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HomeMy WebLinkAboutCDC/2001-40 RESOLUTION NO. CDC/2001-40 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING (1) THE EXECUTIVE DIRECTOR OF THE AGENCY TO EXECUTE A HOME PROGRAM COMMUNITY HOUSING DEVELOPMENT ORGANIZATION (CHDO) AGREEMENT (FISCAL YEAR 2000-2001) BY AND BETWEEN NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., (NHS) AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (11 UNITS MULTI-FAMILY HOUSING ACQUISITION AND REHABILITATION) AND (2) MAKING CERTAIN FINDINGS OF ENVIRONMENT AL EXEMPTION. 4 5 6 7 8 9 WHEREAS, Neighborhood Housing Services of the Inland Empire, Inc. (NHS), a 10 California non-profit corporation (the "Participant") known locally and internationally for 11 building affordable homes for low and moderate income households, has requested financial 12 assistance in the amount of one hundred forty-seven thousand dollars ($147,000) from the 13 Agency to purchase and rehabilitate seven (7) multi-family housing units (the "Properties") in 14 the City; and 15 16 WHEREAS, the Properties are identified as: APN 0146-163-43000, APN 146-163-0200, and APN 0146-132-18000 (the "HOME Project"); and 17 WHEREAS, the County of San Bernardino has donated the property located at 1379 18 Arrowhead Avenue (APN #0146-162-22) (4 units) (the "Property") to the Agency, of which the 19 Agency is required to make the Property available to a qualified non-profit organization for the 20 purpose of rehabilitating and providing affordable housing to moderate income households 21 pursuant to the 1999 Cooperative Agreement between the Agency and the County of San 22 Bernardino; and 23 WHEREAS, Participant shall use the Properties and the Property for the purpose of 24 providing affordable housing to low and moderate income households in accordance with the 25 federal HOME Program and HUD regulations; and -1- CDC/2001-40 WHEREAS, it is proposed that the Agency shall provide certain City HOME Program 2 Funds to Participant and the HOME Project, as set forth under the terms of the Agreement. 3 NOW THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE 4 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, 5 AS THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF 6 SAN BERNARDINO, AS FOLLOWS: 7 Section 1. A detailed description of the HOME Project is set forth in the HOME 8 Agreement. 9 Section 2. Subject to the terms and conditions of the HOME Agreement, the 10 Community Development Commission ("Commission") hereby reserves the sum of not-to- II exceed one hundred forty-seven thousand dollars ($147,000) in fiscal year 2000 and 2001 City 12 HOME CHDO Funds as approved and budgeted in the Agency budget by the Commission for 13 such purposes, for the use and application by the Participant for the HOME Project. 14 Section 3. The Commission hereby finds and determines that the approval of the 15 HOME Agreement, and the disbursement of the City HOME/CHDO Fiscal Year 2000 and 2001 16 Program funds administered by the Agency for the HOME Project as reserved for the 17 Participant under Section 2 of this Resolution, requires no further environmental assessment 18 under the provisions of the National Environmental Protection Act in view of the categorized 19 exemption applicable to the HOME Project as set forth at 24 CFR Part 58.35(c)(2). The 20 Commission further finds and determines that the approval of the HOME Agreement, and the 21 disbursement of the City HOME/CHDO Program fiscal year 2000 and 2001 funds by the 22 Agency as reserved for the HOME Project under Section 2 of this Resolution requires no further 23 environmental assessment by the Commission under the provisions of the California 24 Environmental Quality Act in the view of the exemption found at Public Resources Code 25 Section 21080.14 (affordable housing for low income persons in urbanized areas). The -2- CDC/2001-40 Executive Director of the Agency is hereby authorized and directed to prepare the appropriate 2 forms of written notice of the determinations of categorical exemption for the HOME Project as 3 provided for in this Section 3. 4 Section 4. The Commission hereby approves the form of the HOME Agreement as 5 presented at the meeting at which this Resolution is adopted. The Executive Director of the 6 Agency is hereby authorized and directed to execute the HOME Agreement on behalf of the 7 Agency, together with such technical and conforming changes as may be recommended by the 8 Agency Counsel. The Executive Director of the Agency is further authorized and directed to 9 execute all ancillary and related documents and agreements subject to the terms and conditions 10 as set forth therein. 11 Section 5. 12 IIII 13 IIII 14 IIII 15 IIII 16 IIII 17 IIII 18 IIII 19 IIII 20 IIII 21 IIII 22 IIII 23 IIII 24 IIII 25 IIII This Resolution shall become effective immediately upon its adoption. -3- CDC/2001-40 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING (1) THE EXECUTIVE DIRECTOR OF THE AGENCY TO EXECUTE A HOME PROGRAM COMMUNITY HOUSING DEVELOPMENT ORGANIZATION (CHDO) AGREEMENT (FISCAL YEAR 2000-2001) BY AND BETWEEN NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., (NHS) AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (11 UNITS MULTI-FAMILY HOUSING ACQUISITION AND REHABILITATION) AND (2) MAKING CERTAIN FINDINGS OF ENVIRONMENTAL EXEMPTION. 3 4 5 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 8 Community Development Commission of the City of San Bernardino at a j oint regular meeting thereof, held on the 1st day of October, 2001, by the following vote to wit: 9 10 Commission Members: Ayes Nays ESTRADA x - LIEN ~ MCGINNIS x - SCHNETZ x - SUAREZ x ANDERSON x MC CAMMACK Abstain Absent 11 12 13 14 15 :l /~ / 16 17 18 19 ,2001. October The foregoing resolution is hereby approved this 20 21 jI /7 ~~- alles, Chairperson unity Development Commission of San Bernardino 22 Approved a 23 24 By:, 25 -4- CDC/2001-40 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO HOME LOAN AGREEMENT FOR COMMUNITY HOUSING DEVELOPMENT ORGANIZATION MULTI-FAMILY HOUSING ACQUISITION AND REHABILITATION 2001 HOME/CHDO AGREEMENT THIS AGREEMENT is dated as of October 1, 2001, by and between the Redevelopment Agency of the City of San Bernardino, a body corporate and politic (the "Agency"), and Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (the "Participant") and is entered into in light of the facts set forth in the following Recitals: RECITALS 1. The City of San Bernardino (the "City") has been designated to receive and has received certain Federal funds under the Home Investment Partnership Act ("HOME Program") allocation for Fiscal Year 2000 and Federal funds under the HOME Community Housing Development Organization ("CHDO") allocation for Fiscal Year 2000, from the United States Department of Housing and Urban Development ("HUD") in order to carry out eligible activities of the City and the Agency in accordance with Federal program regulations set forth at Title 24 Code of Federal Regulations Part 92; and 2. The City has designated and authorized the Redevelopment Agency to administer and implement the HOME Program; and 3. In accordance with the HUD guidelines under the HOME Program, at least fifteen percent (15%) of HOME funds must be set aside for locally based non-profit entities known as community housing development organizations ("CHDO's"); P:IFonnslHousing FonnslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 1 CDC/2001-40 4. The Participant is a CHDO, as this term is defined at 24 CFR Part 92.300, and the Participant desires to participate with the Agency in activities eligible under the HOME Program, and the Participant further agrees that the beneficiaries of its activities under the HOME Program and this Agreement, are or will be families and persons who meet the income eligibility guidelines of24 CFR Part 92.216 and Part 92.217; and 5. The Agency deems that the activities and HOME Program funded services to be provided by Participant are consistent with and supportive of the HOME Program description for the Agency in Fiscal Years 2000, and that the financial assistance of the Agency is necessary and appropriate to initiate the activities of the Participant as set forth herein; and 6. The Participant shall certify to the Agency that it qualifies as a CHDO under the requirements as set forth in the HOME Program; and 7. The Agency deems it desirable to enter into this Agreement with Participant in order to provide for the acquisition of seven (7) units (Parcels 1,2 & 3), the donation of Parcel 4, and the rehabilitation of eleven (11) residential dwelling units (seven (7) HOME designated and four (4) Market Rate Units) by the Participant (hereinafter referred to as the "Project"). The Project shall be situated on four (4) separate non-contiguous parcels of land situated in the City (each such parcel hereinafter referred to as a "Parcel"): Parcel No.1 consists of2 rental dwelling units: 1441-1493 Mt. View APN-0146- 163-43000; Parcel No.2 consists of 3 rental dwelling units 1495 Mt. View and 1915-1917 Magnolia (comer parcel): APN 0146-163-0200; Parcel No.3 consists of 2 rental dwelling units 1501-1503 Pershing: APN 0146- 132-18000; and P:IFormslHousing FormslHOME FormslNeighborhood HsglNHS CHDO Loan Agreement.doc 2 CDC/2001-40 Participant shall use HOME federal funds and private resources to acqUIre and rehabilitate Parcels 1, 2 and 3. Parcel No.4 consists of 4 rental dwelling units located at: 1379 Arrowhead: APN 0146-162-2200 Parcel 4 was donated by the County to Agency and shall be donated from Agency to Participant as Market Rate Units. Participant shall use only private non- federal funds to rehabilitate Parcel 4. Parcel No.1, Parcel No.2, Parcel No.3, and Parcel No.4, are more particularly described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference; and 8. Each Parcel shall be subject to the affordable housing HOME Program Covenants, Conditions and Restrictions Exhibit "B", and Parcel No.4 shall be subject to Market Rate Affordable Housing Covenant as noted in Exhibit "B 1" and incorporated herein by this reference; and 9. The Participant shows a history of serving the residents of the City for at least one year, Agency deems it desirable to assist the Participant to acquire and rehabilitate each of the Parcels and undertake the Project as more fully described in the Scope of Work attached hereto as Exhibit "c" and incorporated herein by this reference, in order to facilitate use and operation of each Parcel for uses consistent with the HOME Program and this Agreement; and 1 O. With respect to the use of the Project by the Participant, after the completion of rehabilitation work on each Parcel, it is deemed desirable that each of the dwelling units on each Parcel be reserved for use and occupancy by eligible households qualifying as low-moderate- income households in accordance with the HOME Program Covenant and the Market Rate Affordable Housing Covenant as more fully set forth herein. P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 3 CDC/2001-40 NOW THEREFORE, THE PARTIES TO THIS AGREEMENT COVENANT AND AGREE AS FOLLOWS: Section 1. Qualifications The terms and provisions of the Recitals of this Agreement are material to its consideration and formation and are hereby incorporated into this Agreement. Participant has fully reviewed all of the requirements of a CHDO under the HOME Program and hereby certifies and warrants to the Agency that it is a CHDO and that the Participant has satisfied the qualifications and rights of a CHDO as set forth in 24 CFR Part 92.2. Participant hereby further warrants and covenants to the Agency that it has met the following requirements: 1.1 Legal Status. Participant is organized under State law, as evidenced by its articles of incorporation. No part of its net earnings inure to the benefit of any member, founder, contributor, or individual. Participant has a tax exemption ruling from the Internal Revenue Service (hereinafter referred to as the "IRS") under Section 501 (c) of the Internal Revenue Code of 1986, as evidenced by a certificate from the IRS. Also, Participant has among its purposes the provision of safe, decent and affordable housing that is affordable to low and moderate-income people. 1.2 Capacity. Participant conforms to the financial accountability standards of Attachment F of Office of Management and Budget Circular A-II 0, as evidenced by a notarized statement by the organization's Certified Public Accountant. Participant is qualified to carry out activities assisted with HOME Program funds through the experience of key staff members. 1.3 Organizational Structure. The governing board of directors of Participant contains at least 33 percent low-income representation. Participant provides a formal process for low- income program beneficiaries to advise the organization in all of its decisions regarding the P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 4 CDC/2001-40 design, siting, development, and management of all affordable housing projects through its by- laws and operating procedures approved by the governing board of directors. 1.4 Relationship with For-Profit Entities. Participant is not controlled nor receives directions from individuals or entities seeking profit from the organization. Participant is free to contract for goods and services from vendor(s) of its own choosing. 