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Home My Public Portal About01-04-2005LRAQLYNWOOD REDEVELOPMENT AGENCY 11330 BULLIS ROAD LYNWOOD, CALIFORNIA 90262-3845 (310) 603-0220 Ramon Rodriguez, MEMBER Maria T. Santillan, VICE CHAIRMAN Louis Byrd, MEMBER Femando Pedroza, MEMBER Leticia Vasquez, MEMBER This Agenda contains a brief general description of each item to be considered. Copies of the Staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection. A person who has a question concerning any of the agenda items may call the City Manager at (310) 603-0220, ext. 200. A G E N D A ' ':~, ~,;, ~ CiTY OF L'Y,"~WOOD LYNWOOD REDEVELOPMENT AGENCY JANUARY 4, 2005 REGULAR MEETING 5:00 P.M. LYNWOOD CITY HALL, 11330 BULLIS ROI~D MARIA T. SANTILLAN VICE CHAIRMAN FERNANDO PEDROZA MEMBER INTERIM EXECUTIVE DIRECTOR JOSEPH WANG RAMON RODRIGUEZ CHAIRMAN LOUIS BYRD MEMBER LETICIA VASQUEZ MEMBER DEPUTY EXECUTIVE DIRECTOR LOUIS MORALES AGENCY COUNSEL RONALD N. WILSON OPENING CEREMONIES: A. Call Meeting to Order. B. Roll Call (PEDROZA-RODRIGUEZ-SANTILLAN-VASQUEZ_BYRD) C. Certification of Agenda Posting by Secretary PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) PUBLIC ORAL COMMUNICATION,~ ITEMS FOR CONSIDERATION MINUTES OF PREVIOUS MEETING NONE RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFOR. PRESENTATIONS DEVELOPER PRESENTATION · The Charles Company PUBLIC HEARING JOINT PUBLIC HEARING FOR CONSIDERATION OF A DDA WITH WHISPERING GLEN, LLC FOR THE DEVELOPMENT OF FIFTY TWO (52) HOUSES AT/NEAR THE NORTHWEST CORNER OF ATLANTIC AND CARLIN AVENUES. Comments: This item facilitates a joint public hearing for the consideration of a Disposition and Development Agreement ("DDA") between the Agency and Whispering Glen, LLC for the development of fifty-two (52) single-family detached houses. Recommendation: Staff respectfully recommends that the Agency open the public hearing, take public input and comments, close the public hearing, and adopt the attached resolutions approving the DDA. CONSENT CALENDAR All matters listed under the Consent Calendar will be acted upon by one motion affirming the action recommended on the agenda. There will be no separate discussion on these items prior to voting unless members of the Agency or staff request specific items be removed from the Consent Calendar for separate action. o DEVELOPMENT CONCEPT REVIEW Comments: To have the Agency review a development concept submitted by Atlantic Agnes LLC (the "Developer") for the development of a commercial retail center located at the northwest corner of Atlantic Avenue and Agnes Street within Redevelopment Project Area "A". Recommendation: Staff respectfully requests that after consideration the Agency approve the development concept, Option B and direct staff to work with Developer to facilitate and pursue the possible purchase of the Third Party Parcel located at 11817 Atlantic Avenue. APPROVAL OF THE AGENCY ENTERING INTO AN AGREEMENT WITH FANNIE MAE FOR ACCESS TO $10,000,000 OF FANNIE MAE COMMUNITY EXPRESS FUNDS AND OPENING A TRUST ACCOUNT WITH US BANK AND MOVING OF $2,500,000 IN 1999 SERIES A BOND PROCEEDS FROM THE HOUSING FUND TO THE NEW TRUST ACCOUNT AND APPROVAL OF MODIFYING THE CONTRACT OF SIDLEY, AUSTIN, BROWN, AND WOOD. Comments: This item facilitates the necessary transactions and transfers required by Fannie Mae to execute the necessary documents and begin using the Fannie Mae Community Express program for Iow and moderate housing development. Recommendation: Staff respectfully requests that the Agency approve the modification of the contract with Sidley, Austin, Brown, and Wood for a new not-to-exceed amount of $15,000, and adopt the attached resolution authorizing the Executive Director to execute the necessary documents, open a trust account, and make the necessary transfer of bond proceeds to implement the Fannie Mae Community Express program. DISCUSSION ITEMR NONE CLOSED SESSION NONE ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON JANUARY 18, 2005 AT 5:00 P.M. IN THE COUNCIL CHAMBERS OF CITY HALL, 11330 BULLIS ROAD, LYNWOOD, CALIFORNIA. DATE: TO: FROM: By: Subject: January 4, 2005 HONORABLE CHAIRMAN AND AGENCY MEMBF_.RS Joseph Wang, Interim Executive Direct°~X~ Louis Morales, Redevelopment Director-~ John Perfitt, Deputy Director of Redevelopment JOINT PUBLIC HEARING FOR CONSIDERATION OF A DDA WITH WHISPERING GLEN, LLC FOR THE DEVELOPMENT OF FIFTY TWO (52) HOUSES ATINE.A.R._NTiJiHEEs NORTHWEST CORNER OF ATLANTIC AND CARLIN AVa'mu" Purpose: This item facilitates a joint public hearing for the consideration of a Disposition and Development Agreement ("DDA") between the Agency and Whispering Glen, LLC for the development of fifty-two (52) single-family detached houses. Facts_: 1. The Agency held a competitive bidding process to consider residential redevelopment concepts for the northwest corner of Atlantic and Carlin Avenues. 2. The Agency members selected Abell Helou Builders (parent company of Whispering Glen, LLC) to be the developer for the project. 3. The initial Whispering Glen, LLC development concept provided for the development of sixty (60) single-family detached housing units, of which 20% of these units would be sold to and occupied by households not earning more than 120% of the area median income for Los Angeles County. 4. The Agency entered into an Exclusive Negotiating Agreement ("ENA") with Whispering Glen, LLC. 5. The final Whispering Glen, LLC development concept provides for the development of fifty-two (52) single-family detached housing units, of which 20% of these units would be sold to and occupied by households not earning more than 120% of the area median income for Los Angeles County. 6. Pursuant to an Agency directive, the developer is required to pay 50% of its land acquisition contribution during the initial acquisition phase of the project, PAGE 1 OF 3 DOCUMENT NAME: 01-04-05 STAFF REPORT AGENCY PUB HEARING WHIS~ GLEN.doc Analysis: The proposed development of fifty-two (52) single family detached houses at the Atlantic Cadin site will provide many significant benefits for the City of Lynwood. Firstly, it will clean up a blighted area and replace it with a modern residential community. T he b light i n t he a rea includes a s ub-standard mobile home p ark, landlocked parcels, and other dilapidated buildings. Secondly, the proposed project will provide new housing units to the supply of houses within Lynwood. Thirdly, the proposed project will provide ten units of affordable housing for households making not more than 120% of the area median income. Lastly, the proposed project could serve to provide replacement housing for the City of Lynwood's Ham Park replacement project. Financial Analysis Agency staff negotiated, pursuant to City Council's direction, a final price that the Developer must pay for the land for the project. This price is $12.88 and translates to $2,986,035 for the entire site. The Developer is required to provide 50% of this money during the initial acquisition phase of the project. The total Agency outlay, i.e. the gap financing for the project, is estimated to be $3,520,212. This amount includes conservative estimates for the total costs for property acquisition including relocation, goodwill payments, and Fannie Mae financing charges for the proposed project. Conformance with California Redevelopment Law Pursuant to current California Redevelopment Law, Agency staff members have prepared a 33433 Summary Report for the proposed project. This report succinctly provides an overview of the project, and outlines the project's costs and the final estimated amount of Agency financial resources necessary for the proposed project. This report and the draft DDA have been made available for public review and inspection at the City Clerk's Office for at least fourteen (14) consecutive days preceding the January 4th, 2005 joint public hearing. Additionally, Agency staff members have published in a local adjudicated newspaper of general circulation three public notifications regarding the proposed project. These notifications announce the January 4~, 2005 joint public hearing, and the availability for public review of the draft DDA and the 334333 Summary Report. Recommendation: Staff respectfully recommends that the Agency open the public hearing, take public input and comments, close the public hearing, and adopt the attached resolutions approving the DDA. PAGE 2 OF 3 DOCUMENT NAME: 01-04-05 STAFF REPORT AGENCY PUB HEARING WHISP GLEN.doc Attachments 1) 2) 3) 4) Project Location Map Draft DDA Resolutions 33433 Summary Report PAGE 3 OF 3 DOCUMENT NAME: 01-04-05 STAFF REPORT AGENCY PUB HEARING WHISP GLEN.doc (DRAFT) DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND WHISPERING GLEN, LLC [FOR PUBLIC REVIEW - DO NOT REMOVE] TABLE OF CONTENTS EEMENT ........................................................ 5 UBJECT OF AGR .................... 5 I. Sec, 100 S t ................. A [101] Purpose of the Agree_m. en ............. .. 5 ent Plan ............................................................ The Redevelopm .......... 6 B [1021 ................................. ~. C [103] Contingencies ................................ . ................ o D [104] The Site ......... : ............... : .............................................. iiii ................. 6 reemem ................................... E. [105] Parties to the Ag ............................................ 6_, I [106] The Agency .................................. . ................. f 2 [107[The Deve oper ...... '"'2'.'-7;: ................................. - ........... 7 THE ~H~- ................................ i .... i ..... C 200 DISPOSITION OF ............................ 7 II. SE . t " A. [201] Developer s Secun y ................................. " B [202] Sale and Purchase ......................................................... iiiiiiii ........... 9 C [203] Escrow ........... ;. ;:-.; ........................................ iiiiiiiiiiiiiiiiii ................. 12 ......... 13 D [204] Conveyance ot / tie ..................................... E [205] Form of Deed ................................................................. . ....... 13 F. [206] Condition of Title '"[~ii~'"";i"[~ ................................. ' ........... 14 O. [207] Time and Place ..of ~Y.. ^_o~i~:'~,'~'~;-'~'~'t'i~'~i'~eeds .... 14 om ensauon ~,, , ~ r2081 Payment of the L, p ......................... 14 I [209] T t e Insurance ....... . ............... ~ ssmems .......................................................... .I [210 Taxes and Asse _. . ................... 15 K [211] Occupants of the Sit ............... . .................... 15 L. [212] Due Di gence...~-.--~iii~'~"~'f"t'~'~"~ii~' ................... . ......... 16 on ................................ 13 Env ronmental L; ............. 16 M. [2 ] 'e ......................... 7 N.,o n~x/~:l (3PMENTO[214] Zoning of th~FS~.t~ ~-~i~_'~ ................. . ............. 1 ?00] ~r~-D-~vel°pment of the Site bY Devel°per and Obhgatl°ns °f ............. 17 III. · Developer ................................... '.' ........................... . ............... 17 Deve~o mere ................................. 1. [302] Scope of P - . .......17 2 [303] Affordable Housing Development ................................. of Units .................................................................... 19 3. [304] Number . .. ...........19 ccu ancy ............................. [3051 Owner O P --.g: ............... 19 ~.' ~r~06i Income Restrictions L)eTmmons ............................... ....19 ~ ' ons of Developer .................................................. 6 [307] Obligat - - c .................... 20 308] Obligations ot p, gen y .............................. . 20 7 [ na Drawings and Construcbon ................................ g f309] Prelimi ry ............ 21 ;' ~.~10] Pre minary DrawingSRelatedan.d o?ang~._.Docum~nts ....................... .............................. 21 ~ ~'~1i Final Drawings and 22 ~; i312i Cost of Construction ........................................... . .... 22 ule of Performance ........................................ !~2~.,, ,!3oT,,3]~nScCeh. e~old Harmless, Independent .C.o?ractor ................. ..~z~ ~,~'~ ~'~r'~r~Tt';"fr~m C ty and Other Governmental Agency ................... 24 t";' ~J ..... I ., . ............................... [316] Rights of Access ...................................... " Whispering Glen Disposition and Developme.nt. A. gre.ement Page 2 of 40 IV. Mo VI. F. G. H. I. [317] Rights of Access - Public Improvements and Facilities ................... 25 Local, State and Federal Laws ........................................................ 25 [318] Anti-Discrim nation During Construction .......................................... 25 [319] [320] Taxes, Assessments, Encumbrances and Liens ............................. 25 [321] Prohibition Against Transfer of the Site, and Improvements, .26 and Against Assignment of Agreement ................................................... [322] Security Financing; Right of Holders ............................................... 26 1. [323] Encumbrances Prohibited Except Mortgages, Deeds of Trust, Sales and Leases-Back Other Financing for Development ........... 26 2. [324] Hold Not Obligated To Construct Improvements ............. ~-..~2r6 3. [325] Notice of Default to Holders of Mortgages, Deeds of Tru , o Other Security Interest; Right to Cure ............................................ 27 4. [326] Fa ure of Holder to Complete Improvements ....................... 28 5. [327] Right of Agency to Cure Defau t Pertinent To a Mortgage, Deed of Trust or Other Security Interest ........................................ 28 328 Right of Agency to Satisfy Other Liens on the Site After Title K. [ ] .......... 29 Passes ................... ....................................................... 9 [329] Release of Construction Covenants ................................................ L. USE ~)F THE SITE .................................. 30 [400] ...................................... 30 [401] Uses ...................................................................................... A. [402i Obligation to Refrain From Discrim nat on ....................................... 30 B. C. [4031 Form of Nondiscrimination and Non-Segregation Clauses ............. 30 [40~,i Effect and Duration of Covenants ......... .. ......................................... ~3~ D. DEFAULTS, REMEDIES, AND TERMINATION ........................................ o~ [500] · 32 A. 501] Defaults - General ................................................. [ ............ ... 32 [502] Legal Actions ........................................................................ B. I [503] Institution of Legal Actions .................................................... 32 · 33 2. [504] Applicable Law ..................................................................... 3. [505] Acceptance of Service of Process ........................................ 33 506] Rights and Remedies Are Cumulative ............................................. 3~3~ C. [ ~,~ [507] Damages ........................................................................... D. i508] Spec fic Performance ...................................................................... 34 E. F. [509] Remedies and Rights of Terminat on Prior to Conveyance ............. 34 [510] Termination by Developer ..................................................... 34 1. [511] Term nation by Agency ......................................................... 34 2. Additional Remedies of the Parties for Defau t ........................... 35 G. [512] [513] Action for Specific Performance ............................. - ............. 35 1. [514] Right of Reverter .................................................................. 35 2. Plans ............................................................................................... 36 H. [516] [600] GENERAL PROVISIONS ........................................................................... 37 A. [601] Notices, Demands, and Communications Between the Parties ...... 37 .37 'B. [602] Conflict of interest .......................................................................... Whispering Glen Disposition and Development Agreement Page3of40 .~ . VII. VIII. IX. C. [603] Non liability of Agency Officials and Employees ..............................37 D. [604] Enforced Delays; Extension of Times of Performance .................... 38 E. [605] Inspection of Books and Records .................................................... 38 F. [606] Approval of Agency ......................................................................... 38 [700] SPECIAL PROVISIONS ............................................................................. 38 A. [701] Submission of Documents to Agency for Approval ......................... 38 [702] Amendments to This Agreement .................................................. 39 B. . ' 39 C. [703] Real Estate Commissions ............................................................ [800] ENTIRE AGREEMENT; WAIVERS & AMENDMENTS; SEVERABIL TY..39 E900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ..................... 40 · [901] Author ty ......................................................... 40 LIST OF EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H Site Map Legal Description Developer Conceptual Drawings Promissory Note Trust Deed Grant Deed Schedule of performance Release of Construction Covenants Whispering Glen Disposition and Development Agreement Page4of40 ... This disposition and development agreement ( Agreemen[ J dated 2005 and is entered into by and between the Lynwood Redevelopment Agency ("Agency") and Whispering Glen, LLC (Developer), a California Limited Liability Company. In consideration of the mutual promises, covenants, terms and conditions hereinafter set forth, Agency and Developer do hereby agree as follows: I. SEC. 100 SUBJECT OF AGREEMENT A. [101] Purpose of the Agreement The purpose of this Agreement is to effectuate the redevelopment plan ("Redevelopment Plan") for the Lynwood Redevelopment Agency by providing for the disposition and development of certain real property located in the City of Lynwood, California. Pursuant to this Agreement, real property hereinafter legally described on Exhibit B attached hereto and also identified on the site map which is attached hereto as Exhibit A (the "Site"), both of which are incorporated herein by this reference, shall be developed and improved by the Developer in accordance with the terms of this Agreement (the "Project"). This development shall include the development of fifty-two (52) single family detached residential housing units ("Residential Units"), landscaping, open space, and onsite and offsite public improvements. Twenty percent (20%) of the Residential Units (the "Income Restricted Units") shall be sold by the Developer to households earning less than 120% of the area median income ("Moderate Income Households") as defined and published by the State of California Department of Housing and Community Development. All Residential Units limited to Moderate Income Households shall be hereinafter referred as "Income Restricted Units". The drawings in Exhibit "C" are conceptual only, and may be modified as to design upon mutual consent of Agency and Developer, which consent shall not be unreasonably withheld by Developer or Agency. The development of the Site (as defined in Section 104 herein) pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City of Lynwood ("City"), and the health, safety, morals, and provisions of applicable federal, state and local laws. B. [102] The Redevelopment Plan The City Council of the City of Lynwood ("City Council") approved and adopted the Redevelopment Plan for Redevelopment Project Area A by Ordinance Whispering Glen Disposition and Development Agreement Page5of40 ._ . No. 945 on July 10, 1973 and as subsequently amended. This Agreement is subject to the provisions of the Redevelopment Plan and amendments which are incorporated herein by reference and made a part hereof as though fully set forth herein. The Redevelopment Plan, in accordance with California Health and Safety Code Section 33000, provides for and encourages the participation of property owners in the redevelopment of the project area. The Agency has fully complied with these code sections. In order to participate in redevelopment projects, such owners and developers must agree to develop such property in conformity with the Redevelopment Plan by entering into an Agreement with the Agency to effectuate such participation and development. C. [103] Contingencies In addition to the rights hereinafter described, and without limitation, the Agency shall have the power to renegotiate or cancel this Agreement prior to the opening of escrow to convey property from the Agency to the Developer if any one of the following contingencies occur: 1. If the Agency is unable to acquire fee simple title to the properties described in Exhibit B as sufficient and necessary for the construction and sale of fifty-two (52) single family detached residential units on the Site as described in Exhibit A. 2. If the Agency's average cost of acquiring the properties described in Exhibit B, including acquisition-related costs and fees, relocation, and consultants' fees exceeds $30 per square foot of land. 3. If the Agency is unable to obtain line of credit financing from the Fannie Mae American Communities Fund for the Project. D. [104] The Site The subject site (the "Site") consists of 231,835 square feet (5.32 acres) within the City at the northwest corner of Carlin Avenue and Atlantic Avenue. The properties comprising the Site are described by street address and Los Angeles County Assessors Identification Number in Exhibit B attached hereto and incorporated herein by this reference. E. [105] parties to the Agreement 1. [106] The Agency Whispering Glen Disposition and Development Agreement Page6of40 -.. 