HomeMy Public PortalAboutA2009-04-21LRA~~~-~°d LYNWOOD RED
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EVELOPMENT AGENCY
¢,'P 11330 13lILLIS ROAD LYNWOOD, CALIFORNIA 90262-3845 (310) 603-0220
Maria T. Santillan, Chair
Aide Castro, Vice Chair
Alfredo Flores, Member
Jim Morton, Member
Ramon Rodriguez, 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. Materials related to an item on
this Agenda submitted to the Agency Board after distribution of the Agenda packet are available for public
inspection at the Agency Secretary's office at the above address during normal business hours. Any
person who has a question concerning any of the agenda items may call the City Manager at (310) 603-
0220, ext. 200.
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AGENDA RE ~~~~®
LYNWOOD REDEVELOPMENT AGENCY APR 1.6 2009
APRIL 21, 2009
REGULAR MEETING CITY OF LYNWOOD
CITY CLERKS .OFFICE
5:00 P.M.
LYNWOOD CITY HALL, 11330 BULLIS ROAD ~~~(rru~
MARIA T. SANTILLAN ~'~~- ~"
CHAIR ~ ~Z'
AIDE CASTRO ALFREDO FLORES
VICE CHAIR MEMBER
JIM MORTON RAMON RODRIGUEZ
MEMBER MEMBER
EXECUTIVE DIRECTOR
ROGER L. HALEY
AGENCY COUNSEL
FRED GALANTE
OPENING CEREMONIES:
A. Call Meeting to Order
B. Roll Call (FLORES-MORTON-RODRIGUEZ-CASTRO-SANTILLAN)
C. Certification of Agenda Posting by Secretary
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
PUBLIC ORAL COMMUNICATIONS
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 are removed from the
consent calendar for separate action.
1. MINUTES OF PREVIOUS MEETINGS
Regular Meeting of February 3, 2009
2. RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD,
CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS.
3. FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT BY AND
BETWEEN THE L°YNWOOD REDEVELOPMENT AGENCY (AGENCY) AND RAY PATEL
(DEVELOPER) FOR PROJECT COMMONLY KNOWN AS "REDEWOOD ESTATES"
Comments:
Based upon certain affordability issues involving the project, Agency staff is requesting that
the affordability restrictions on two of the three Restricted Units developed as part of a nine
single family residential project commonly known as "Redwood Estates" (the "Project") be
removed or eliminated so that these units may now be sold at market rate sales prices, and
that $438,000 of Agency funding provided to the Project be repaid to the Agency by the
Developer. In order to effectuate these changes, Agency staff recommends the
approval of a proposed First Amendment to Disposition and Development Agreement.
2
Recommendation:
Staff recommends that the Agency adopt the attached resolution entitled: "A RESOLUTION
OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD
APPROVING THE FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND
RAY PATEL FOR THE PROJECT COMMONLY KNOWN AS REDWOOD ESTATES."
CLOSED SESSION
4. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED
SESSION PURSUANT TO SECTION 54956.8
CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN #6174-008-901
Muriel Drive and Thorson Avenue
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Party: Javier Barajas/JB Construction
Under Negotiation: Price and terms
5. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: Fernwood Estates -Real Property is located in the City of Lynwood along the
Southerly portion of Fernwood Avenue generally between Bullis Road and
Atlantic Avenue; Parcel DD58355-01-01, DD58355-02-01, and DD58463-01-01
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Parties: Hermilio Franco
Under Negotiation: Price and Terms
6. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: 11490 Wright Road
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Party: Lee and Associates, Chuck Bertoni
Under Negotiation: Price and terms
3
7. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: Atlantic Avenue./Carlin Avenue. Housing Development Project -Real Property
on the northwest corner of Atlantic Avenue and Carlin Avenue and identified by
Assessor's Parcel Numbers below:
APNs
I 6186-011-083 I
6186-012-005
6186-012-032
6186-012-033
6186-012-034
6186-012-037
6186-012-900
6186-012-901
6186-012-902
6186-012-903
6186-012-904
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Parties: AMCAL
Under Negotiation: Price and terms
ADJOURNMENT
THE NEXT REGULAR MEETING WILL BE HELD ON MAY 6, 2009 AT 5:00 P.M. IN THE
COUNCIL CHAMBERS OF CITY HALL, 11330 BULLIS ROAD, LYNWOOD, CALIFORNIA.
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DATE:
AGENDA STAFF REPORT
TO: Lynwood Redevelopment Agency Chair & Members
APPROVED BY: Roger L. Haley, City Manag r
PREPARED BY: Maria Quinonez, Secretary
SUBJECT: LYNWOOD REDEVELOPMENT AGENCY MINUTES
Recommendation:
Staff recommends the Lynwood Redevelopment Agency approve the following
minutes:
• Regular'Meeting, February 3, 2009
Background: N/A
Fiscal Impact: N/A
Coordinated With: N/A
April 21, 2009
LYNWOOD REDEVELOPMENT AGENCY
REGULAR MEETING
FEBRAURY 3, 2009
The Lynwood Redevelopment Agency of the City of Lynwood met in a regular meeting
in the Council Chambers, 11330 Bullis Road on the above date at 5:57 p.m.
Chairman Santillan presiding.
Members Castro, Morton, Flores, Rodriguez and Santillan were present.
Also present were Executive Director Haley, Agency Counsel Galante, Secretary
Quinonez and Treasurer Alatorre.
Secretary Quinonez.. announced that the Agenda had been posted in accordance with
the Brown Act.
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
Irene Garcia commented on items #1 and #7 -Regarding item #1; she stated that the
staff report did not say that there would be an impact on traffic congestion at the
proposed project site area. Regarding item #7, she stated that the city should not be
giving money to any,developer to develop in the city.
PUBLIC ORAL COMMUNICATIONS
(None)
NEW/OLD BUSINESS
Item #1 APPROVAL TO ENTER INTO A OWNER PARTICIPATION
AGREEMENT BETWEEN THE LYNWOOD REDEVELOPMENT
AGENCY AND HABITAT FOR HUMANITY OF GREATER LOS
ANGELES, INC. REGARDING 4237 IMPERIAL HIGHWAY;
APPROVAL OF A FINDING OF NO SIGNIFICANT IMPACT FOR THE
PROPERTY LOCATED AT 4237 IMPERIAL HIGHWAY; APPROVAL
OF A RELOCATION PLAN FOR THE RESIDENTS AT 4237
IMPERIAL HIGHWAY; APPROVAL OF A REPLACEMENT HOUSING
PLAN FOR THE DUPLEX LOCATED AT 4237 IMPERIAL HIGHWAY
Q Assistant City Manager Lorry Hempe introduced the item regarding owner participation
agreement between 'the Lynwood Redevelopment Agency and Habitat for Humanity of
Greater Los Angeles, Inc., at 4237 Imperial Highway.
After discussion from Agency Members, it was moved by Vice-Chair Castro, seconded
by Member Morton to adopt the resolution.
RESOLUTION NO. 2009.005 ENTITLED:
RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING AN
OWNER PARTICIPATION AGREEMENT BETWEEN HABITAT FOR HUMANITY OF
GREATER LOS ANGELES, INC. AND THE LYNWOOD REDEVELOPMENT AGENCY
TO CREATE (10) AFFORDABLE HOUSING UNITS LOCATED AT 4237 IMPERIAL
HIGHWAY AND AUTHORIZING THE EXPENDITURE OF 20% SET ASIDE HOUSING
FUNDS; APPROVING A FINDING OF NO SIGNIFICANT IMPACT FOR THE
PROPERTY LOCATED AT 4237 IMPERIAL HIGHWAY; APPROVING A RELOCATION
PLAN FOR. THE RESIDENTS AT 4237 IMPERIAL HIGHWAY; AND APPROVING THE
REPLACEMENT HOUSING PLAN FOR THE DUPLEX LOCATED AT 4237 IMPERIAL
HIGHWAY
AYES: MEMBERS CASTRO,
SANTILLAN
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
FLORES, MORTON, RODRIGUEZ, AND
Item #2 APPROVAL OF STATE RELOCATION RULES AND REGULATIONS
Agency Counsel Fred Galante, introduced the item regarding approval of State
relocation rules and regulations.
