contract or entering into of any agreement with a
management agent, and Agency may revoke its approval upon determination by such party that
the standards set forth herein have not been satisfied. Agency hereby approves CHISPA
Housing Management, Inc. as the initial Housing Manager.
6.5 Property Management Fees
Property management fees and benefits payable to any property manager shall not exceed
the industry standard competitively charged for comparable buildings and structures in the same
general location as the Project. If a property management agreement generally describes the
basis for a property management fee rather than stating a specific figure, each setting of the
specific property management fee shall be subject to the prior written approval of the Agency,
not to be unreasonably withheld. All property management fees payable to Developer or an
Affiliate shall be reduced pro tanto by the amount of property management fees or comparable
compensation paid to any unaffiliated property manager performing management services. The
initial Project budget may provide for property management fees equal to the industry standard
not to exceed six 6%) of Gross Income without Agency approval.
ARTICLE 7. BUDGET PROCESS
7.1 Operating Budgets Required
Developer shall prepare, maintain and operate the Project in accordance with an annual
Operating Budget which shall be subject to the approval of the Agency, as provided in this
Article 7.
7.2 Preparation and Approval of Operating Budgets
a) Annually, commencing with the first Year during which the Project will
be occupied, Developer shall prepare, and submit to the Agency for approval, an Operating
Budget for the Project. The Operating Budget shall show all budgeted Gross Income and
19
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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DOCUMENTS-U03
7/18/2011-U04
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16749-U05
1-U06
ACTING-U07
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THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uj��Operating Expenses, itemized in line items by source and type for the Year. In a format
substantially similar to the format illustrated in Exhibit B.
b) An Operating Budget shall be submitted for approval not later than
October 31 immediately preceding the Year in question, so that, for example, the Operating
Budget for calendar year 2013 shall be submitted for approval not later than October 31, 2012.
c) Any time during a Year, Developer may submit to the Agency one or
more proposed amendments to an approved Operating Budget.
d) Agency shall promptly review and approve, disapprove or approve with
conditions, in writing, any Operating Budget that is submitted by Developer. During its review,
the Agency may request such reasonable additional information from Developer as may be
required in its analysis of the proposed Operating Budget.
e) Agency shall not unreasonably withhold or condition its approval of an
Operating Budget. Approval or disapproval shall be given within 60 business days after receipt
of the proposed Operating Budget and any additional information reasonably requested by the
Agency.
f) Any Operating Budget that is not approved within 60 business days, as
provided in paragraph e), shall be deemed approved, if the request for such approval is in
writing, delivered to the party whose approval is requested, and includes the following notice, in
bold print and capitalized letters:
NOTICE: FAILURE TO DISAPPROVE THIS PROPOSED OPERATING
BUDGET AMENDMENT] WITHIN 60 BUSINESS DAYS AFTER
RECEIPT SHALL BE DEEMED APPROVAL PURSUANT TO SECTION
7.2 OF THE OPERATING AGREEMENT DATED
BETWEEN COMMUNITY HOUSING IMPROVEMENT SYSTEMS &
PLANNING ASSOCIATION, INC. AND THE REDEVELOPMENT
AGENCY OF THE COUNTY OF MONTEREY.
g) No amendment to any Operating Budget shall be effective unless and until
approved by Agency in writing or deemed approved pursuant to subsection f), above. Approval
of an Operating Budget or amendment thereto shall supersede any previously approved
Operating Budget. Until a subsequent Operating Budget is approved, the most recently approved
Operating Budget shall remain in effect, subject to such amendments as may have been
approved.
ARTICLE 8. REPORTS
8.1 Annual Financial Statements
By April 30 of each year,, Developer shall submit to the Agency an annual audited
financial statement for the Project for the prior calendar year, prepared by an independent
certified accountant selected by Developer, which shall include i) statements of profit and loss,
assets and liabilities of Developer and income and expense and cash flow from operations; ii) an
20
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uk��annual narrative report of all significant activities and significant advantageous and adverse
conditions and events affecting Developer and the Project, prepared by the chief financial
officer(s) of Developer, including but not limited to activities, conditions or events concerning or
affecting design, permitting, construction, financing, marketing, leasing, insurance, management,
operations, damage, destruction, condemnation, revenues or expenditures.
8.2 Other Reporting Requirements
Unless Agency otherwise expressly consents in writing:
a) Reporting. Developer shall maintain a system of accounting established
and administered in accordance with sound business practices to permit preparation of financial
statements in conformity with GAAP or as otherwise disclosed therein;
b) Tax Returns. Developer shall furnish or cause to be furnished to Agency
as soon as available, and in any event not later than at the time of filing with the Internal
Revenue Service, the sections of the federal tax returns and supporting schedules, if any) of
Developer applicable to the Project, if any, if requested by Agency;
c) Certificate of Performance. Concurrently with each of the annual
financial statements provided for in Section 8.2, a certificate of an authorized representative of
Developer, stating, to the best knowledge of such representative, that Developer has substantially
performed and observed each of its covenants contained in this Operating Agreement and that no
material default or event which, with the giving of notice or passage of time or both, would
become a default has occurred or, if any such event has occurred, specifying its nature;
d) Statements. Developer shall furnish or cause to be furnished to Agency
promptly upon their becoming available, copies of all known press releases and other statements
made available generally by Developer to the public concerning activities or developments
relating to or affecting the Project; and
e) Other Information. Developer shall furnish or cause to be furnished to
Agency such other documents and information relating to the affairs of Developer and the
Project as Agency reasonably may request from time to time.
ARTICLE 9. EFFECT AND DURATION OF COVENANTS
The covenants set forth in this Operating Agreement shall, without regard to technical
classification and designation, be binding for the benefit and in favor of the Agency, its
successors and assigns, and shall remain in effect for the term of this Operating Agreement.
ARTICLE 10. EFFECT OF VIOLATION OF THE TERMS AND PROVISIONS OF
THIS OPERATING AGREEMENT
The Agency is deemed a beneficiary of the terms and provisions of this Operating
Agreement and the covenants herein, both for and in its own right and for the purposes of
protecting the interests of the community and other parties, public or private, for whose benefit
this Operating Agreement and the covenants have been provided. The Agency shall have the
21
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ul��right, if the covenants contained in this Operating Agreement are breached, to exercise all rights
and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings
to enforce the curing of such breaches to which it or any other beneficiaries of this Operating
Agreement and covenants are entitled.