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 (Health and Safety Code Section 33000 _et se.ct.). The principal office of Agency is located at 11330 Bullis Road, Lynwood, California, 90262. The Agency as used in this Agreement includes the Agency and any assignee or successor in interest to its rights, powers and responsibilities- 2. [107] The Developer The Developer of the Site is Whispering Glen, LLC and its principal office is located at 148 W. Orange Street, Covina, CA 91723. Developer is owned and operated by the Abell Helou Homes Inc., a California corporation ("Abell Helou Homes"). On or about December 1,2003 Abell Helou Homes entered into an Exclusive Negotiation Agreement (the "ENA") with the Lynwood Redevelopment Agency through a competitive process for the development of the Site. Pursuant to the ENA, Whispering Glen, LLC has assumed all of Abell Helou Homes' rights, title, and interest for the development of the Site. Developer shall not assign all or any par[ of its interest in this Agreement or any properties conveyed to the Developer hereunder prior to the issuance of a release of construction covenants (the "Release of Construction Covenants") for the Site as hereinafter provided, without the prior written approval of Agency, which approval shall not be unreasonably withheld. II. SEC. 200 DISPOSITION OF THE SITE A. [201] Developer's Security On or before the close of escrow set forth in Section 203, Developer shall pay into escrow the sum of Twenty Thousand Dollars ($20,000) (the -performance Security") ensuring DeveloPer's compliance with the terms of this Agreement. Developer's performance Security shal~ be credited against any amounts owed to Agency pursuant to the terms of this agreement including but not ~imited to amounts owed to the Agency upon the sale of the Whispering Glen Disposition and Development Agreement Page7of40 -. - Developer's first residential housing unit on the Site. After the close of escrow such funds shall be paid to Agency in trust for Developer. [202] Sale and Purchase The Agency agrees to sell the Site to the Developer after the Site is assembled, and the Developer agrees to purchase the Site from the Agency. Prior to the conveYance of the Site from Agency to Developer, Developer shall prove to the satisfaction of Agency that it has sufficient funds (such as a commitment letter for funding from a recognized lending institution), to reasonably accomplish the development of the Site in accordance with this Agreement. Developer shall accept such conveyance of the parcels identified in Section 103(1) from Agency, and shall pay to Agency as consideration for such conveyances, the sum of money calculated by taking the product of $12.88 multiplied by the totat square footage of property acquired by Agency and conveyed to the Developer through the escrow process as provided for by this Agreement (the "Purchase Price"). For example, if the Agency acquires 231,835 square feet of property to assemble the Site, the Purchase Price would be Two Million Nine Hundred Eight Six Thousand and Thirty Five ($2,986,035), i.e. 231,835 x 12.88 = $2,986,035. On or before the close of escrow between Developer and Agency, the Developer shall deposit or cause to be deposited into escrow 50% of the Purchase Price, a promissory note (the "Promissory Note") equal to 50% of the Purchase Price, and an executed deed of trust (the "Trust Deed") that secures the Promissory Note and provides a claim on the real property conveyed from Agency to Developer described in Exhibit B, and secures the performance of Developer pursuant to this Agreement. Agency hereby agrees to subordinate its Trust Deed to a construction loan, including a land draw, for the sole and exclusive purpose of developing the Project. The Promissory Note shall be payable using the following two-part methodology. (i) The initial phase of the project, estimated to be three (3) months, shall consist of acquiring the property currently located at the Site. The Agency shall attempt to acquire all the properties at the site. Upon the execution of a contract to purchase the final property at the Site, Developer shall provide the Agency with a cash payment equal to 50% of the Purchase Price. In the previously referenced example, the Promissory Note would then be for One Million Four Hundred Ninety Three Thousand and Seventeen ($1,493,017) which would be the balance for the Promissory Note (the "Loan Balance"). Whispering Glen Disposition and Development Agreement Page8of40 ... The Loan Balance shall be increased by the amount of any deferred permit fees and costs provided by the City or Agency. (ii) Upon the sale of each and every Residential Unit at the Site, Developer shall pay the Agency an amount of money equal to the Loan Balance divided by the total number of Residential Units to be constructed at the Site for the Project. For example, if Developer is to construct fifty-two (52) units and the Loan Balance is $1,493,017 (plus the amount of City or Agency-deferred fees) the Developer shall pay to Agency the sum of ($28,711 plus a pro rata portion of City or Agency-deferred fees) after the sale of each Residential Unit is completed. The total number of Residential Units to be constructed shall be determined by Agency at the opening of escrow between Developer and Agency for conveyance of Site. Payments for the Promissory Note towards the Loan Balance by Developer shall be credited first towards any other sums owing and due by Developer to Agency pursuant to this Agreement, including but not limited to, deferred permit fees and costs, and then towards the Promissory Note or Loan Balance. The interest rate for the Promissory Note shall be 4% simple interest. In the event that the Promissory Note is not paid in full pursuant to Section 202 (above), the entire outstanding balance of the Promissory Note shall be due and payable no later than three hundred sixty (360) days from the date the Agency executes and issues to Developer a Release of Construction Covenants. All interest on the Promissory Note shall be deemed forgiven and not payable if the entire balance of the Promissory Note is paid three hundred sixty (360) days from the date the Agency executes and issues to Developer a Release of Construction Covenants. In the event of a default, the Developer shall be obligated to pay the balance of the Promissory Note plus 4% annual simple interest calculated from the date of issuance of the Release of Construction Covenants by Agency to Developer. The Agency shall assure timely processing of all City and Agency requirements necessary for the Project. In the event of default of the Promissory Note, the Agency shall have full recourse on the Promissory Note secured by the Trust Deed. The Promissory Note and Trust Deed shall be generally in the form as shown on Exhibits D and E attached hereto and incorporated by this reference. Both the Promissory Note and Trust Deed shall contain provisions, mutually acceptable to Agency and Developer, for the release from the Trust Deed for each Residential Unit as it is sold. Agency and Developer shall cooperate in providing adequate documentation to provide clear title to third-party buyers. The obligation of Developer to repay the Promissory Note shall not be limited to proceeds of sale of the Residential Units described in Section 101 above or any other particular funds of Whispering Glen Disposition and Development Agreement Pagegof40 . . the Developer, but shall be an absolute obligation of the DeveLoper. C. [203] Escrow Subject to the contingencies set forth in Section 103 above, Agency and Developer agree to open escrow for conveyance of the Site as described in Section 103(1). Escrow shall be with a title company in Los Angeles County, California within six (6) months of the date of this Agreement. This Agreement constitutes the joint escrow instructions of Agency and Developer, and a duplicate original of this Agreement shall be delivered to the escrow agent upon opening of escrow. Agency and Developer shall pi'ovide such additional escrow instructions as escrow agent shall reasonably require and which are necessary and cons stent with this Agreement. The escrow agent is hereby empowered to act under this Agreement and shall carry out its duties as escrow agent hereunder upon indicating its acceptance of the provisions of this Section 203 in writing, delivered to Agency and to Developer within five (5) days after the opening of escrow. Agency shall deposit in escrow and submit such fees, charges, and costs to the escrow agent promptly after the escrow agent has notified Agency of the amount of such fees, charges, and costs, but not later than ten (10) days prior to the scheduled date for the close of escrow. On or before the close of escrow, Developer shall deposit in escrow all documents and sums set forth below: 1. The executed Promissory Note and Trust Deed described in Section 202. 2. 50% of the amount of the Purchase Price. 3. The Developer's performance Security in the amount of $20,000. 4. The portion of the premium for the title insurance policy to be paid by the Developer as set forth in Section 209 of this Agreement. 5. Any other documents required by escrow agent. Agency and Developer shall timely and properly execute, record, and deliver and all necessary documents to close escrow and deliver all deeds. The escrow agent is authorized to: 1. Order and deliver to Developer and Agency copies of a Whispering Glen Disposition and Development Agreement Page10of40 . ~ . preliminary title report and all documents referred to in such report f~ approval by Agency and Developer. 2. Pay and charge Agency for any fees, charges, and costs payable under this Section 203. Before such payments are made, the escrow agent shall notify Agency of the fees, charges, and costs necessary to clear title and close the escrow. 3. Disburse funds, notes, deposits, and deliver the deeds and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by Agency and Developer. Deliver to Developer a title insurance policy insuring title in a form reasonably acceptable to Developer, and conforming to the requirements of Section 209 hereof. 4. Record any instruments delivered through this escrow; if it is necessary and proper to do so in order to vest title in accordance with the terms and provisions of this Agreement. 5. Deliver to the Agency the Developer's Performance Security in the amount of $20,000, a PromisSory Note and Trust Deed described in Section 202, and 50% of the Purchase Price. All funds received in escrow from either Agency or Developer shall be deposited by the escrow agent in an interest bearing account with any state or national bank doing business in the State of California with interest payable to the depositing party. Such funds may be transferred to any other such general escrow account or accounts during this escrow. All disbursements to the parties hereunder shall be made on the basis of a thirty-day (30) month. The time for conveyance and the closing of escrow shall be within forty-five (45) days of the opening of escrow. If escrow is not in a condition to close at the time for conveyance established in Section 204 hereof, any party who then shall have fully performed all acts required to be performed by that party before the conveyance of title may, in writing, terminate this Agreement and demand the return of its money, papers and documents. Notwithstanding the foregoing, the parties shall maintain all rights and remedies in the event of a termination. If neither Agency nor Developer shall have fully performed all of their respective obligations hereunder concerning the conveyance of title to the Site before the time established for said conveyance hereunder, no termination of this Agreement or demand for return shall be effective until ten (10) days after the escrow agent shall have mailed copies of such demand to the other party or parties at the address of the principal Whispering Glen Disposition and Development Agreement Pagellof40 . . place of business of such parties. If any objections are raised concerning said demand within said ten (10) day period, the escrow agent is authorized to hold all money, papers and documents with respect to the Site until the escrow agent receives further written instruction by mutual agreement of the parties or, in lieu thereof, by a court of competent jurisdiction. If no demand is made, the escrow shall be closed as soon as possible. The escrow agent shall not be obligated to return any such money, papers or documents except upon the written instruction of both Agency and Developer, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment of these escrow instructions shall be in writing, signed by both Agency and Developer. At the time of any amendment hereto, the escrow agent shall have the obligation to carry out its duties as escrow agent in accordance with such amendment. All communications from the escrow agent to Agency and to Developer shall be made in accordance with provisions for notices, demands and communications between Agency and Developer set forth in Section 601 hereof. Agency shall not be liable for any real estate commissions or brokerage fees that may arise as a result of this Agreement. Developer represents that it has not engaged any broker, agent, or finder in connection with the execution of this Agreement. Developer hereby agrees to indemnify Agency from liability from any claim for real estate commissions, brokerage fees or finder's fees arising out of any statement or writing made by Developer. D. [204] Conveyance of Title Subject to any mutually agreed upon extensions of time, which shall not be unreasonably withheld, conveyance of title to the Site, in accordance with the provisions of Section 205 hereof, shall occur upon the close of escrow. Agency and Developer agree to perform all acts necessary to accomplish conveyance of title in the same time period. Except as provided elsewhere herein, possession of Site shall be delivered to the Developer concurrent with the conveyance of insurable title, except that limited access that may be permitted in accordance with Section 212 of this Agreement. Agency and Developer agree to use reasonable efforts to perform all necessary acts to accomplish the conveyance of title in the above time period. Whispering Glen Disposition and Development Agreement Page12of40 . . E. [205] Form of Deed Conveyance of title to the Site in the condition provided in Section 206 hereof shall be by grant deed in favor of Developer, in the form generally set forth in Exhibit F. Said deed shall contain the same non-discrimination provisions contained in Section 403. F. [206] Condition of Title Fee simple merchantable and insurable title to Site shall be conveyed free and clear of all recorded liens, encumbrances, covenants, assessments, easements, leases and taxes, except those which are approved by Developer as provided below. Developer shall not unreasonably withhold such approvals. Developer shall order a preliminary title report within two (2) business days of the opening of escrow as a contingency to Developer's obligation to acquire the Site, Developer shall have ten (10) days after receipt of a current preliminary title report for the Site in which to approve or disapprove the condition of title to the Site. Any such disapproval shall specify the matters disapproved and any items not specifically disapproved shall be considered waived and approved. Agency shall have ten (10) days after receipt from Developer of any notice of disapproval in which to notify Developer in writing that Agency agrees to cure the disapproved matter to Developer's sole satisfaction at Agency's sole cost and expense, or that Agency elects not to cause such matter to be so cured. The failure of Agency to give such notice to Developer within ten (10) days period shall be deemed to constitute Agency's election not to cure any disapproved matter. The Developer, at its sole discretion and via written communication, can elect to allow more than (10) working days to allow Agency to cure the disapproved matter. If Agency elects not to cure any such disapproved matter, then Developer shall have ten (10) days thereafter in which to elect by written notice to Agency either to proceed with the purchase of the Site, subject to the other terms and conditions of this Agreement, and to accept title subject to the disapproved matter, or to terminate this Agreement without liability. If Developer elects to terminate this Agreement, then the Developer's Performance Security shall be immediately returned to Developer and neither party shall have any further liabilities or obligations under this Agreement. Developer shall have the same rights to approve or disapprove any additional exceptions to title which are raised in any supplemental or amended preliminary title · report issued subsequent to the preliminai'y title report, Whispering Glen DispositiOn and Development Agreement Page13of40 . . G. [207] Time and Place of Delivery of Deed Subject to any mutually agreed-upon extensions of time, Agency shall deposit the grant deed for the Site with the escrow agent on or before the dates established for the close of escrow. H. [208] Payment of the Compensation Amounts; Recordation of Deeds Developer shall deposit in escrow the Promissory Note, 50% of the amount of the Purchase Price, and any other documents as required by Section 203 of this Agreement. Escrow agent shall notify Developer in writing when all deeds, properly executed and acknowledged, have been delivered to the escrow agent and that title is in satisfactory condition to be conveyed in conformity with the provisions of Section 206 hereof. The escrow agent shall properly file, for recordation, all deeds in the Office of the County Recorder for Los Angeles County. I. [209] Title Insurance Concurrently with the recordation of all deeds conveying title to Site, a title insurance company, ("Title Company") satisfactory to Agency and Developer, shall provide and deliver to Developer title insurance policies issued by the Title Company insuring that title to the Site is vested to Developer in the condition required by Section 206 hereof, and in accordance with the approved preliminary title reports. The Title Company shall provide to Agency and Developer copies of the title insurance policy as soon as possible following transfer to Developer. The title insurance policies shall provide coverage against claims on the Site in an amount to be no less than the Purchase Price set forth in Section 202. Concurrently with the recordation of the grant deed conveying title to the Site, the Title Company shall, if required by Developer, provide to Developer an endorsement to insure the amount of Developer's estimated construction costs of the improvements required by the construction lender or financing in place at the time of closing. Developer shall pay the entire premium for any such increase in coverage requested by it. Agency shall pay only for that portion of the title insurance premium attributable to a CLTA standard fOrm policy of title insurance in the amount of the purchase price for the Site. Developer shall pay for all premiums in excess of the costs of the CLTA standard form policy. J. [210] Taxes and Assessments Whispering Glen Disposition and Development Agreement Page14of40 . ~ . Ad valorem taxes and assessments, if any, on the Site and taxes resulting from this Agreement or any rights hereunder - any or all of which are levied, assessed, or imposed for any period commencing prior to the conveyance of title to the Site to the Developer - shall be paid, or bonded for, by Agency. All ad valorem taxes and assessments levied or imposed for any period commencing after the close of the escrow of the Site shall not be the responsibility of the Agency and shall be paid by the respective title holder. K. [211] Occupants of the Site Except as otherwise agreed, the Site shall be conveyed free of any possession or right of possession of any party other than that of Agency or Developer. L. [212] Due Diligence To conduct an investigation of the Site, Developer will have a thirty-day (30) due diligence period (the "Due Diligence Period") commencing upon the execution of a contract for the last acquisition by the Agency of the properties set forth in Section 103(1). The Agency shall immediately notify the Developer upon the acquisition of the last property. The obligation of Developer to proceed with the Agreement shall be subject to the following conditions ("Conditions Precedent"): 1. Developer being reasonably satisfied with its investigation of the Site including soil, physical condition, zoning, entitlements, availability of utilities (including sewers), and development and permit fees. The condition of title as set forth in Section 206. The environmental condition of the property as set forth in Section 213. During the Due Diligence Period, the Developer shall have the right to enter the Site for the purpose of conducting investigations and tests, all at the sole cost and expense of Developer. Developer shall indemnify and defend Agency against all costs, damages, liabilities or expenses, including mechanics lien claims arising out of Developer's activities on the Site. Unless different times are provided in subsection 2 or 3 above, Developer shall notify Agency in writing of any objections as to the condition of the Site by delivering such written objection to escrow within the Due Diligence Period. Agency Whispering Glen Disposition and Development Agreement Page15of40 ... shall then have ten (10) days to correct the objection to the reasonable satisfaction of Developer, or give written notice to Developer through escrow that Agency elects to terminate the Agreement. If Agency elects