After discussion by Agency Members, Vice-Chair Castro made a motion, seconded by
Member Morton to combine and adopt the resolutions of item #2 of the Lynwood
Redevelopment Agency agenda and item #17 of the Lynwood City Council agenda.
RESOLUTION NO. 2009.006 ENTITLED:
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY ADOPTING
RULES AND REGULATIONS GOVERNING THE IMPLEMENTATION OF THE
CALIFORNIA RELOCATION ASSISTANCE LAW, and A RESOLUTION OF THE CITY
COUNCIL OF THE, CITY OF LYNWOOD ADOPTING RULES AND REGULATIONS
GOVERNING THE IMPLEMENTATION OF THE CALIFORNIA RELOCATION
ASSISTANCE LAW
AYES: MEMBERS CASTRO, FLORES, MORTON, RODRIGUEZ, AND
SANTILLAN
NOES: NONE
ABSTAIN: NONE`.
ABSENT: NONE
Item #3 AMENDMENT TO THE AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS FOR 3187-
3189 NORTON AVENUE
Lorry Hempe, Assistant City Manager introduced and discussed the item regarding
amendment to the agreement for purchase and sale of real property and joint escrow
instruction for 3187 - 3189 Norton Avenue. She requested that the Agency Members
amend Section #1 of the resolution to read March 31, instead of March 30.
After discussion from Agency Members, it was moved by Member Morton, seconded by
Chair Santillan, to approve the resolution with the amendment to Section #1 to read
March 31.
RESOLUTION NO. 2009.007 ENTITLED:
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF
LYNWOOD AUTHORIZING THE CHAIR TO EXECUTE AN AMENDMENT TO THE
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT
ESCROW INSTRUCTIONS FOR 3187-3189 NORTON AVENUE
AYES: MEMBERS CASTRO, FLORES, MORTON, RODRIGUEZ, AND
SANTILLAN
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
CONSENT CALENDAR
It was moved by Vice-Chair Castro, seconded by Chair Santillan to approve the consent
calendar and receive and file staff reports.
Item #4 APPROVAL OF THE WARRANT REGISTER
RESLOUTION NO. 2009.008
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD,
CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS
Item #5 TREASURER'S STATEMENT OF INVESTMENT POLICY
RESOLUTION NO. 2009.004 ENTITLED:
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF
LYNWOOD APPROVING THE TREASURER'S STATEMENT OF INVESTMENT
POLICY
Item #6 APPROVAL OF THE CONTRACT SERVICES AGREEMENT WITH
KANE,' BALLMER &BERKMAN
RESOLUTION NO. 2009.009 ENTITLED:
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF
LYNWOOD APPROVING A CONTRACT SERVICES AGREEMENT FOR SPECIAL
COUNSEL SERVICES BETWEEN KANE. BALLMER &BERKMAN. CITY OF
LYNWOOD, AND LYNWOOD REDEVELOPMENT AGENCY
CLOSED SESSION
WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED
SESSION PURSUANT TO SECTION 54956.8
It was moved by Member Rodriguez, seconded by Member Morton, and carried to recess
to closed session at'7:15 p.m.
The Agency reconvened 9:06 at p.m.
Agency Council Galante stated that the Agency met in closed session and with respect
to the following matters:
Item #7 CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: Casa Grande Housing Development Project -Real Property at the
approximate northwest corner of Fernwood Avenue and Imperial Highway,
and Little Alameda Public Right of Way and identified by the Assessor's
Parcel Numbers below and Caltrans Director's Deeds Number below:
APNs
6169-001-001
6169-001-002
6169-001-008
6169-002-901
6169-002-904
6169-002-905
CALTRANS DD 058165-01-01
CALTRANS DD 058166-01-01
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Parties: Casa Grande Development, LLC
Under Negotiation: Price and terms
No reportable action taken.
Item #8 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
PURSUANT TO GOVERNMENT CODE SECTION 54956.9(a)
1. Name of Case: Rogel vs. Lynwood Redevelopment Agency
No reportable action taken.
Item #9 CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN No. 6170-034-024
3187-3189 Norton Avenue, Lynwood, CA
Agency Negotiator: Roger Haley, Executive Director; Fred Galante, Legal Counsel
Negotiating Parties: Ofelia & Jose Rivera
Under Negotiation: Price and Terms
No reportable action taken.
ADJOURNMENT
Having no further discussion, it was moved by Chair Santillan, seconded by Vice Chair
Castro, and carried to adjourn the regular Lynwood Redevelopment Agency meeting at
9:08 p.m.
Maria Santillan, Chair Maria Quinonez, Secretary
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~~~ ~'~~`° AGENDA STAFF REPORT
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--
DATE: April 21, 2009
TO: Honorable Chairperson and Members of the Agency Board
APPROVED BY: Roger L. Haley, Executive Director ~~~`\
PREPARED BY: Robert S. Torrez, Assistant City Manager -Administrative &
Community Services
Monica Ochoa, Accounting Technician
SUBJECT: Approval of the Warrant Register
Recommendation:
Staff respectfully recommends that the Agency Chairperson and Board Members
approve the warrant register for Fiscal Year 2008-2009.
Attached Warrant Register dated April 21, 2009--------------
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~" ~~'~~~4~'~ ~ AGENDA STAFF REPORT
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DATE: April 21, 2009
TO: Honorable Chair and Members of the Agency Board
APPROVED BY: Roger Haley, Executive Direc r
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PREPARED BY: Lorry Hempe, Assistant City Manager
Bruno Naulls, Redevelopment Associat
SUBJECT: First Amendment to Disposition and Development Agreement by
and between the Lynwood Redevelopment Agency and Ray Patel
for Project commonly known as "Redwood Estates"
Recommendation:
Staff recommends that the Agency adopt the attached resolution entitled: "A
RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF
LYNWOOD APPROVING THE FIRST AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD
REDEVELOPMENT AGENCY AND RAY PATEL FOR THE PROJECT COMMONLY
KNOWN AS REDWOOD ESTATES."
Background:
1. On November 11, 2003, the Lynwood Redevelopment Agency (Agency) and Ray
Patel (the "Developer") entered into a Disposition and Development Agreement
(the "DDA") for the construction of eight (8) single family units, with two (2) of the
subject residential units exclusively marketed and sold to persons and families of
low income at affordable sales prices (the "Restricted Units").
2. On May 3, 2005, the Agency, by resolution, authorized amending the DDA to: (i)
increase the total number of units to be developed on the development site (the
"Site") from eight (8) to nine (9) units; (ii) increase the number of Restricted Units
developed on the Site from two (2) to three (3) units; and (iii) increase the
purchase price payable by the Developer for the Site from $280,000 to $315,000.
The subject resolution also approved the payment of $657,000 from certain
Housing and Urban Development (HUD) HOME Program funds (the "Home..
Funds") to the Developer for the specific development and financing for the s le
of the Restricted Units with each such Restricted Unit being provided a $219,0 ~0 IPtll
Agency loan subsidy. Although the subject resolution was approved by t 'e
Agency, no formal or written amendment to the DDA was ever prepared or
executed by the parties evidencing the modifications to the DDA.
3. In November 2005, an independent consultant advised the Agency that the
affordability requirements to be imposed on the Restricted Units no longer
complied with the HOME Fund regulations due to the rapid increase in property
values. As such, the Agency approved and allocated certain funds from the its
Low and Moderate Income Housing Fund (LMIHF) to replace the HOME Funds.