ARTICLE 11. DEFAULTS, REMEDIES AND TERMINATION
11.1 Defaults General
Subject to the extensions of time set forth in Section 12.5, failure or delay by Developer
to perform any term or provision of this Agreement constitutes a Default under this Agreement.
Subject to Section 11.1.1., below, before Agency shall exercise any right or remedy
available under this Agreement, it shall first deliver to Developer a written notice of Default,
describing the Default in reasonable detail. Failure or delay in giving such notice or asserting
any rights and remedies to any Default shall not constitute a waiver of any Default or of any such
rights or remedies, nor shall it change the time of Default. Delays by a party in asserting any of
its rights and remedies shall not deprive such party of its right to institute and maintain any
actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights
or remedies. Unless a different cure period is specified in Section 11.1.1, the Defaulting Party
shall have thirty 30) days after the notice of Default is delivered to cure the Default; provided
that if the Default is of such a nature that the cure cannot with diligence be completed within
thirty 30) days and the Defaulting Party has commenced meaningful steps to cure with such
thirty 30) day period, the Defaulting Party shall have such additional period of time, up to a
maximum cure period of 90 days, as Agency in its reasonable discretion determines is
reasonably necessary to diligently effect a cure.
11.1.1 The following Defaults shall have the following cure periods other than
thirty 30) days:
a) failure to submit a complete Operating Budget within the time required:
15 Business Days;
b) failure to make due and punctual payment of Operating Expenses when
and as the same shall become due, including any misapplication of Gross Income: 10 Business
Days;
Days;
c) misapplication of any funds from the Replacement Reserve: 10 Business
d) failure to appoint a new Housing Manager acceptable to Agency within
the time required, after compliance with the provisions of Section 6.3: 10 Business Days;
e) failure to procure and maintain in effect or cause to be procured and
maintained in effect any of the Insurance Policies: 10 Business Days; and
f) failure to pay or cause to be paid any sum of money owing under this
Agreement as and when due: 10 business Days.
22
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Um��The Agency agrees to provide notices of any default to Developer's limited
partner when such limited partner is properly identified, and shall accept any cure tendered by
such limited partner on the same basis as if such cure were tendered by the Developer; provided,
however, that failure to provide notice to Developer's limited partner shall not excuse any
defaults of Developer or affect any rights and remedies available to the Agency.
11.2 Institution of Legal Actions
In addition to any other rights or remedies, a party may institute legal action to cure,
correct, or remedy any default, to obtain specific performance, to enjoin actions, to appoint a
receiver of the Project or any portion thereof, to recover damages, or to obtain any other remedy
consistent with the purpose of this Agreement. Such legal actions must be instituted in the
Superior Court of the County of Monterey, State of California, in any other appropriate court in
that County, or in the United States District Court for the Northern District of California.
11.3 Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this
Agreement.
11.4 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by a party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other parties.
11.5 Remedies and Rights of Termination
11.5.1 Termination by Developer
Developer at its option may terminate this Operating Agreement only:
a) upon termination of the Agreement prior to Completion as defined in
Section 1.1 thereof, and
b) by paying to the Agency an amount sufficient to repay all disbursements
of Agency Loans.
11.5.2 Termination byAgency
Agency, at its option, may terminate this Agreement as to Developer in the event
of the following:
period, if any;
a) An Event of Default that is uncured after the respective notice and cure
23
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Un��b)
Section 1.1 thereof.
Termination of the Agreement prior to Completion as defined in
11.6 Right to Perform Developer's Obli ate
a) If Developer shall at any time fail to pay or perform any of its covenants,
agreements and obligations under this Agreement in the manner and within the time specified in
this Agreement, then Agency, after ten 10) days' prior written notice to the defaulting party or
any shorter period expressly provided elsewhere in this Operating Agreement, and without
waiving or releasing the defaulting party, shall have the right, but shall not be obligated, to pay
such amount and/or perform such act as may then be required.
b) If Agency exercises any right to perform any obligations of Developer, in
the exercise of such right it may, but is not obligated to, among other things: i) perform or
attempt to perform, or cause to be performed, such obligation, ii) employ security guards and
other safeguards to protect the Project, iii) spend such sums as are necessary, including any
proceeds of Insurance Policies, to employ and pay such architects, engineers, consultants and
contractors as may be required for the purpose of completing any alteration or work of
improvement, iv) execute all applications, certificates and other documents in the name of
Developer as may be required for completing such work of improvement, v) make and approve
changes, alterations or additions to plans, vi) modify or terminate any contractual arrangements;
vii) take any and all other actions which it may in its sole discretion consider necessary to
complete the construction work, and vi) prosecute or defend any action or proceeding incident
thereto.
c) Developer shall reimburse Agency, on demand, all sums Agency pays
pursuant to this Section 11.6 and all reasonable costs and expenses Agency incurs in connection
with the performance of any act authorized by this Section 11.6, together with interest at the rate
of ten percent 10%) per annum.
d) Agency shall not be liable to Developer in any manner for any
inconvenience or disturbance arising out of its entry onto the Project in order to perform
Developer's obligations, unless caused solely by the willful misconduct or gross negligence of
Agency. If the Agency exercises any right to pay or perform under this Section 11.6, it
nevertheless shall have no liability to Developer for the sufficiency or adequacy of any such
payment or performance, or for the manner or quality of construction, unless caused solely by
the willful misconduct or gross negligence of the Agency.
11.7 Non-Recourse Liability
a) Subject to the qualifications below, Developer shall be liable for payment
and performance of the debts, obligations, covenants and agreements created or set forth in this
Agreement, to the full extent but only to the extent) of the Housing Units and assets including
infrastructure for the Project) which constitute security for such debts, obligations, covenants and
agreements.
b) Exceptions to Non-Recourse Liability
24
BIB]
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LOAN-U02
AGREEMENTS-U02
LI21329-U03
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FO96184-U03
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&-U08
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THE-U012
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B.-U012
AUTHORIZE-U012
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DIRECTOR-U012
OF-U012
THE-U012
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OFFICE-U012
TO-U012
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TO-U012
THE-U012
LOAN-U012
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DO-U012
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ALTER-U012
TO-U012
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ON-U012
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OF-U012
THE-U012
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EXECUTE-U012
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OTHER-U012
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REGARD-U012
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THE-U012
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OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uo��Notwithstanding the foregoing provisions of this Section or any other agreements,
i) the Agency may proceed against any other person or entity whatsoever
with respect to the enforcement of any guarantees, Surety Bonds, letters of credit, reimbursement
agreements or similar rights to payment or performance; and
ii) Developer shall be fully liable for and the Agency may recover personally
from such party:
A) any damages, costs and expenses incurred by the Agency as a result of
intentional fraud or misrepresentation by such party;
B) any damages, costs and expenses incurred by the Agency as a result of
the intentional misappropriation of funds by such party, including any Gross Income
intentionally applied by Developer to other than actual and legitimate Operating Expenses;
C) any proceeds of Insurance Policies not applied in accordance with this
Operating Agreement, and
D) all court costs and attorneys' fees reasonably incurred in enforcing or
collecting upon any of the foregoing exceptions.