1.5 Maintenance of Warranties During Term of Loan. During the term of the Loan as described in Section 2 of this Agreement, the Participant shall maintain each of the foregoing covenants set forth in this Section 1. SCOPE OF SERVICES Section 2. Loan and Scope of Services Subject to the terms and conditions of this Agreement, the Agency shall make available to the Participant for the implementation of the Project, a total amount not to exceed one hundred forty-seven thousand dollars ($147,000) in HOME Program funds as a deferred loan (the "Loan"). No other source of Agency funds or the City are pledged or otherwise made available to the Participant for the Project. The proceeds of the Loan shall be used and applied by the Participant (together with other funds to be provided by the Participant) for the acquisition and rehabilitation of the Project. The proceeds of the Loan shall be used for the following purposes: (i) up to one hundred twenty-nine thousand Dollars ($129,000) shall be used and applied by Participant, together with other funds, if necessary, to acquire Parcels 1, 2, and 3. Parcel No.4 will be transferred by Agency to Participant at no costs; and (ii) up to eighteen thousand Dollars ($18,000) shall be used and applied by Participant together with other non-federal resources to cause the substantial rehabilitation of the 7 -units located upon Parcels 1, 2 and 3. Parcel 4 shall be rehabilitated by Participant with private non-federal funds. The Loan shall be evidenced by P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 5 CDC/2001-40 three (3) separate promissory notes which shall each be in an initial principal amount of thirty two thousand five hundred dollars ($32,500) for Parcell, fifty nine thousand dollars ($59,000) for Parcel 2, and thirty seven thousand, five hundred dollars ($37,500) for Parcel 3. The proceeds of the Loan shall be disbursed by the Agency to the Participant upon receipt from Participants of appropriate documentation requesting each of the two (2) draws of the Loan funds as set forth herein. During the term of the Loan, Participant shall own and shall have effective management control of the Project and the Participant shall comply with the provisions of 24 CFR 92.504. The Agency will set aside HOME Program Funds for FY 2000 for Participant. The Agency will submit the "Designation of Community Housing Development Organization", Form HUD-40098, to reserve funds for use by Participant promptly following the approval of this Agreement by the governing board of the Agency. The HOME Program funds for FY 2000, which are set aside for use by Participant and which are not committed by or for Participant within 12 months following the approval of this Agreement, will be automatically returned to the HOME Line of Credit and shall not be available for disbursement to Participant thereafter. Section 3. Payment ofProiect Costs The total estimated cost of the Project (acquisition of the Parcels 1,2 & 3 and donation of Parcel 4 and rehabilitation of each of the 11 rental dwelling units, seven (7) HOME assisted and four (4) Market Rate Units) is presently estimated by the Participant to be approximately $489,290. The Loan shall cover a portion of these Project costs; and the Participant anticipates receipt of not less than $327,503 in senior lender funds from a commercia11ending institution (the "Senior Lender") and the Participant shall also contribute approximately $15,000 as equity down payment on the Project. Participant shall pay any and all fees and costs incurred as a result P:IFonnslHousing FormslHOME FonnslNeighborhood HsgINHS CHDO Loan Agreement.docr 6 CDC/2001-40 of acquisition and development of the Project using the loan and funds provided by the Senior Lender and equity contributed by Participant. Funds representing the Loan proceeds shall only be used by Participant to pay for acquisition of the Parcels 1, 2, & 3 and the rehabilitation of the 7 dwelling units thereon (each referred to as a "Rental Unit") unless otherwise first approved in writing by the Agency. The Agency shall have the right, upon reasonable notice, to inspect and audit all books and records of Participant pertaining to the payment of Project fees and costs. Section 4. The Proiect and Initial Disbursement of Loan to Participant. (a) Subject to the terms and conditions of this Agreement, the Participant hereby agrees to undertake the Project. (b) The Participant shall acquire each of the Parcels from the Agency as provided below. Concurrently with the approval of this Agreement by the governing board of the Agency, the Participant shall also execute one or more real property transfer and escrow agreements with the Agency for the transfer of the fee title interest of each of the Parcels subject to the satisfaction of the terms and conditions of that certain asset transfer agreement by and between the Agency and the County of San Bernardino (the "County/FHA Transfer Agreement"). The transfer of the marketable fee title interest in each of the Parcels by the Agency to Participant shall be subject to the terms and conditions of the County/FHA Transfer Agreement and compliance by the Participant with terms of each related escrow agreement with the Agency. (c) Concurrently with the close of each of the escrows for the transfer of the Parcels referenced in Section 4(b), the Agency shall disburse a portion of the proceeds of the Loan to Participant as follows: (i) at close of the escrow for Parcel No.1, $32,500; (ii) at close of the escrow for Parcel No.2, $59,000; and P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 7 CDC/2001-40 (iii) at close of the escrow for Parcel No.3, $37,500. (d) The Agency shall disburse the proceeds of the Loan to fund the acquisition of the Parcels when the Participant has satisfied the following conditions: (i) the Participant has provided the Agency with a written financing commitment of the Senior Lender in form satisfactory to the Executive Director of the Agency to provide at least $327,503 in funds to the Participant for the rehabilitation of the Rental Units; (ii) the Participant has provided the Agency with evidence of insurance coverage as required under this Agreement and each deed of trust; (iii) each of the escrows referenced in Section 4(b) is otherwise in a condition to close; (iv) the Participant has executed each of the Promissory Notes Exhibit "D" and Deeds of Trust Exhibit "E" and HOME Regulatory Agreements for Parcels I, 2, & 3 in favor of the Agency for all parcels and has executed the appropriate form of the Market Rate Affordable Housing Covenant for Parcel No.4 in favor of the Agency as provided in Section 5 and has executed appropriate escrow instructions in favor of the Agency relating to the recordation of each deed of trust and HOME Regulatory Agreement against each of the Parcels (Market Rate Affordable Housing Regulatory Covenant against Parcel No.4., as there will be no Deed of Trust in favor of the Agency for Parcel No.4); and (v) the Participant has complied with each of the other provisions of this Agreement and is not in default hereunder. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 8 CDC/2001-40 (e) Provided no default has occurred, the remaining balance of the Loan shall be disbursed to Participant by the Agency after each of the escrows described in Section 4(b) has closed when: (i) the Participant has certified in writing to the Agency either: (A) the work of rehabilitation of at least four (4) Rental Units from Parcels 1, 2 and 3 have been completed and each such Rental Unit is ready for occupancy or (B) at least 20% of the work of improvement and rehabilitation of all of the units has been completed by Participant; and (ii) no default has occurred under this Agreement. Section 5. Loan Documents and Grant Deed Covenants (a) The Loan shall be evidenced by three (3) promissory notes (each a "Promissory Note") which shall each be secured by a deed of trust on a parcel as follows: (i) Promissory Note secured by Deed of Trust on Parcel No.1, $32,500; (ii) Promissory Note secured by Deed of Trust on Parcel No.2, $59,000; (iii) Promissory Note secured by Deed of Trust on Parcel No.3, $37,500; (b) The form of the Promissory Note is attached hereto as Exhibit "D". The date of each of the Promissory Notes shall be the date on which the close of each of the escrows referenced in Section 4(b) occurs. The term of each Promissory Note shall be fifteen (15) years from its date which shall be the close of each such escrow and each Promissory Note shall bear no interest prior to maturity provided no default exists. Provided that Participant is in full compliance with all of the terms and conditions of this Agreement, the principal amount of each Promissory Note shall be forgiven as follows: annually from the date of the Promissory Note, one fifteenth (1/15th) of the P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 9 CDC/2001-40 original principal balance shall be forgiven. If the outstanding principal balance of a Promissory Note is paid prior to maturity, Participant and the Parcel which secures such Promissory Note under a Deed of Trust, shall be released from those terms and conditions imposed by the Agency under the HOME Regulatory Agreement on such Parcel as they relate to the HOME Program and those terms shall be deemed satisfied (the Market Rate Affordable Housing Covenant for Parcel No.4., shall contain comparable HOME Program release provisions upon payment to the Agency of the appraised value of Parcel No.4, less certain authorized capital improvement costs ). (c) Each of the Promissory Notes shall be secured by a deed of trust on the applicable Parcel substantially in the form as attached as Exhibit "E". (d) Provided no default has occurred, upon the written request of the Participant, the Executive Director of the Agency shall execute and deliver on behalf of the Agency a loan subordinate agreement in favor of the Senior Lender substantially in the form submitted by Participant and acceptable to the Agency and approved for execution by the Agency Special Counsel. (e) Concurrently with the close of each escrow referenced in Section 4(b) and the escrow for the transfer of Parcel No.4 to the Participant and the disbursement of the proceeds of the Loan to Participant, the Participant shall execute and cause to be recorded in favor of the Agency a HOME Covenants, Conditions and Restrictions substantially in the form attached as Exhibit "B" for Parcels 1, 2 and 3; and Market Rate Covenants, Conditions and Restrictions Exhibit "B 1" for Parcel 4. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 10 CDC/2001-40 Section 6. Schedule for Completion of Tasks The Participant shall acquire fee title interest in the Parcels by a date not later than December 31, 2001, or this Agreement shall have no further force of effect. The Participant shall commence the rehabilitation work on the Parcels promptly following the close of the escrows as set forth in Section 4 and thereafter complete such rehabilitation work within 180 days following the close of such escrows. The Executive Director of the Agency may for good cause grant the Participant up to sixty (60) days additional time in which to complete such rehabilitation work. For the purposes of this Section 6, the words "complete such rehabilitation work" refer to a condition of completed work of improvement and rehabilitation on each of the Rental Units such that the Agency may issue a Certificate of Completion for each such Rental Unit. Section 7. Occupancv of Units 7.1 Participant shall ensure that the eleven (11) rental units (hereinafter referred to as the "Rental Units") of which 7 units are designated "HOME Assisted Units" and 4 units designated "Market Rate Rental Units" in the Project shall be reserved for occupancy by eligible households as follows: (i) 20% (2 Rental Units) of the seven (7) "HOME Assisted Units" shall be rented or reserved for occupancy by very low-income households. For the purposes of this Agreement, very low-income shall be defined as those households earning fifty percent (50%) of median income, or below; (ii) the remaining balance (5 Rental Units) of the seven (7) "HOME Assisted Units" shall be rented or reserved for occupancy by households earning (80%) eighty percent of the area median income or below; P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 11 CDC/2001-40 (iii) the remaining balance (4 "Market Rate Rental Units") shall be rented or reserved for occupancy by households earning one hundred and fifteen percent (115%) of the area median income or below; and (iv) at the time of initial occupancy (1 year period) of the HOME Assisted Units in the Project, not less than six (6) rental units of the designated HOME Assisted Units, shall be rented or reserved for occupancy by households earning sixty percent (60%) of the area median income or below. The eligible household occupancy test of this subparagraph (iv) shall be applied only at the time of initial occupancy of the seven (7) HOME Assisted Unit. The eligible household occupancy tests of subparagraph (i) and (ii), above, shall be applied annually for the remaining term of this Agreement. 