4. In June of 2007, the Developer sold one of the Restricted Units to a qualified low
income household (the "Qualified Buyer").
5. On June 20, 2007 a Homeowner Deed of Trust (Trust Deed) was executed by
the Qualified Buyer in which $219,000 of the LMIHF funds in the form of an
Agency silent second mortgage loan were used to make the purchase of the
Restricted Unit "affordable" to the Qualified Buyer to pursuant to applicable
Community Redevelopment Law (the "CRL"). The Trust Deed was recorded on
June 25, 2007 at the Office of the Los Angeles County Recorder's Office.
6. However, on April 1, 2008, upon a review by Agency Special Counsel of the
"Grant Deed with Use, Affordable Restrictions and Resale Controls" conveying
fee title to the Qualified Buyer (the "Grant Deed"), it was determined that the
Grant Deed did not restrict the sale and occupancy of the Restricted Unit to
persons or families with low or moderate incomes at "affordable housing costs"
for a minimum of 45 years as statutorily required when LMIHF proceeds are used
to finance a development, and certain corrective action was required.
Consequently, Agency staff and Agency Special Counsel were directed to review
and discuss this matter with the Developer for appropriate resolution.
7. Following several discussions with the Developer by Agency staff and Agency
Special Counsel, it was agreed that a proposed First Amendment to Disposition
and Development Agreement (the "First Amendment to DDA") would be
recommended for Agency approval to provide the necessary corrective and
related action.
8. The proposed First Amendment to DDA, if approved, will be executed upon the
adoption of an Agency Resolution.
Discussion & Analysis:
Based upon the affordability issues involving the Redwood Estates residential project
(the "Project"), Agency staff is recommending that the following actions be taken by the
Agency: (i) removal of the affordability restrictions on two (2) of the three (3) Restricted
Units developed as part of the Project; and (ii) repayment by the Developer of $438,000
of Agency funding made available to the Project from the LMIHF due to the fact that
these proceeds will not be used to produce two (2) of the Restricted Units;; and (iii) the
deposit of funds by the Agency in the amount of $438,000 into the LMIHF with
appropriate interest representing the removal of the affordability covenants and
2 .a, . ,.
restrictions on the two (2) formerly Restricted Units. Agency staff is further
recommending that the removal of the subject affordability covenants and restrictions
along with the Developer's repayment obligation which will be reduced from $438,000 to
$383,000 (as a result of $56,000 unauthorized interest payment required of the
Developer by the Agency as part of the purchase price for the Site), be effectuated by
the proposed First Amendment to DDA in the form attached hereto. The proposed First
Amendment to DDA has been approved by the Developer who has executed it and
requests approval consideration by the Agency.
The primary terms of the proposed First Amendment to DDA provide for a twelve (12)
month repayment period (the "Initial Payment Deadline") within which the entire
$382,000 amount shall be paid by the Developer to the Agency as follows: (A) an initial
payment of one hundred thousand dollars ($100,000) upon the execution of the First
Amendment to DDA by the Agency; and (B) the remaining $282,000 balance payable in
three (3 )equal installment of $94,000 upon the sale of each of the three (3) remaining
unsold residential units of the Project by the Developer (the "Installment Payments").
The subject $282,000 amount shall be evidenced by a promissory note bearing simple
interest at the rate of three percent (3%) per annum (the "Promissory Note") and
secured by a first priority deed of trust against each of the three (3) remaining unsold
residential units (the "Remaining Units"). In the event that the Remaining Units have not
been sold and any portion of the $282,000 along with accrued and unpaid interest has
not been paid on or before the Initial Payment Deadline, then the Developer may
request in writing, not later than thirty (30) days prior to the expiration of the Initial
Payment Deadline (the "Extension Notice"), an additional six month period (the
"Extended Payment Deadline") to pay any outstanding balance; pursuant to which, the
Agency shall approve and accordingly extend the term of the Promissory Note upon the
timely delivery of the Extension Notice along with an additional payment of seventy-five
thousand dollars ($75,000) accompanying the Extension Notice.
Fiscal Impact:
The proposed First Amendment to DDA will require the Developer to repay a total
amount of $382,000 plus any accrued and unpaid interest to the Agency which amount,
along with additional Agency funds in the amount of $275,000, shall be deposited into
the LMIHF with appropriate interest.
Coordinated With:
Finance Department
City Manager's Office
Agency Special Counsel
Attachments:
First Amendment to DDA &
Agency Resolution
3
RESOLUTION NO.
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF
LYNWOOD APPROVING A FIRST AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD
REDEVELOPMENT AGENCY AND RAY PATEL FOR THE PROJECT COMMONLY
REFERRED TO AS "REDWOOD ESTATES"
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;
pursuant to which, the Agency previously entered into that certain Disposition and
Development Agreement dated November 11, 2003 (the "DDA") with Ray Patel
("Developer"); and
WHEREAS, the DDA specifically provided for the construction of eight (8) single
family residential units (the "Project"); pursuant to which, two (2) units were to be
exclusively marketed, sold and occupied by low-income persons or families at
affordable sales prices (the "Restricted Units"); and
WHEREAS, on May 3, 2005 the Agency, through Resolution No. 2005.013 (the
"Resolution") purportedly amended the DDA to increase both the number of Restricted
Units of the Project from two to three units and the purchase price payable by the
Developer for the development site from $280,000 to $315,000. The Resolution also
purportedly approved the payment of certain Housing and Urban Development (HUD)
HOME Program funds in the amount of $657,000 (the "HOME Funds") to the Developer
to be used for silent second mortgage loans for each of the three Restricted Units in the
specific amount of $219,000. However, despite the approval and adoption of the
Resolution, no formal or written amendment to the DDA was ever prepared or executed
by the Agency or the Developer to effectuate the provisions of the Resolution; and
WHEREAS, in November 2005, an independent consultant advised the Agency
that the affordability requirements imposed on the Project by the Agency no longer
complied with the requirements of the HOME Program due to an increase in property
values causing the Agency to replace the Home Funds with funds from the Agency's
Low and Moderate Income Housing Trust Fund (the "LMIHF Account"); and
WHEREAS, upon a review of a "Grant Deed with Use, Affordable Restrictions and
Resale Controls" conveying fee title one of the Restricted Units, it was determined by
Agency Special Counsel that while the Grant Deed purportedly imposed the requisite
affordability covenants and restrictions as a result of the use of LMIHF Account funding
for the Project, it failed to appropriately do so consistent with the applicable statutory
requirements of the Community Redevelopment Law (the "CRL") where proceeds from
the LMIHF Account are used; and
WHEREAS, due to this apparent failure and the need to take certain corrective
actions, both Agency staff and the Developer propose the elimination of the
affordability covenants and requirements for two (2) of the Restricted Units and
repayment of certain funds by the Developer to the Agency for deposit back into the
LMIHF Account in accordance with certain terms and conditions established in a
proposed First Amendment to Disposition and Development Agreement (the "First
Amendment to DDA") acceptable to the Developer and submitted to the Agency for
approval consideration; and
WHEREAS, it has been determined by Agency staff that under the current set of
circumstances the proposed elimination of the affordability restrictions on the two (2)
Restricted Units as well as the repayment and deposit of funds into the LMIHF Account
in accordance with the provisions of the proposed First Amendment to DDA are in the
best interest of the Agency and the City of Lynwood, and would also better serve and
further the goals and objectives of the Lynwood Redevelopment Agency to reduce blight
in the Project Area; and
WHEREAS, it is now the desire and intent of the parties that the proposed First
Amendment to the DDA containing all of the corrective and necessary provisions, terms,
conditions required to satisfy and comply with the requisite CRL affordability covenants
and requirements concerning the use of funds from the LMIHF Account, be approved by
the Agency.