Notwithstanding anything contained to the contrary in this Agreement, no partner, officer,
director, agent, attorney, servant or employee of Developer shall be liable for any debt,
obligation, damages, costs or expenses of Developer arising out of this Operating Agreement.
ARTICLE 12. GENERAL PROVISIONS
12.1 Notices, Demands, and Communications Between the Parties
a) Except as otherwise expressly provided in this Agreement, in every case
when, under the provisions of this Agreement, it shall be necessary or desirable for one party to
serve any notice, request, demand, report or other communication on another party, the same
shall be in writing and shall not be effective for any purpose unless served i) personally, ii) by
independent, reputable, overnight commercial courier, iii) by facsimile transmission A) where
the transmitting party includes a cover sheet identifying the name, location and identity of the
transmitting party, the phone number of the transmitting device, the date and time of the
transmission, and the number of pages transmitted including cover page), B) where the
transmitting device or receiving device records verification of receipt and the date of receipt and
the date and time of transmission receipt and the phone number of the other device, and C)
where the facsimile transmission is immediately followed by service of the original of the subject
item in the manner provided in subsection i), ii) iii) or iv) hereof by deposit in the United
States mail, postage and fees fully prepaid, registered or certified mail, with return receipt
requested, addressed as follows:
If to Agency: Redevelopment Agency of the County of Monterey
168 W. Alisal Street, Third Floor
25
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
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FO96184-U03
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MG99940-U03
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7/18/2011-U04
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16749-U05
1-U06
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THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
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AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
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A.-U07
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A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
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TO-U012
THE-U012
LOAN-U012
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AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
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OTHER-U012
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IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Up��Salinas, California 93901
FAX: 831) 755-5398
If to Developer: Community Housing Improvement System & Planning
Association, Inc.
295 Main Street, Suite 100
Salinas, CA 93901
Attention: Executive Director
With a copy to Developer's limited partner, whose address will be
provided to the Agency and be on file with the Agency
b) Any party may, from time to time, by notice in writing served upon the
other parties as aforesaid, designate an additional and/or a different mailing address in California
or an additional and/or different person to whom all such notices, requests, demands, reports and
communications are thereafter to be addressed. Any notice, request, demand, report or other
communication served personally shall be deemed delivered upon receipt, if served by mail or
independent courier shall be deemed delivered on the date of receipt as shown by the addressee's
registry or certification receipt, or on the date receipt at the appropriate address is refused, as
shown on the records or manifest of the U.S. Postal Service or independent courier, and if served
by facsimile transmission shall be deemed delivered on the date of receipt as shown on the
received facsimile provided the original is thereafter delivered as aforesaid).
12.2 Conflict of Interests
No member, official or employee of the Agency or County shall have any personal
interest, direct or indirect, in this Operating Agreement nor shall any such member, official or
employee participate in any decision relating to the Operating Agreement which affects his or
her personal interests or the interests of any corporation, partnership or association in which he,
or she is, directly or indirectly, interested.
12.3 Warranty Against Payment of Consideration for Operating Agreement
Developer warrants that it has not paid or given, and will not pay or give, any third party
any money or other consideration for obtaining this Operating Agreement.
12.4 Nonliability of Officials, Employees and Partners
No member, official, agent or employee of the Agency or County shall be personally
liable to Developer or any successor in interest, in the event of any default or breach by the
Agency for any amount which may become due to Developer or to its successor, or on any
obligations under the terms of this Operating Agreement.
12.5 Enforced Delay Force Majeurej: Extension of Time of Performance
Notwithstanding specific provisions of this Operating Agreement, performance by any
party hereunder other than performance pursuant to Sections 2.2 and 2.3, and the obligation to
26
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
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THE-U07
BOARD-U07
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DIRECTORS-U07
OF-U07
THE-U07
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OF-U07
THE-U07
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OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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OFFICE-U012
TO-U012
MAKE-U012
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TO-U012
THE-U012
LOAN-U012
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AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uq��prepare Operating Budgets pursuant to Section 7.1), shall not be deemed to be in default where
delays or defaults are due to a Force Majeure Event.
12.6 Books, Records and Audits
a) Developer shall keep and maintain at its principal offices in Salinas,
California, true, accurate and complete records and double-entry books of account relating to the
operations of the Project in such manner as to enable a formal audit and preparation of audited
financial statements and in accordance with sound accounting practices. Developer shall retain
all such books, records and accounts for a period of not less than five 5) years after the end of
the year in question. All such books, records and accounts shall be supported by original,
authenticated, receipted bills and/or invoices, checks, vouchers, tickets, bank statements,
purchase orders, bills of lading, certified payrolls and other documents of entry, shall be
maintained separately from books and records concerning any other business or property and
shall include a general ledger and journals with chronological entries.
b) Agency may at any reasonable time during the term of this Operating
Agreement, without restriction, upon 24 hours' prior written notice, examine, copy and audit or
cause to be examined, copied and audited by a professional consultant it selects) such records
and books of account for the purpose of verifying costs and expenses and any other facts and
information pertaining to the Project. In addition, Agency or its representative may from time to
time, upon 3 business days' prior written notice, conduct a re-audit and observe the business
operations of Developer to confirm the accuracy of books and records. After the Completion
Date, Agency's right to examine, copy and audit shall be exercisable not more often than once
every six 6) months.
c) Agency shall notify Developer of any records it deems insufficient and
may require implementation of reasonable additions or changes to Developer's accounting
procedures if the same are necessary or appropriate to effect more complete or accurate
recordkeeping, accounting or disclosure. Developer shall have twenty-one 21) calendar days
after the receipt of such a notice to correct any deficiency in the records specified by the Agency
in such notice, or if a period longer than twenty-one 21) days is reasonably necessary, then
Developer shall begin to correct the deficiency within twenty-one 21) days and correct the
deficiency as soon as reasonably possible.
d) The Agency shall have the right to examine, monitor and audit all records,
documents, conditions, and activities of Developer and its contractors and subcontractors related
to the performance of obligations under this Operating Agreement. Pursuant to Government
Code Section 8546.7, the parties to this Operating Agreement shall be subject, as the request of
the Agency, or as part of any audit of the Agency, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Operating Agreement.