to terminate the Agreement, Developer shall have ten (10) days to give written notice to Agency through escrow that Developer waives the objection. If the Conditions Precedent regarding title and environmental conditions of the Site are not met to the reasonable satisfaction of Developer, then this Agreement shall be terminated, and all deposits, and documents shall be returned by escrow agent to the proper parties. M. [213] Environmental Condition of the Site To the extent Developer deems investigation or testing ("Investigations") necessary to ascertain the environmental condition of the Site during the Due Diligence Period, upon written demand by Developer for environmental investigation, Developer shall, at its sole cost and expense, engage an certified and licensed environmental consultant acceptable to Agency to make such Investigations as Developer reasonably deems necessary to ascertain the environmental condition of the Site. Developer shall provide or cause to be provided to Agency, within ten (10) days after Developer's receipt thereof, copies of all reports, test results, and other information obtained or produced through such Investigations. During the Due Diligence Period, the Developer shall approve or disapprove of the environmental condition of the Site by written notice of the Agency within ten (10) days after its receipt of the results of the Investigations. The Developer's approval of the environmental condition of the Site shall be one of the Developer's Condition Precedent prior to the closing of escrow, as set forth in Section 212 hereof and shall be fulfilled, or waived by Developer, within the Due Diligence Period. If the Developer, based upon the Investigations, disapproves the environmental condition of the Site within ten (10) days after its receipt of the results of the Investigations, then the Developer may terminate this Agreement by written Notice to the Agency, delivered concurrently with notice of its disapproval of the environmental condition of the Site. Agency shall have no obligation to pay for or remediate any environmental conditions on the Site pursuant to this Agreement. [214] Zoning of the Site Agency will assist Developer in requesting the City to initiate any and all actions, subject to legal requirements, necessary to realize the Project in accordance with Sections 104 and 302. In the event Developer is unsuccessful, Whispering Glen Disposition and Development Agreement Page16of40 ... after using its best faith effor[s to obtain the required entitlements to permit development of the Site as herein agreed, this Agreement may be terminated by Developer as provided in Section 510 below. Subject to Agency procedures and legal limitations, Agency further agrees to use its best faith efforts to facilitate cooperation with the City to obtain for Developer expedited processing for all entitlements, including, without limitation, required zoning, approval, and, if applicable, any subdivision, or lot combination. III. [300] A. DEVELOPMENT OFTHESITE [301] Development of the Site by Developer and Obligations of Developer 1. [302] Scope of Development The Scope of Development shall include the transfer of the Site from Agency to Developer and development of fifty-two (52) (as determined at the opening of escrow) single-family detached residential units on the Site. Twenty percent (20%) of the Residential Units shall be limited by deed restriction to be affordable to, sold to, and occupied by, households earning 120% or less of the area median income as annually published by the State of California Department of Housing and Community Development. As previously set forth in this Agreement, Agency reserves the right to modify the number of Residential Units to be developed pursuant to Section 103 of this Agreement. 2. [303] Affordable Housing Development a. Pursuant to California Health and Safety Code §33334.3, the Lynwood Redevelopment Agency requires that Agency funds be recaptured if the Income Restricted Units described in Section 101 do not continue to be the principal residence of a Moderate Income Household for the duration of forty-five (45) years. b. Agency shall provide a deferred 3% simple interest loan ("Silent Second") to all Moderate Income Households purchasing Income Restricted Units. The Agency shall determine the amount of the Silent Second at the time of the sale of the Income Restricted Unit to a Moderate Income Household. At the time of the sale of the Income Restricted Whispering Glen Disposition and Development Agreement Page 17 of 40 . _ . Unit from the Developer to the Moderate Income Household, the Agency shall record a deed of trust against the Income Restricted Unit for the amount of the Silent Second. The amount of the Silent Second shall generally be calculated by subtracting the maximum amount that the qualified Moderate Income Household can pay for the Income Restricted Unit at the time of the purchase, i.e. the down payment plus the mortgage loan, subtracted from the current market price of the Residential Units. The market price of the Residential Units shall be the price of the most recent Residential Unit sold that is not an Income Restricted Unit. The Silent Second will be deemed forgiven if the Income Restricted Unit is owned and occupied by a Moderate Income Household for 45 years. c. If all or any part of the Income Restricted Unit or any interest in it is sold, rented, conveyed or transferred to a non- eligible Moderate Income Household (or if a borrower's beneficial interest is sold, rented, conveyed, refinanced, or transferred to someone who is not a natural person) within 45 years following the initial sale of the Income Restricted Unit from Developer to a qualified Moderate Income Household, the Agency shall choose either one (but not both) of two options to recapture its investment in the Income Restricted Unit: (i) (ii) Agency shall enforce its rights to collect the Silent Second based on the number of years that the Income Restricted Unit has been occupied by a Moderate Income Household; e.g. if after 10 years an income Restricted Unit is sold to a buyer that is not a Moderate Income Household, the Agency shall pursue 35/45 (77.7%) of the amount of the Silent Second plus 3% simple interest; or Agency shall pursue a share of the profits from the sale of an Income Restricted Unit to an unqualified buyer by using the appropriate and accepted affordable housing equity appreciation table. d. The Developer shall make all necessary efforts to assure that the Income Restricted Units are initially sold to and occupied by Moderate Income Households. This includes, but Whispering Glen Disposition and Development Agreement Page18of40 ~ . is not limited to, assisting the Agency in executing and recording the necessary documents to assure this. 3. [304] Number of Units The Developer covenants and agrees to construct and reserve twenty percent (20%) of the Residential Units to be purchased and occupied by Moderate Income Households. 4. [305] Owner Occupancy The Indome Restricted Units shall be required to be occupied by a Moderate Income Household as the household's principal residence; and every subsequent purchaser shall be a Moderate Income Household and shall be obligated to occupy the unit as the household's principal residence. This restriction shall evidenced by a recorded covenant on the deed that runs with the land, a recorded promissory note, and recorded covenants, conditions, and restrictions; all of these documents shall apply for 45 years commencing from the sale of the residential unit from the Developer to a Moderate Income Household. The Developer shall take steps and execute any and all necessary documents necessary to effectuate the purposes of this section 300. 5. [306] Income Restrictions Definitions For the purpose of this Agreement, the income restriction definitions are based on the Los Angeles County median income levels as determined by the State of California Department of Housing and Community Development. 6. [307] Obligations of Developer In addition to any other obligations of Developer as set forth in this Agreement, Developer shall also have the following specific obligations. a. The Developer shall comply with the Federal Clean Water Act and the National Pollutant Discharge System (NPDS) requirements to reduce the amount of pollutants in storm water runoff to the maximum extent practicable. b. Developer shall prepare and obtain approval of storm water Whispering Glen Disposition and Development Agreement Page19of40 . . management plans prior to planning or building permit issuance. c. Developer shall construct all temporary and public improvements if any, required for development of the site, all at Developer's cost and expense. d. Comply with the schedule of performance as set forth in Exhibit G. e. Immediately following the closing of escrow, Developer will commence development of the Site and will diligently pursue completion. f. Developer shall develop the Site by constructing the Project, in accordance with the scope of development set forth in Section 302, drawings as shown on Exhibit C, and the schedule of performance attached hereto as Exhibit G. 7. [308] Obligations of Agency In addition to any other obligations of Agency set forth in this Agreement, Agency shall have the following specific obligations: a. Defer all City-imposed permit costs (except plan check fees and out-of-pocket costs) until all the Residential Units are sold, or one year from the date of the issuance of the Completion of Construction Covenants, whichever comes first. Developer shall pay 100% of the fees due for each Residential Unit at the time each unit is sold. b. Agency shall deposit in escrow the grant deed to the Site upon the completing the purchase of all property necessary to develop at fifty-two (52) single family detached residential units set forth in Exhibit B. 8. [309] Preliminary Drawings for Development Prior to construction, Developer shall prepare and submit to Agency, for the Agency's written approval, a preliminary site development plan and related drawings. Agency shall review and approve these documents. The Whispering Glen Disposition and Development Agreement Page 20 of 40 Agency shall not unreasonably withhold its approval of these documents. 9. [310] Preliminary Drawings and Changes The development of the Site shall generally be in conformance with the preliminary drawings and related documents set forth in Exhibit C and further set forth by subsequent submissions by the Developer. Changes to preliminary drawings shall be mutually agreed-upon by Developer and Agency in writing. 10. [311] Final Construction Drawings and Related Documents Developer shall prepare and submit to Agency, for architectural review and written approval by Agency, final construction drawings and related documents for development of the Site. Final construction drawings shall be prepared by Developer in sufficient detail to permit the issuance of the necessary City permits. Agency shall have the right of architectural review and approval, which approval shall not be unreasonably withheld, of all plans and submissions for the development of the Site by Developer. There may be items that are approved by Agency which are subsequently disapproved by the Planning Commission, City Council, or Planning Division. Any disapproval of such plans or submissions by Agency shall include written reasons for disapproval. Following receipt of any notice of disapproval from Agency, Developer shall revise any such plans or submissions and resubmit them to Agency for written approval by Agency within a reasonable time period. If any revision or correction of plans or submissions for the development of the Site shall be required by the City, by any agency, department or bureau of the City, by the County of Los Angeles, or by the State of California having jurisdiction, Developer and Agency shall cooperate in efforts to obtain the approval of such plans or submissions which have otherwise received the approval of Agency, or else to obtain the waiver of any such requirement. If no such approval or waiver is obtained, Agency and Developer shall be bound by any revision or correction required by any such public entity, provided that such revision or correction is not inconsistent with approved drawings and related documents. If Developer desires to make any change in the final construction drawings and related documents for development of the Site after their approval by Agency, Developer shall submit the proposed change to Agency for its written approval. Said approval shall not be unreasonably withheld so Whispering Glen Disposition and Development Agreement Page 21 of 40 long as such changes do not differ significantly from the scope of development defined in this Agreement. Agency shall notify Developer of approval or disapproval in writing within thirty (30) days after submission of the proposed change by Developer to Agency. A proposed change in the final construction drawings for development of the Site shall be deemed to be approved by Agency unless Agency submits written notice of disapproval thereof to Developer setting forth the reasons for disapproval within said thirty (30) day period. Following receipt of written disapproval from Agency, Developer may revise any such proposed change and resubmit it to Agency for written approval by Agency, in accordance with the provisions pertaining to the submission of proposed changes set forth in this Section 307. Agency shall thereafter approve or disapprove any such proposed change in accordance with the procedures otherwise set forth in this Section 305. 11. [312] Cost of Construction The cost of developing the Site and constructing all on-site and off-site improvements thereon required as conditions of the development as described in Section 302 shall be paid by Developer, except for the work expressly set forth in this Agreement to be performed by Agency. 12. [313] Schedule of Performance Subject to extensions of time for causes specified in Section 604 hereof, Developer shall begin and complete all construction on and development of the Site within twenty four (24) months from the closing of escrow. Completion of the Project shall be defined by and evidenced by a City of Lynwood Certificate of Occupancy for the last residential unit on the Site. The Agency will not issue a Release of Construction Covenants until all Residential Units have individually received a certificate of occupancy by a City of Lynwood approved building inspector. [314] Insurance, Hold Harmless, Prevailing Wage,Independent Contractor At the time of the execution of this Agreement, Developer shall, at its own expense, procure, and at all times during the term of this Agreement, maintain in full force and effect, workers compensation insurance and public liability insurance as follows: 1. A policy covering the full liability of Developer to any and all persons employed by them directly or indirectly, in Whispering Glen Disposition and Development Agreement Page 22 of 40 ... accordance with the provisions of the Labor Code, State of California, relating to Workers Compensation Insurance. 2. A policy of public liability insurance in which the City of Lynwood and the Lynwood Redevelopment Agency, its respective officers, employees and agents, shall be named as additional insured, insuring, indemnifying, saving harmless, and agreeing to defend, including costs of defense, said additional insureds against all suits, loss, damage, liability, claims or actions of any persons arising out of the conduct of the authorized activities and operations provided in this Agreement or related to this Agreement, or any consequence thereof whether directly or indirectly. Said public liability insurance shall provide for a single limit for liability covered in the amount of at least One Million Dollars ($1,000,000) covering any period of time that Developer is in possession of the premises or conducting any activities on the premises pursuant to this Agreement, whether or not the activity occurred within the periods stated in this Agreement. Said policy, or policies, of insurance shall require that named additional insureds be given thirty (30) days notice prior to cancellation or change in any policy or policies. 3. The policies aforementioned shall be issued by an insurance carder reasonably satisfactory to Agency and shall be delivered to Agency, prior to the commencement of the term of this Agreement. In lieu of actual delivery of such policies, a certificate issued by the insurance carrier showing such policies to be in force for the period covered by this Agreement may be delivered to Agency. Such policies and such certificates shall be in a form reasonably approved by the Agency attorney. Developer shall hold harmless, indemnify and defend the City and the Lynwood Redevelopment Agency, its respective officers, employees and agents, against all suits, loss, damage~ liability, claims or actions of any persons arising out of Developer's performance of this Agreement or any of its activities pursuant to this Agreement and the consequences thereof whether directly or indirectly. This hold harmless agreement shall be interpreted as broadly as possible to provide the maximum coverage and security to the City and Agency. Developer understands, and the parties hereby agree, that Developer is an independent contractor and that nether it Whispering Glen Disposition and Development Agreement Page 23 of 40 . . nor its agents, servants and employees are servants or employees of the City or Agency for any purpose whatever. The employees of Developer are the responsibility of Developer and are not employees or agents of the City or Agency. Developer shall provide such personnel as may be required to perform the terms of this Agreement. 4. Developer shall hold harmless, indemnify and defend the City and the Agency, its respective officers, employees and agents, against all suits, loss, damage, liability, claims or actions of any persons arising out of any prevailing wage issues that may arise directly or indirectly as a result of Developer's performance of this Agreement, the Project, or any of its activities pursuant to this Agreement and the consequences thereof. C. [315] Permits from City and Other Governmental Agency Before commencement of construction or development of any buildings, structures, or other work of improvement upon the Site, Developer shall, at its own expense except as provided herein, secure, or cause to be secured, any and all permits which may be required by the City or any other governmental agency have jurisdiction over such construction, development or work. Agency shall provide reasonable and proper assistance to Developer in securing any such permits. Developer shall pay all costs of any permits and fees issued or required by City or other regulating agencies. D. [316] Rights of Access Officers, employees, agents and representatives of Agency and the City shall have the right of access to the Site, without the payment of any charge or fee, during normal construction hours. This right shall commence with the conveyance to Developer of possession of the Site and terminate with the issuance by Agency to Developer of the Release of Construction Covenants. Access will be for the purpose of monitoring Developer's obligations and responsibilities under this Agreement, including, but not limited to, the inspection of the work being performed in constructing improvements on the Site. Such officers, employees, agents and representatives of Agency and the City shall be those persons who are identified in writing by the Executive Director of Agency. Notwithstanding any rights of access by Agency, Agency agrees that any inspections and rights of access shall not interfere with any ongoing construction activities of Whispering Glen Disposition and Development Agreement Page 24 of 40 ... Developer. Any damage or injury resulting from such entry shall be promptly repaired or remediated at the sole expense of the entity responsible for such entry. E. [317] Rights of Access - Public Improvements and Facilities Agency for itself, and for the City and other public agencies, reserves the right to enter the Site or any part thereof at all reasonable times and without interference, for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. F. [318] Local, State and Federal Laws Developer shall perform its obligations and responsibilities under this Agreement in conformity with all applicable federal, state and local laws and regulations, including all applicable federal and state labor requirements. G. [319] Anti Discrimination During Construction Developer agrees for itself and its successors or assignees that, in the construction and installation of the improvements provided for in this Agreement, Developer will not discriminate against any employee or applicant for employment based on race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry. H. [320] Taxes, Assessments, Encumbrances and Liens Developer shall pay when due all real estate taxes and assessments assessed and levied for any period subsequent to the conveyance of title to the Site by Agency to Developer. Developer shall not place or allow to be placed on the Site any mortgage, trust deed, encumbrance or lien which is not specifically otherwise authorized by this Agreement. Developer shall remove or have removed any levy or attachment made on the Site, or assure the satisfaction thereof within as reasonable time, but in any event prior to any sale thereunder. Nothing herein contained shall be deemed to prohibit Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to Developer in respect thereto. [321] Prohibition Against Transfer of the Site, and Improvements, and Against Assignment of Agreement Whispering Glen Disposition and Development Agreement Page 25 of 40 . ~ . Prior to the issuance and recordation by Agency of a Release of Construction Covenants as provided hereinafter, and except as provided in Section 107 hereof, Developer shall not, except as permitted by this Agreement, sell, transfer, convey, assign or lease any portion of the Site or the buildings or structures thereon, to which the Release of Construction Covenants pertains without the prior written approval of Agency. J. [322] Security Financing; Right of Holders [323] Encumbrances Prohibited Except Mortgages, Deeds of Trust, or Other Financing for Development Notwithstanding Section 318 hereof, mortgages, deeds of trust, or as any other part of reasonable method of financing is permitted before completion of the construction of the improvements on the Site, but only for the purpose of securing loans of funds to be used solely and exclusively for the construction of improvements on the Site and any other expenditures necessary and appropriate to develop the Site pursuant to this Agreement. Developer shall give prior written notice to Agency of any such proposed mortgage, deed of trust, into which Developer proposes to enter into before executing said documents. Developer shall not enter into any such mortgage, deed of trust without the prior written approval of Agency. Agency shall not unreasonably withhold approval of such mortgage, deed of trust, or any other reasonable method of financing if entered into with a responsible financial or lending institution, or other person or entity approved by Agency. Developer shall promptly notify Agency of any mortgage, deed of trust, encumbrance or lien that has been created or attached to the Site prior to completion of the construction of the improvements on the Site whether such encumbrances or liens have been established by voluntary act of Developer or otherwise. The terms mortgage and deed of trust, as used herein, shall be deemed to include all means of financing real estate acquisition and construction and development. 