NOW, THEREFORE, IT IS RESOLVED BY THE LYNWOOD REDEVELOPMENT
AGENCY AS FOLLOWS:
Section 1. The Agency approves the First Amendment to DDA by and between
the Agency and the Developer providing for the development of the Project and the
elimination of the affordability covenants and restrictions of the DDA as specifically
provided for in the First Amendment to DDA.
Section 2. The Agency finds that the development of the Redwood Housing
Project, as contemplated by the First Amendment to DDA, is in the best interests of the
health, safety and welfare of the City, is in accordance with the Redevelopment Plan, and
will be of benefit to the Project Area.
Section 3. The Agency Chairperson is hereby authorized to execute the First
Amendment to DDA.
Section 4. The Executive Director of the Agency, or his designee, is hereby
authorized to sign all documents necessary and appropriate to carry out and implement
the First Amendment to DDA, and to administer and implement the Agency's obligations,
responsibilities and duties to be performed under the First Amendment to DDA on the
behalf of the Agency.
2
APPROVED AND ADOPTED this 21St day of April, 2009.
ATTEST:
Maria Quinonez
Agency Secretary
APPROVED AS TO FORM:
Royce K. Jones,
Agency Special Counsel
Maria T. Santillian
Chairperson
Roger L. Haley
Executive Director
APPROVED AS TO CONTENT:
Lorry Hempe
Assistant City Manager
F[RST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
(REDWOOD ESTATES)
THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (this "First Amendment") is made as of , 2009 by and
between the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and
politic, (the "Agency") and RAY PATEL, an Individual (the "Developer").
RECITALS
A. The Agency and Developer have heretofor entered into that certain
Disposition and Development Agreement dated November 11, 2003 (the "DDA")
providing for the sale of certain real property by the Agency referred to in the DDA as
the "Site" to the Developer for the development and subsequent resale of eight (8) single
family residences (the "Residential Units"); pursuant to which, two (2) of the subject
Residential Units were to be marketed and sold exclusively to persons and families of
low income households earning not more than eighty percent (80%) of the area median
income of Los Angeles County (the "Affordable Units") at an "affordable housing cost"
as defined by the Health & Safety Code Section 50052.5 (the "Affordable Sales Price").
The DDA by this reference is hereby fully incorporated herein as though fully set forth
herein. All capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the DDA.
B. Subsequent to the execution of the DDA, the Agency and the Developer
presumably agreed verbally to certain revisions to the DDA which were incorporated into
Resolution No. 2005.013 adopted by the Agency on May 3, 2005 (the "Resolution").
More specifically, the Resolution purportedly modified the terms of the DDA to provide
for the following: (i) the development of an additional Residential Unit by the Developer,
which, along with the other two (2) Affordable Units, was to be marketed and sold
exclusively to persons and families of low income at an "Affordable Sales Price;" (ii) an
increase in the purchase price payable for the Site by the Developer from $280,000 to
$315,000; (iii) the approval of proceeds in the amount of $657,000 from certain
Department of Housing and Development Department Home Funds (the "HOME
Funds") by the Developer to be used by the Developer to finance the development and
sale of the three (3) Restricted Units with each such Restricted Unit being provided a
$219,000 Agency loan subsidy in the form of a "silent second" mortgage. However,
despite the adoption of the Resolution, no formal or written amendment to the DDA
effectuating the subject revisions was ever prepared or entered into by the parties.
C. In November 2005, an independent consultant notified the Agency that the
affordability requirements imposed on the Residential Units of the subject residential
project (the "Project") no longer complied with the HOME Fund program requirements,
requiring the Agency to substitute and utilize alternative funding for the development and
sale of the Restricted Units. As such, the Agency approved, allocated and substituted
certain funds in the amount of $657,000 from the Agency's Low and Moderate Income
ls' Amdt-DDA
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Housing Setaside Fund (the "Housing Setaside Funds") to replace the HOME Funds and
provide the necessary funding for the development and sale of the Restricted Units.
D. Despite the lack of a formal or written agreement or amendment to the
DDA providing for the revisions purportedly made by the Resolution, the Developer
completed the development of the Residential Units (including the three (3) Restricted
Units and related improvements on the Site pursuant to the terms of the DDA, as
purportedly amended by the Resolution. However, upon a review of the affordability
covenants and restrictions imposed on one of the Restricted Units by the grant deed
conveying fee title to a low income household (the "Grant Deed"), Agency Special
Counsel determined and informed Agency staff of certain legal defects and errors with
respect to the subject affordability covenants and restrictions referenced in the Grant
Deed calling into question their compliance with the applicable and statutorily .mandated
requirements of the Community Redevelopment Law (the "CRL") when proceeds from
the Housing Setaside Fund are used to finance a project.
E. Upon notification of the Agency of this issue, Agency staff and Agency
Special Counsel were instructed to meet with the Developer to come to an agreement as
the necessary course of actions both parties may undertake to correct these errors.
Following several meetings of these meetings, it was agreed by Agency staff and the
Developer that certain corrective actions to be performed by the parties as set forth in this
proposed First Amendment be recommended to the Agency approval consideration.
F. As such, both Agency staff and the Developer now desire to enter into this
First Amendment to provide the following corrective actions: (1) eliminate the
affordability and covenant requirements for two of the Restricted Units of the Project as
set forth in the DDA, as purportedly revised by the Resolution; (2) provide for the
repayment of $438,000 by the Developer to the Agency which amount represents finding
made available from the Housing Setaside Fund for the development and sale of two
Restricted Units for which the affordability covenants and restrictions will now be
eliminated; and (3) provide for the repayment of this same $438,000 amount into the
Housing Setaside Fund as a result of the elimination of the affordability covenants and
restrictions on the subject two Restricted Units along with certain interest payments
thereon; and (4) take any and all such other actions necessary and appropriate to
implement and effectuate the corrective actions required of the parties relative to the
development of the Project.
NOW THEREFORE, the Agency and Developer hereby agree as follows:
1. The affordability covenants and restrictions for two (2) of the Restricted
Units as established in the DDA, as purportedly revised by the Resolution, are hereby
eliminated and shall be fully effectuated by the recordation of the Amended Grant Deed
Terminating Certain Affordability Covenants and Restrictions in the form attached hereto
as Attachment No. 3 which is fully incorporated herein by this reference.
15~ Amdt-DDA
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2. The Developer hereby agrees and shall repay to the Agency the sum of
Four Hundred Thirty-Eighty Thousand Dollars ($438,000) less the sum of Fifty-Six
Thousand Dollars ($56,000) representing an unauthorized interest payment made by the
Developer to the Agency in conjunction with purchase price it paid for the Site, or Three
Hundred Eighty Two Thousand Dollars ($382,000)(the "Repayment Amount"). The
Repayment Principal Amount shall be paid as follows: (A) One Hundred Thousand
Dollars ($100,000) shall be paid to the Agency by the Developer immediately upon the
execution of this First Amendment by the Agency; and (B) the remaining Two Hundred
and Eighty-Two Thousand Dollars ($282,000)(the "Remaining Balance") shall be paid in
three (3) equal installment of $94,000 upon the sale of each of the three (3) remaining
and unsold Residential Units of the Project (the "Remaining Units"), or twelve (I2)
months following the execution date of this First Amendment, whichever is sooner (the
"Initial Payment Deadline"). The Remaining Balance shall be evidenced by a promissory
note in favor of the Agency which shall bear simple interest at the rate of three percent
(3%) per annum in the form attached hereto as Attachment No. l which is fully
incorporated herein by this reference (the "Promissory Note"). The Promissory Note
shall be secured by a first priority deed of trust lien (the "Trust Deed") against each of the
three (3) Remaining Units in the form attached hereto as Attachment No. 2 which is fully,
incorporated herein by this reference. However, notwithstanding the foregoing, in the
event that the Developer has not paid the entire amount of the Remaining Balance along
with all accrued but unpaid interest, then the Developer shall have the right to extend the
Initial Payment Deadline for an additional six (6) month period provided that it has
delivered written notice to the Agency of its request to extend the Initial Payment
Deadline (the "Extension Notice") not later than thirty (30) days prior to the expiration
date of the Initial Payment Deadline along with an accompanying cashier's check or
money order in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Extension
Payment") made payable to the Agency. Upon the timely receipt of both the Extension
Notice and the Extension Payment, the Initial Payment Deadline shall be extended for the
additional six month period and the Promissory Note shall be correspondingly amended.