12.7 Approvals
a) Wherever this Operating Agreement provides that a party may approve a
matter in its sole discretion," or similar phrase, approvals required of such party may be given
or withheld by such party with or without cause, within any time period. Wherever this
27
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
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THE-U07
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AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
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A.-U07
APPROVE-U07
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294-HOUSING-U08
&-U08
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TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
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AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ur��Operating Agreement provides that a party may approve a matter in its good faith discretion" or
similar phrase, approvals required of such party may be given or withheld by such party based
solely on its subjective determination of the merits within any time period, exercised in good
faith.
b) Except as provided in paragraph a), approvals required of the Agency or
Developer shall not be unreasonably withheld, conditioned or delayed, and approval or
disapproval shall be given within the time provided for herein, or if no time is provided for such
matter, within a reasonable time.
c) For purposes of this Operating Agreement, approval by the Agency shall
mean approval by the Executive Director of the Agency, or such other person or official as may
be designated in writing from time to time by the Agency Executive Director, unless the Agency
provides notice to Developer that it has determined that approval by the Agency Board of
Directors is required.
12.8 Construction and Interpretation of Operating Agreement
a) The language in all parts of this Operating Agreement shall in all cases be
construed simply, as a whole and in accordance with its fair meaning and not strictly for or
against any party. The parties hereto acknowledge and agree that this Operating Agreement has
been prepared jointly by the parties and has been the subject of arm's length and careful
negotiation over a considerable period of time, that each party has been given the opportunity to
independently review this Operating Agreement with legal counsel, and that each party has the
requisite experience and sophistication to understand, interpret and agree to the particular
language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute
regarding the interpretation of this Operating Agreement, this Operating Agreement shall not be
interpreted or construed against the party preparing it, and instead other rules of interpretation
and construction shall be utilized.
b) If any term or provision of this Operating Agreement, the deletion of
which would not adversely affect the receipt of any material benefit by any party hereunder, shall
be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this
Operating Agreement shall not be affected thereby and each other term and provision of this
Operating Agreement shall be valid and enforceable to the fullest extent permitted by law. It is
the intention of the parties hereto that in lieu of each clause or provision of this Operating
Agreement that is illegal, invalid or unenforceable, there be added as a part of this Operating
Agreement an enforceable clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible.
c) The captions of the articles, sections and subsections herein are inserted
solely for convenience and under no circumstances are they or any of them to be treated or
construed as part of this instrument.
d) References in this instrument to this Operating Agreement" mean, refer
to and include this instrument as well as any riders, exhibits, addenda and attachments hereto
which are hereby incorporated herein by this reference) or other documents expressly
28
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Us��incorporated by reference in this instrument. Any references to any covenant, condition,
obligation and/or undertaking herein,' hereunder," or pursuant hereto" or language of like
import) shall mean, refer to and include the covenants, obligations and undertakings existing
pursuant to this instrument and any riders, exhibits, addenda and attachments or other documents
affixed to or expressly incorporated by reference in this instrument.
e) As used in this Operating Agreement, and as the context may require, the
singular includes the plural and vice versa, and the masculine gender includes the feminine and
vice versa.
ARTICLE 13. DISCLAIMER OF RESPONSIBILITY
Except as provided in this Operating Agreement, the Agency neither undertakes nor
assumes nor will have any responsibility or duty to Developer or to any third party to review,
inspect, supervise, pass judgment upon or inform Developer or any third party of any matter in
connection with the operation, management or maintenance of the Project. Developer and all
third parties shall rely upon its or their own judgment with respect to such matter, and any
review, inspection, supervision, exercise of judgment or information supplied to Developer or to
any third party by the Agency in connection with such matter is for the public purpose of
protecting the security of the Agency in accordance with this Operating Agreement, and neither
Developer except for the purposes set forth in this Operating Agreement) nor any third party is
entitled to rely thereon.
ARTICLE 14. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Operating Agreement shall be executed in duplicate originals each of which is
deemed to be an original.
This Operating Agreement, together with the adopted Agreement, integrates all of the
terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or
previous agreements between the parties with respect to such terms and conditions. All waivers
of the provisions of this Operating Agreement must be in writing and signed by the appropriate
authorities of the Agency and Developer, and all amendments hereto must be in writing and
signed by the appropriate authorities of the Agency and Developer.
29
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
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DO-U012
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ALTER-U012
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ON-U012
BEHALF-U012
OF-U012
THE-U012
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EXECUTE-U012
FUTURE-U012
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OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ut��IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this
Operating Agreement on the date first written above.
COMMUNITY HOUSING IMPROVEMENT SYSTEM &
PLANNING ASSOCIATION, INC., a California nonprofit
public benefit corpora
By:
Date:
Redevelopment Agency of the County of Monterey
Date: By:
Jim Cook, Director, Redevelopment
and Housing Office
APPROVED AS TO FORM:
Deputy County Counsel
30
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uu��EXHIBIT A.