7.2 Participant shall ensure that each of the Rental Units shall be available and remained to be available for occupancy by individuals or families who are income-eligible in accordance with the provisions of Section 7.1. Participant shall be responsible for interviewing and selecting occupants for the Rental Units and, shall file with the Agency the tenant eligibility certification in the form of Exhibit "F" commencing on the July 1 first following the initial occupancy of any of the Rental Units and on each July 1 annually thereafter during the term of the Loan. 7.3 The Participant may charge rent for the occupancy of each Rental Unit which is defined to be an affordable housing cost in accordance with the initial rent schedule for the HOME Assisted Rental Units attached hereto as Exhibit "G" and incorporated herein by this reference. During the term of the Loan Exhibit "G" may be amended from time-to-time upon the written request of the Participant and approved by the Agency Executive Director to conform to rent schedules that are prescribed under the HOME Program guidelines and provided by HUD P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 12 CDC/2001-40 annually. For any household, which at the time of an Annual Household Income Recertification, may no longer be an "eligible" household under Section 7.1 (ii), Participant may increase the rent payable by such a household to the then applicable fair market rent for the Rental Unit occupied by such household; provided, however, that upon the termination of occupancy of such Rental Unit by the non-eligible household, such Rental Unit shall be reserved for use and occupancy by an eligible household under Section 7.1 (i) or (ii), as applicable. Section 8. Management of Rental Housing Units (a) Participant hereby agrees to manage the Rental Units and be responsible for collecting all rents due and payable in connection with the occupancy of the Rental Units and upon the collection of such rents, pay for all costs and expenses incurred in connection with the operation and occupancy of the Rental Units. All remaining revenues shall be placed in reserve account after all debt obligation have been met for the benefit of the Rental Units. (b) Promptly following the close of the escrows, and the transfer of Parcel 4 to Participant, as set forth in Section 4, Participant shall establish, and thereafter maintain, a capital replacement and reserve fund for the Project with an initial fund balance of not less than $2,000.00. The funds deposited by Participant each year to such capital replacement and reserve fund shall be used and applied by the Participant to pay for the costs of capital replacement of improvement to the Project, and for such extraordinary costs and expenses of the operation and maintenance of the Project as may be approved in writing by the Agency. Such capital replacement and reserve fund shall be specifically identified in the books and financial accounting records of Participant as funds held in trust by Participant for the Project. The cash balance of such capital replacement and reserve fund may be invested with other funds of the Participant until applied by the Participant to pay for capital replacement costs of the Project. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 13 CDC/2001-40 Each year during the term of this Agreement, Participant shall contribute additional funds to such capital replacement and reserve fund in an amount of at least four percent (4%) of gross rents annually payable from the Rental Units. Participant shall provide the Agency with suitably detailed accounting records relating to the balance and use of the monies deposited into the capital replacement and reserve fund annually. Section 9. Period of Performance/ Affordabilitv This Project will meet a fifteen (15) year affordability requirement with respect to the Rental Units on each Parcel in accordance with 24 CFR Part 92.252, commencing upon the recordation of the HOME Program Regulatory Agreement and the Market Rate Affordable Housing Covenant for each Parcel and continuing until the expiration of the affordability period, without regard to the term of the mortgage or to transfer of ownership (hereinafter referred to as the "Affordability Period"). A breach of the Rental Unit affordability requirements (as set forth in Section 7.1) shall be deemed an event of default under the Loan. Section 10. Repayments Any repayment of the loan by Participant to the Agency of principal, or replacement funds, if any, and other return on the investment of HOME Program funds shall be remitted to the Agency. Such repayments will be deposited by the Agency in a HOME Program Income Account and used for other HOME Program eligible activities. Section II. Uniform Administrative Requirements As a non-profit organization and a recipient of HOME Program funds, Participant certifies and warrants that it meets the requirements of OMB Circular No. A-122 and the following requirements of OMB circular No. A-II 0: Attachment B; Attachment F; Attachment H, Paragraph 2; and Attachment O. The Agency shall monitor the activities of Participant in P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 14 CDC/2001-40 order to ensure the continued compliance with these provIsIons and any other provlSlons applicable under the HOME Program. Section 12. Proiect Requirements The parties hereby agree as follows: 12.1 Maximum Per-Unit Subsidy Amount. The amount of HOME Program funds that Participant may invest on a per-unit basis in affordable housing does not exceed limits established by HUD for this type of project. 12.2 Propertv Standards. The Project upon completion shall, at a minimum, meet Federal (Housing Authority) Section 8 Housing Quality Standards ("HQS") and local housing codes and ordinances for the term of affordability and the property maintenance provisions of the Covenant Agreement for each Parcel. Participant hereby agrees that the Agency or its designee shall be permitted regular access to the Parcels in order to physically inspect the units and ensure compliance with the terms of this Agreement. Such inspections shall occur at least annually, but not more frequently than once every calendar quarter. 12.3 rRESERVED-NO TEXTl 12.4 Recertification ofOccupancv and Rent Requirements Participant shall re-examine the income of each tenant household occupying the Rental Units at least annually and shall provide documentation to the Agency to ensure continued compliance with the provisions of the HOME Program and the Market Rate Affordability Housing Covenant. The monthly rent for a particular Rental Unit may be recalculated by Participant based upon increases (or decreases) in the household income of the household since the time of the previous recertification report to the Agency. Any increase in rent for a Rental Unit shall be subject to the provisions of outstanding leases. Participant may increase rent for P:IFonnslHousing FonnslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 15 CDC/2001-40 each Rental Unit not more frequently than once per year and the Participant shall provide tenants of those Rental Units where an increase of rent is proposed not less than thirty (30) days prior written notice before implementing an increase in rent. 12.5 Increases in Tenant Income. Rental Units shall qualify as affordable housing despite a temporary household income noncompliance by tenant occupants if the noncompliance is caused by increases in the incomes of existing tenants of Rental Units following initial occupancy of a Rental Unit by such tenant and if actions satisfactory to HUD and the Agency are being taken by Participant to ensure that all vacancies of Rental Units occupancy after the time that non-compliance may occur under this Section 12.5 are rented to new households in accordance with Section 7.1 (i) until the noncompliance is corrected. Tenants who no longer qualify as low-income households under Section 7.1 shall pay fair market rent for the Rental Units which such tenant occupies as provided in Section 7.3. 12.6 Tenant Protection. (i) Lease. For the Rental Units, the lease between each tenant and Participant must be for not less than one year, unless by mutual agreement between the tenant and Participant, with the prior written approval of the Agency. The lease shall provide that the maximum occupancy of the Rental Units shall be two persons for each bedroom plus one additional person for each unit. (ii) Prohibited Lease Terms. The lease may not contain any of the following proVISIOns: (a) an agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of Participant in a lawsuit brought in connection with the lease. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 16 CDCj2001-40 (b) an agreement by the tenant that Participant may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the Rental Unit after the tenant has moved out of the Rental Unit. Participant may dispose of this personal property in accordance with State of California law. (c) an agreement by the tenant not to hold Participant or Participant's agency legally responsible for any action or failure to act, whether intentional or negligent. (d) an agreement of the tenant that Participant may institute a lawsuit without notice to the tenant. (e) an agreement of the tenant that Participant may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. (f) an agreement by the tenant to waive any right to a trial by jury. (g) an agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease. (h) an agreement by the tenant to pay attorneys' fees or other legal costs, even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 12.7 Termination of Tenancy. Participant may not terminate the tenancy or refuse to renew the lease of a tenant for any Rental Unit except for serious or repeated violation of the terms and conditions of the lease, for violation of applicable federal, state, or local law, or for P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 17 CDCj2001-40 other good cause. Any termination or refusal to renew must be preceded by not less than 30 days by Participant's service upon the tenant of a written notice specifying the grounds of the action. Section 13. Other Requirements 13.1 Rehabilitation of Rental Units. Promptly following the Participants acquisition and transfer of each of the Parcels, the Participant shall commence and thereafter diligently complete in a good and workman like fashion the work of rehabilitation and improvement of each Rental Unit on each Parcel in accordance with the Scope of Work set forth in Exhibit "C". The Participant shall be responsible for ensuring that the Agency's Construction Manager is inspecting and approving the progress of work and issues final approval and or completion certificate for the Project. Participant shall substantially complete the work of rehabilitation and improvement of each such Rental Unit within 180 days following the recordation of the Agency's Grant Deed for Parcels 1,2 and 3, and the Grant Deed for Parcel 4. For the purposes hereof the words "substantially complete" means and refers to the date on which the Agency issues the Notice of Completion for the Rental Unit as rehabilitated by Participant. 13.2 Maintenance and Replacement. Participant must maintain the Project in compliance with all applicable housing quality standards and local code requirements, including, but not limited, to the San Bernardino Municipal Code. 13.3 Tenant Selection. Participant must adopt written tenant selection policies and criteria for the Rental Units that: (i) are consistent with the purpose of providing housing for very low-income and low-income families; (ii) are reasonably related to HOME Program eligibility and the applicants' ability to perform the obligations of the lease; P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 18 CDC/2001-40 (iii) give reasonable consideration to the housing needs of families that would have a federal preference under section 960.211 of Title II of the Cranston-Gonzalez National Affordable Housing Act of 1992; and (iv) provide for the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable, and the prompt written notification, to any rejected applicant setting forth the grounds for any rejection. (v) provide that a preference be given to residents or occupants of the City of San Bernardino with respect to the occupancy of the Rental Units. 