3. Except as otherwise provided in ,this First Amendment, the parties shall
have no further obligations, responsibilities and/or liabilities to each other relative to the
terms and conditions of the DDA, as purportedly amended by the Resolution.
IN WITNESS WHEREOF, the Developer and Agency have executed this first
Amendment to Disposition and Development Agreement as of the date below:
RAY PATEL, an Individual
(Developer)
Dated: , 2009 By:
Ray Patel
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LYNWOOD REDEVELOPMENT
AGENCY, a public body, corporate and
politic
(Agency)
Dated: , 2009 By:
Roger Haley
Executive Director
APPROVED AS TO FORM AND
LEGALITY ON THIS day of
2009
KANE, BALLMER & BERKMAN
Agency Special Counsel
By:
Royce K. Jones
ATTEST:
By:
Agency Secretary
151 Amdt-DDA
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ATTACHMENT NO. I
PROMISSORY NOTE
1 nn Amdt-DDA
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ATTACHMENT NO. 1
FORM OF AGENCY PROMISSORY NOTE
Interest: 3% Lynwood, California
Principal Amount: $ 282,000 _ , 2009
FOR VALUE RECEIVED, RAY PATEL, an Individual ("Borrower"), hereby promises
to pay to the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic,
("Agency"), the principal amount of TWO HUNDRED AND EIGHTY-TWO THOUSAND
DOLLARS ($282,000) pursuant to the terms and conditions of the certain First Amendment to
Disposition and Development Agreement dated , 2009 (the "First Amendment")
by and between the Agency (referred to as the "Agency" therein) and Borrower (referred to as
the Developer" therein). Any capitalized term not otherwise defined herein shall have the same
meaning ascribed. to it in the First Amendment. The obligation of Borrower to Agency
hereunder is subject to the terms of the First Amendment ,this Note and a Deed of Trust,
Security Agreement and Fixture Filing (With Assignment of Rents) (the "Agency Deed of
Trust"). Said documents are public records on file in the offices of Agency, and the provisions
of said documents are incorporated herein by this reference as though fully set forth herein. The
Borrower shall pay interest at the rate, in the amount and at the time hereinafter provided.
1. This Note evidences the obligation of Borrower to repay to the Agency the an
adjusted. principal amount of $282,000 (as more specifically described in the First Amendment)
representing a repayment of certain proceeds from the Housing Setaside Fund provided to the
Borrower by the Agency for the exclusive construction and. sale of the Restricted Units; pursuant
to which, two (2) such Restricted Units in accordance with the terms and conditions of the First
Amendment will no longer be developed as part of the Project.
2. This Note is payable at the principal office of the Agency which is located at
11330 Bullis Road, Lynwood, California 90262, or at such other place as the holder hereof may
inform the Borrower in writing, in lawful money of the United States.
3. This Note shall be secured by the Agency Deed of Trust.
4. The $282,000 principal amount of this Note (the "Principal") shall be repaid to
the Agency by the Borrower as follows:
(a) in equal installments of Ninety-Four Thousand ($94,000)(the
"Installment Amount") upon the close of escrow for each of the three (3)
Patel-Prom-Note Attachment No. 1
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remaining and unsold Residential Units developed on the Site by the
Borrower, as set forth in the First Amendment; or
(b) the date which is twelve (12) months following the execution date of the
First Amendment by the Agency,
whichever is sooner (the "Due Date")
5. The Principal and. any outstanding amount evidenced by this Note shall accrue
interest at the simple rate of three percent (3%) per annum rate.
6. Moreover, and notwithstanding anything contained in this Note to the contrary,
the entire unpaid principal balance of the principal amount of this Note, along with any and all
accrued interest thereon, shall be fully due and payable immediately in the event that prior to the
Due Date either of the following shall occur:
(a) there is a Transfer (as defined below) of the Site or any portion thereof or
interest therein, without the prior written approval of the Agency, except
as otherwise permitted in this Note; or
(b) there is a default by the Borrower under the terms of this Note, the Agency
Deed of Trust, or the First Amendment.
7. Prior to the repayment in full of the principal amount of this Note, the Borrower
shall not assign or attempt to assign this Note, the First Amendment or any right therein, nor
make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the
Site, the Residential Units thereon, or any portion thereof or interest therein (referred to
hereinafter as a "Transfer, " in violation of this Note, the Agency Deed of Trust and/or the First
Amendment.
8. Subject to the provisions and limitations of this Section 8, the obligation to repay
the principal amount of this Note is a nonrecourse obligation of the Borrower. Borrower shall
not have any personal liability for the repayment obligation set forth in this Note except as
provided in this Section 8. The sole recourse of Agency shall be the exercise of its rights
pursuant to the Agency Deed of Trust. However, notwithstanding the foregoing, under no
circumstances shall the provisions of this paragraph (a) constitute a waiver of any obligation
evidenced by this Note or the Agency Deed of Trust; (b) limit the right of the Agency to name
Borrower as a party defendant in any action or suit for judicial foreclosure and sale under this
Note and the Agency Deed of Trust or any action or proceeding hereunder so long as no
judgment in the nature of a deficiency judgment shall be asked for or taken against Borrower; (c)
release or impair this Note or the Agency Deed of Trust; (d) prevent or in any way hinder
Agency from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other
Patel-Pr°m-mote Attachment No. 1
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basis for relief in respect of the exercise of, any other remedy pursuant to this Note, or any other
instrument securing the Note or as prescribed by law or in equity in case of default. Moreoever,
notwithstanding the first sentence of this paragraph, Agency may recover directly from Borrower
or from any other party:
(a) any damages, costs and expenses incurred by Agency as a result of fraud
or any criminal act or acts of Borrower or any partner, shareholder,
officer, director or employee of Borrower, or of any member or general or
limited partner of Borrower, or of any general or limited partner of such
member or general or limited partner;
(b) any damages, costs and expenses incurred by Agency as a result of any
misappropriation of funds provided for the development of the Site and
the Residential Units thereon, as described in the First Amendment, the
DDA, as purportedly revised by the Resolution, any rents, income or any
other revenues derived from the development of the Residential Units, or
proceeds of insurance policies or condemnation proceeds;
(c) all court costs and attorneys' fees reasonably incurred in enforcing or
collecting upon any of the foregoing exceptions.
9. Borrower waives presentment for payment, demand, protest, and notices of
dishonor and of protest; the benefits of all waivable exemptions; and. all defenses and pleas on
the ground of any extension or extensions of the time of payment or of any due date under this
Note, in whole or in part, whether before or after maturity and with or without notice. Borrower
hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be
incurred by the holder hereof, in the enforcement of this Note, the Agency Deed of Trust or any
term or provision of either thereof.
10. Upon the failure of Borrower to perform or observe any other term or provision of
this Note, or upon the occurrence of any event of default under the terms of the Agency Deed of
Trust or the First Amendment, the Agency may exercise its rights or remedies hereunder or
thereunder.