LEGAL DESCRIPTION
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
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DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
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THE-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uv��EXHIBIT B
OPERATING BUDGET
Project Name: Sea Garden Apts
CASH FLOW PROJECTION
Date: 6/7/11
Year Inflat�on/ 8 9 10 11 12 14
Calend r a actors 2012 2013 20 3 201 e 40i6 2018- 01 2020 2021 02 2023 024 2026
Rental Income 2.5% 526,805 539,975 553,475 567,311 581,494 596,032 610,932 626,206 641,861 657,907 674,355 691,214 708,494 726,207 744,362
Other Income 2.5% 5,144 5,273 5,404 5,540 5,678 5,820 5,965 6,115 6,267 6,424 6,585 6,749 6,918 7,091 7,268
Commercial Income 1.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Scheduled Gross Income 531,949 545,248 558,879 572,851 587,172 601,851 616,898 632,320 648,128 664,331 680,940 697,963 715,412 733,298 751,630
Residential Vacancy 5.0% 26,597 27,262 27,944 28,643 29,359 30,093 30,845 31,616 32,406 33,217 34,047 34,898 35,771 36,665 37,582
Commercial Vacancy 50.0%
Effective Gross Income 505,352 517,985 530,935 544,208 557,814 571,759 586,053 600,704 615,722 631,115 646,893 663,065 679,642 696,633 714,049
Total Operating Expenses 3.5% 267,522) 276,885) 286,576) 296,606) 306,988) 317,732) 328,853) 340,363) 352,275) 364,605) 377,366) 390,574) 404,244) 418,393) 433,036)
Services Fee 3.5%
Replacement Reserves 3! 5.400) 3t 5,400) 3I 5.400) 3(5.400) 3(5.400) 35,400) 3(5.400) 35,400) 3(5,400) 3(5.400) 3(5.400) 3(5.400) 35,400) 3(5.400) 3(5.400)
Net Operating Income 202,430 205,700 208,959 212,202 215,426 218,627 221,800 224,941 228,046 231,110 234,127 237,091 239,998 242,840 245,612
Debt Service 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794
Net Available Cash 26,636 29,906 33,165 36,408 39,632 42,833 46,006 49,147 52,252 55,316 58,333 61,297 64,204 67,046 69,818
Debt Coverage Ratio 1.15 1.17 1.19 1.21 1.23 1.24 1.26 1.28 1.30 1.31 1.33 1.35 1.37 1.38 1.40
Asset Management Fee
Deferred Developer Fee 26636 29906 33165 36408 39632 42833 46006 49147 52252 55316 38699 0 0 0
Partnership Management Fee
Available Cash Flow 0 0 0 0 0 0 0 0 0 0 19,634 61,297 64,204 67,046 69,818
Deferred Developer Fee Balance
450,000 423,364 393,458 360,294 323,886 284,254 241,421 195,415 146,268 94,015 38,699
0
0
0
0
0
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uw��Project Name: Sea Garden Apts
CASH FLOW PROJECTION
ea Inftatioa? 16 1 8 19 0 21 22 24 26 27 28 29 30
Calendar Vac Factors, 2026 2027 2028 2it24 203 2031 2132 2033 2034 2035 2036 3037 203 20 2040
Rental Income 2.5% 762,971 782,045 801,596 821,636 842,177 863,231 884,812 906,932 929,606 952,846 976,667 1,001,084 1,026,111 1,051,764 1,078,058
Other Income 2.5% 7,450 7,636 7,827 8,023 8,223 8,429 8,640 8,856 9,077 9,304 9,537 9,775 10,019 10,270 10,527
Commercial Income 1.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Scheduled Gross Income 770,421 789,681 809,423 829,659 850,400 871,660 893,452 915,788 938,683 962,150 986,204 1,010,859 1,036,130 1,062,034 1,088,584
Residential Vacancy 5.0% 38,521 39,484 40,471 41,483 42,520 43,583 44,673 45,789 46,934 48,107 49,310 50,543 51,807 53,102 54,429
Commercial Vacancy 50.0%
Effective Gross Income 731,900 750,197 768,952 788,176 807,880 828,077 848,779 869,999 891,749 914,042 936,894 960,316 984,324 1,008,932 1,034,155
Total Operating Expenses 3.5% 448,193) 463,879) 480,115) 496,919) 514,311) 532,312) 550,943) 570,226) 590,184) 610,841) 632,220) 654,348) 677,250) 700,954) 725,487)
Services Fee 3.5%
Replacement Reserves 35,400 35,400) 3(5.400) 3{ 5.400) 35,400) 3(5.400) 35,400) 3(5,400) 3(5.400) 3(5.400) 3(5.400) 35,400) 35,400) 3(5,400) 3I 5.400)
Net Operating Income 248,307 250,918 253,437 255,857 258,169 260,365 262,436 264,373 266,165 267,802 269,273 270,568 271,674 272,578 273,268
Debt Service 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794 175,794
Net Available Cash 72,513 75,124 77,643 80,063 82,375 84,571 86,642 88,579 90,371 92,008 93,479 94,774 95,880 96,784 97,474
Debt Coverage Ratio 1.41 1.43 1.44 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.55 1.55
Asset Management Fee
Deferred Developer Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Partnership Management Fee
Available Cash Flow 72,513 75,124 77,643 80,063 82,375 84,571 86,642 88,579 90,371 92,008 93,479 94,774 95,880 96,784 97,474
Deferred Developer Fee Balance 450,000 0 0
0
0
0
0
0
0
0
0
0
0
0
0
0
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Ux��EXHIBIT I
DECLARATION OF RESTRICTIVE COVENANTS
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
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DOCUMENTS-U03
7/18/2011-U04
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1-U06
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AS-U07
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OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
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DO-U012
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EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uy��RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO
Redevelopment Agency of the
County of Monterey
Redevelopment and Housing Office
168 West Alisal Street, 3rd Floor
Salinas, CA 93901
Attn: Director
DECLARATION OF RESTRICTIVE COVENANTS
Sea Garden Apartments
THIS DECLARATION OF RESTRICTIVE COVENANTS Declaration of
Restrictive Covenants") is entered into as of 2011 by Community
Housing Improvement Systems & Planning Association, a California corporation the Owner")
in favor of the Redevelopment Agency of the County of Monterey, California Agency").
WHEREAS, on the date that this Declaration of Restrictive Covenants is recorded,
Owner will be the owner of fee title to that certain real property the Site") located in the
County of Monterey more particularly described in Exhibit A attached hereto and incorporated
herein by this reference; and
WHEREAS, the Agency has provided funding for the acquisition of the Site, in order to
promote an affordable rental housing development on the Site the Project"); and
WHEREAS, as a condition to the approval of funding by the Agency, the Agency
required the recordation of a restriction against the Site to ensure that the Site be used to provide
affordable rental housing for lower-income households," as defined in California Health and
Safety Code Section 50079.5, for the longest feasible time; and
WHEREAS, the Owner agrees that the Site should be developed for rental housing which
is affordable to low and very-low income households, and is entering into this Declaration of
Restrictive Covenants to satisfy the Agency's requirement.