2. [324] Holder Not Obligated to Construct Improvements The holder of any mortgage, deed of trust or other security interest authorized by this Agreement shall no way be obligated by the provisions hereof to construct or complete the improvements on the Site set forth herein, or to guarantee such construction or completion; Whispering Glen Disposition and Development Agreement Page 26 of 40 ~ . nor shall any covenant or any other provision in the deed for any Site be construed so to obligate each such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. [325] Notice of Default to Holders of Mortgages, Deeds of Trust, or other Security Interest; Right to Cure Whenever Agency delivers any notice or demand to Developer with respect to any breach or default by Developer concerning the completion of construction of the improvements set forth herein, 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. With respect to the rights of Agency hereunder, each such holder shall, at its option, have the right within thirty (30) days after the receipt of the notice, to cure or commence to cure any such default and to add the cost hereof to the security interest debt and the lien pertaining to its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements, beyond the extent necessary to conserve or protect the improvements or construction already completed, without first having expressly assumed Developer's obligations hereunder by written agreement in a form and substance approved by Agency. The holder in that event must agree to complete, in the manner set forth in this Agreement, the improvements to which the lien or title of such holder relates, and must submit evidence satisfactory to Agency that the holder has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvements shall be entitled, upon written request made by the holder to Agency, to be issued a Release of Construction Covenants from Agency, and such holder shall succeed to all other rights of the Developer. Agency agrees to provide such other notices as may be reasonably required by any construction lender of Developer. 4. [326] Failure of Holder to Complete Improvements In any case where the holder of any mortgage, deed of trust or Whispering Glen Disposition and Development Agreement Page 27 of 40 ~ . other security interest creating a lien or encumbrance upon the Site has not entered into an agreement pursuant to Section 322 to construct improvements within six (6) months after the default by Developer in the completion of construction of improvements, but has not proceeded diligently with construction, Agency may, at its option, purchase the mortgage, deed of trust, or other security interest by making to the holder payment of the amount of the unpaid debt, plus any accrued and unpaid interest thereon. If title to the Site has vested in the holder, Agency shall be entitled to conveyance of the Site from the holder, and the holder shall, at the option of Agency convey the Site to Agency, upon payment by Agency to the holder of the amounts to which that holder is contractually entitled. [327] Right of Agencyto Cure Default Pertinent To a Mortgage, Deed of Trust or Other Security Interest In the event of a default or breach by Developer pursuant to a mortgage, deed of trust, or other security interest related to the Site prior to the completion of development of each applicable property constituting the Site, if the holder has not exercised its option to complete the development of the Site, Agency may cure the default or breach prior to completion of any foreclosure thereon. In such event, Agency shall be entitled to compensation from Developer for all costs and expenses incurred by Agency in curing the default, together with interest thereon computed at the maximum rate then allowed by law. Agency shall also be entitled to a lien upon the phases or sub-phases constituting portions of the Site, or any portion thereof, to secure any and all such costs and expenses incurred by Agency. Any such lien to which Agency is entitled shall be subject to mortgages, deeds of trust or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Site, as authorized herein. K. [328] Right of Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title to the Site to Developer, and prior to the recordation of a Release of Construction Covenants for construction and development for the Site, and after Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Site, Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require Developer to pay or make provision for the · payment of any tax, assessment, lien or charge so long as Developer in good faith Whispering Glen Disposition and Development Agreement Page 28 of 40 . . contests the validity or amount thereof, and so long as such delay in payment shall not subject a Site to forfeiture or foreclosure sale. L. [329] Release of Construction Covenants Promptly after completion of all construction and development by Developer of the Site, issuance of a certificate of occupancy on all Residential Units, and when in complete compliance with this Agreement, Agency shall issue to Developer and record a Release of Construction Covenants for the Site, upon written request therefore submitted by Developer to Agency. Agency shall not unreasonably withhold the issuance of the Release of Construction Covenants. Such Release of Construction Covenants shall constitute, and shall so state, the conclusive determination of satisfactory completion of construction required by this Agreement upon the Site, and of full compliance with the terms of this Agreement. After issuance of such a Release of Construction Covenants, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site, shall not because of the ownership, purchase lease or acquisition, incur any obligation or liability under this Agreement, except insofar as such party shall be bound by any covenants contained in the deed, lease, mortgage, deed of trust, contract or other interest of transfer in accordance with the provisions of Sections 301 through 303 and 401 to 403 hereof. Following the issuance of a Release of Construction Covenants, neither Agency nor any other person, shall have any rights or remedies that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provisions of this Agreement, and the respective rights and obligations of the parties with reference to those matters shall be as set forth in the deed, lease, mortgage, deed of trust, contract, or other instrument of transfer. The Release of Construction Covenants pertinent to the Site shall generally be consistent with a form and format to permit it to be recorded in the Recorder's Office of Los Angeles County. The general form of such Release of Construction Covenants is attached hereto as Exhibit H. If Agency refuses or fails to issue a Release of Construction Covenants for the Site after written request is made therefore by Developer, Agency shall, within thirty (30) days following receipt of the written request, provide to Developer a written statement of the reasons Agency refuses to issue a Release of Construction Covenants. If Agency fails to provide such written statement to Developer within said thirty (30) day period, Developer shall be deemed entitled to issuance of the Release of Construction Covenants. Whispering Glen Disposition and Development Agreement Page 29 of 40 ~ . IV. Such Release of Construction Covenants shall not constitute evidence of compliance with, or satisfaction of, any obligation of Developer to any holder of a mortgage, or an insurer of a mortgage securing money lent to finance the improvements on the Site or any part thereof. Such Release of Construction Covenants shall not be deemed to be notice of completion, as referred to in California Civil Code, Section 3093. [400] USE OF THE SITE A. [401] Uses Developer covenants and agrees for itself, its successors, its assigns and every successor in interest that during construction on the Site and thereafter, Developer, such successors and such assignees shall use and devote the Site to the uses approved by the City and as provided for in this Agreement. B. [402] 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, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site; nor shall Developer or any person or party claiming under or through Developer 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, sub lessees, or vendees of the Site or any portion thereof. C. [403] Form of Non-Discrimination and Non-Segregation Clauses Developer shall refrain from restricting the rental, sale or lease of the Site, or any portion thereof, on the basis of race, color, religion, sex, marital status, age, ancestry or national origin of any person. All deeds, leases, or contracts shall contain and be subject to substantially the following non-discrimination or non- segregation clauses: 1. In Deeds: The grantee 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, religion, sex, marital status, age, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, employment of the Whispering Glen Disposition and Development Agreement Page 30 of 40 ... land herein conveyed, nor shall the grantee itself or any person claiming under or through the grantee 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, sub tenants, sub lessees, 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 heirs, executors, administrators 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, religion, sex, marital status, age, ancestry, or national origin in the leasing, subleasing, transferring, use or enjoyment of the land herein leased; nor shall the lessee itself or any person claiming under or through the lessee establish or permit any such practice or practices with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees 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, religion, sex, marital status, age, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through lessee establish or permit any such practice or practices with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein leased. D. [404] Effect and Duration of Covenants Except as otherwise provided herein, the covenants and deeds contained in this Agreement relating to Section 303 or the Income Restricted Units shall remain in effect until the earlier of: (a) expiration of forty-five (45) years from the issuance of a Release of Construction Covenants for the Site or (b) the date the state law requiring such covenants changes that such covenants are not to remain in effect. The covenants against discrimination Whispering Glen Disposition and Development Agreement Page 31 of 40 . . set forth herein shall remain in effect in perpetuity. [500] DEFAULTS, REMEDIES, AND TERMINATION A. [501] Defaults - General Subject to the extensions of time set forth in Section 604 hereof, failure or delay by either party to perform any term or provision hereof constitutes a default under this Agreement. Upon receipt of notice, as hereinafter provided, the party who fails or delays to perform must immediately commence all necessary actions to cure, correct, or remedy any such failure to delay, and shall complete such cure, correction or remedy with all due reasonable diligence. The non-defaulting party shall give written notice of default to the party in default, specifying the default of which the injured party complains. Except as required to protect against further damages, and except as otherwise expressly provided in Sections 507 and 508 hereof, the non-defaulting party may not institute proceedings against the party in default until thirty (30) days after the non-defaulting party gives such notice. Any failure or delay in giving such notice shall not be deemed to constitute a waiver or any default, nor shall it be deemed to change the time of default. Notwithstanding above, the non-defaulting party shall have the right to request injunctive relief where action or inaction by the defaulting party within thirty (30) days will cause damages for which pecuniary relief would be inadequate. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either 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. B. [502] Legal Actions 1. [503] Institution of Legal Actions In addition to any other rights or remedies which it may have hereunder, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, to obtain any other remedy consistent with the purposes of this Agreement, or to accomplish any one or more of the foregoing. Any such legal action must be instituted in the Superior Court of the County of Los Angeles, State of California or in the Federal District Court in the Central Whispering Glen Disposition and Development Agreement Page 32 of 40 ... District of California. 2. [504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement hereof. 3. [505] Acceptance of Service of Process In the event that any legal action is commenced by Developer against Agency, service of process on Agency shall be made by personal service upon the Executive Director of Agency, Lynwood City Hall, 11330 Bullis Road, Lynwood, California 90262 or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Developer, service of process on Developer shall be made by personal service upon Whispering Glen, LLC or in such other manner as may be provided by law. [506] Rights and Remedies Are Cumulative Except as otherwise expressly provided in this Agreement, the rights and remedies of the parties hereto 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 time or different times, of any other rights or remedies for the same default or any other default by the other party. D. [507] Damages If either Developer or Agency defaults with regard to any of the provisions hereof, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured within thirty (30) days after service of the notice of default, unless otherwise excused or extended by the non-defaulting party, the defaulting party shall be liable to the other party for any damages cased by such default. E. [508] Specific Performance If either Developer or Agency defaults under any of the provisions hereof, the non-defaulting party shall serve written notice of such default upon the defaulting · party. If the defaulting party does not cure within thirty (30) days following receipt of Whispering Glen Disposition and Development Agreement Page 33 of 40 .~ . the notice of default, the non-defaulting party, at its option, may institute legal action for specific performance of the terms and provisions of this Agreement. [509] Remedies and Rights of Termination 1. [510] Termination by Developer Developer may terminate this Agreement if Developer is unable to obtain all necessary entitlements and permits from City or Agency to permit the development of the Site in accordance with this Agreement. In the event of such termination, the Developer's Performance Security shall be immediately released to Developer, provided that Developer has first paid any other sums or obligations due to Agency. Upon termination by Developer, Developer shall re- convey possession and title of the Site to Agency concurrent with the termination. 2. [511] Termination byAgency Agency may terminate this Agreement in the event that in violation hereof: a. Developer, or any successor in interest, assigns or executes any assignment of this Agreement or any rights therein or in the Site in violation hereof. b. Developer does not take title to the Site under tender of conveyance by Agency pursuant to this Agreement. c. If Developer has failed or refused to timely perform any of its obligations under this Agreement and has failed to cure any default within the thirty days, after proper notice by Agency; then, any rights of Developer or any assignee or transferee of this Agreement, or any rights of Developer arising therefrom with respect to Agency, this Agreement shall, at the option of Agency, be terminated by Agency, and Developer's Performance Security shall be applied by Agency, to pay all damages including but not limited to appraisal fees, expert witness fees, escrow fees and costs, land acquisition costs, attorneys' fees, experts' fees, and relocation Whispering Glen Disposition and Development Agreement Page 34 of 40 . ~ . costs. [512] 1. Additional Remedies of the Parties for Default [513] Action for Specific Performance If either Developer or Agency defaults under any of the provisions of this Agreement after the conveyance of title and prior to the recordation of the Release of Construction Covenants pertinent to the Site the non - defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured said default within thirty (30) days after service of the notice of default, the non-defaulting Party, at its option, may institute legal action for specific performance of the terms hereof. 2. [514] Right of Reverter In addition to any other rights and remedies set forth in this. Agreement, the fee title to the Site owned by Developer together with all other improvements thereon shall automatically revert to Agency, if after conveyance of title and prior to recordation of the Release of Construction Covenants for the Site, Developer shall fail to cure any breach of this Agreement within the applicable cure period. At the option of Agency, title shall automatically re-vest upon notice and recordation by Agency of written notice of the exercise of this option to revert title; expressly subject to the right of any lender to cure, as provided in this Agreement or in any construction loan documents approved by the Agency. Such right of Agency to repurchase, re-enter and repossess, to the extent provided in this Agreement, shall be subordinate and subject to, and shall be limited by and shall not defeat, render invalid, or limit: a. Any mortgage, deed of trust, or other security instrument permitted by this Agreement; b. Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The deeds of conveyance of the Site from Agency to Developer shall contain appropriate reference and provisions to give effect to the Agency's Whispering Glen Disposition and Development Agreement Page 35 of 40 ... right, as provided in this section under specified circumstances and prior to the recordation of the Release of Construction Covenants, to re-enter and take possession of the Site together ~vith all improvements thereon, and terminate and re-vest in Agency the property conveyed by Agency to Developer hereunder. Upon the re-vesting in Agency of title to the Site or any portion thereof as provided in this Section 515, Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or any part thereof required by Agency, to a qualified and responsible party or parties, as determined by Agency, as soon, and in such manner, as Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan. In selecting such a qualified and responsible party or parties, Agency shall be required to convey the Site to a party or parties who, in the determination of Agency, has the means and qualifications to assume the obligation of making or completing the improvements set forth in this Agreement, or such other improvements in their stead as shall be satisfactory to Agency, and in accordance with the uses specified for the Site in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied as follows: First, to reimburse Agency and the City for morLgages, construction loans, and all reasonable costs and expenses incurred by Agency and the City including, but not limited to: salaries of personnel related to the acquisition; management and resale of the Site or any portion thereof; attorneys' fees; costs and expenses related to repurchase, re-entry, or repossession of the Site; all taxes, assessments, and water and sewer charges with respect to the Site or any portion thereof; and any encumbrances or liens against the Site. Agency shall reserve the right to dispute and not pay encumbrances, liens, taxes, assessments, water and sewer charges. The balance of sales proceeds after the above deductions would be paid to Developer. The rights established in this Section 515 are to be interpreted in light of the intention of the parties hereto that Agency will convey the Site to Developer for development in accordance with this Agreement, and not for speculation in undeveloped land. H. [516] Plans If Developer defaults under any terms or provisions hereof, either prior to or after conveyance of title by Agency to Developer, and such default is not cured as provided herein, final construction drawings, final landscaping plans, and finish grading and parking plans, and such other plans and drawings as have been prepared for the development of the Site up to the date of the default, notwithstanding any contract to the contrary between Developer and its consultants, Whispering Glen Disposition and Development Agreement Page 36 of 40 . . shall be obtained by Developer at its expense and shall become the property of the Agency. Developer shall promptly deliver to Agency any and all such plans upon written request therefore submitted by Agency to Developer. In such event, it is understood and agreed that Agency owns such plans and it or any other developer may use such plans to complete the development of the Site or any other development initiated by Agency. VI. [600] GENERAL PROVISIONS A. [601] Notices, Demands, and Communications Between the Parties Any notice, demand, certificate, request or communication between Agency and Developer shall be deemed to be given and received by the parties five (5) days following the date that it is placed in the United States postal system using registered or certified mail, postage prepaid, return receipt requested, and addressed to the principal offices of Agency and Developer set forth in Section 106 and 107 hereof, or in lieu thereof, on the date that such written notice, demand, certificate, request or communication is hand delivered to the parties at the foregoing principal offices. The addresses of principal offices set forth in Sections 106 and 107 hereof may be changed from time to time by written notice by the parties. B. [602] Conflict of Interest No member, official or employee of Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership, or associate in which he or she is directly or indirectly interested. Developer warrants that it has not paid or given, and will not pay or give, any member, official or employee of Agency or any third person any money or other consideration for obtaining this Agreement. C. [603] Non-Liability of Agency Officials and Employees No member, official or employee Agency shall be personally liable to Developer, or any successor in interest of Developer, in the event of any default or breach by Agency hereunder or for any amount which may become due to Developer or for any obligations under the terms hereof. Whispering Glen Disposition and Development Agreement Page 37 of 40 _ ~ . D. [604] Enforced Delays; Extension of Times of Performance In addition to any other provisions pertaining to extensions of time for performance heretofore set forth in this Agreement, performance by either party hereunder shall not be deemed to be in default for so long as and where delays which prevent commercially reasonable performance are due to: invasion; local insurrection; local strikes; construction material and local labor shortages within Lynwood not resulting from fault of Developer; lock-outs; local riots; floods; earthquakes; fires; casualties; acts of God; epidemics; quarantine; construction material embargos; governmental restrictions or priority; unusually severe weather; acts or failure to act of any public or governmental agency or entity, provided that acts or failure to act of Agency shall not excuse performance by Agency; or any other causes beyond the control and without the fault of the party claiming an extension of time to perform. It is expressly understood that such delays permitted by this section shall only be permitted where such delays directly impact the Site involved and the Developer has no reasonably commercial alternative to perform. An extension of time from any such cause shall only be for the period of the enforced delay, which period shall commence to run from time of the commencement of the cause and written notice of the condition causing the delay. Times of performance under this Agreement may also be extended in writing by mutual agreement of Agency and Developer. E. [605] Inspection of Books and Records Agency has the right, upon not less than forty-eight (48) hours notice, to inspect at all reasonable times the books and records of Developer pertaining to the Site in order to effectuate the purposes of this Agreement. F. [606] Approval of Agency Wherever this Agreement requires Agency to approve or consent to any contract, document, plan, specification, drawing or other matter, such approval or consent shall not be unreasonably withheld. VII. [700] SPECIAL PROVISIONS A. [701] Submission of Documents to Agency for Approval Whenever this Agreement requires Developer to submit plans, drawings, or other documents to Agency for approval, which shall be deemed approved if not acted on by Agency within a specified period of time, said plans, drawings or other · documents shall be accompanied by a letter stating that they are being submitted Whispering Glen Disposition and Development Agreement Page 38 of 40 ... and will be deemed to be approved unless rejected by Agency within the time set forth herein. If there is no time specified herein for such Agency approval or rejection of documents, such documents shall be approved or rejected by Agency within thirty days (30), or they shall be deemed approved. B. [702] Amendments to Thi§ Agreement Developer and Agency agree to mutually consider reasonable requests for amendments to this Agreement, which may be made by lending institutions, or Agency's bond counsel or financial consultants, or Agency or Developer, provided said requests are consistent with the purposes of this Agreement. C. [703] Real Estate Commissions The Agency shall not be liable for any real estate commission, brokerage fees, or finder's fees which may arise from this Agreement or the acquisition of the Site. VIII. [800] ENTIRE AGREEMENT; WAIVERS & AMENDMENTS; SEVERABILITY This Agreement is executed in five (5) duplicate originals, each of which is hereby deemed to be an original. This Agreement includes forty (40) pages and eight (8) exhibits, which constitute the entire understanding and agreement of the parties. This Agreement may be signed in counterparts, provided all original signatures are attached to each original Agreement. The Agency reserves the right to modify and execute the necessary documents to implement this Agreement, including but not limited to, the documents contained as exhibits to this Agreement and incorporated herein by this reference. If a supporting document is found to be inconsistent with the intent of this Agreement, the terms, conditions, and provisions set forth in this Agreement shall prevail. If any portion of this Agreement is ultimately determined not to be enforceable, that portion will be severed from the Agreement and the severability shall not affect the enforceability of the remaining terms of the Agreement. This Agreement integrates all of the terms and conditions set forth herein or incidental hereto, and supercedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions hereof must be in writing and signed by appropriate officers, employees, agents or representatives of Agency and Developer, and all amendments hereto must be in writing and signed by appropriate officers, employees, agents or representatives of Agency and Developer. Whispering Glen Disposition and Development Agreement Page 39 of 40 . ~ . Developer acknowledges that it has had ample opportunity for review and approval of this document by its attorney and that any waiver of representation is as a result of independent decision. Developer further acknowledges that Agency attorney is acting solely on behalf of Agency. In any circumstances where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. IX. [900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement must be approved, executed, and delivered by Agency to Developer within thirty (30) days after the date of its execution and submission to Agency by Developer, or else this Agreement shall be void; except to the extent that Developer shall consent in writing to further extensions of time for the approval, execution, and delivew of the Agreement by Agency to Developer. A. [901] AUTHORITY The undersigned certifies and warrants that he is a representative of Whispering Glen LLC, and is duly authorized to execute this agreement on behalf of Whispering Glen, LLC. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on page five (5) of this Agreement. "AGENCY" "DEVELOPER" Print Name: Print Title: Print Name: Print Title: Signature: Signature: Approved as to form: Print Name: Title: A.qency Attorney Signature: Whispering Glen Disposition and Development Agreement Page 40 of 40 . . EXHIBIT A - SITE MAP I 11 CAF?LIN AVE. EXHIBIT B - LEGAL DESCRIPTIONS ASSESSORS ID 6186-012-006 ADDRESS 12139 Atlantic Avenue Lynwood, CA 90262 LEGAL DESCRIPTION Page 1 DESCRIPTION Order No. 46075743 THAT PORTION OF LOT 2 OF THE J.J. BULLIS TRACT OF THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 612 AND 613 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOUTH 71° EAST 1600.36 FEET FROM THE NORTHWESTERLY CORNER OF SAID LOT 2; THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 19° 15' WEST 329.28 FEET TO THE TRUE POINT OF BEGINNING THENCE SOUTH 19° 15' WEST 50.00 .FEET; THENCE PD2q. ALLEIu WITH SAID NORTHEASTERLY LINE, SOUTH 71~ EAST 276.99 FEET TO SAID SOUTHEASTERLY LINE; THENCE ALONG SAID SOUTHEASTERLY LINE, NORTH 19° 15' EAST 50.00 FEET; THENCE NORTH 71a 276.99 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THE SOUTHEASTERLY 40 FEET IN ATLANTIC AVENUE. ALSO EXCEPT A ONE-HALF INTEREST IN ALL OIL, NATURAL GAS, PETROLEUM AND SIMILAR PRODUCTS PERTAINING TO SAID LAND, AND IN ALL RIGHTS PERTAINING THERETO, FOR A PERIOD OF 10 YEARS FROM AUGUST 1, 1922 AND A PERPETUAL RIGHT TO ONE-HALF OF ALL BENEFITS ACCRUING FROM ANY OIL DEVELOPMENT, COMMISSION OR BONUS OR COMMISSION PAID OR AGREED TO BE PAID, PRIOR TO THE EXPIEATION OF THIS RESERVATION, AS RESERVED BY HARRY E. MANGOLD AND ANNA KATE MANGOLD, HUSBAND AND WIFE, DEED TORRENS REGISTP. ATION; REGISTERED SEPTEMBER 23, 1922 AS INSTRUMENT NO. 2900, OFFICIAL RECORDS ASSESSORS ID 6186-012-005 ADDRESS 12141 Atlantic Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF THE J.J. BULLIS TRACT OF THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOOD, cOUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 612 AND 613 OF MISCELLAi~EOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID CO~, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOUTH 71o 00' EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2; THENCE PARALLEL WITH THE sOUTHEASTERLY LINE OF SAID LOT, SOU~fH 19° 15' WEST 379.28 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOLFfH 19~ 15' WEST 50 FEET; THENCE PARALLEL WITH THE SAID NORTHEASTERLY LINE SOUTH 71° EAST 276.998 FEET TO SAID SOUTHEASTERLY LINE; THENCE NORTHERLY ALONG SAID SOUTHEASTERLY LINE 50 FEET TO A LINE WHICH IS PAR3%LLEL WITH SAID NORTHEASTERLY LINE OF LOT 2 AND WHICH PASSES THROUGH TO THE POINT OF BEGINNING; THENCE ALONG SAID LAST MENTIONED PARALLEL LINE NORTH 71° WEST 276.998 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THE EASTERLY 40 FEET OF SAID LOT 2, INCLUDED WITHIN THE LINES OF ATLANTIC AVENUE. ASSESSORS ID 6186-012-034 ADDRESS 12217AtlanticAvenueLynwood, CA90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF THE J. J. BULLIS TRACT, IN THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 612 AND 613 OF'MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOUTH 71 DEGREES 00 MINUTES EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2; THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 19 DEGREES 15 MINUTES WEST 429.28 FEET TO THE TRUE POINT OF BEGINNING; THENCE PA~RALLEL WITH SAID NORTHEASTERLY LINE NORTH 71 DEGREES 00 MINUTES WEST 10.00 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19 DEGREES 15 MINUTES WEST 200.00 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE, SOUTH 71 DEGREES 00 MINI3TES EAST 286.998 FEET TO SAID SOUTHEASTERLY LINE; THENCE A_LONG SAID SOUTHEASTERLY LINE, NORTH 19 DEGREES 15 MINUTES EAST 200.00 FEET TO A LINE THAT IS PARALLEL WITH SAID NORTHEASTERLY LINE OF LOT 2 AND PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE NORTH 71 DEGREES 00 MINUTES WEST 276.998 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE EASTERLY 40 FEET OF SAID LOT 2 INCLUDED WITHIN THE LINES OF ATLANTIC AVENUE. ASSESSORSlD 6186-012-033 ADDRESS 12225 Atlantic Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF THE J. J. BULLIS TRACT OF SAN ANTONIO RANCHO, IN THE CITY OF LYIFWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS MAP RECORDED IN BOOK 3, PAGES 612 AND 613 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COLTNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTAI%V~ SOUTH 71° EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2; THENCE PA~J~LLEL WITH THE RIGHT SOUTHEASTERLY LINE OF SAID LOT 2, SOUTH 19" 15' WEST 629.28 FEET; THENCE PAP~ALLEL WITH SAID NORTHEASTERLY LINE, NORTH 71" WEST 10.00 FEET TO T~E TRUE POINT OF BEGINNING: THENCE PAR3%LLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19" 15' WEST 93.77; THENCE SOUTH 71° EAST 9 FEET TO THE EASTERLY CORNER OF THE LAND DESCRIBED IN CERTIFICATE OF TITLE NO. QX-338109, ON FILE IN THE OFFICE OF THE REGISTP-3%R OF TITLES OF SAID COLTNTY; THENCE SOUTH 19" 15' WEST 206.23 FEET TO THE SOUTHERLY CORNER OF SAID LAND; THENCE A_LONG THE SOUTHWESTERLY LINE OF SAID LOT 2, SOU/q{ 71° DEGREES EAST 277.99 8 FEET TO THE SOUTHERLY CORNER OF SAID LOT 2; THENCE ALONG THE SAID SOU~I~IEASTERLY LINE, NORTH 19" 15' EAST 300 FEET TO A LINE PARALLEL WITH SAID NORTHEASTERLY LINE, WHICH PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE NORTH 71" WEST 286.998 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THE SOUTHEASTERLY 244.83 FEET OF THE SOUTHWESTERLY 226.33 FEET OF SAID LOT 2. ALSO EXCEPT THE EASTERLY 40 FEET OF SAID LOT 2, INCLUDED WITHIN THE LINE OF ATLANTIC AVEN~3E. D~LSO EXCEPT THEREFROM ONE-HALF INTEREST IN ALL THE OIL, NAT~ GAS, PETROLEUM AND SIMILAR PRODUCTS PERTAINING TO SAID PREMISES AND IN ALL OIL RIGHTS PERTAINING THERETO, FOR A PERIOD OF 100 YEA~S'FROM THE DATE OF THE DEED HEREINAFTER REFERRED TO. IT BEING UNDERSTOOD THAT THE GRANTORS THEREIN SI{ALL HAVE ~ RETAIN A PERPETUAL RIGHT TO ONE-HALF OF ALL BENEFITS ACCURING FROM ~ OIL DEVELOPMENT, COMMISSION OR B01¢3S, OR COMMISSION PAID OR AGREED TO BE PAID, PRIOR TO THE EXPIRATION OF THIS RESERVATION AND THAT THE GR3%NTORS AND THE GRANTEES SHALL HAVE EQUAL RIGHTS IN REGARD TO SAID OIL, GAS AND PETROLEUM PRODUCTS, AS RESERVED IN THE DEED FROM HARRY E. MANGOLD, REGISTERED SEPTEMBER 23, 1922, AS TORRENS DOCUMENT NO. 29000, UNDER CERTIFICATE OF TITLE NO. AV-17737, ON FILE IN THE OFFICE OF THE REGISTRAR OF TITLES OF THE COUNTY OF LOS ANGELES. ASSESSORSlD 6186-012-027 ADDRESS 4317 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF THE J. J. BULLIS TRACT, OF THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOOD, CO~ OF LOS ANGELES, STATE OF Ci~LIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 612 D~FD 613 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COLT/C~Y RECORDER OF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES: COMMENCING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOLV~H 71o 08' EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2; THENCE PAR3%LLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 19° 15' WEST 429.28 FEET; THENCE PAP~ALLEL WITH SAID NORTHEASTERLY LINE, NORTH 71° 08' WEST 10.00 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19° 15' WEST 293.77 FEET; THENCE PAP3%LLEL WITH SAID NORTHEASTERLY LINE, NORTH 71¢ 08' WEST 90 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 71° 08' WEST 82.50 FEET; THENCE P~LLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19° 15' WEST 82.05 FEET; THENCE PAP. ALLEL WITH SAID NORTHEASTERLY LINE NORTH 71° 08' WEST 1.25 FEET; THENCE PAP~ALLEL WITH SAID SOUTHEASTERLY LINE SOUTH 19° 15' WEST 124.18 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT; THENCE ALONG SAID SOf. FI'HWESTERLY LINE, SOUTt{ 71° 08' EAST 83.75 FEET TO A LINE W~ICH IS Pi~uRALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT ~ PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE, NORTH 19° 15' EAST 206.21 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE SOUTHERLY 53.50 FEET THEREOF AS CONVEYED TO THE COUNTY OF LOS ANGELES, BY DEED RECORDED IN BOOK D-2477, PAGE 311, OFFICIAL RECORDS. ASSESSORSlD 6186-012-023 ADDRESS 4327 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THE WEST 40 FEET OF THAT PORTION OF LOTS 2 OF THE J. J. BULLS TRACT OF THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAES 612 AND 613 OF OF MISCELLD2gEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTi~NT SOUTH 71 00' EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2, THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 19° 15' WEST 429.28 FEET; THENCE PAP. ALLEL WITH THE NORTHEASTERLY LINE, NORTH 71° 00' WEST 10 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE SOLFI~{ 19° 15' WEST 293.77 FEET TO THE TRUE POINT OF BEGINNING; THENCE PAP. ALLEL WITH SAID NORTHEASTERLY LINE NORTH 71° WEST 90 FEET; THENCE PARD/~LEL WITH SAID SOUTHEASTERLY LINE SOUTH 19° 15' WEST 206.23 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 2; THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 71° 00' EAST 99 FEET; THENCE PARA.LLEL WITH SAID SOUTHEASTERLY LINE, NORTH 19" 15' EAST 206.23 FEET TO THE A LINE WHICH BEARS SOUTH 71~ EAST AND WHICH PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LAST MEONTIONED LINE, NORTH 71~ WEST 9 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT FROM SAID LAND THE SOUTHERLY 53.50 FEET, AS DEEDED TO THE COUNTY OF LOS ANGELES, BY DEED RECORDED MAY 12, 1964 IN BOOK D2468 PAGE 738, OFFICIAL RECORDS. ASSESSORSlD 6186-012-024 ADDRESS 4331 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF THE J.J. BULLIS TRACT, OF SAN ANTONIO R3kNCHO, IN THE CITY OF LYNWOOD, AS PER MAP RECORDED IN BOOK 3, PAGE 613 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOUTH 71° 00' EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2, THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 19° 15' WEST 429.28 FEET; TBENCE PAP~ALLEL WITH SAID NORTHEASTERLY LINE, NORTH 71° 00' WEST 10 FEET; TBENCE PARALLEL WITH SAID SOUTHEASTERLY LINE SOUTH 19° 15' WEST 293.77 FEET TO TBE TRUE POINT O~ BEGINNING; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE, NORTH 71° 00' WEST 90 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19° 15' WEST 206.23 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 2; THENCE i~LONG SAID SOUTHWESTERLY LINE SOUTH 71° 00' EAST 99 FEET; THENCE PARALLEL WITB SAID SOUTHEASTERLY LINE NORTH 19° 15' EAST 206.23 FEET TO A LINE WHICH BEARS SOUTH 71~ EAST AND WHICH PASSES THROUGH TBE TRUE POINT OF BEGINNING; THENCE ALONG SAID LAST MENTIONED LINE, NORTH 71° WEST 9 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THE WESTERLY 40 FEET OF SAID LAND. ALSO EXCEPT THEREFROM, THE SOUTHERLY 53.50 FEET FOR CARLIN AVENI/E, AS CONVEYED TO THE CO~ OF LOS ANGELES, BY DEED RECORDED MAY 21, 1964 AS INSTRUMENT NO. 5441, IN BOOK 5441, IN BOOK D2480 PAGE 720 OFFICIAL RECORDS. ASSESSORS ID 6186-012-038 ADDRESS 4329 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THAT PORTION OF LOT 2 OF J.J. BULLIS TRACT, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGE 612 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHEASTERLY LINE OF SAID LOT, DISTANT THEREON SOUTH 71° 08' 00" EAST 1600.36 FEET FROM THE NORTHWEST CORNER OF SAID LOT; THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT 2 SOUTH 19° 15' 00" WEST 429.28 FEET; THENCE PAPJtLLEL WITH THE SAID NORTHEASTERLY LINE; NORTH 71° 08' 00" WEST 10.00 FEET; THENCE PARALLEL WITH THE SAID SOUTHEASTERLY LINE, SOLVEH 19° 15' 00" WEST 232 FEET TO THE TRUE POINT OF BEGINNING THENCE CONTINUING SOUTH 19° 15' 00" WEST 61.77 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE; NORTH 71° 08' 00" 172.50 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19~ 15' 00" WEST 82.05 FEET; THENCE PARALLEL WITH THE SAID NORTHEASTERLY LINE, NORTH 71° 08' 00" WEST 1.25 FEET; THENCE PARALLEL WITH THE SAID SOUTHEASTERLY LINE SOUTH 19° 15' WEST 124.18 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT; THENCE THEREON NORTH 71° 08'00" WEST 8.05 FEET TO A LINE PAP, ALLEL WITH THE SAID SOUTHEASTERLY LINE AND WHICH PASSES THROUGH A POINT IN THE NORTHEASTERLY LINE OF SAID LOT, DISTANT THEREON NORTH 71~ 08' 00" WEST 468.798 FEET FROM THE NORTHEASTERLY CORNER OF SAIT LOT; THENCE ALONG THE LAST MENTIONED P/LRALLEL LINE NORTH 19° 15' 00" EAST 550 TO A POINT THREON SOUTH 19° 15' 00" WEST 379.28 FEET FROM THE SAID NORTHEASTERLY LINE; THENCE PARALLEL WITH THE SAID NORTHEASTERLY LINE SOUTH 71~ 08' 00" EAST 10.80 FEET; THENCE PARALLEL WITH THE SAID SOUTHEASTERLY LINE SOUTH 19° 15' 00" WEST 282 FEET; THENCE PARALLEL WITH THE SAID NORTHEASTERLY LINE SOUTH 71~ 08' 00" EAST 171 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE SOUTHERLY 53.50 FEET. ASSESSORSlD 6186-012-037 ADDRESS 4325 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION THE PORTION OF LOT 2 OF THE J.J. BULLIS TRACT OF THE SAN ANTONIO RANCHO, IN THE CITY OF LYNWOODi COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 3, PAGES 612 TO 613 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 2, DISTANT SOUTH 71° 00' EAST 1600.36 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 2; THENCE PARALLEL WITH THE sOUTHEASTERLY LINE OF SAID LOT, SOUTH 19° 15' WEST 379.28 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19° 15' WEST 50.00 FEET; THENCE PAP, ALLEL WITH SAID NORTHEASTERLY LINE NORTH 71° 00' WEST 10.00 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE, SOUTH 19° 15' WEST 232.00 FEET; THENCE PA~q3~LLEL WITH THE NORTHEASTERLY LINE OF SAID LOT 2, NORTH 71° 00' WEST 171.00 FEET, MORE OR LESS, TO A LINE THAT IS PARALLEL WITH SAID SOUTHEASTERLY LINE AND WHICH PASSES THROUGH A POINT IN SAID NORTHEASTERLY LINE DISTANT NORTH 71° 00' WEST, 437.998 FEET FROM THE NORTHEASTERLY CORNER OF SAID LOT; THENCE ALONG SAID LAST MENTIONED Pia_RALLEL LINE, NORTH 19° 15' EAST 282.00 FEET TO A LINE THAT IS PAP~ALLEL WITH SAID NORTHEASTERLY LINE AND WHICH PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LAST MENTIONED pARALLEL LINE, SOUTH 71° 00' EAST 181.00 FEET TO THE TRUE POINT OF BEGINNING. ASSESSORS ID 6186-011-083 ADDRESS 4307 Carlin Avenue Lynwood, CA 90262 LEGAL DESCRIPTION Lot 2 of JJ Bullis Tract in the City of Lynwood as per Map in Book 3 Page 612 of Miscellaneous Maps. EXHIBIT C - DEVELOPER CONCEPTUAL DRAWINGS NORTH CARLIN AVENUE EXHIBIT D - PROMISSORY NOTE PROMISSORY NOTE SECURED BY DEED OF TRUST 1. Principal. For value received, WHISPERING GLEN LLC ("Developer"), promises to pay to the order of THE LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic (AAgency"), 11330 Bullis Road, Lynwood, California 90262, or at such other place as the Agency may from time to time designate in writing, the principal sum of ($. ) (the "Note"). This Note is issued pursuant to that certain Disposition and Development Agreement and Disposition and Development Agreement (the "Agreement") between Developer and Agency, which is fully incorporated herein by this reference. This Note, the Deed of Trust securing this Note, and the Agreement are sometimes collectively referred to herein as the "Agency Documents". 