11. Subject to the extensions of time set forth in this Section 17, failure or delay by
Borrower to perform any material term or provision of this Note, the Agency Deed of Trust or
the First Amendment constitutes a default under this Note.
12. The Agency shall give written notice of default to Borrower, specifying the
default complained of by the Agency. Delay in giving such notice shall not constitute a waiver
of any default nor shall it change the time of default.
Patel-Prom-Note Attachment No. 1
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13. Any failures or delays by Agency in asserting any of its rights and remedies as to
any default shall not operate as a waiver of any default or of any such rights or remedies. Delays
by Agency in asserting any of its rights and remedies shall not deprive Agency 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.
14. [f a monetary event of default occurs under the terms of this Note, the First
Amendment or the Agency Deed of Trust, prior to exercising any remedies hereunder or
thereunder Agency shall give Borrower written notice of such default. Borrower shall have a
reasonable period of time after such notice is given within which to cure the default prior to
exercise of remedies by Agency under this Note and/or the Agency Deed of Trust. In no event
shall Agency be precluded from exercising remedies if its security becomes or is about to
become materially impaired by any failure to cure a default or the default is not cured within ten
(10) calendar days after the notice of default is received or deemed received.
l5. If a non-monetary event of default occurs under the terms of the First
Amendment, this Note or the Agency Deed of Trust, prior to exercising any remedies hereunder
or thereunder, Agency shall give Borrower notice of such default. If the default is reasonably
capable of being cured within thirty (30) calendar days after such notice is received or deemed
received, Borrower shall have such period to effect a cure prior to exercise of remedies by the
Agency under the First Amendment, this Note and/or the Agency Deed of Trust. If the default is
such that it is not reasonably capable of being cured within thirty (30) days, and Borrower (i)
initiates corrective action within said period, and (ii) diligently and in good faith works to effect
a cure as soon as possible, then Borrower shall have such additional time as is reasonably
necessary to cure the default prior to exercise of any remedies by Agency. Notwithstanding the
foregoing, in no event shall Agency be precluded from exercising its remedies if its security
becomes or is about to become materially jeopardized by any failure to cure a default or the
default is not cured within sixty (60) days after the notice of default is received or deemed
received.
16. Any notice of default that is transmitted by electronic facsimile transmission
followed by delivery of a "hard" copy, shall be deemed delivered upon its transmission; any
notice of default that is personally delivered (including by means of professional messenger
service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal
Service), shall be deemed received on the documented date of receipt by Borrower; and any
notice of default that is sent by registered or certified mail, postage prepaid, return receipt
required shall be deemed received on the date of receipt thereof.
l 7. Notwithstanding specific provisions of this Note, Borrower shall not be deemed to
be in default for failure to perform any non-monetary obligation hereunder where delays or
defaults are due to war, acts of terrorism, insurrection, strikes, lock-outs, riots, floods,
earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine
Patel-Prom-Note Attachment No. 1
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restrictions, freight embargoes, lack of transportation, governmental restrictions or priority,
litigation, unusually severe weather, inability to secure necessary labor, material or tools, delays
of any contractor, sub-contractor or supplier, acts of the Agency or any other public or
governmental agency or entity, or any causes beyond the control or without the fault of the
Borrower. An extension of time for any such cause (a "Force Majeure Delay") shall be for the
period of the enforced delay and shall commence to run from the time of the commencement of
the cause, if notice by Borrower is sent to the Agency within thirty (30) days of knowledge of the
commencement of the cause. Notwithstanding the foregoing, none of the foregoing events shall
constitute a Force Majeure Delay unless and until the Borrower delivers to the Agency written
notice describing the event, its cause, when and how Borrower obtained knowledge, the date and
the event commenced, and the estimated delay resulting therefrom. Borrower shall deliver such
written notice within thirty (30) days after it obtains actual knowledge of the event. Times of
performance under this Agreement may also be extended in writing by the Agency and
Borrower.
18. If the rights created by this Note shall be held by a court of competent jurisdiction
to be invalid or unenforceable as to any part of the obligations described herein, the remaining
obligations shall be completely performed and paid.
19. The Agency Deed of Trust securing this Note shall be a first priority deed of trust.
20. Borrower shall have the right to prepay the obligation evidenced by this Note, or
any part thereof, without penalty.
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and. year set
forth above.
RAY PATEL
An Individual
(Borrower)
By:
Patel-Prom-Note Attachment No. 1
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ATTACHMENT NO. 2
DEED OF TRUST
15i Amdt-DDA
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ATTACHMENT NO. 2
FORM OF
AGENCY DEED OF TRUST
OFFICIAL BUSINESS.
Document entitled to free
recording per Government
Code Section 6103.
Recording Requested by and
When Recorded Mail to:
LYNWOOD REDEVELOPMENT AGENCY
11330 Bullis Road
Lynwood, California 90262
ATTN: Executive Director
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
This Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents)
is made as of , 2009, by RAY PATEL, an Individual (hereinafter referred to as
"Trustor" whose address is 111.12 Long Beach Boulevard, Lynwood, California 90262, to
(hereinafter called "Trustee"), for the benefit of the
LYNWOOD REDEVELOPMENT AGENCY, a public body corporate and politic (hereinafter
called "Beneficiary"), whose address is 11330 Bullis Road, Lynwood, California 90262.
Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to
Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH
RIGHT OF ENTRY AND POSSESSION the following property (the "Trust Estate"):
(a) Those certain parcels of real property in the City of Lynwood,
County of Los Angeles, State of California more particularly described in Exhibit "A" attached
hereto and by this reference made a part hereof (such interest in real property is hereafter referred
to as the "Subject Property");
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(b) All buildings, structures and other improvements now or in the
future located or to be constructed on the Subject Property (the "Improvements")•
(c) all tenements, hereditaments, appurtenances, privileges, franchises
and other rights and interests now or in the future benefitting or otherwise relating to the Subject
Property or the Improvements, including easements, rights-of--way and development rights (the
"Appurtenances"). (The Appurtenances, together with the Subject Property and the
Improvements, are hereafter referred to as the "Real Property");
(d) subject to the assignment to Beneficiary set forth in Paragraph 4
below, all rents, issues, income, revenues, royalties and profits now or in the future payable with
respect to or otherwise derived from the Trust Estate or the ownership, use, management,
operation leasing or occupancy of the Trust Estate, including those past due and unpaid (the
"Rents");
(e) all present and future right, title and interest of Trustor in and to all
inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the
California Uniform Commercial Code (the "UCC"), and whether existing now or in the future)
now or in the future located at, upon or about, or affixed or attached to or installed in, the Real
Property, or used or to be used in connection with or otherwise relating to the Real Property or
the ownership, use, development, construction, maintenance, management, operation, marketing,
leasing or occupancy of the Real Property, including furniture, furnishings, theater equipment,
seating, machinery, appliances, building materials and supplies, generators, boilers, furnaces,
water tanks, heating ventilating and air conditioning equipment and all other types of tangible
personal property of any kind or nature, and all accessories, additions, attachments, parts,
proceeds, products, repairs, replacements and substitutions of or to any of such property, but not
including personal property. that is donated to Trustor (the "Goods," and together with the Real
Property, the "Property"); and
(f) all present and future right, title and interest of Trustor in and to all
accounts, general intangibles, chattel paper, deposit accounts, money, instruments and
documents (as those terms are defined in the UCC) and all other agreements, obligations, rights
and written material (in each case whether existing now or in the future) now or in the future
relating to or otherwise arising in connection with or derived from the Property or any other part
of the Trust Estate or the ownership, use, development, construction, maintenance, management,
operation, marketing, leasing, occupancy, sale or financing of the property or any other part of
the Trust Estate, including (to the extent applicable to the Property or any other portion of the
Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement
plans and. specifications and architectural drawings, (iii) agreements with contractors,
subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales
agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and
permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies,
together with insurance payments and unearned insurance premiums, (vi) claims, demands,
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awards, settlements, and other payments arising or resulting from or otherwise relating to any
insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation
(or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license
agreements, service and maintenance agreements, purchase and sale agreements and purchase
options, together with advance payments, security deposits and other amounts paid to or
deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred
payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other
rights to the payment of money, trade names, trademarks, goodwill and all other types on
intangible personal property of any kind or nature, and (ix) all supplements, modifications,
amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such
property (the "Intangibles").
Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest
in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and
all of the Trust Estates described above in which a security interest may be created under the
UCC (collectively, the "Personal Property"). This Deed of Trust constitutes a security
agreement under the UCC, conveying a security interest in the Personal Property to Trustee and
Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided
herein, all the rights and remedies of a "secured party" under the UCC and other applicable
California law. Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing
under Section 9313 and 9402(6) of the UCC.
FOR THE PURPOSE OF SECURING, the following:
(1) due, prompt and complete observance, performance and discharge of each and
every condition, obligation, covenant and agreement contained herein or
contained in that certain Agency Promissory executed by Trustor ("Borrower"
therein) of even date herewith (the "Agency Note"); and
(2) Payment of the indebtedness of the Trustor to the Beneficiary equal to Two
Hundred Eighty-Two Thousand Dollars ($282,000) as set forth in that certain
First Amendment to Disposition and Development Agreement by and between the
Beneficiary ("Agency" therein) and Trustor ("Developer" therein) dated
2009 (the "First Amendment"), according to the terms of the
Agency Note.
The Agency Note and all of its terms are incorporated herein by reference and this conveyance
shall secure any and all extensions, amendments, modifications or renewals thereof however
evidenced, and additional advances evidenced by any instrument reciting that it is secured
hereby.
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES:
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l That Trustor shall pay the Agency Note at the time and in the manner provided
therein;
2 That Trustor shall 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 is incorporated in and made a part of this Deed of Trust.
Upon default of the Agency Note, and after the giving of notice and the expiration of any
applicable cure period, the Beneficiary, at its option, may exercise its remedies hereunder;
4 That all rents, profits and income from the property covered by this Deed of Trust
are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured.
Permission is hereby given to Trustor so long as no default exists hereunder after the giving of
notice and the expiration of any applicable cure period, to collect such rents, profits and income;
5 That upon default hereunder or under the aforementioned Agency Note, and after
the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled
to the appointment of a 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
property insured against loss by fire and such other hazards, casualties, and contingencies as may
reasonably be required in writing from time to time by the 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 of the Property. Such policies shall be endorsed with standard mortgage clause with loss
payable to the Beneficiary and certificates thereof together with copies of original policies shall
be deposited. with the Beneficiary;
7 To pay, at least ten (10) days before delinquency, any taxes and assessments
affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on
said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs,
fees, and expenses of this Trust. Notwithstanding anything to the contrary contained in this
Deed of Trust, Trustor shall not be required to pay and discharge any such tax, assessment,
charge or levy so long as Trustor is contesting the legality thereof in good faith and by
appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant
to this Section 7;
8 To keep said property in good condition and repair, subject to ordinary wear and
tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete
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or restore promptly and in good and workmanlike manner any building which may be
constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed
and materials furnished therefor; to comply with all laws affecting said property or requiring any
alterations or improvements to be made thereon (subject to Trustor's right to contest the validity
or applicability of laws or regulations); not to commit or permit waste thereof; not to commit,
suffer or permit any act upon said property in violation of law and/or covenants, conditions
and/or restrictions affecting said property; not to permit or suffer any material alteration of or
addition to the buildings or improvements hereafter constructed in or upon said property without
the consent of the 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 reasonable attorney's fees in a reasonable sum, in any such
action or proceeding in which Beneficiary or Trustee may appear;
10 Should Trustor fail, after the giving of notice and the expiration of any applicable
cure period, 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. Following default, after
the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee
being authorized to enter upon said property for such purposes, may commence, appear in and/or
defend any action or proceeding purporting 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;
1 l 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 the Beneficiary shall be added to the indebtedness and obligations secured hereby;
l2 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 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 they 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 said premises. Notwithstanding anything to the
contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for
labor, materials or services which Trustor in good faith disputes and is diligently contesting,
provided that Trustor shall, at Beneficiary's written request, within thirty (30) days after the
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filing of any claim or lien (but in any event, and without any requirement that Beneficiary must
first provide a written request, prior to foreclosure) record in the Office of the Recorder of Los
Angeles County, a surety bond in an amount one-and-one-half (1.5) times the amount of such
claim item to protect against a claim of lien, or provide such other security reasonably
satisfactory to Beneficiary;
14 That any and all improvements made or about to be made upon the premises
covered by the Deed of Trust, and all plans and specifications, comply with all applicable
municipal ordinances and regulations and all other applicable 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; and
15 Trustor herein agrees to pay to Beneficiary or to the authorized loan servicing
representative of the Beneficiary a reasonable charge 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:
16 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 which are not used to reconstruct, restore or otherwise improve the property or
part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in
and prosecute in 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 which are not used to reconstruct, restore or otherwise improve the
property or part thereof that was taken or damaged, including the proceeds of any policies of fire
and other insurance affecting said property, are hereby assigned to Beneficiary;
17 If Trustor shall fail to perform any covenant or agreement in this Deed of Trust or
the Agency Note within thirty (30) days after written demand therefor by Beneficiary (or, in the
event that more than 30 days is reasonably required to cure such default, should Trustor fail to
promptly commence such cure, and diligently prosecute same to completion), after the giving of
notice and the expiration of any applicable cure period, Beneficiary may deliver to Trustee a
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 this Deed of Trust. Beneficiary shall also deposit with
Trustee this Deed of Trust, .the Agency Note and all documents evidencing expenditures secured
hereby;
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18 After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as then required by
law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it
in said notice of sale, either as a whole or in separate parcels, and in such order as it may
determine at public auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of said property by
public announcement at the time and place of sale, and from time to time thereafter may
postpone the sale 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 "Deed"). 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. The 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 attorney's 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 the Deed; (3) all consideration paid by Beneficiary as referred to in the Agency Note, with
accrued interest at the highest rate of interest permitted by law; (4) all other sums then secured
hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto;
19 Beneficiary may from time to time substitute a successor or successors to any
Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and
without conveyance to the successor trustee, the latter shall be vested with all title, powers, and
duties conferred upon any Trustee herein named or acting hereunder. Each such appointment
and substitution shall be made by written instrument executed by Beneficiary, containing
reference to this Deed of Trust and its place of record, which, when duly recorded in the proper
office of the county or counties in which the property is situated, shall be conclusive proof of
proper appointment of the successor trustee;
20 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;
21 Upon written request of Beneficiary stating that all obligations secured hereby
have been satisfied, and upon surrender of this Deed of Trust to Trustee for cancellation and
retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property
then held hereunder. The recitals in such reconveyance of any matters or fact shall be conclusive
proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto";
22 The trust created hereby is irrevocable by Trustor;
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23 This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term
"Beneficiary" shall include not only the original Beneficiary hereunder but also any successors
or assignees. Tn 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 Trustor hereunder are joint and several;
24 Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made public record as provided by law. Except as otherwise provided by law
the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or
of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless
brought by Trustee;
25 The undersigned Trustor requests that a copy of any notice of default and of any
notice of sale hereunder be mailed to Trustor at the address set forth in the first paragraph of this
Deed of Trust;
26 Trustor agrees at any time and from time to time upon receipt of a written request
from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents,
profits, and operating expenses of the premises, and the names of the occupants and tenants in
possession, together with the expiration dates of their leases and full information regarding all
rental and occupancy agreements, and the rents provided for by such leases and rental and
occupancy agreements, and such other information regarding the premises and their use as may
be requested by Beneficiary;
27 Notwithstanding specific provisions of this Deed of Trust, non-monetary
performance hereunder shall not be deemed to be in default where delays or defaults are due to:
war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts
of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority; litigation; unusually severe weather;
inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of
the other party; acts or failure to act of the City of Lynwood or any other public or governmental
agency or entity (except that any act or failure to act of Beneficiary shall not excuse performance
by Beneficiary); or any other causes beyond the reasonable control or without the fault of the
party claiming an extension of time to perform. An extension of time for any such cause (a
"Force Majeure Delay") shall be for the period of the enforced delay and shall commence to run
from the time of the commencement of the cause. If, however, notice by the party claiming such
extension is sent to the other party more than thirty (30) days after the commencement of the
cause, the period shall commence to run only thirty (30) days prior to the giving of such notice.