NOW, THEREFORE, OWNER COVENANTS AND AGREES AS FOLLOWS:
1. The Owner covenants and agrees for itself, its successors, its assigns, and every
successor in interest to the Site or any part thereof) that the Owner, such successors and such
assigns shall devote the Site or any part thereof) to the provision of at least 28 rental units
affordable for low and very low income households for the longest feasible time. For purposes
of this Declaration of Restrictive Covenants lower-income households," shall have the
1
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
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B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
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TO-U012
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REVISIONS-U012
TO-U012
THE-U012
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TO-U012
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SAID-U012
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ON-U012
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OF-U012
THE-U012
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AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
Uz��definition set forth in California Health and Safety Code Section 50079.5." Of these 28 units, at
least six shall be affordable to very low income households, as defined in California Health and
Safety Code Section 50105. Further, for purposes of this Declaration of Restrictive Covenants,
longest feasible time" shall mean fifty-five 55) years from the date that a Certificate of
Occupancy is issued for any housing which is developed on the Site after the date of this
Declaration of Covenants.
2. The Owner further covenants and agrees for itself, its successors, its assigns, and
every successor in interest to the Site or any part thereof) that no commercial, retail, or other
development shall proceed upon the Site unless it contains at least 28 rental units affordable for
lower income households as described above.
IN WITNESS WHEREOF, the Owner has executed this Declaration of Restrictive
Covenants as of the date first set forth above.
COMMUNITY HOUSING IMPROVEMENT SYSTEMS &
PLANNING ASSOCIATION, a California corporation
Its:
CFu
Name and Title)
Dated: r 7 1 f
BIB]
40742-U01
LOAN-U02
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AS99966-U03
AS99975-U03
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DO104276-U03
C1-U03
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DOCUMENTS-U03
7/18/2011-U04
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16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U{��STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
ss:
On 7u J / 2011 before me, Q Y C J o1 kS(here
insert name of the off}cer)Notary, Public, personally appeared
OYThCf 1 who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Seal]
MARISOL GUZMAN MORALES
Commission #E 1905100
Notary Public California
Monterey County
iy Comm. E oire$81023.20m
3
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
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SAID-U012
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ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
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EXECUTE-U012
FUTURE-U012
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AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
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TO-U012
THE-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U|��EXHIBIT A
Legal Description
BIB]
40742-U01
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DO104276-U03
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7/18/2011-U04
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16749-U05
1-U06
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AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
EXECUTE-U012
FUTURE-U012
SUBORDINATION-U012
AGREEMENTS-U012
OTHER-U012
DOCUMENTS-U012
IN-U012
REGARD-U012
TO-U012
THE-U012
CONSTRUCTION-U012
PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
PROJECT,-U012
AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U}��Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
LEGAL DESCRIPTION
EXHIBIT A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA, COUNTY OF
MONTEREY, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL I:
Lot 3, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL I(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 3, Block XXXII as
apportioned to said Lot 3 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL II:
That portion of Lot 6, in Block XXXII, as said Lot and Block are shown and designated on that certain Map
entitled, Map of the Town of Castroville", filed September 2, 1887 in Volume 1 of Cities and Towns at Page 55,
Records of Monterey County, California, described as follows:
Beginning in the Southeasterly line of said Lot 6 at the most Easterly corner of that certain parcel of land
described in the Deed to Luz Arroyo, recorded September 14, 1954 in Volume 1552 of Official Records at Page
126, Records of said County; thence from said point of beginning along said Southeasterly lot line:
1) N. 42� 54' E., 50 feet; thence leave said lot line and running
2) N. 47� 03-1/2' W., 100 feet, more or less, to a point in the Northwesterly boundary of said Lot 6; thence
along las mentioned boundary
3) S. 42� 54' W., 50 feet to the most Northerly corner of said parcel of land: thence leave last mentioned
boundary and running along the Northeasterly boundary of said parcel of land
4) S. 47� 03-1/2' E., 100 feet, more or less, to the point of beginning.
PARCEL III:
Lots 4 and 5, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County,
the property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns",
at Page 55, Monterey County Records.
Together with that portion of the Southwesterly one-half of Davis Street, title to which would pass by a
conveyance describing said lot.
PARCEL III(A):
The Southeasterly one-half of Speegle Street now abandoned) lying contiguous to Lot 4, Block XXXII as
apportioned to said Lot 4 pursuant to that Order of Abandonment recorded October 24, 1956 in Volume 1745,
Page 527, Official Records.
PARCEL IV:
That certain 3.024 acre parcel of land shown and so designated of that certain Record of Survey" map filed
for record January 30, 1958 in Volume X-1 of Surveys at page 159, records of Monterey County.
2
CLTA Preliminary Report Form Modified 11/17/06)
BIB]
40742-U01
LOAN-U02
AGREEMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104276-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16749-U05
1-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
SUBSEQUENT-U012
LOAN-U012
AGREEMENT,-U012
OPERATING-U012
AGREEMENT,-U012
PROMISSORY-U012
NOTE,-U012
DEED-U012
OF-U012
TRUST-U012
SECURITY-U012
AGREEMENT,-U012
DECLARATION-U012
OF-U012
RESTRICTIVE-U012
COVENANTS-U012
LOAN-U012
AGREEMENTS)-U012
CHISPA-U012
A-U012
$2,300,000-U012
LOAN-U012
THE-U012
SEA-U012
GARDEN-U012
APARTMENTS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
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HOUSING-U012
OFFICE-U012
TO-U012
MAKE-U012
MINOR-U012
REVISIONS-U012
TO-U012
THE-U012
LOAN-U012
OPERATING-U012
AGREEMENTS-U012
DO-U012
MATERIALLY-U012
ALTER-U012
TO-U012
EXECUTE-U012
SAID-U012
DOCUMENTS-U012
ON-U012
BEHALF-U012
OF-U012
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PERMANENT-U012
FINANCING-U012
OF-U012
THE-U012
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AS-U012
NECESSARY,-U012
CONSISTENT-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U~��EXHIBIT A" continued) Title No. 09-52109705-I-JF
Locate No. CACTI 7727-7727-4521-0052109705
Excepting therefrom all that property described in Grant Deed executed by Frank Aberin, a single man, to
Pedro Muna, et ux, recorded January 26, 1970 in Reel 637 of Official Records of Monterey County, California,
at page 127.