13.4 Compliance. Participant must carry out each activity in compliance with all Federal laws and regulations described in 24 CFR Part 92 and outlined hereinafter, except that Participant does not assume the Agency's responsibilities for environmental review in 24 CFR Part 92.352 or the intergovernmental review process in 24 CFR Part 92.359. These Federal laws and regulations must be complied with as follows: (i) Equal Opportunitv. No person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with HOME funds. In addition, HOME funds must be made available in accordance with all laws and regulations listed in 24 CFR Part 92.350(a). (ii) Fair Housing. In accordance with the certification made with its housing strategy, each participating jurisdiction receiving HOME Program funds, must affirmatively further fair housing. Actions described in Section 570.904(c) of Title II of the Cranston-Gonzalez National Affordable Housing Act will satisfy this requirement. (iii) Affirmative Marketing. Participant must adopt affirmative marketing procedures and requirements for the Rental Units. These must include: P:IFonnslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 19 CDC/2001-40 (a) Methods for informing the public; (b) Requirements and practices that Participant must adhere to in order to carry out the City of San Bernardino's affirmative marketing procedures and requirements; (c) Procedures used by Participant to inform and solicit applications from persons in the housing market area who are not likely to apply without special outreach; (d) Records that will be kept describing actions taken by Participant to affirmatively market units and records to assess the results of these actions; and ( e) A description of how Participant will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. (iv) Displacement, Relocation and Acquisition. Consistent with the other goals and objectives of 24 CFR Part 92, and if applicable, Participant must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project, if applicable. To the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit upon project completion. Participant agrees to minimize displacement in accordance with 24 CFR Part 92.353. As of the date of this Agreement, all Rental Units subject to this Agreement are vacant. (v) Labor. If applicable, any contract executed by participant for the rehabilitation of affordable housing with 12 or more rental units using HOME Program funds must contain a provision requiring that not less than the wages prevailing in the locality, as predetermined by the Secretary of Labor pursuant to the Davis-Bacon Act (40 U.S.c. 2761-5), will be paid to all laborers and mechanics employed in the development of affordable housing involved, and such P:\Forms\Housing Fonns\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 20 CDC/2001-40 contacts must also be subject to overtime provisions, as applicable, of the Contract Work Hours and Safety Standards Act (40 US.C. 327-332). The Agency may require certification as to compliance with the provisions of 24 CFR Part 92.354 before making any payment under such contract. (vi) Lead-based Paint. It is understood that the rehabilitation, improvement and maintenance of the Rental Units is subject to 24 CFR Part 35. (vii) Conflict of Interest. Participant shall comply with all requirements set forth regarding conflict of interest provisions as they apply in 24 CFR Part 92.356. (viii) Debarment and Suspension. As required in 24 CFR Part 92.357, Participant will comply with all debarment and suspension certifications. (ix) Flood Insurance. Under the Flood Disaster Protection Act of 1973, HOME Program funds may not be used with respect to the acquisition or rehabilitation of a project located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, unless: (A) The community in which the area is situated is participating in the National Flood Insurance Program, or less than a year has passed since FEMA notification regarding such hazards; and (B) Flood insurance is obtained as a condition of approval of the commitment. (C) The Agency is responsible for assuring that flood insurance under the National Flood Insurance Program is obtained and maintained. Section 14. Requests for Disbursements of Funds for Rehabilitation of Rental Units 14.1 Participant, in its sole discretion, shall be responsible for the selection of the contractors to undertake and cause the rehabilitation of the Rental Units. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreemcnt.doc 21 CDC/2001-40 14.2 Participant may not request disbursement of funds under this Agreement until funds are needed for payment of eligible costs. The amount of each request must be limited to the amount requested through approved invoicing reflecting completed work or required payment of obligation incurred. Section 15. Records and Reports 15.1 The Agency will require that Participant maintain and supply the Agency upon written request the following records and reports for the affordability period in order to assist the Agency in meeting its record keeping and reporting requirements: (i) development and all funding documentation for the Project; (ii) property management and building maintenance reserves and related records; (iii) files on the annual review and certification of all applicable tenant income; (iv) terms and conditions of all signed leasehold agreements between tenants and Participant; and (v) any legal reports and records required by City Attorney's Office or the Agency, as requested. 15.2 Program Agent, on behalf of the Agency, will review the Project annually for the period of affordability for: (i) recertification of tenant income; (ii) review of rent and utility allowances; (iii) on-site inspections for compliance with Section 8 Housing Quality Standards; and (vi) review of Participant compliance with this written Agreement. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 22 CDCj2001-40 Section 16. Indemnification The Participant shall indemnify and hold harmless the Agency and the City and the officials, officers, employees and agents of the City and the Agency from and against any and all claims or liability arising from Participant's actions under this Agreement or from the conduct of Participant's business or from any activity, work or things done, permitted or suffered by Participant and shall further indemnify and hold harmless the Agency and City and their officers, employees and agents from and against any and all claims arising from any breach or default in the performance of any obligation of Participant under the terms of this Agreement arising from any negligent or wrongful act or omission of the Participant or Participant's agents, contractors, employees or invitees and from and against all costs, attorneys' fees, expenses and liability incurred in the defense of any such claim or any action or proceeding brought thereon. Participant's agreement to indemnify and hold the Agency and City harmless shall extend to any claims or liabilities, including but not limited to claims pertaining to environmental conditions, alleged construction defects, or other matters, that may arise as a result of the Participant's acquisition and ownership of the Parcels and the rehabilitation, improvement and occupancy of each Rental Unit thereon. Section 17 Breach and Termination. (a) Termination Without Default or Breach Prior to Transfer of Title in the Parcels to the Participant. This Agreement may be terminated for the convenience of either party who is not then in default upon sixty (60) days notice to the other party at any time prior to the date on which the Participant acquires title to the Parcels. (b) Defaults and Breach - General. Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 23 CDC/2001-40 provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In the event that a default of either party may remain uncured for more than thirty (30) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to terminate this Agreement and seek any appropriate remedy or damages by initiating legal proceedings, if necessary. (C) In the event that either party brings an action to enforce any condition or covenant, representation or warranty arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other party reasonable attorneys' fees to be fixed by P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 24 CDC/2001-40 the court in which a judgment is entered, as well as the costs of such suit. For the purposes of this Section 17(c), the words "reasonable attorneys' fees" in the case of the Agency include the salaries, costs and overhead of lawyer's employed in the Office of the City Attorney of the City of San Bernardino. Section 18. Enforcement of this Agreement 18.1 The Agency shall have the right, by prior written notice to Participant, to enforce affordability and occupancy requirements. Should any such violation be brought to the attention of the Agency regarding the Project, the Agency shall have the right, by prior written notice to Participant, to suspend or terminate this Agreement and may avail itself of all remedies under this Agreement, the Promissory Note, the Deed of Trust and the Agency HOME Program Regulatory Agreement and the Market Rate Affordability Housing Covenant. 18.2 The Agency at its discretion may terminate this Agreement, in whole or in part, by giving Participant written notice in accordance with 24 CFR Part 85.44. 18.3 The Agency also reserves the right to reallocate HOME funds pnor to commitment of said funds to particular projects. Section 19. Monitoring The Agency is responsible for managing the day-to-day operations of its HOME Program for monitoring the performance of all entities receiving HOME funds from the Agency to ensure compliance with the requirements of 24 CFR Part 92, and for taking appropriate action when performance problems arise. IIII IIII IIII P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 25 CDC/2001-40 IN WITNESS HEREOF, the Agency and Participant have executed this Agreement as of the date first hereinabove set forth. AGENCY Date /~/:j~:/ B PARTICIPANT Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation Date } Il'-,It ( By: ~tl'~l~ *~1-- Title: "iZxfc"ltl Ie 'J:1I("(!~.f" By: Title: P:\Forms\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc 26 EXHIBIT "An Legal Description of the Parcels PARCEL I 1441-1443 Mountain View Avenue APN 0146-163-43000 The North 49.6 feet of the South 297.60 feet of the West 181.5 feet of Lot 3, Block 33, Rancho San Bernardino, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 7, page(s) 2, of Maps, in the office of the County Recorder of said County. PARCEL II 1495 Mountain View Avenue & 195-197 Magnolia Avenue APN 0146-163-02000 . Lot 3 of Tract No. 1957, Kimmel's Magnolia Tract, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 28, page(s) 55, of Maps, in the office of the County Recorder of said County. Except the East 5.00 feet thereof. PARCEL III 1501-1503 Pershing APN 0146-132-18000 Lot 11, Tract No. 1785, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 26, of Maps, Page 19, in the office of the County Recorder of said County. PARCEL IV 1379 Arrowhead Avenue APN 0146-162-22000 Lot 10, Block "B" of Edelen Tract, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 5, page(s) 35 of Maps, in the office of the County Recorder of said County. P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreemcnt.doc EXHIBIT "B" HOME Covenants, Conditions and Restrictions P:\Fomls\Housillg Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doc RECORDING REQUESTED BY And when Recorded mail to: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director Recordation of this Instrument is Exempt from all Fees and Taxes NEIGHBORHOOD HOUSING SERVICE (NHS) HOME REGULATORY AGREEMENT, PROPERTY USE AND COVENANT THIS REGULATORY AGREEMENT ("AGREEMENT") is entered into this 1st day of October 2001, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body (hereinafter known as "Agency"), and Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (hereinafter known as "Participant"). RECITALS WHEREAS, Participant owns that certain real property located within the City and described as: 1441-1443 Mt. View (APN 0146-163-4300, Parcell), 1495 Mt. View & 1915- 1917 Magnolia (APN 0146-163-02000, Parcel 2), and 1501-1503 Pershing (APN 0146-132- 18000, Parcel 3), a legal description of which is attached as Exhibit "A" hereto (the "Property"); and WHEREAS, Participant desires to manage seven (7) rental units (herein "Affordable Units") on the Property for occupancy at HOME Affordable Rents to HOME Qualified Low- Income Households. Participant intends to rehabilitate the Affordable Units utilizing a portion of the proceeds of a deferred loan from the Agency's allocation of HOME funds in the amount of One Hundred Forty Seven Thousand dollars ($147,000) (the "Loan") for Parcels 1,2 and 3. WHEREAS, the Agency has agreed to extend the Agency Loan to the Participant pu\.suant to the terms and conditions of that certain HOME Investment Partnership Agreement by and between the Participant and the Agency (the "Loan Agreement"). WHEREAS, the Agency has agreed to make the Agency Loan to the Participant on the condition that the Project be maintained and operated in accordance with the HOME regulations and restrictions concerning affordability, operation, and maintenance of the Project, as specified in this Agreement. 1 WHEREAS, a purpose of this Agreement is to ensure that Affordable Units which are developed pursuant to the requirements hereunder shall be available to HOME eligible Households with income at or below 80% of its area median and for the term of fifteen (15) years and that rental units are to be maintained as Affordable Units in accordance with the provisions of this Regulatory Agreement. I. DEFINITIONS. A. "Affordable Rent" shall mean the maximum rent allowed as established by the Department of Housing and Urban Development HOME Program. B. "Affordable Units" shall mean the units on the Property required to be available to, occupied by, or held vacant for occupancy only to HOME Eligible Households and rented at an Affordable Rent, as set forth in this Agreement. C. "Agreement" shall mean this Regulatory Agreement. D. "Agency" shall mean the Redevelopment Agency, City of San Bernardino, a public body, corporate and politic. E. "Agency Loan" shall mean the loan from HOME funds allocated to the Participant, which loan is the subject of the Loan Agreement. F. "HOME Assisted Units" shall mean the units designated as acquired and rehabilitated with HOME loan proceeds rented to households with income at or below 80% of area median income. G. "HOME Program" shall mean the HOME Investment Partnership Act, 42 U.S.c. S 12701, et seq. as it now exists and, subject to the provisions of Section 2.2 herein, as may hereafter be amended. H. "HOME Regulations" shall mean the implementing regulations of the HOME Program set forth at 24 CFR 92 as it now exists and, subject to the provisions of Section 2.2 herein, as may hereafter be amended. I. "Loan Agreement" shall mean the Home Investment Partnership Agreement entered into by and between the Participant and the Agency. J. "Participant" shall mean the Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation. K. "Parties" shall mean the Agency and the Participant. 