Times of performance under this Deed of Trust may also be extended in writing by the
Beneficiary and Trustor.' Notwithstanding the foregoing, none of the foregoing events shall
constitute a Force Majeure Delay unless and until Trustor delivers to Beneficiary written notice
describing the event, its cause, when and how Trustor obtained knowledge, the date the event
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commenced, and the estimated delay resulting therefrom. Trustor shall deliver such written
notice within fifteen (15) days after it obtains actual knowledge of the event;
28 (a) Subject to the extensions of time set forth in Section 27, and subject to the
further provisions of this Section 28, failure or delay by Trustor to perform any term or provision
respectively required to be performed under the Agency Note or this Deed. of Trust constitutes a
default under this Deed of Trust.
(b) Beneficiary shall give written notice of default to Trustor, specifying the
default complained of by the Beneficiary. Delay in giving such notice shall not constitute a
waiver of any default nor shall it change the time of default.
(c) Any failures or delays by Beneficiary in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such rights or
remedies. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive
Beneficiary 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.
(d) If a monetary event of default occurs, prior to exercising any remedies,
Beneficiary shall give Trustor written notice of such default. Trustor shall have a reasonable
period of time after such notice is given within which to cure the default prior to exercise of
remedies by Beneficiary under the Note and/or this Deed of Trust. In no event shall Beneficiary
be precluded from exercising remedies if its security becomes or is about to become materially
impaired by any failure to cure a default or the default is not cured within ten (10) calendar days
after the notice of default is received or deemed received.
(e) If anon-monetary event of default occurs, prior to exercising any
remedies, Beneficiary shall give Trustor notice of such default. If the default is reasonably
capable of being cured within thirty (30) calendar days after such notice is received or deemed
received, Trustor shall have such period to effect a cure prior to exercise of remedies by the
Beneficiary. If the default is such that it is not reasonably capable of being cured within thirty
(30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in
good faith works to effect a cure as soon as possible, then Trustor shall have such additional time
as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. In
no event shall Beneficiary be precluded from exercising remedies if its security becomes or is
about to become materially jeopardized by any failure to cure a default or the default is not cured
within ninety (90) days after the notice of default is received or deemed received.
(f) Any notice of default that is transmitted by electronic facsimile
transmission followed by delivery of a "hard" copy, shall be deemed delivered upon its
transmission; any notice of default that is personally delivered (including by means of
professional messenger service, courier service such as United Parcel Service or Federal Express,
or by U.S. Postal Service), shall be deemed received on the documented date of receipt by
ATTACHMENT NO. 2
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Trustor; and any notice of default that is sent by registered or certified mail, postage prepaid,
return receipt required shall be deemed received on the date of receipt thereof;
This Deed of Trust shall be a first priority deed of trust, but may be subordinate to
any Agency-approved senior deed of trust (at the Agency's sole discretion) securing construction
loan financing obtained by the Trustor for the development of the Improvements on the Subject
Property. Beneficiary shall have the right to cure the default by Beneficiary of any obligation of
any such Agency-approved senior in priority to this Deed of Trust prior to completion of any
foreclosure. In such event, Beneficiary shall be entitled to reimbursement by Trustor of all costs
and expenses incurred by Beneficiary in curing the default. The amount of any such
disbursements shall be a lien against the Subject Property and added to the obligation secured by
this Deed of Trust until repaid, with interest at the highest rate permitted by law.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and
year set forth above.
RAY PATEL
An Individual
(Trustor)
Dated:
By:
ATTACHMENT NO. 2
10 of 10
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On before me, ,personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature
EXHIBIT "A"
LEGAL DESCRIPTION
[TO BE ADDED]
ATTACHMENT NO. 3
AMENDED GRANT DEED TERMINATING CERTAIN
AFFORDABILITY COVENANTS AND RESTRICTIONS
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Page 7 of 7
ATTACHMENT N0.3
FORM OF
AMENDMENT TO GRANT DEED TERMINATING CERTAIN AFFORDABILITY
COVENANTS AND RESTRICTIONS
RECORDING REQUESTED BY,
MAIL TAX STATEMENTS TO AND
WHEN RECORDED MAIL TO:
Lynwood ,California 9
Attention:
This document is exempt from payment of a
recording fee pursuant to Government Code
Section 27383
AMENDMENT TO GRANT DEED TERMINATING CERTAIN AFFORDABILITY
COVENANTS AND RESTRICTIONS
For valuable consideration, receipt of which is hereby acknowledged, the LYNWOOD
REDEVELOPMENT AGENCY, a public body corporate and politic ("Grantor"), acting to carry
out certain powers under the Community Redevelopment Law of the State of California, hereby
amends that certain Grant Deed dated June 20, 2007 and recorded with the Office of the Los
Angeles County Recorder as Document No. 20071516281 on June 25, 2007 (the "Grant Deed"),
and conveying fee title to (the "Grantees") of that certain
real property described in Exhibit A, attached to the Grant Deed, and also described in Exhibit A,
attached hereto, hereby agrees to and shall amend the Grant Deed upon the execution and
recordation of this Amendment to Grant Deed Terminating Certain Affordability Covenants and
Restrictions (the "Amendment to Grant Deed") as follows:
A. Eliminate all terms and provisions of the Grant Deed referencing and requiring
compliance with all "Affordability Housing, Affordability Period, Housing
Ratios, Affordable Monthly Loan Payments, Affordable Sales Price, Qualified
Buyer, and Affordability Restrictions" as set forth and provided in the Grant Deed
(collectively the Affordability Restrictions") with respect to two (2) of the three
"Restricted Units" as defined in the First Amendment and. developed pursuant to
that certain Disposition and Development Agreement dated November 11, 2003 by
and between the Grantor (Agency therein) and Grantee (Developer therein), as
purportedly revised by Resolution No. 2005.013 approved by the Agency on May
3, 2005, both of which are on file with the Secretary of the Grantor; and
B. Elimination of the Affordability Restrictions applicable to the two (2) Restricted
Units shall be fully effectuated upon the execution of this Amendment to Grant
Deed by the Grantor.
Except as otherwise and specifically revised by this Amendment to Grant Deed, the Grant
Deed shall remain in full force and effect.
IN WITNESS WHEREOF, Grantor- and Grantee have caused this instrument to be
executed on their behalf by their respective officers hereunto duly authorized this day of
2009.
Grantor:
LYNWOOD REDEVELOPMENT
AGENY, a public body corporate and politic
By:
Executive Director
GRANTEES HEREBY ACCEPTS THE WRITTEN DEED, SUBJECT TO ALL OF
THE MATTERS HEREINABOVE SET FORTH.
Grantees:
ATUL V. PATEL, a married man as his sole
property
By:
RAMANBHAI N. PATEL, a married man
as his sole property
By::
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On before me, ,personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On before me, ,personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WETNESS my hand and official seal.
Signature
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On before me, ,personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
[To Be Inserted]