More particularly described as follows:
Beginning at the northwesterly terminus of Course 1) of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County and running,
1) S. 42� 54' 00" W., 25.00 feet; thence running along the northeasterly right-of-way of Davis Street
2) N. 47� 03' 30" W., 183.08 feet to the southeasterly corner of Tract No. 1264, Chapin Affordable Housing
Project, as said subdivision is shown and recorded in Volume 19 of Cities and Towns at Page 18, records of
Monterey County, California thence leaving said northeasterly right-of-way of Davis Street and running along
said southeasterly boundary of said subdivision
3) N 42� 54' 00" E., 364.27 feet; thence leaving said southeasterly boundary of said subdivision
4) S. 47� 03' 30" E., 183.08 feet to the northeasterly boundary of Parcel 1" as said parcel is described and so
designated in Exhibit A" of that certain Restatement of Legal Description" recorded November 24, 2009,
Instrument No. 2009075662, Official Records, Monterey County; thence running along the common boundary
between Parcel 1" and Parcel 2" as said parcels are described in the above referenced document.
5) S. 42� 54' 00" W., 339.27 feet to the Point of Beginning.
Said property is described as Parcel 2" in that certain Restatement of Legal Description" recorded November
24, 2009, Instrument No. 2009075662, Official Records, Monterey County.
PARCEL IV(A):
An easement for drainage and the construction and maintenance of slopes, 25 feet in width, lying immediately
adjacent to and southeasterly of the following described line:
Beginning at the most southerly corner of that certain 3.024 acre parcel, as said parcel is shown on that
certain map entitled, Record of Survey of a Portion of Block XL, etc.", recorded in Volume X-1 of Surveys at
Page 159, records of Monterey County, California, and running thence N 42� 54' E., 25.00 feet to the True
point of beginning; thence
1) N 42� 54' E., 337.83 feet to a 1-1/2" iron pipe.
PARCEL V:
A portion of Lot 6, in Block XXXII, as shown on the map entitled, Town of Castroville," filed September 2, 1887
in the Office of the County Recorder of the County of Monterey, State of California, in Volume 1 of Maps, Cities
and Towns, at Page 55, more particularly described as follows:
BEGINNING at the most Southerly corner of said Lot 6 and running thence along the Southeasterly boundary
of said Lot in a Northeasterly direction, a distance of 50 feet; thence leave said Southeasterly boundary in a
Northwesterly direction, parallel to the Southwesterly boundary of said Lot, a distance of 100 feet to a point on
the Northwesterly boundary of said Lot 6; thence along said Northwesterly boundary in a Southwesterly
direction, a distance of 50 feet to the most Westerly corner of said Lot 6; thence along the Southwesterly
boundary of said Lot in a Southeasterly direction, a distance of 100 feet to the point of beginning.
PARCEL VI:
Lot 1, in Block XXXII, as shown on the map entitled, Map of the Town of Castroville, Monterey County, the
property of Juan B. Castro, et al, June 1887", etc. filed September 2, 1887 in Volume 1, Cities and Towns", at
Page 55, Monterey County Records.
PARCEL VII:
3
CLTA Preliminary Report Form Modified 11/17/06)
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ON-U012
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OF-U012
THE-U012
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THE-U012
TERMS-U012
OF-U012
THE-U012
LOAN-U012
AGREEMENT;-U012
C.-U012
INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U��EXHIBIT A" continued) Title No. 09-52109705-I-JF
Locate No. CACT17727-7727-4521-0052109705
A portion of Rancho Bolsa Nueva Y Moro Cojo, being a part of that certain tract of land conveyed to Charles
Rizzo, et ux, by Deed dated September 3, 1948, recorded in Book 1087 of Official Records at Page 413,
Monterey County Records, said part being more particularly described as follows:
Beginning at the intersection of the center line of Davis Street, 50 feet wide, with the center line of Preston
Street, 66 feet wide, as said streeets are shown on the Map of the Town of Castroville, filed March 26, 1869 in
Map Book One, Cities and Towns, at Page 54 therein, Monterey County Records; thence from said place of
beginning along said center line of Preston Street between Block XI and XXXIX, as said Blocks are shown on
said filed map
1. N. 42� 27' E., 364.0 feet; thence leaving last mentioned center line
2. N. 47� 28' W., 151.0 feet, at 33.0 feet interesect the Southeasterly boundary of said Block XI, 151.0 feet to
a point; thence
3. S. 42� 27' W., 364.0 feet at 161.46 feet a 3/4" diameter iron pipe, at 339.0 feet a 3/4" diameter iron pipe
standing in said Southwesterly line of said Block XI, 364.0 feet to a point in said center line of Davis Street,
thence along las mentioned center line
4. S. 47� 28' E., 151.0 feet to the place of beginning.
Excepting therefrom that portion of said land lying within Davis Street and Preston Street as the same existed
September 3, 1948.
Together with that portion of the Northeastly one-half of Davis Street, title to which would pass by a
conveyance describing said property.
PARCEL VII(A):
The westerly half of Preston Street, lying Northerly of Davis Street as disclosed by Resolution No. 85-285,
recorded May 28, 1985 in Reel 1842 of Official Records, at Page 708.
PARCEL VIII:
That certain Remainder Parcel" as shown and so designated on the map entitled Tract No. 1256 Chapin
Affordable Housing Project", recorded March 19, 1996 in Volume 19, Cities and Towns", Page 18, Official
Records, Monterey County.
APN: 030-041-008 Parcel I, IA), 030-041-003 Parcel II), 030-041-001 Parcel III, IIIA), 030-041-004 Parcel
V), 030-041-005 Parcel VI), 030-011-009 Parcel IV), 030-011-011(Parcel VII), 030-054-014 Parcel VIII)
4
CLTA Preliminary Report Form Modified 11/17/06)
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THE-U012
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AGREEMENT;-U012
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INCREASE-U012
APPROPRIATIONS-U012
IN-U012
THE-U012
FY2011-12-U012
BUDGET-U012
FUND-U012
175,-U012
UNIT-U012
8203-U012
CASTROVILLE/PAJARO-U012
HOUSING-U012
SET-ASIDE-U012
BY-U012
$1,800,000.-U012
4/5THS-U012
VOTE-U012
REQUIRED)-U012
LOAN AGREEMENTST��"�|E
U���EXHIBIT J
SENIOR FINANCING
Sea Garden Apartments
Private Construction loan
Amount up to $ 10,000,000
Rate up to 8%
Term: up to 30 months
Repayment Terms Interest only; due in full at perm loan close
Private Permanent Loan:
Amount: up to: $ 3,200,000
Rate: up to: 8%
Term
Repayment Terms
HOME
Amortized 30 to 40 years
Amount: up to $2,500,000
Rate: up to: 3.50%
Term 55 years
Repayment Terms Residual receipts on a pro rata basis with RDA loan
BIB]
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IN-U012
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SIGNED BOARD REPORT"�|E
��BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY
MEETING: June 28, 2011 Consent AGENDA NO.:
SUBJECT: Acting as the Board of Directors of the Redevelopment Agency of the County of
Monterey:
a. Approve a Subsequent Loan Agreement, Operating Agreement, Promissory
Note, Deed of Trust and Security Agreement, and Declaration of Restrictive
Covenants Loan Agreements) with CHISPA for a $2,300,000 loan for the Sea
Garden Apartments;
b. Authorize the Director of the Redevelopment and Housing Office to make minor
revisions to the Loan and Operating Agreements which do not materially alter
them and to execute said documents on behalf of the Redevelopment Agency and
execute future subordination agreements and other documents in regard to the
construction and permanent financing of the project, as necessary, and consistent
with the terms of the Loan Agreement; and
c. Increase appropriations in the FY2011-12 budget for Fund 175, Unit 8203
Castrovllle/Pajaro Housing Set-Aside by $1,800,000 4/5 vote required).