2. Aqency Loan. a. Acquisition Loan/Purchase Price Pursuant to the terms and conditions set forth in the Agreement, the Agency will provide a loan to the Developer in the amount of Dollars ($ ) ("Agency Loan") as payment of the Purchase Price for the acquisition of the Site. For purposes of this Note, the term Site shall have the same meaning as set forth in the Agreement. 3. Repayment. Developer shall make no principal or interest payments on the Agency Loan for the term of this Note except as set forth in Section 10 herein. a. Unless otherwise provided herein, the Agency Loan and the Purchase Price, as evidenced by this Note, shall be fully due and payable as follows: (1) Upon the sale of each of the residential dwelling units to be constructed on the Site by the Developer, the Developer shall pay to the Agency $ . (2) The $ payment, plus other costs and fees set forth in the Agreement, shall be payable to the Agency out of the escrow proceeds from each of the dwelling unit sales. (3) Notwithstanding the above, within one year following the issuance of the Release of Construction Covenants, the total Purchase Price shall be paid to Agency by Developer. Promissory Note Page 1 of 4 4. Prepayment Developer may prepay the outstanding principal balance of the Agency Loan, in whole or in part, at any time without penalty. 5. Lawful Money. Principal payments on the Loan shall be payable in lawful money of the United States of America. 6. Applications of Payments. Payments on the Loan received by the Agency prior to the timesuch payment(s) are scheduled, shall be applied to the principal amount of the Loan. 7. Security. This Note is secured by a first priority deed of trust ("Deed of Trust"), which Deed of Trust creates a lien on the Site (which is legally described in the Deed of Trust). 8. Acceleration by Reason of Transfer or Financinq. The Deed of Trust contains' the following limitations on the right of Developer to transfer the Site (which is defined therein as the Property): In order to induce Beneficiary to make the loan secured hereby Trustor agrees that in the event of any transfer of the Property without the prior written consent of Beneficiary, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Beneficiary may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Deed of Trust, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release Trustor or any maker or guarantor of the Note from any liability thereunder without the prior written consent of Beneficiary. As used herein, Atransfer® includes the sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. ATransfere shall also include the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of any Promissory Note Page 2 of 4 partnership interest in Trustor or any conversion of Trustor to a business entity form other than that of a public benefit nonprofit corporation. ATransfer@ shall not include the leasing of individual commercial or residential units, or other rentable area constructed by Trustor on the Site, so long as Trustor complies with the provisions of the Agreement. In the event of any financing, refinancing or partial refinancing (including any additional financing) not contemplated by the Agreement, the Agency Loan shall be immediately due and payable. 9. Event of Default. The occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder: a. Default in the repayment of the principal balance of the Agency Loan and/or the Purchase Price when and as due pursuant to the terms hereof; or b. The occurrence of an Event of Default under the Agency Deed of Trust now or hereafter securing this Note (including any amendment, modification or extension thereof.) c. Failure to perform pursuant to the Agreement. 10. Remedies in Default. Upon the occurrence of an Event of Default and the expiration of any applicable cure period therefor, then at the option of the Agency, the entire Agency Loan balance, shall, without demand or notice, immediately become due and payable. Should there be an Event of Default not involving the payment of the Purchase Price where all of the dwelling units have not been sold, the Developer shall nonetheless remain fully responsible for the payment of the Purchase Price and interest thereon from the date of such default. Said interest shall be set at the then prevailing Bank of America prime rate plus four percent (4%). Upon the occurrence of an Event of Default, the entire balance of the Agency Loan and/or the Purchase Price, to the extent applicable, together with accrued interest at the then prevailing Bank of America prime rate plus four percent (4%) accruing from the due date of the delinquent payment shall be payable to the Agency by Developer: No delay or omission on the part of the Agency in exercising any right under this Note or under any of the Agency Documents shall operate as a waiver of such right. 11. Waiver. Developer hereby waives diligence, presentment, protest and demand, notice of Promissory Note Page 3 of 4 protest, dishonor and nonpayment of the Agency Note, and expressly agrees that, without in any way affecting the liability of Developer hereunder, the Agency may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Developer further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security, agreement, guaranty or other agreement now or hereafter securing this Note. 12. Attorneys= Fees. If this Note is not paid when due or if any Event of Default occurs, Developer promises to pay all costs of acquisition, enforcement and collection, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 13. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 14. Interest Rate Limitation. It is the intent of Developer and the Agency in the execution of this Note and all other instruments securing this Note that the loan evidenced hereby be exempt from the restrictions of the usury laws of the State of California. The Agency and Developer stipulate and agree that none of the terms and provisions contained herein or in any of the loan instruments shall ever be construed to create a contract for the use, forbearance or detention of money, requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of California. In such event, if the Agency shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of such maximum rate the monies shall, at the option of the Agency, be credited to the payment of the sums due hereunder or returned to Developer. Dated: ,2004 Developer Promissory Note Page 4 of 4 EXHIBIT E - TRUST DEED OFFICIAL BUSINESS Document entitled to free recording per Government Code Section 6103. Recording Requested by and When Recorded Mail to: The Lynwood Redevelopment Agency 11330 Bullis Avenue Lynwood, California 90262 Attn: Louis Morales SPACE ABOVE THIS LINE FOR RECORDING USE DEED OF TRUST Securing Agency Loan with Assignment of Rents This DEED OF TRUST is made this __ day of ,2004, by and between WHISPERING GLEN, LLC ("Trustor"), Chicago Title ("Trustee"), and the LYNWOOD REDEVELOPMENT AGENCY a public body, corporate and politic ("Beneficiary"). Trustor grants, transfers and assigns to Trustee in trust, upon the trusts, covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, and right of entry and possession, all of its title and interest in that real property (the ASite@) in the City of Lynwood, County of Los Angeles, State of California, described in Exhibit AAe attached hereto and incorporated herein by this reference; together with Beneficiary's interest in all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Site; and together with the rents, issues and profits thereof; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantles, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and ail shades, awnings, screens, blinds and other furnishings shall to the extent perm. itted by law be deemed to be permanently affixed to and a part of the realty; and together with all building materials and equipment now or hereafter delivered to said premises and intended to be installed therein; and together-with all plans, drawings, specifications, etc., and articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Site which are necessary to the completion 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; to have and to hold the property hereinbefore described (including the Site and all appurtenances), all such property being referred to collectively herein as the "Property", to Trustee, its successors and assigns for the purposes of securing Trustor performance under that certain DDA and amendments thereto. FOR THE PURPOSE of securing (1) payment of indebtedness of Trustor to the Beneficiary in the principal sum of not less than ($ ) (the "Agency Loan") as set forth in and evidenced by a promissory note of same date herewith between Trustor and Beneficiary ("Agency Note"), together with all sums due thereunder including interest and other charges; (2) the performance of each agreement of Trustor in this Deed of Trust and the Agency Note; (3) the performance of each agreement of Trustor under that certain ADisposition and Development Agreement, ("Agreement") by and between Trustor ("Developer" therein) and Beneficiary (AAgencye therein), on file in the Office of Beneficiary; (4) the performance of each agreement and covenant of Trustor under that certain AGrant Deed@ recorded concurrently herewith, by and between Trustor ("Grantee" therein) and Beneficiary (AGrantor~ therein); and (5) all extensions, amendments, modifications or renewals of the Agency Note, however evidenced, and additional advances evidenced by any note reciting that it is secured hereby; AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That it will pay all sums due and payable set forth in the Agency Note at the time and in the manner provided therein; 2. That it will not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed; 3. That the Agency Note, the Agreement and the Grant Deed (collectively the AAgency Documentse) are incorporated herein and made a part of this Deed of Trust. Upon default under the Agency Note or this Deed of Trust or upon violation of the covenants contained in the Grant Deed, Beneficiary, as its option, may declare the whole of the indebtedness secured hereby to be due and payable. Provided, however, that the Agreement shall only be effective until the issuance by Beneficiary of a Deed of Trust Page 2 of 10 Certificate of Completion as therein provided; 4. That all rents, profits and income from the Property covered by this Deed of Trust are hereby assigned to Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder, to collect such rents, profits and income; 5. That upon default hereunder or under the Agency Documents, Beneficiary shall be entitled to the appointment of receiver by any court having jurisdiction, without notice, to take possession and protect the Property described herein and operate same and collect the rents, profits and income therefrom; 6. That Trustor will keep the improvements now existing or hereafter erected on the Site insured against loss by fire and such other hazards, casualties and contingencies as may be required in writing from time to time by Beneficiary, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. In no event shall the amounts of coverage be less than one hundred percent (100%) of the insurable value or not less than the unpaid balance of the first deed of trust on the Property and this Deed of Trust, whichever is more. (For purposes of this Deed of Trust insurable value shall mean the total replacement cost of the improvements). Such policies shall be endorsed with standard mortgage clause with loss payable to Beneficiary and certificates thereof together with copies of original policies shall be deposited with Beneficiary; 7. To pay, at least ten (10) days before delinquency, any taxes and assessments affecting said Property when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto, all costs, fees and expenses of this Deed of Trust; 8. To keep said Property in good condition and repair, including maintenance of said property. To pay when due all claims for labor performed and materials furnished therefor (unless contested in good faith if Trustor provides security satisfactory to Beneficiary that any amounts found to be due will be paid and no sale of the Property or other impairment of the security hereunder will occur); to comply with all laws affecting said Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said Property in violation of law an/or covenants, conditions and/or restrictions affecting said Property (including, but not limited to, the Grant Deed); not to permit or suffer any alteration of or addition to the improvements hereafter constructed in or upon said Property without the consent of Beneficiary; 9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorneys= fees in a reasonable sum; in any such action or proceeding in which Beneficiary or Trustee may appear; Deed of Trust Page 3 of 10 10. Should Trustor fail to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon said Property for such purposes, may commence, appear in and/or defend any action or proceeding purpoding to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees; 11. Beneficiary shall have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by Beneficiary shall be added to the principal sum secured hereby; 12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the rate specified in the Agency Note; 13. That the Agency loan advanced hereunder is to be used for the acquisition and development of the Site in accordance with the requirements of the Agreement; and upon the failure of Trustor to keep and perform all the covenants, conditions and restrictions of the Agency Documents, the principal sum and all arrears of interest, and the other charges provided for in the Agency Note shall at the option of Beneficiary become due and payable, anything contained herein to the contrary notwithstanding. 14. Trustor further covenants that it will not voluntarily create, suffer or permit to be created against the Property, subject to this Deed of Trust, any lien or liens except as authorized by Beneficiary and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on the Site; 15. That any and all improvements made or about to be made upon the Site, and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; 16. Trustor herein agrees to pay to Beneficiary or to the authorized loan servicing representative of Beneficiary a charge not to exceed $15.00 for providing a statement regarding the obligation secured by this Deed of Trust as provided by Section 2954, Article 2, Chapter 2, Title 14, Division 3 of the California Civil Code. IT IS MUTUALLY AGREED THAT: Deed of Trust Page 4 of 10 17. If the development of the improvements as set forth in the Agreement shall not be carried out with reasonable diligence, or shall be discontinued at any time for any reason other than strikes or lockouts, Beneficiary, after due notice to Trustor or any subsequent owner, is hereby invested with full and complete authority to, but not obligated to: enter upon the Site, employ watchmen to protect such improvements from depredation or injury and to preserve and protect the personal property therein, and to continue or discontinue any and all outstanding contracts for the erection and completion of said building or buildings, to make and enter into any contracts and obligations wherever necessary, either in its own name or in the name of Trustor, and to pay and discharge all debts, obligations and liabilities incurred thereby. All such sums so advanced by Beneficiary (exclusive of the indebtedness secured hereby) shall be added to the principal of the indebtedness secured hereby and shall be secured by this Deed of Trust and shall be due and payable on demand with interest at the rate specified in the Agency Note; 18. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute an its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting said Property, are hereby assigned to Beneficiary. After deducting therefrom all its expenses, including attomey=s fees, the balance of the proceeds shall be applied to the amount due under the Agency Note secured hereby. No amount applied to the reduction of the principal shall relieve Trustor from making additional payments as required by the Agency Note; 19. Upon default by Trustor in making any payments provided for herein or in the Agency Note secured hereby, and if such default is not made good pursuant to the Agreement, or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust, or Agency Documents within thirty (30) days after written demand therefor by Beneficiary, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose on this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust, the Agency Note and all documents evidencing expenditures secured hereby. 20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said Property at the time and place fixeLI by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of Deed of Trust Page 5 of 10 said Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. Purchaser shall be required to seek an Agreement with the Agency for any development on the Site. Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee--s fees or attorneys' fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee=s deed; (,~) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in the Agency Note; (4) all other sums then secured hereby including but not limited to construction loans; and (5) the remainder, if any, to the person or persons legally entitled thereto; 21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of 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 in which the proper~y is situated, shall be conclusive proof of proper appointment of the successor trustee; 22. 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; 23. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and the Agency Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as Athe person or persons legally entitled thereto; 24. The trust created hereby is irrevocable by Trustor; 25. This Deed of Trust applies to, insures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term ABeneficiary® shall include not only the original Beneficiary hereunder but also any future owner and holder including pledgees, of the Agency Note secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of each Deed of Trust Page 6 of 10 Trustor hereunder are joint and several; 26. 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 Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee; 27. The undersigned Trustor requests that copies of any notice of default and of any notice of sale hereunder be mailed to it at 148 W. Orange St., Covina, CA 91723, Attention: Whispering Glen LLC. 28. This Deed of Trust contains the following limitations on the right of Trustor to transfer the Property (as defined in the Deed of Trust); In order to induce Beneficiary to make the loan secured hereby Trustor agrees that in the event of any transfer of the Property without the prior written consent of Beneficiary, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Beneficiary may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Deed of Trust, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release Trustor or any maker or guarantor of the Agency Note from any liability thereunder without the prior written consent of Beneficiary. As used herein, "Transfer" includes the sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. ~,Transfer® shall also include the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of any partnership interest in Trustor or any conversion of Trustor to a business entity form other than that of a public benefit nonprofit corporation. In the event of any financing, refinancing or partial refinancing (including any additional financing) not contemplated by the Agreement, the Agency Loan shall be immediately due and payable. Deed of Trust Page 7 of 10 29. Trustor shall permit Beneficiary and its agents or representatives, to inspect the Property at any and all reasonable times, with or without advance notice. 