1. "Project" shall mean the Acquisition and Rehabilitation of units located at the Project site (Parcels 1, 2 and 3), described in Exhibit A attached hereto and by this reference incorporated herein. Other HOME eligible improvements at the Project site as defined herein 2 which have received prior written approval by the Agency Executive Director his/her designee in accordance with the provisions set forth herein and in this Agreement. M. "Property" shall mean the real property located in San Bernardino, California, as more particularly described in the Project site description attached hereto as Exhibit A and incorporated herein by reference, together with the buildings, fixtures and other improvements located thereon. N. "HOME Eligible Households" shall mean those households identified by the United States Department of Housing and Urban Development with income at or below 80% of the area median income. O. "Term" shall mean the period commencing on the date of recordation of this Agreement and ending on the date which is fifteen (15) years following the date of execution of this Agreement. II. LAND USE REGULA nONS A. Permitted Uses. The Property shall be used only for private multi-family rental dwelling purposes and related amenity uses, but for no other purposes. Throughout the Term, the Participant covenants and agrees to make available, restrict occupancy to, and rent each of the dwelling units on the Property as Affordable Units at an Affordable Rent as set forth in Section B. herein below. None of the dwelling units on the Property shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. The Participant shall not convert the Property to condominium ownership which approval the Agency may grant, withhold or deny in its sole and absolute discretion. B. Affordable Units. The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that throughout the Term, the Participant, such successors and assigns, shall use, maintain and operate the Property as specified in this Agreement. During the fifteen (15) year term, all uses undertaken by the Participant pursuant to this Agreement shall conform to the HOME Regulations and HOME Program and to all applicable provisions of San Bernardino Municipal Code. In the event the Participant desires to change the affordable housing, maintenance or operation requirements for the Property from the specific requirements set forth in this Agreement in order to comply with a subsequently enacted amendment to the HOME Program or the HOME Regulations, Participant shall notify Agency in writing of such proposed change to implementing such change. In the event the Agency disapproves of such change and the Participant's interpretation of the amendment related thereto, Agency shall notify the Participant of its disapproval in writing and the parties shall seek clarification from the appropriate HUD Field Office. Only if HUD concurs with Participant's interpretation of the HOME Program and HOME Regulations shall Participant be permitted to implement the proposed change. 3 1. Throughout the fifteen (15) year Term, the Participant shall devote seven (7) units located on the Property as Affordable Units which shall be rented and occupied by or, if vacant available for rental and occupancy by, HOME Eligible Households. 2. Prior to leasing an Affordable Unit, Participant shall verify the income eligibility of the tenant applicant by obtaining verification of all household sources of income in order to assure compliance with the rent and occupancy restrictions and monitoring requirements of this Agreement. The Participant shall, upon request by the Agency, complete such income verification on Agency-approved forms provided by the Agency. 3. None of the dwelling units on the Property shall at any time be utilized on a transient basis nor shall the Property or any portion thereof ever be used as a hotel, motel, dornlitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. The Participant shall not convert the Property to condominium ownership during the Term without the prior written approval of the Agency, which approval the Agency may grant, withhold or deny in its sole and absolute discretion. C. Determination of Affordable Rent. All Affordable Units shall be rented at Affordable Rent in accordance with this Section C. and as required by the'applicable sections of the HOME Regulations. 1. Increases in Tenant Income. The units shall qualify as affordable housing as required despite a temporary non-compliance with Section III. A., of this part, if the non-compliance is caused by increases in the incomes of existing tenants and if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section until the non- compliance is corrected. Tenants who no longer qualify as low-income families must pay fair market rent. 2. Adiustment of Affordable Rent. HUD may adjust the Affordable Rent established for the Project under paragraph (1) of this section, only ifHUD finds that an adjustment is necessary to support the continued financial viability of the Project and only by an amount that HUD determines is necessary to maintain financial viability of the Project. 3. Market Rent. Where the income of a tenant household may increase after its initial occupancy to a level at which such tenant no longer qualifies as "low-income", Participant may thereafter increase the rent payable by such tenant to a fair market rent for the size of the Affordable Unit which such tenant occupies; provided however, that at such time as such tenant may no longer lawfully occupy the Affordable Unit the rent payable for such Affordable Unit shall be reset to an Affordable Rent for the HOME Eligible Household who next occupies that Affordable Unit. D. Tenant Protections. 1. Rental Agreement/Lease. The Participant shall execute or cause to be executed a written rental agreement/lease in a form with each tenant household identifying by name all pennitted occupants, both adults and minors, occupying each Affordable Unit. The rental 4 agreement/lease between tenants occupying the Affordable Units and Participant must be for not less than one year, unless by mutual agreement between the tenant and the Participant. 2. Prohibited Rental Agreement/Lease Terms. The rental agreement/lease may not contain any of the following provisions: a. Agreement to be sued. Agreement by the tenant to be sued, to admit guilty, or to a judgment in favor of the Participant in a lawsuit brought in connection with the lease; b. Treatment of property. Agreement by tenant that the Participant may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the unit after the tenant has moved out of the unit. The Participant may dispose of this personal property in accordance with state law; c. Excusing Participant from responsibility. Agreement by the tenant not to hold Participant or Participant's agents legally responsible for any action or failure to act, whether intentional or negligent; d. Waiver of notice. Agreement of the tenant that the Participant may institute a lawsuit without notice to the tenant; e. Waiver of legal proceedings. Agreement by the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; f. Waiver of a iury trial. Agreement by the tenant to waive any right to a trial by JUry; g. Waiver of right to appeal court decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and h. Tenant chargeable with cost of legal actions regardless of outcome. Agreement by the tenant to pay attorneys' fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be " obligated to pay costs if the tenant loses. 3. Termination of Tenancy. The Participant may not terminate the tenancy or refuse to renew the lease of a tenant of the Project except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; or for other good cause. Any termination, except for termination for non-payment of rent, or refusal to renew must be preceded by not less than 30 days by the Participant's service upon the tenant of a written notice specifying the grounds for the action. 5 4. Tenant Selection. Participant shall not refuse to rent a unit in the Project to a holder of a Rental Voucher or a Rental Certificate or comparable document evidencing participation in the Section 8 Program or other tenant-based assistance program. Participant must adopt written tenant selection policies that: a. Are consistent with the purpose of providing housing for HOME Eligible Households; b. Are reasonably related to HOME Program eligibility and the applicants' ability to perform the obligations of the lease; c. Give reasonable consideration to the housing needs of families that would have a federal preference under Section 960.211 of Title II of the Cranston-Gonzalez National Affordable Housing Act of 1992; and d. Provide for: 1. The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and 2. The prompt written notification to any rejected applicant of the grounds for any rejection. 5. Tenant Certification. Participant shall require every tenant of the Property to certify that he or she will not participate in illegal or gang related activities. E. Compliance with Use and Occupancy Laws. Participant agrees that for each lease, the Participant shall comply with all applicable state and local laws, statutes, ordinances, rules and regulations, which in any way restrict the use and occupancy and resale ofthe Property. F. Nondiscrimination. All Units shall be available for occupancy on a continual basis to members of the general public who are income eligible in accordance with Article II. hereof. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any unit nor shall the Participant establish or permit any such practice or practices of discrimination or segregation with reference to the election, location, subtenants, or vendees of any unit or in connection with the employment of persons for the operation and management of the Property. All deeds, rental agreements, leases or contracts made or entered into by the Participant as to the Affordable Units or the Property or portion thereof, shall contain covenants concerning discrimination as prescribed by the Loan Agreement. Nothing in this Section II. F., is intended to require the Participant change the character, design, use or operation of the Project form, or to require the Participant to obtain licenses or permits other than those required for, a rental housing development for persons capable of independent living. 6 III. OPERATION AND MANAGEMENT OF THE PROJECT A. Compliance with Loan Agreement. The Participant shall comply with all the tenns and provisions of the Loan Agreement between the parties. B. Taxes and Assessments. The Participant shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that the Participant shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Participant exercises its right to contest any tax, assessment, or charge against it, Participant, on final detennination of the proceeding or contest, shall immediately payor discharge any decision or judgment rendered against it, together with all costs, charges and interest. C. Operation and Management. Participant shall manage the maintenance and operation of the Property, or shall contract with a property management company of well established character and reputation reasonably acceptable to the Agency for the maintenance and operation of the Property, and such approval by the Agency shall not be unreasonably withheld, conditional or delayed. In the event the Participant desires to designate a replacement property manager, Participant shall also give written notice thereof to the Agency and such approval by the Agency shall not be unreasonably withheld, conditioned or denied. The Participant shall remain liable for the management, maintenance and operation of the Property in accordance with the requirements herein. D. Management Plan and Security. Participant shall prepare and submit a Management Plan for the Property which will address issues of tenant responsibilities, owner responsibilities, property maintenance and security concerns therein. Such Management Plan shall be submitted and filed with the Agency. If more infonnation is required, then Participant agrees to provide such infonnation. Participant agrees to submit a Status Report to the Agency on the first day of each quarter of each year for the tenn of this Regulatory Agreement. Such Status Report shall be completed in the fonn which is attached hereto as Exhibit B. E. Record Keeping. Throughout the fifteen (15) years of the Tenn, Participant shall c&:nply with all applicable record keeping and monitoring requirements set forth in Section 92.508 of the HOME Regulations and as they may be amended and shall annually complete and submit to Agency a Certification of Continuing Program compliance in the fonn attached as Exhibit C and provided to Participant by Agency. Participant shall keep all records and documents pertaining to the Project for five (5) years after the expiration of the Regulatory Agreement. 