DEPARTMENT: Redevelopment and Housing Office
RECOMMENDATION:
It is recommended that the Board of Supervisors acting as the Board of Directors of the Redevelopment
Agency of the County of Monterey:
a. Approve a Subsequent Loan Agreement, Operating Agreement, Promissory Note, Deed of Trust and
Security Agreement, and Declaration of Restrictive Covenants Loan Agreements) with CHISPA for
a $2,300,000 loan for the Sea Garden Apartments;
b. Authorize the Director of the Redevelopment and Housing Office to make minor revisions to the
Loan and Operating Agreements which do not materially alter them and to execute said documents
on behalf of the Redevelopment Agency and execute future subordination agreements and other
documents in regard to the construction and permanent financing of the project, as necessary, and
consistent with the terms of the Loan Agreement; and
c. Increase appropriations In the FY2011-12 budget for Fund 175, Unit 8203 Castroville/Pajaro
Housing Set-Aside by $!,1,800,000.
SUMMARY:
The Board of Directors previously approved a short term loan totaling $1,800,000 to Community Housing
Improvement Systems Planning, Association, Inc. CHISPA) to purchase and develop the Sea Garden
affordable housing development located in Castroville formerly known as the Axtell Apartment Project).
The recommended actions will approve and execute Loan Agreements that include an increase in the loan
amount by $500,000 to a total loan amount of $2,300,000 in order to make CHISPA's project more
competitive for tax credits.
DISCUSSION:
The Axtell Apartment Project was approved by the County in March of 2009 as a private market
development consisting of 59 apartments, of which 10 were to be Inclusionary Units. Subsequently,
CHISPA entered into a Purchase and Sale Agreement to purchase the project from the current owner and
convert it to a 100% affordable project. The proposed project will contain two and three bedroom
apartments, a manager's unit, a community center consisting of a meeting room with kitchen, laundry
facilities, a computer room, and a management office. Four of the first floor units will be fully ADA
accessible and 12 units will be adaptable. The project will also include green features" such as low flow
fixtures, energy star rated appliances, and solar lighting in the stairways.
The 2010 Annual Housing Report, adopted by the Board of Supervisors on March 2, 2010, included a
reservation of Redevelopment Agency Housing Set Aside funding for the Project in the amount of
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SIGNED BOARD REPORT"�|E
��$2,675,000, subject to certain terms and conditions. These conditions included requiring CHISPA to apply
for the maximum amount of State funding possible. CHISPA was successful in securing State HOME
funding in the amount of $2.5 million. However, they were not successful in securing Joe Serna funding.
On June 15, 2010, the Board of Directors approved a short-term loan to CHISPA in the amount of
$1,100,000 for project assistance. Subsequently, on March 15, 2011, the Board of Directors increased the
amount of the loan by $700,000 for a total of $1,800,000. The loan agreement required that a subsequent
agreement be executed for permanent financing. The Loan Agreements presented today constitute that
Subsequent Agreement.
The project is currently estimated to cost approximately $15,500,000 to develop. To date, CHISPA has
received commitments for most of the funding needed to proceed with construction. The funding includes
HOME, RDA funding previously committed, a primary mortgage, and deferred developer fee. The last
funding application to be submitted to the State in July is to the California Tax Credit Allocation Committee
TCAC) for a tax credit allocation of funding. CHISPA reviewed the last round of funded TCAC
applications and found that the project, as it is currently structured, would most likely not receive an
allocation.
CHISPA is requesting that the existing RDA loan amount be increased by $500,000 in order to make the
project more competitive for a tax credit allocation. If the additional RDA funding is approved, CHISPA
will increase affordability of the project by lowering the rents on 13 units from 55% of the Area Median
Income AMI) to 50% of the AMI. The overall affordability would then be 15 units affordable to low
income households, 34 units affordable to very low income households, and six units affordable to extremely
low income households.
The recommended Loan Agreement provides for a 55 year term at a 3% interest rate and repayment based on
residual receipts from operations; No funds have been disbursed as of this date. Disbursal of the loan would
be in two installments in fiscal year 2011/2012.
OTHER AGENCY INVOLVEMENT:
The Monterey County Housing Advisory Committee HAC) recommended approval of the original loan on
March 9, 2011 and the increase to a total of $2.3 million on June 8, 2011.
FINANCING:
There is no impact on the General Fund. Funding for the loan is included in the Castroville/ Pajaro Housing
Set-Aside Fund Fund 175, Organizational Unit 8203). The original $1.8 million loan commitment was
appropriated in the FY20 10-11 budget and will be carried forward as fund balance. Because fund balance
will not be re-appropriated in time to meet the funding commitment, an increase in appropriations is
required. Loan re-payments will be deposited back into the Castroville-Pajaro Housing Set-Aside fund to
finance future projects.
ared by: Ap ved
e Royer'arr, 755-5389
ousing Program Manager
a / ts-11(
Date:
Ji Cook, 755- 3 0
rector Redevelopment and Housing Office
Attachments: Subsequent Loan Agreement including: Operating Agreement, Promissory
Note, Deed of Trust and Security Agreement, and Declaration of Restrictive Covenants) is
on file with the Clerk of the Board.
BIB]
40742-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103244-U03
DO104280-U03
C10-U03
BOARD-U03
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7/18/2011-U04
MARCELLAC-U04
16749-U05
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ACTING-U07
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MONTEREY:-U07
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APPROVE-U07
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