30. Trustor shall be subject to and comply with all of the restrictions set forth in the Agreement and Trustor hereby consents to such restrictions and agrees to be bound thereby. Such restrictions shall be in addition to and not in limitation of the rights of Beneficiary expressly set forth in this Deed of Trust. 31. For purposes of this Deed of Trust, AHazardous Materials@ mean and include any hazardous, toxic or dangerous waste, substance or material including, without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic substances and any materials or substances defined as hazardous materials, hazardous substances or toxic substances in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended (42 U.S.C. 9601, et. seq.), the Hazardous Materials Transportation Act (49 U.S.C. , , 1601, et. seq.), the Resource Conservation and Recovery Act (42 U.S.C. ,, 6901, et. seq.) and those substances defined as hazardous wastes in ' 25117 of the California Health and Safety Code or as hazardous substances 25316 of the California Health and Safety Code or in any regulations promulgated under either such law, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. 32. In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Site or any part thereof, and neither the Site nor any part thereof, or any property adjacent thereto, has ever been used (whether by the Trustor or, to the best knowledge of the Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials; (b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents (collectively the AAgencye) harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presehce or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Site or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Site (including, without Deed of Trust Page 8 of 10 limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called ASuperfund@ or ASuperlien@ law, or any other federal, state or local statute, law, ordinance, code, rule regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials), regardless of whether or not caused by, or within the control of Trustor. However, notwithstanding the foregoing, in no event shall the above indemnification be construed by any of the parties hereto to apply to any party other than the Agency nor shall it preclude the Trustor from asserting any rights or claims it may have against any other parties relative to such escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Site as set forth herein above. (c) Trustor has not received any notice of: (i) the happening of any event involving the use, spillage, discharge or cleanup of any Hazardous Materials (AHazardous Discharge@) affecting Trustor or the Property or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Site (AEnvironmental Complaint@) from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If Trustor receives any such notice after the date hereof, then Trustor will give, within seven (7) business days thereafter, oral and written notice of same to Beneficiary. (d) Without limitation of Beneficiary's rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Site which, if true, could result in an order, suit or other action against Trustor affecting any part of the Site by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand together with interest thereon at a rate equal to the rate payable under the Agency Note secured hereby. (e) The foregoing representations, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release. 33. The following shall be an Event of Default: (a) Failure of Trustor to pay, when due, principal and interest and any other sums or charges on the Agency Note, in accordance with the Deed of Trust Page 9 of 10 provisions set forth in the Agency Note; (b) A violation of the terms, conditions or covenants of the Agreement or this Deed of Trust prior to the Release of Construction Covenants; or (c) A default under any senior deed of trust. 34. Upon the occurrence of an Event of Default as described in Section 33, Trustor shall be obligated to repay the Agency Note and Beneficiary may, by action, suit or proceeding at law or in equity, sue for, and enforce payment of any and all amounts due by Trustor pursuant to the terms of the Agency Note and/or sue to enforce the performance of the obligations of Trustor under the Agency Documents, subject to the terms and conditions of the Agreement. 35. The Agency Note secured by this Deed of Trust evidences and non- recourse only obligation of Trustor. 36. All expenses (including reasonable attorneys' fees and costs and allowances) incurred in connection with an action to foreclose, or the exercise of any other remedy provided by this Deed of Trust, including the curing of any Event of Default, shall be the responsibility of Trustor. 37. Each such successor owner of an interest in the Property other than through foreclosure, shall take its interest subject to this Deed of Trust. "TRUSTOR" By: Dated: Deed of Trust Page 10 of 10 EXHIBIT F - GRANT DEED OFFICIAL BUSINESS Document entitled to free recording per Government Code Section 6103. Recording Requested by and When Recorded Mail to: THE LYNWOOD REDEVELOPMENT AGENCY 11330 Bullis Road Lynwood, California 90262 Attn: Executive Director SPACE ABOVE THIS LINE FOR RECORDING USE GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California, herein called "Grantor", acting under the Community Redevelopment Law ( California Health and Safety Code 33000, et seq.) of the State of California, hereby grants, deeds and conveys to Whispering Glen LLC, herein called "Grantee", that real property in the City of Lynwood, County of Los Angeles, State of California, commonly referred to as the ' 'Atlantic Carlin" site as more particularly described in attached Exhibit A: All of the terms, covenants and conditions of this Grant Deed shall be binding upon and shall inure to the benefit of the Grantee and the permitted successors and assigns ofthe Grantee. Wherevertheterm "Grantee,, is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. The Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that it shall pay when due all real taxes and assessments assessed and levied on or against the Property and each portion thereof from the date of recordation of this Grant Deed. Nothing herein contained shall be deemed to prohibit the Grantee from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Grantee in respect thereto, so long as such contest shall not subject the property or any portion thereof to forfeiture or Grant Deed Page 1 of 4 sale. The Grantee hereby covenants and agrees for himself, his successors, his assigns, and every successor in interest to the Property or any part thereof, that in the construction of the Improvements on the Property, the Grantee will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, creed, religion, national origin, or ancestry. The Grantee covenants and agrees for himself, his successors, his assigns, and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, age, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property 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 of the property. Grantees shall refrain from restricting the rental, sale, or lease of the property on the basis of sex, marital status, race, color, creed, age, religion, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to the following non-discrimination or non-segregation clauses: a. In deeds: The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all person 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, age, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or herself, 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, sub-lessees or vendees in the premises herein conveyed. The foregoing covenant shall run with the land. b. In leases: The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: Grant Deed Page 2 of 4 That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sect, marital status, age, national origin or ancestry, in the leasing, subleasing, transferring, use occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee himself or herself, of 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, sub-lessees, or vendees of the land. 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, transfer, or use, occupancy, tenure, or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub-lessees, or vendees of the land. 6. This Grant Deed shall not merge with any other agreement between Grantor and Grantee. 7. The covenants established herein shall, without regard to technical classification and designation, be binding on Grantee and any successor in interest to the Property or any part thereof for the benefit and in favor of the Grantor, its successors and assigns, and the Lynwood Redevelopment Agency. 8. Breach of any of the covenants, conditions, restrictions, or reservations contained in this Grant Deed shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property, whether or not said mortgage deed of trust is subordinated to this Grant Deed, but unless otherwise herein provided, the terms, conditions, covenants, restrictions, reservations, of this Grant Deed shall be binding and effective against the holder and any owner of the property, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 9. Grantee shall be obligated only for acts or omissions occurring during its ownership or title to the Property. Grant Deed Page 3 of 4 IN WITNESS THEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of ,2004. LYNWOOD REDEVELOPMENT AGENCY A public body, corporate and politic ("GRANTOR',) Date: By:. Executive Director ACKNOWLEDGMENT AND ACCEPTANCE Grantee hereby accepts and approves each of the conditions, covenants, and restrictions set forth in this Grant Deed. Executed this day of ,2004 in Lynwood, California ("GRANTEE') Date: By: Grant Deed Page 4 of 4 EXHIBIT G - SCHEDULE OF PERFORMANCE EXHIBIT H - RELEASE OF CONSTRUCTION COVENANTS Recording Requested by: LYNWOOD REDEVELOPMENT AGENCY When Recorded Return to: LYNWOOD REDEVELOPMENT AGENCY 11330 Bullis Road Lynwood, California 90262 Attn: Executive Director SPACE ABOVE THIS LINE FOR RECORDING USE RELEASE OF CONSTRUCTION COVENANTS WHEREAS, Whispering Glen LLC, a California Limited Liability Company (the "Developer") is the owner of certain real property situated in the City of Lynwood, California (the "Site"), as more specifically and legally described in Exhibit "A" (to be added), attached hereto and made a part hereof, and has agreed to construct certain improvements upon the Site (the "Improvements ) and WHEREAS, pursuant to a Disposition and Development Agreement entered into with the Developer on (collectively the "DDA"), the Lynwood Redevelopment Agency, a public entity corporate and politic (the "Agency"), has agreed to furnish the Developer with a Release of Construction Covenants (the "Release") upon completion and development of the Improvements, and that such Release shall be in such form as to permit it to be recorded in the County Recorder's Office of Los Angeles County; and WHEREAS, this Release shall be conclusive determination of satisfactory completion of the construction and development of the Improvements on the Site, as required by the DDA; and WHEREAS, the Agency has conclusively determined that the construction and development of the Improvements, on the Site, as required by the DDA have been fully and satisfactorily completed. WHEREAS, the purchase price for the land described in Exhibit A shall be paid by Developer to Agency no later than one year following the issuance of the Release. NOW THEREFORE, it is hereby acknowledged and agreed by the parties hereto that: 1. As provided in the DDA, the Agency does hereby certify that construction and development of the Improvements on the Site have been fully and satisfactorily completed as required by the DDA; and 2. Except as specifically and otherwise provided in the DDA, nothing contained in this Release shall modify in any way the provisions of the DDA, and all such provisions which shall survive the issuance of this Release. IN WITNESS WHEREOF, the Agency has executed this Release the __ day of 2004. LYNWOOD REDEVELOPMENT AGENCY By: Le.qal Description of Site RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND WHISPERING GLEN, LLC FOR THE DEVELOPMENT OF FIFTY TWO (52) HOUSES AT/NEAR THE NORTHWEST CORNER OF ATLANTIC AND CARLIN AVENUES WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to enter into a Disposition and Development Agreement ("DDA") with Whispering Glen, LLC ("Developer"), which provides for the development of fifty two (52) houses; and WHEREAS, the Agency desires to consider the disposition of the Agency property in connection with the development of the Site by the Developer; and WHEREAS, the proposed DDA contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications necessary to ensure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed DDA and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed DDA and believe that development pursuant thereto is in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight and produce affordable housing in the Project Area; WHEREAS, the Agency has prepared a summary report for the proposed project which complies with the provisions of the California Health and Safety Code Section 33433. NOW, THEREFORE, IT IS RESOLVED by the Lynwood Redevelopment Agency as follows: Section 1. The Agency hereby finds and determine that the development of the Site pursuant to the DDA is in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency finds and determine that the development of the Site pursuant to the proposed DDA is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency hereby finds and determine that the development of the Site pursuant to the proposed DDA will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed DDA and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Agency finds that the sale of the property contemplated by the DDA will assist in the elimination of blight and provide affordable housing. Section 6. The Agency finds that the sale of the property as contemplated by the DDA is in the interests of the health, safety and welfare of the City, is in accordance with the Redevelopment Plan, is consistent with the Implementation Plan adopted pursuant to Health and Safety Code Section 33490 and will be of benefit to the Project Area. Section 7. The Agency approves the sale of the property contemplated by the DDA. Section 8. The Executive Director of the Agency is hereby authorized to execute the DDA. Section 9. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the DDA, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the DDA. AppROvED AND ADOPTED this 4th day of January 2005. RAMON RODRIGUEZ, CHAIRMAN Joseph Wang Interim Executive Director APPROVED AS TO FORM: Ronald Wilson Agency Counsel APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director ATTEST: Andrea L. Hooper, Secretary STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned Agency Secretary for the Lynwood Redevelopment Agency, do hereby certify that the foregoing Resolution was passed and adopted by the Lynwood Redevelopment Agency at a regular meeting held on the day of ,2005. AYES: NOES: ABSENT: ABSTAIN: Agency Secretary, Lynwood Redevelopment Agency STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned Agency Secretary for the Lynwood Redevelopment Agency, do hereby certify that the above and foregoing is a full, true and correct copy of Resolution No.~on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of ,2005. Agency Secretary, Lynwood Redevelopment Agency RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND WHISPERING GLEN, LLC WHEREAS, the Lynwood Redevelopment Agency (the "Agency") wishes to consider the approval of a Disposition and Development Agreement ("DDA") by and between the Agency and Whispering Glen, LLC (the "Developer") for the disposition of certain real property located at the northeast corner of Femwood Ave and Atlantic Ave (the "Site"); and WHEREAS, a Project Environmental Impact Report was prepared for the 1980 Amendment to Redevelopment Project Area "A" ("1980 EIR"); and WHEREAS, the development advances the goals of the 1980 Amendment to Lynwood Redevelopment Project Area "A" ("1980 Amendment") described in the 1980 EIR which goals are to (1) arrest the decline and decay and the spread of blight throughout the project area, (2) restore and revitalize existing residential, commercial and industrial areas to viable centers serving community and regional needs, and (3) stimulate and attract private investment thereby improving the City's economic health, employment opportunities and tax base; and WHEREAS, the 1980 EIR addresses the environmental impacts of the development pursuant to the proposed DDA; and WHEREAS, the Agency has prepared an Initial Study and found and determined that a subsequent EIR is not needed because none of the following conditions of Section 15162 of Guidelines for the Implementation of the California Environmental Quality Act ("CEQA Guidelines") have occurred: Subsequent changes are proposed in the project which will require important revisions to the 1980 EIR due to the involvement of new significant impacts not considered in the 1980 EIR; and Substantial changes occurred with respect to the circumstances under which the project was undertaken due to the involvement of the new significant impacts not covered in the 1980 EIR; and · New information of substantial importance to the project has become available. NOW, THEREFORE, the Lynwood Redevelopment Agency hereby resolves as follows: Section 1. The redevelopment of the Site provided for by the DDA is covered by the 1980 EIR which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project". Section 2. The redevelopment of the Site provided for by the DDA Was considered in the 1980 EIR as part of the Project. Section 3. The 1980 EIR was considered prior to the approval of the DDA. The Agency hereby finds: the redevelopment pursuant to the proposed DDA is within the scope of the 1980 Amendment previously approved; the effects of the redevelopment pursuant to the proposed Final Environmental Impact Report together with all other development will not cause a significant effect on the environment. All feasible mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the- Project has become available. The final Environmental Impact report, therefore, is determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Section 4. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. Section 5. The Final Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency hereby adopts the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code Section 21081.6: A. The Developer selected by the Agency shall enter into an Agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measures as are the responsibility of the Developer; B. The Agency shall comply with all requirements of the City of Lynwood (the "City") and all public agencies having jurisdiction in any demolition and construction of public works are to be constructed by the Agency; C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such report to be included in the Agency's annual report pursuant to California Health and Safety Code Section 33089.5 and 33080.4; D. The Agency hereby authorizes and directs that a Notice of Determination with respect to the acquisition and development of the Site pursuant to the proposed DDA, and all other Agency actions taken in furtherance thereof, be filed. APPROVED AND ADOPTED this 4th day of January 2005. RAMON RODRIGUEZ, CHAIRMAN Joseph Wang Interim Executive Director APPROVED AS TO FORM: Ronald Wilson Agency Counsel APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director ATTEST: Andrea L. Hooper, Secretary STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned Agency Secretary for the Lynwood Redevelopment Agency, do hereby certify that the foregoing Resolution was passed and adopted by the Lynwood Redevelopment Agency at a regular meeting held on the day of ,2005. AYES: NOES: ABSENT: ABSTAIN: Agency Secretary, Lynwood Redevelopment Agency STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I, the undersigned Agency Secretary for the Lynwood Redevelopment Agency, do hereby certify that the above and foregoing is a full, true and correct copy of Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of ,2005. Agency Secretary, Lynwood Redevelopment Agency SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW ON A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND WHISPERING GLEN LLC.. INTRODUCTION The following Summary Report has been prepared pursuant to Section 33433 of the California Health and Safety Code. The Report sets forth certain details of the proposed Disposition and Development Agreement (DDA) between the Lynwood Redevelopment Agency ("Agency") and Whispering Glen, LLC, a California Limited Liability Company ("Developer"). The DDA between the Agency and the Developer is for a residential housing development located at the northwest comer of Carlin and Atlantic Avenues which contains approximately 5.32 acres ("Site"). The Developer has proposed to construct 52 single family detached housing units ("Project") on the Site. This Summary Report is based upon information contained within the DDA, which commits the Agency to provide certain financial support to the Developer for the Project. This Summary Report is organized into the following seven sections: I. Salient Points of the Agreement: This section includes a description of the Project, and the major responsibilities imposed on the Developer and the Agency by the DDA. I1. Cost of the Agreement to the Agency: This section details the total net cost to the Agency associated with implementing the DDA. II1. Estimated Value of the Interests to be Conveyed Determined at the Hiqhest Use IV. Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning, and the Redevelopment Plan. Estimated Reuse Value of the Interests to be Conveyed: This section summarizes the valuation estimate for the site based on the required use, and with the conditions and covenants required by the DDA. V. Consideration Received and Comparison with Established Fair Reuse Value: This section describes the compensation to be received by the Agency, and explains any difference between the compensation to be received and the established fair reuse value of the site. VI. Blight Elimination: This section describes the existing blighting conditions on the development Site, and explains how the DDA will assist in alleviating the blighting influence. This Report and the DDA are to be made available for public inspection pdor to the approval of the DDA. I. SALIENT POINTS OF THE AGREEMENT A. Project Description The DDA provides for construction of 52 single family detached houses. The Agency will acquire the Site, relocate existing occupants, demolish the improvements, and then sell the Site to the Developer. The Developer will then construct the housing units, of which 20% (10 units) will be affordable to moderate income households. Moderate income households are those households that earn up to 120% of area median income. B. Developer Responsibilities The DDA requires the Developer to complete the following activities: Purchase the Site from the Agency for $2,986,035 ($12.88 per square foot), paying 50% ($1,493,017.50) as a down payment at close of escrow, and providing a purchase money note ("Promissory Note") to the Agency for the balance, secured by a trust deed in favor of the Agency subordinate to a construction loan. The Promissory Note shall accrue interest at the rate of 4% per year, simple interest, which shall be foregiven if the Developer repays the Promissory Note within 360 days of the Agency's execution of the Release of Construction Covenants. 2. Upon the sale of each unit, Developer shall repay a prorata share of the Promissory Note to the Agency in the amount of $28,711 per unit. The Developer shall comply with the Federal Clean Water Act and the National Pollutant Discharge System (NPDS) requirements to reduce the amount of pollutants in storm water runoff to the maximum extent practicable. 2 4. Developer shall prepare and obtain approval of storm water management plans pdor to planning or building permit issuance. 5. Developer shall construct all temporary and public improvements if any, required for development of the site, all at Developer's cost and expense. 6. Comply with the schedule of performance as set forth in Exhibit G to the DDA. 7. Immediately following the closing of escrow, Developer will commence development of the Site and will diligently pursue completion. 8. Developer shall develop the Site by constructing the Project, in accordance with the scope of development set forth in Section 302 of the DDA, drawings as shown on Exhibit C of the DDA, and the schedule of performance attached as Exhibit G to the DDA. 9. While it owns the Site, the Developer shall maintain the improvements, including all landscaping, in compliance with the terms of the Redevelopment Plan and all applicable provisions of the City Municipal Code. 10. The Developer shall sell twenty percent (20%) of the units to moderate income households at pdces and terms that shall be affordable in accordance with state law. These units shall have covenants recorded against them to assure that they remain affordable for forty-five (45) years. C. Agency Responsibilities Under the DDA, the Agency must comptete or cause the following activities: 1. The Agency shall acquire fee title to the Site, relocate all occupants, and be responsible for any remaining acquisition issues. 2. The Agency shall sell the Site to the Developer for $2,986,035 ($12.88 per square foot). 3. The Agency shall cause the City to defer all City permit costs, except plan check fees and out-of-pocket costs. The fees shall be deferred until all the units are sold, or one year from the date of the issuance of the Completion of Construction Covenants, whichever comes first. Developer shall pay 100% of the fees due for each unit at the time each unit is sold. 4. The Agency has a right to cancel the DDA before opening escrow with the Developer if (i) it is not able to acquire sufficient property to build 52 units, or (ii) total acquisition 3 costs, including relocation and other acquisition related fees, exceeds $30 per square foot of land, or (iii) the Agency is unable to acquire financing from Fannie Mae American Communities Fund for the Project. 5. The Agency shall provide the Developer with Preliminary Title Reports and underlying documents for the parcels located within the Site. 6. Agency shall cooperate in efforts of the Developer to secure all necessary permits. II. COST OF THE AGREEMENT TO THE AGENCY The Agency's costs to implement the DDA entails the costs to acquire the Site, relocate existing tenants and assist with development costs. Total Agency costs are estimated at $3,520,212 as indicated below: Estimated A.~lency Costs Real estate acquisition $4,645,000 Relocation $1,152,000 Furniture, Fixture, & Equipment $ 177.000 Goodwill $ 200,000 Consultants & relocation plan $ 89,225 Interest- Fannie Mae $243.022 Subtotal- land acquisition $6,506.247 Less: Proceeds from land sale Net cost to Agency $2.986,035 $3,520,212 III. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Pursuant to Section 33433 of the California Health and Safety Code, this section presents an analysis of the fair market value of the subject property at the highest and best use. Under current market conditions it is assumed that a market rate housing project of single.family detached units available for sale would be the highest and best use of the Site. The proposed use of the subject property must be consistent with the redevelopment plan and the subject property must be developed soon after the transfer of the property; i.e., land speculation is not allowed. In appraisal terminology, the highest and best use can be defined as the legal use (i.e., uses allowed under the redevelopment plan) that will yield the highest value to the land. Therefore, the definition of highest and best use is based solely on the value created 8nd not on whether it enhances or carries out the redevelopment goals and policies established by the Agency. 4 The value of the site at its highest and best use determined based upon the value of residential properties in the area is estimated at $18.21 per square foot or $4,222,469. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency's economic consultant, Rosenow Spevacek Group Inc (RSG), has prepared a reuse value analysis of the Site for the Project. That analysis concluded that given the ten'ns and restrictions required by the DDA, the reuse value of the site is $12.88 per square foot or $2,986,035. This value is predicated upon the Project being developed in accordance with the DDA, with 20% of the residential units restricted to occupar)~, b~,-and pr ced to be affordable to, moderate ~ncome households. A moderate ~ncome household is a househo d that earns up to 120% of the area median income of Los Angeles County. This restriction will be recorded against the properties affected so that they will remain affordable for 45 years. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The DDA requires the Agency to sell the Site to the Developer for $2,986,035, which is the fair reuse value indicated in the RSG analysis VI. BLIGHT ELIMINATION The proposed site is currently composed of a number of blighted commercial and residential structures. Development of the proposed Project on the Site will eliminate these blighted conditions, replacing them with a new development that is consistent with the Redevelopment Plan, adds economic return to the City, and provides new a~f~or_d~ble housing that will meet City Planning and building codes. DATE: TO: FROM: By: JANUARY 4, 2005 HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY Joseph Wang, Interim Executive Direct~'~J Louis Morales, Deputy Executive Direcf~ / Rita Manibusan, Redevelopment Assistar~t~ Subject: DEVELOPMENT CONCEPT REVIEW Purpose: To have the Agency review a development concept submitted by Atlantic Agnes LLC (the "Developer") for the development of a commercial retail center located at the northwest corner of Atlantic Avenue and Agnes Street within Redevelopment Project Area "A". Facts: 1. The Developer purchased the old McDonalds property located at the north west corner of Atlantic Avenue and Agnes Street (See attached Assessor's Map). The McDonalds property is comprised of two parcels I 1833 Atlantic Avenue and 4335-4343 Agnes Street (the "Site"). 2. The Developer proposes to develop a retail center of approximately 4,200 sq. ft. on approximately 1 1,847 sq. ft. of land area (see Site Plan Option "A"). Staff met with the Developer to discuss design improvements and expansion. 3. The Developer expressed interest in expansion a nd submitted another site plan that improved visibility of some of the proposed retail spaces and parking configuration (See option "B"). The Developer does not own the property located 11817 Atlantic Avenue ("Third Party Parcel") however, the Developer has indicated a willingness to pursue the possible acquisition to include the Third Party Parcel into the project. 4. The Developer is requesting approval of the development concept so that they may pursue and establish the final configuration for the project. The Developer is not requesting any financial assistance and the retail center may be an option for those businesses that will be impacted by the Ham Park replacement project. H:\WORDFILE\REDEVELP\LMORALES~AlticAgnesDevConcpt010405.stf.doc Analysis: The Site is currently developed with a vacant former McDonalds building, a parking lot, and a small commercial building and residential unit. The Site is currently underutilized and in a blighted condition. The proposed project under option B coupled with recent concept approval to rehabilitate the former KFC property provides the Agency with the unique opportunity to clean-up the entire block with new retail at essentially no cost to the Agency. In addition, the new retail space developed may be made available to the businesses that will be effected by the Ham Park relocation project. The Developer has submitted two concept for Agency consideration. Option A is for the Development of the former McDonalds property only. Option B incorporates the property located at 11817 Atlantic Avenue. Option B provides a better layout and allows for more parking. Option B also maintains a constant linear building line between the buildings separated by the alley and in turn provides more exposure to the retail spaces proposed on the Agnes side of the Site. Between the two options staff would recommend Option B for reasons noted above. Should the Agency approve the concept for option B the Developer will approach the owner of the property located at 11817 Atlantic Avenue with an offer to purchase. Recommendation: Staff respectfully requests that after consideration the Agency approve the development concept, Option B and direct staff to work with Developer to facilitate and pursue the possible purchase of the Third Party Parcel located at 11817 Atlantic Avenue. H:\WORDFILE\REDEVELP\LMORALES~AlticAgnesDevConcpt010405.stf.doc k,~ II SECOND O IOO FIRST AVE. I I ALLEY I ele ~e. AVE. 8O m ATLANTIC AVE. ~' ~ ~ ~ ~ ~ ~ ~°~ ~1~ ~ ~os FREEWAy' JOSEPHINE STREET ! I FIRST AVE. ALLEY AGNES PROPOSED CENTER ONE STORY COMMERCIAL BLDG. 4335, 43,57. ¢343 AGNES STREET 6~ 22-6" ADJACENT RROPERTY JOSEPHINE STREET AGNES STREET LAVINIA AVE. PROPOSED ONE STORY COMMERCIAL 8LOG ATLANTIC CENTER DATE: January 4, 2004 TO: FROM: BY: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY Joseph Wang, Interim Executive Direc~ Louis Morales, Redevelopment Directo'r,...._.J John Perfitt, Deputy Director of Redevelopment Subject: APPROVAL OF THE AGENCY ENTERING INTO AN AGREEMENT WITH FANNIE MAE FOR ACCESS TO $10,000,000 OF FANNIE MAE COMMUNITY EXPRESS FUNDS AND OPENING A TRUST ACCOUNT WITH US BANK AND MOVING $2,500,000 IN 1999 SERIES A BOND PROCEEDS FROM THE HOUSING FUND TO A NEW TRUST ACCOUNT AND APPROVAL OF MODIFYING THE CONTRACT OF SIDLEY, AUSTIN, BROWN, AND WOOD Purpose: This item facilitates the necessary transactions and transfers required by Fannie Mae to execute the necessary documents and begin using the Fannie Mae Community Express program for Iow and moderate housing development. Facts 1. LRA staff members have been working with Fannie Mae regarding gaining access to additional Iow and moderate-income housing resources. 2. Fannie Mae has approved up to $10,000,000 in financing for the Agency based on the Agency's discretion. The Atlantic Carlin and Alameda Triangle housing projects require the infusion of Fannie Mae Iow and moderate-income housing funds to make the projects feasible as currently structured. The Agency will secure the Fannie Mae Community Express program by using $2,500,000 in tax-exempt bond proceeds from the 1999 issuance of bonds. 5. The Agency is not required to draw down and use the Fannie Mae funds unless it decides to do so. PAGE 1 OF 2 DOCUMENT NAME: 01-04-05 STAFF REPORT FANNIE MAE.DOC AGENDa. i TEM .Analysis: The Fannie Mae Community Express program requires that the Agency secure the Iow-interest line of credit based on a four-to-one, or 25%, basis. Consequently, the Agency will secure the $10,000,000 with $2,500,000 of Agency funds that are dedicated for this purpose. The Agency intends to use 2,500,000 of its tax-exempt housing bond proceeds to provide this security. Fannie Mae also requires that these funds are put into a dedicated trust account that requires Fannie Mae approval before funds can be transferred in and out of this account. Pursuant to Agency direction, Redevelopment Agency staff members are moving closer to closing out the approval process and entedng into the Fannie Mae Community Express program. The necessary documents and the Agency funds secudng the program have to be in place by January 18, 2004. By adopting the attached resolution, Agency members will be approving that the Intedm Executive Director execute the necessary documents to enter into the Fannie Mae Community Express program. Further, this resolution also authorizes Agency staff members to facilitate the opening of a new trust account with U.S. Bank, and to transfer $2,500,000 of 1999 tax-exempt bond proceeds into the new trust account. As approved by the Agency on December 7, 2004, Agency staff members have been working with the law firm of Sidley, Austin, Brown, and Wood to get a wdtten opinion that the proposed use of the 1999 tax-exempt bond proceeds is allowed both pursuant to current IRS tax laws and the covenants related to the bond issuance. The original contract for this opinion was for a not-to-exceed amount of $7,500. Due to some technical issues with Fannie Mae and other unexpected issues, staff members are requesting that this contract be modified to be a not-to-exceed amount of $15,000. Recommendation: Staff respectfully requests that the Agency approve the modification of the contract with Sidley, Austin, Brown, and Wood for a new not-to-exceed amount of $15,000, and adopt the attached resolution authorizing the Executive Director to execute the necessary documents, open a trust account, and make the necessary transfers of bond proceeds to implement the Fannie Mae Community Express program. Attachments 1) Fannie Mae Authorizing Resolution PAGE 2 OF 2 DOCUMENT NAME: 01-04-05 STAFF REPORT FANNIE MAE.DOC RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTIVE DIRECTOR, ON BEHALF OF THE AGENCY, TO ENTER INTO AN AGREEMENT WITH THE FANNIE MAE AMERICAN COMMUNITIES FUND FINANCING PROGRAM FOR $10,000,000.00 WHEREAS, The Lynwood Redevelopment Agency (hereinafter referred to as "LRA") is authorized by law to assist in the acquisition, development and creation of low and moderate income housing for the City of Lynwood; WHEREAS, one of the major impediments to the development and creation of additional low and moderate income housing in the City of Lynwood is the high cost of land acquisition including, but not limited to the associated relocation costs for some projects, and the cost of construction; and WHEREAS, LRA does not have sufficient financial resources to fulfill all of the needs of the City of Lynwood for the acquisition, development and creation low and moderate income housing including the future needs for such housing and to replace necessary housing lost by, among other things, new school construction and new and expanded commercial development within the City of Lynwood; and WHEREAS, LRA is desirous of seeking and obtaining additional financial resources to help with, assist and facilitate the acquisition, development and creation of low and moderate income housing for the City of Lynwood; and WHEREAS, LRA and its staff have received information from and have been informed that Fannie Mae operates a program that provides low interest funding to assist Redevelopment Agencies in the form of loans for the acquisition, development, construction and creation of low and moderate income housing; and WHEREAS, LRA and its staff have been informed that representatives from Fannie Mae have made a preliminary detemdnation that LRA may qualify for as much as ten million dollars ($10,000,000.00) in low interest loans from Fannie Mac's American Communities Fund Financing Program which can be used for, among other things, the acquisition, development, construction and creation of low and moderate income housing; WHEREAS, LRA and its staff believe that it is in the best interests of the citizens of the City of Lynwood and in furtherance of the goals and purposes of LRA to obtain as much as ten million dollars ($10,000,000.00) in low interest loans from Fannie Mae's American Communities Fund Financing Program which can be used for, among other things, the acquisition, development, construction and creation of low and moderate income housing; and WHEREAS, LRA and its staff, after a review and analysis LRA's financial condition and resources and after consultation with financial experts who are familiar with LRA's financial condition and PAGE 1 OF 4 resoumes, have determined that LRA has the ability to repay the ten million dollar ($10,000,000.00) low interest loan from Fannie Mac's American Communities Fund Financing Program in accordance with the proposed term sheet. NOW, THEREFORE, BE IT RESOLVED by the Lynwood Redevelopment Agency as follows: Section 1. The Lynwood Redevelopment Agency does hereby approve, direct and authorize the Executive Director and/or his designee, on behalf of the Agency to enter into an Agreement for low interest loans from Fannie Mac's American Communities Fund Financing Program which can be used for assistance with the acquisition, development, construction and creation of low and moderate income housing for the City ofLynwood; Section 2. The Executive Director of the Agency is hereby authorized to take all necessary steps and execute all necessary documents including, but not limited to, loan and security agreements, promissory notes, general certificates of borrower, required consents, the account control agreement, collateral documentation and requests for the advances to implement the purposes of this resolution and to consummate the application and approval process as reasonably required by Fannie Mae; Section 3. The Executive Director of the Agency, or his authorized designee, be and hereby are directed and authorized to execute such documents to acquire Fannie Mae low interest loans in an amount not to exceed ten million dollars ($10,000,000.); Section 4. Agency Counsel shall review and approve as to form and content all necessary documents including, but not limited to, loan and security agreements, promissory notes, general certificates of borrower, required consents, the account control agreement, collateral documentation and requests for the advances used to implement the purposes of this resolution for said Fannie Mae indebtedness before signing and/or execution by the Executive Director; Section 5. The Executive Director and/or his designee shall prepare and submit to the Agency for approval a written document that specifically designates and identifies 'the source or sources for the repayment or retirement of any such Fannie Mae low interest loan indebtedness authorized by this resolution prior to making a legally binding commitment for the expenditure of any such Fannie Mae funds received as authorized hereby; Section 6. The Executive Director shall exercise his discretion and such reasonable diligence as is necessary to ensure that the indebtedness authorized by this resolution does not conflict with nor create a default or other contractual violation with respect to any of LRA's or the City of Lynwood's other financing obligations including, but not limited to, any bonded indebtedness, loans, security agreements or other similar financing instruments. Section 7. The City Treasurer, working with the Executive Director and/or his designee, shall open a dedicated trust account for the explicit and dedicated purpose of providing collateral for the Fannie Mae Community Express program, and shall transfer, or cause to be transferred to PAGE 2 OF 4 this account, a n a mount o f u p t o $ 2,500,000 made u p o f t ax-exempt bond proceeds from t he 1999 bond issuance and currently held in the housing fund. The Lynwood Redevelopment Agency, based on the forgoing findings and determinations, hereby adopts this resolution. PASSED, APPROVED, and ADOPTED this 4th day of January, 2005 ATTEST: RAMON RODRIQUEZ, CHAIRMAN Andrea L. Hooper, Secretary Joseph Wang, Interim Executive Director APPROVED AS TO FORM: APPROVED AS TO CONTENT: Ronald N. Wilson, Agency Counsel Louis Morales, Deputy Executive Director STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 4th day of January 2005. AYES: NOES: PAGE 3 OF 4 ABSENT: ABSTAIN: City Clerk, City of Lynwood PAGE 4 OF 4