7 Representatives of the Agency shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the Affordable Units, and to conduct an independent audit of such records. The Participant agrees to cooperate with the Agency in making the Property available for such inspection. If for any reason the Agency is unable to obtain the Participant's consent to such an inspection, the Participant understands and agrees that the Agency may obtain at Participant's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. Participant agrees to maintain records in a business- like manner and make such records available to the Agency upon twenty-four (24) hours notice. Unless the Agency otherwise approves, such records shall be maintained throughout the Term. IV. OBLIGATION TO MAINTAIN, REPAIR AND REBUILD A. Maintenance bv Participant. The Participant shall, at its sole cost and expense, and as funds are available, maintain and repair the Property keeping the same in good condition and making all repairs as they may be required by this Agreement and by all applicable Municipal Code and Uniform Code provisions. B. Maintenance and Replacement. The Participant shall, maintaip the Property in good repair and working order, and in a safe, decent and sanitary condition, including the walkways, driveways and landscaping, and from time to time make all necessary and proper repairs, renewals and replacements in order to keep the Property in a safe, decent and sanitary condition. Participant shall manage and maintain the Project in accordance with all applicable housing quality standards and local code requirements, concerning marketing, operation, maintenance, repair, security, rental policy and method of selection of tenants. C. Rental Housing Program. Participant shall participate and be certified in the City of San Bernardino Crime Free Rental Housing Program, and Participant shall provide the Agency upon its request, suitable evidence that the Participant, and its management and operations employees or agents responsible for the Property, have participated and are certified in such program. D. Interior Maintenance. Participant shall maintain the interior of buildings, including carpet, drapes and paint, in clean and habitable condition. E. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. All graffiti and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed within seventy-two (72) hours of their creation or within seventy-two (72) hours after notice to Participant. F. Landscaping. All front set back areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by the Agency and shall be maintained in good condition in accordance with the minimum standards established from time to time by the Agency. 8 G. Damage and Destruction Affecting Lots- Participant's Duty to Rebuild. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Participant to rebuild, repair or construct said portion of the Property and/or the improvements in a timely manner which will restore it to San Bernardino Municipal or Building Code compliance condition as approved by the Agency. In furtherance of the requirements of this Section IV. B., Participant shall keep the improvements on the Property insured by carriers at all times satisfactory to Agency against loss by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage of the improvements. In the event of loss, Participant shall give prompt notice to the insurance carrier and the Agency. H. Time Limitation. Upon damage to the Property or the improvements thereon, the Participant shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after the damage occurs, or if appropriate to demolish and vacate the Property within two (2) months, unless prevented by causes beyond its reasonable control. I. Commercial Liability Insurance and Damage and Destruction Affecting Property- Participant's Duty to Rebuild. Participant shall obtain and keep in full force and effect during the Term a policy of commercial liability insurance which names the Agency, its officers and employees, as additional insured, covering personal injury and damage to property by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage of the improvements arising out of the Participants operation of the Project under this Agreement with minimum limits of liability for personal injury of $1 ,000,000 for each occurrence and $2,000,000 aggregate and such insurance policy shall be issued by a California admitted insurance company who bears an insurance rating of not less than "A(iv)" in Best's Insurance Guide, current edition. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Participant to rebuild, repair or construct said portion of the Property and/or the improvements in a timely manner which will restore it to San Bernardino Municipal or Uniform Building Code compliance condition as approved by the Agency. Participant shall provide the Agency with evidence of such coverage of insurance annually in form reasonably satisfactory to the Agency. V. MISCELLANEOUS PROJECT REQUIREMENTS A. Equal Opportunity. As set forth in section 92.350 of the HOME Regulations, no person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with HOME funds. B. Affirmative Marketing. As required by Section 92.351 of the HOME Regulations, Participant must adopt affirnlative marketing procedures and requirements. These must include: 1. Methods for informing the public; 9 2. Requirements and practices that Participant must adhere to in order to carry out the City of San Bernardino's affirmative marketing procedures and requirements; 3. Procedures used by Participant to inform and solicit applications from persons in the housing market area who are not likely to apply without special outreach; 4. Records that will be kept for a period of five (5) years after the expiration of the affordability period describing actions taken by Participant to affirmatively market units and records to assess the results of these actions; and 5. A description of how the Participant will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. C. Displacement. Relocation and Acquisition. The Participant must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of this Project assisted with HOME funds. D. Lead-Based Paint. It is understood that the Project is subject to 24 CFR, Part 35. This requirement shall be met as required by that section and any cost of rehabilitation on the Property shall be disclosed to the Agency as such should testing and abatement be undertaken. E. Conflict of Interest. Participant will hereby comply with all requirements set forth regarding conflict of interest provisions as they apply in Section 92.356 of the HOME Regulations. F. Debarment and Suspension. As required in Section 92.357 of the HOME Regulations, Participant will comply with all debarment and suspension certifications. G. Flood Insurance. Under the Flood Disaster Protection Act of 1973, HOME funds may not be used with respect to the acquisition or rehabilitation of a project located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, unless: 1. The community in which the area is situated is participating in the National Flood Insurance Program, or less than a year has passed since FEMA notification regarding such hazards; and 2. Flood insurance is obtained as a condition of approval of the commitment. VII. ENFORCEMENT AND REMEDIES A. Remedies. In the event of default or breach of any of the terms or conditions of this Agreement by Participant, its heirs, executors, administrators or assigns, Agency may pursue the remedy thereof by any and all means of enforcement, both in equity and at law, as provided by 10 the laws of the State of California, including, but not limited to, injunctive relief and/or specific performance. B. Rights of the Agency. The Agency has the right to enforce all of the provisions of this Agreement. This Agreement does not in any way infringe on the right or duties of the Agency to enforce any of the provisions of the Municipal Code including, but not limited to, the abatement of dangerous buildings. In addition to the general rights of enforcement, the Agency shall have the right, through its agents and employees, to enter upon any part of the Property for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations ofthe City, and for maintenance and/or repair of any or all publicly owned utilities. C. Nuisance. The result of every act or omission whereby any of the covenants contained in this Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every result and may be exercised by any owner or its successors in interest, without derogation of the Agency's rights under law. D. Right of Entry. The Agency has the right of entry at reasonable hours and upon and after reasonable attempts to contact Participant or Operator, to effect emergency repairs or maintenance which the Participant or Owner has failed to perform. Subsequent to sixty (60) days written notice to the Participant or owner specifically outlining the non-compliance the Agency shall have the right of entry at reasonable hours to enforce compliance with this Agreement which the Participant or Operator has failed to perform. E. Costs of Repair. The costs borne by the Agency of any such repairs or maintenance emergency and/or non-emergency, shall become a charge for which Participant shall be responsible; and may, if unpaid, be assessed as a lien against the Property. F. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. G. Failure to Enforce. The failure to enforce any of the covenants contained in this Agreement shall not constitute a waiver ofthe right to enforce the same thereafter. VIII. HOLD HARMLESS , Participant agrees to defend and to hold Agency, and its officer, agents, employees, representatives, elected and appointed boards and officials harmless from liability for damage or claims for any type of damage including, but not limited to, personal injury and claims for property damage, which may arise from the activities of Participant or those of Participant's contractors, subcontractors, agents, employees or other persons acting on Participant's behalf and which relate to the Project. Participant agrees to and shall defend Agency, and its officers, agents, employees, representatives, elected and appointed boards and officials from any action for damages caused or alleged to have been caused by reason of Participant's activities in cOImection with the Project. 11 IX. ASSIGNMENT OF AGREEMENT This Agreement shall be binding upon Participant, its executors, administrators and assigns and all persons claiming under or through Participant. Wherever this Agreement employs the term "Participant", it shall be deemed to include Participant, its executors, administrators and assigns and all persons claiming under or through Participant. Participant shall not voluntarily assign any of its rights or obligations under this Agreement without the prior written consent of the Agency and any purported assignment made without said consent shall be null and void for all purposes. X. RECORDATION Participant agrees that this Agreement and any amendment or cancellation hereof shall be recorded in the official records of San Bernardino County by Participant within ten (l0) days after the effective date of this Agreement and within ten (l0) days after any amendment or cancellation hereof. Participant agrees to provide Agency with two copies of the recorded Agreement within five (5) days of the recording date. XL NOTICE Written notice, demands and communications between Agency and Participant shall be deemed sufficient if dispatched by first class mail, postage prepaid, to the principal offices of the Agency and Participant, the addresses of which are hereinafter set forth. Such written notices, demands and communications may be sent in the manner prescribed to each other's addresses as either party may, from time to time, designate by mail, or the same may be deliver in person to representatives of either party upon such premises. Said addresses are as follows: If to Agency: Redevelopment Agency 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director If to Participant: Executive Director Neighborhood Housing Services 1390 North "D" Street San Bernardino, California 92405 Notices herein shall be deemed given as of the date of personal service or three (3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service. XII. WAIVER Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by other party or the failure by the party to exercise its rights under or upon a default 12 by the other party herein shall not constitute a waiver or such party's right to demand strict compliance from such other party in the future. XIII. SEVERABILITY If anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provisions shall be deemed severable from the remaining provisions contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein. XIV. CAPTION AND PRONOUNS The captions and headings of the various sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable. XV. ATTORNEYS' FEES In any action to interpret or enforce any provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys' fees. For the purposes hereof, "reasonable attorneys' fees" means and includes the salaries and benefits of lawyers employed by the Office of City Attorney of the City of San Bernardino who provide legal services to the Agency in connection with any such enforcement proceedings. XVI. MODIFICATION OF AGREEMENT This Agreement may be modified or amended by mutual consent of all of the parties, provided that all amendments are in writing. XVII. SOLE AND ONLY AGREEMENT This Agreement, including the documents referenced herein, contains the sole and entire agreement and understanding ofthe parties with respect to the subject matter hereof. ~ No representations, oral or otherwise, express or implied, other than those contained herein, have been made by the parties. IIII IIII IIII 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. ~ .'.1 By:' I't.,t-k.... +h-d y- Title:.f':x.(( ,'hit Nt,'n/.< By: PAR TICIP ANT Neighborhood Housing Services Of the Inland Empire, Inc. a California non-profit Corporation By: Title: APPROVED AS TO FORM: 1_) 4 ~ ,j I ,"~~'..-.~ " \ __ f; - ~:J.r\ Agency Counsel P:lformslHousing FormslHOME FormslNHS Regulatory Agrccmcnt.doc 14 EXHIBIT "A" Legal Description of the Parcels PARCEL I 1441-1443 Mountain View Avenue APN 0146-163-43000 The North 49.6 feet of the South 297.60 feet of the West 181.5 feet of Lot 3, Block 33, Rancho San Bernardino, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 7, page(s) 2, of Maps, in the office of the County Recorder of said County. PARCEL II 1495 Mountain View Avenue & 195-197 Magnolia Avenue APN 0146-163-02000 Lot 3 of Tract No. 1957, Kimmel's Magnolia Tract, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 28, page(s) 55, of Maps, in the office of the County Recorder of said County. Except the East 5.00 feet thereof. PARCEL III 1501-1503 Pershing APN 0146-132-18000 Lot 11, Tract No. 1785, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 26, of Maps, Page 19, in the office of the County Recorder of said County. P:\Fomls\Housing Forms\HOME Forms\Neighborhood Hsg\NHS CHDO Loan Agreement.doe - . .. . ..-.... -.., - -'... .. . - .. '. . .. . '. .-..;. File No.: 6026978 EXHIBIT "A" The North 49.6 feet of the South 297.60 feet of the West 181.15 feet Of lot 3, Block 33, Rancho San Bernardino, in the City of SAN BE:RNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 7, page(s) 2, of Maps, in the office of the County Recorder of said County. Page :3 of 6 . . r.'" , File No.: 6011390 EXHIBIT "A" Lot 3 at Tract No. 1957, Kimmel's Magnolia Tract, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per map recorded in Book 28, page(s) 55, of Maps, in the office of the County Recorder of said County. Exce~t the East 5.00 teet thereof. , .,. ClTA PrelimInary Report Form (Rev 1/1/95) TQ20001CA (2/99) Page 3 of 6 . . filII No.: 6027861. I I. EXHIBIT "A" I I I I 1.ot 10, Block "B" of Ede'en Tract, in the City of SAN BERNARDINO, County of I SAN BERNARDINO, State of California, as per map recorded in Book 5, page(s) I 3S of Maps, in the office of the County Recorder of said County. I I- I- I I I. I I I- I I I I. I I i I I I : Page 3 of 6 EXHIBIT B STATUS REPORT . .' EXHIBIT "B" QUARTERLY STATUS REPORT Property Bedroom/Bathroom HOUSEHOLD Unit Occuoied Address/Unit Size Size Ethnicity Income Rent Yes No Number Total Number of Units occupied: Vacant: Total Number of low income unit(s) designated: Number of low income units occupied: Vacant: Replacement units designated for the Quarter: The above information is full, true and complete to the best of my knowledge. Date: Signature: NHS Representative ", EXHIBIT "B 1" Market Rate Covenants, Conditions and Restrictions P:IFormslHousing FormslHOME FormslNcighborhood HsgINHS CHDO Loan Agreement.doc RECORDING REQUESTED BY And when Recorded mail to: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 9240 I Attention: Executive Director Recordation of this Instrument is Exempt from all Fees and Taxes NEIGHBORHOOD HOUSING SERVICE (NHS) REGULATORY AGREEMENT, PROPERTY USE AND COVENANT ["MARKET RENT PARCEL NO.4"] THIS REGULATORY AGREEMENT ("AGREEMENT") is cntercd into this 1st day of October 2001, by and bctwccn thc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body (hcrcinafter known as "Agcncy"), and Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (hereinafter known as '"Participant") and is entered into in light ofthc facts set forth in the following Recitals: RECIT ALS WHEREAS, Participant has acquired from the Agency concurrently with the recordation of this Agreement that certain real property located within the City and described as: 1379 Arrowhead Avenue, San Bernardino, California, a legal description of which is attached as Exhibit "A" hereto (the "Property"); and WHEREAS, Participant desires to rehabilitate four (4) rental dwelling units (herein "Affordable Units") on the Property and thereafter reserve such rehabilitated rental dwelling units for use and occupancy by "Qualified Households" at '"Affordable Rents", as these terms are defined below and defined at Health and Safety Code Section 50683 by "Qualified Households", as this term is defined herein. Participant shall promptly commence the work necessary to rehabilitate the Affordable Units for occupancy by Qualified Households as safe, decent apd sa;J.itary rental dwelling units utilizing funds of the Participant. . WHEREAS, the Agency has agreed to transfer title in the Property to the Participant in accordance with the covenants and conditions set forth in that certain Loan Agreement dated as of October 1, 2001, by and between the Agency and the Participant on the condition that the Property be improved, maintained and operated in accordance with housing affordability, operation, and maintenance covenants, set forth in this Agreement. 5B2001 :30295.2 1 WHEREAS, a purpose of this Agreement is to ensure that for the ternl of fifteen (15) years Affordable Units which are acquired and rehabilitated by the Participant pursuant to the requirements hereunder shall be available to Qualified Households whose annual income, adjusted for family/household size does not exceed 115% of area median income and the Affordable Units are to be maintained as Affordable Units in accordance with the provisions of this Regulatory Agreement. I. DEFINITIONS. A. "Affordable Rent" shall mean the maximum rent payable by a Qualified Household adjusted for family size as established by Health and Safety Code Section 50683. B. "Affordable Units" shall mean the four (4) rental dwelling units on the Property required to be available to, occupied by, or held vacant for occupancy only to Qualified Households and rented at an Affordable Rent, as set forth in this Agreement. C. "Agreement" shall mean this Regulatory Agreement. D. "Agency" shall mcan the Redevelopmcnt Agency, City of San Bernardino, a public body, corporate and politic. E. "Participant" shall mean thc Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation. F. "Parties" shall mean the Agency and the Participant. G. "Project" shall mean the acquisition, rehabilitation and subsequent operation and management of the four (4) rental dwelling units located at the Property site, described in Exhibit "A" attached hereto and by this reference incorporated herein. H. "Property" shall mean the real property located in San Bernardino, California, as more particularly described in the Project site description attached hereto as Exhibit "A" and incorporated herein by reference, together with the buildings, fixtures and other improvements located thereon. I. "Qualified Households" shall mean households whose annual income does not exceed 115% of area median income, adjusted for family size, as the term "area median income" is defined in the last sentence of Health and Safety Code Section 50079.5. J. "Term" shall mean the period commencing on the date of recordation of this Agreement and ending on the date which is fifteen (15) years following the date of recordation of this Agreement. S82001 :30295.2 2 II. LAND USE REGULATIONS A. Pennitted Uses. The Property shall be used only for private multi-family rental dwelling purposes and related amenity uses, but for no other purposes. Throughout the Tenn, the Participant covenants and agrees to make available, restrict occupancy to, and rent each of the dwelling units on the Property as Affordable Units at an Affordable Rent. None of the dwelling units on the Property shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, donnitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. The Participant shall not convert the Property to condominium ownership which approval the Agency may grant, withhold or deny in its sole and absolute discretion. B. Affordable Units. The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that throughout the Tenn, the Participant, such successors and assigns, shall use, maintain and operate the Property as specified in this Agreement. During the Tenn, all uses undertaken by the Participant pursuant to this Agreement shall also conforn1 to all applicable provisions of San Bernardino Municipal Code. 1. Throughout the Tenn, the Participant shall reserve each of the Affordable Units for use and/or occupancy by Qualified Households. 2. Prior to renting/leasing any Affordable Unit, Participant shall verify the income eligibility of the proposed tenant applicant by obtaining verification of all household sources of income in order to assure compliance with the rent and occupancy restrictions and monitoring requirements of this Agreement. The Participant shall, upon request by the Agency, obtain such income verification from prospective tenants/applicants for rent of any Affordable Unit on household income and eligibility fonns provided by the Agency. C. Detennination of Affordable Rent. All Affordable Units shall be rented at Affordable Rent in accordance with this Section C. An Affordable Unit shall qualify as an Affordable Unit despite a temporary non-compliance by the Qualifying Household occupying such Affordable Unit with Section II. 8., if the non-compliance is caused by an increase in the household income of the existing tenant and if actions satisfactory to the Agency are being taken by the Participant to ensure that all vacancies of the remaining Affordable Units in the Project occurring after the time of such non-compliance the Affordable Units are filled by Qualified Households until the non-compliance is corrected. In addition, Tenants who no longer qualify as families whose household income does not exceed 115% of area median income shall pay as rent not less than 30 percent of such family's adjusted monthly income, as recertified annually. D. Tenant Protections. 1. Rental Agreement/Lease. The Participant shall execute or cause to be executed a written rental agreement/lease in a fonn with each tenant household identifying by name all pennitted occupants, both adults and minors, occupying each Affordable Unit. The rental S82001 :30295.2 3 agreement/lease between tenants occupying the Affordable Units and Participant must be for not less than one year, unless by mutual agreement between the tenant and the Participant. 2. Prohibited Rental Agreement/Lease Terms. The rental agreement/lease may not contain any of the folIowing provisions: a. Agreement to be sued. Agreement by the tenant to be sued, to admit guilty, or to a judgment in favor of the Participant in a lawsuit brought in connection with the lease; b. Treatment of property. Agreement by tenant that the Participant may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant conceming disposition of personal property remaining in the unit after the tenant has moved out of the unit. The Participant may dispose of this personal property in accordance with state law; c. Excusing Participant from responsibility. Agreement by the tenant not to hold Participant or Participant's agents legally responsible for any action or failure to act, whether intentional or negligent; d. Waiver of notice. Agreement of the tenant that the Participant may institute a lawsuit without notice to the tenant; e. Waiver of legal proceedings. Agreement by the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; f. Waiver of a iury trial. Agreement by the tenant to waive any right to a trial by JUry; g. Waiver of right to appeal court decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise chalIenge in court, a court decision in connection with the lease; and h. Tenant chargeable with cost of legal actions regardless of outcome. Agreement by the tenant to pay attomeys' fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 3. Termination of Tenancy. The Participant may not terminate the tenancy or refuse to renew the lease of a tenant of the Project except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; or for other good cause. Any termination, except for termination for non-payment of rent, or refusal to renew must be preceded by not less than 30 days by the Participant's service upon the tenant of a written notice specifying the grounds for the action. SB2001 :30295.2 4 4. Tenant Selection. Participant shall not refuse to rent a unit in the Project to a holder of a Rental Voucher or a Rental Certificate or comparable document evidencing participation in the Section 8 Program or other tenant-based assistance program. Participant must adopt written tenant selection policies that: a. Are consistent with the purpose of providing housing for Qualified Households; b. Are reasonably related to the applicants' ability to perfom1 the obligations of the lease; c. Provide for: 1. The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and 2. The prompt written notification to any rejected applicant of the grounds for any rejection. 5. Tenant Certification. Participant shall require every tenant of the Property to certify that he or she will not participate in illegal or gang related activities. E. Compliance with Use and Occupancy Laws. Participant agrees that for each lease, the Participant shall comply with all applicable state and local laws, statutes, ordinances, rules and regulations, which in any way restrict the use and occupancy and resale of the Property. F. Nondiscrimination. All Units shall be available for occupancy on a continual basis to members of the general public who are income eligible in accordance with Article II. hereof. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any unit nor shall the Participant establish or permit any such practice or practices of discrimination or segregation with reference to the election, location, subtenants, or vendees of any unit or in connection with the employment of persons for the operation and management of the Property. All deeds, rental agreements, leases or contracts made or entered into by the Participant as to the Affordable Units or the Property or portion thereof, shall contain covenants concerning discrimination as prescribed by the Loan Agreement. Nothing in this Section II. F., is intended to require the Participant change the character, design, use or operation of the Project form, or to require the Participant to obtain licenses or permits other than those required for, a rental housing development for persons capable of independent living. SB2oo1 :30295.2 5 III. OPERA nON AND MANAGEMENT OF THE PROJECT A. Compliance with Loan Agreement. The Participant shall comply with all the terms and provisions of the Loan Agreement dated as of October 1, 2001, by and between the Participant and the Agency, in so far as the Loan Agreement contains covenants of the Participant in favor of the Agency regarding the completion of certain work of rehabilitation and improvement of the Property within one hundred and eighty (180) days following the recordation of this Agreement. B. Taxes and Assessments. The Participant shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that the Participant shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Participant exercises its right to contest any tax, assessment, or charge against it, Participant, on final deternlination of the proceeding or contest, shall immediately payor discharge any decision or judgment rendered against it, together with all costs, charges and interest. C. Operation and Management. Participant shall manage the maintenance and operation of the Property, or shall contract with a property management company of well established character and reputation reasonably acceptable to the Agency for the maintenance and operation of the Property, and such approval by the Agency shall not be unreasonably withheld, conditional or delayed. In the event the Participant desires to designate a replacement property manager, Participant shall also give written notice thereof to the Agency and such approval by the Agency shall not be unreasonably withheld, conditioned or denied. The Participant shall remain liable for the management, maintenance and operation of the Property in accordance with the requirements herein. D. Management Plan and Security. Participant shall prepare and submit a Management Plan for the Property which will address issues of tenant responsibilities, owner responsibilities, property maintenance and security concerns therein. Such Management Plan shall be submitted and filed with the Agency. If more information is required, then Participant agrees to provide such information. Participant agrees to submit a Status Report to the Agency on the first day of each quarter of each year for the term of this Regulatory Agreement. Such Status Report shall be completed in the form which is attached hereto as Exhibit "B". E. Record Keeping. Throughout the Term, Participant shall comply with all applicable record keeping and monitoring requirements set forth in Section 92.508 of the HOME Regulations and as they may be amended and shall annually complete and submit to Agency a Certification of Continuing Program compliance in the form attached as Exhibit "C" and provided to Participant by Agency. Participant shall keep all records and documents pertaining to the Project for five (5) years after the expiration of the Regulatory Agreement. The Agency acknowledges and agrees that notwithstanding provisions of Section 92.508 of the HOME Program Regulations to the contrary, persons whose annual income is not more than 115% of area median income shall be deemed "Qualified Households" under this Agreement. SB2001 :30295.2 6 Representatives of the Agency shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the Affordable Units, and to conduct an independent audit of such records. The Participant agrees to cooperate with the Agency in making the Property available for such inspection. If for any reason the Agency is unable to obtain the Participant's consent to such an inspection, the Participant understands and agrees that the Agency may obtain at Participant's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. Participant agrees to maintain records in a business- like manner and make such records available to the Agency upon twenty-four (24) hours notice. Unless the Agency otherwise approves, such records shall be maintained throughout the Term. F. Change in Use of the Property and the Proiect. (a) The Participant may request the Agency to terminate this Agreement prior to the end of the Tern1 as set forth in this Section III. F., and provided the Agency has given its written concurrence to such termination, as provided herein, the Agency shall execute a notice of tern1ination of this Agreement in recordable form. (b) The Participant may give notice to the Agency of its intention to tenninate this Agreement which sets forth the method of consultations conducted by the Participant with affected citizens. (c) Upon payment to the Agency of the sum of money in cash to the Agency of $145,000, which the Participant and the Agency presently believe as of the date of recordation of this Agreement, to be the fair market value of the Property in its "as is", "where is" condition without any work of rehabilitation or improvement thereon having been performed by the Participant. IV. OBLIGATION TO MAINTAIN, REPAIR AND REBUILD A. Maintenance by Participant. The Participant shall, at its sole cost and expense, maintain and repair the Property keeping the same in good condition and making all repairs as they may be required by this Agreement and by all applicable Municipal Code and Uniform Building Code provisions. B. Maintenance and Replacement. The Participant shall maintain the Property in good re~'air and working order, and in a safe, decent and sanitary condition, including the walkways, driveways and landscaping, and from time to time make all necessary and proper repairs, renewals and replacements in order to keep the Property in a safe, decent and sanitary condition. Participant shall manage and maintain the Project in accordance with all applicable housing quality standards and local code requirements, concerning marketing, operation, maintenance, repair, security, rental policy and method of selection of tenants. SB200 I :30295.2 7 C. Rental Housing Program. Participant shall participate and be certified in the City of San Bernardino Crime Free Rental Housing Program, and Participant shall provide the Agency upon its request, suitable evidence that the Participant, and its management and operations employees or agents responsible for the Property, have participated and are certified in such program. D. Interior Maintenance. Participant shall maintain the interior of buildings, including carpet, drapes and paint, in clean and habitable condition. E. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. All graffiti and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed within seventy-two (72) hours of their creation or within seventy-two (72) hours after notice to Participant. F. Landscaping. All front set back areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by the Agency and shall be maintained in good condition in accordance with the minimum standards establishcd from timc to time by the Agcncy. G. Commercial Liability Insurance and Damage and Destruction Affecting Pronerty- Participant's Duty to Rebuild. Participant shall obtain and keep in full force and effect during the Term a policy of commercial liability insurance which names the Agency, its officers and employees, as additional insured, covering personal injury and damage to property by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage of the improvements arising out of the Participants operation of the Project under this Agreement with minimum limits of liability for personal injury of $1 ,000,000 for each occurrence and $2,000,000 aggregate and such insurance policy shall be issued by a California admitted insurance company who bears an insurance rating of not less than "A(iv)" in Best's Insurance Guide, current edition. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Participant to rebuild, repair or construct said portion of the Property and/or the improvements in a timely manner which will restore it to San Bernardino Municipal or Uniform Building Code compliance condition as approved by the Agency. Participant shall provide the Agency with evidence of such coverage of insurance annually in form reasonably satisfactory to the Agency. H. Time Limitation. Upon damage to the Property or the improvements thereon, the Participant shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after the damage occurs, or if appropriate to demolish and vacate the Property within two (2) months, unless prevented by causes beyond its reasonable control. S82001 :30295.2 8 v. MISCELLANEOUS PROJECT REQUIREMENTS A. Equal Opportunity. As set forth in section 92.350 of the HOME Regulations, no person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with HOME funds. B. Affirmative Marketing. As required by Section 92.351 of the HOME Regulations, Participant must adopt affirmative marketing procedures and requirements. These must include: 1. Methods for informing the public; 2. Requirements and practices that Participant must adhere to in order to carry out the City of San Bernardino's affirmative marketing procedures and requirements; 3. Procedures used by Participant to infornl and solicit applications from persons in the housing market area who are not likely to apply without special outreach; 4. Records that will be kept for a period of five (5) years after the expiration of the affordability period describing actions taken by Participant to affirnlatively market units and records to assess the results of these actions; and 5. A description of how the Participant will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. C. Displacement, Relocation and Acquisition. The Participant must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of this Project assisted with HOME funds. D. Lead-Based Paint. It is understood that the Project is subject to 24 CFR, Part 35. This requirement shall be met as required by that section and any cost of rehabilitation on the Property shall be disclosed to the Agency as such should testing and abatement be undertaken. E. Conflict of Interest. Participant will hereby comply with all requirements set forth regarding conflict of interest provisions as they apply in Section 92.356 of the HOME Regulations. F. Debarment and Suspension. As required in Section 92.357 of the HOME Regulations, Participant will comply with all debarment and suspension certifications. G. Flood Insurance. Under the Flood Disaster Protection Act of 1973, HOME funds may not be used with respect to the acquisition or rehabilitation of a project located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, unless: 5B2001 :30295.2 9 1. The community in which the area is situated is participating in the National Flood Insurance Program, or less than a year has passed since FEMA notification regarding such hazards; and 2. Flood insurance is obtained as a condition of approval of the commitment. VII. ENFORCEMENT AND REMEDIES A. Remedies. In the event of default or breach of any of the terms or conditions of this Agreement by Participant or its successors or assigns the Agency may give a thirty (30) day written notice of breach, and of such breach is not cured or corrected within such period of time (or additional period of time given by the Agency) then the Agency may thereafter initiate legal proceedings and may pursue any available remedy at law or in equity as provided by the laws of the State of California, including, but not limited to, injunctive relief and/or specific performance. B. Rights of the Agency. The Agency has the right to enforce all of the provisions of this Agreement. This Agreement does not in any way infringe or limit the power or duty of the City of San Bernardino to enforce any of the provisions of the Municipal Code or other applicable law against the Property, the Project or the Participant, including, but not limited to, the abatement of dangerous buildings. In addition to the general rights of enforcement, the Agency shall have the right, through its agents and employees, to enter upon any part of the Property for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of the City, and for maintenance and/or repair of any or all publicly owned utilities. C. Nuisance. The result of every act or omission whereby any of the covenants contained in this Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every result and may be exercised by any owner or its successors in interest, without derogation of the Agency's rights under law. D. Right of Entry. The Agency has the right of entry at reasonable hours and upon and after reasonable attempts to contact Participant or Operator, to effect emergency repairs or maintenance which the Participant or Owner has failed to perform. Subsequent to sixty (60) days written notice to the Participant or owner specifically outlining the non-compliance the Agency shall have the right of entry at reasonable hours to enforce compliance with this Agreement which the Participant or Operator has failed to perform. E. Costs of Repair. The costs borne by the Agency of any such repairs or maintenance emergency and/or non-emergency, shall become a charge for which Participant shall be responsible; and may, if unpaid, be assessed as a lien against the Property. F. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. S132001 :30295.2 10 G. Failure to Enforce. The failure to enforce any of the covenants contained in this Agreement shall not constitute a waiver of the right to enforce the same thereafter. VIII. HOLD HARMLESS Participant agrees to defend and to hold Agency, and its officer, agents, employees, representatives, elected and appointed boards and officials harmless from liability for damage or claims for any type of damage including, but not limited to, personal injury and claims for property damage, which may arise from the activities of Participant or those of Participant's contractors, subcontractors, agents, employees or other persons acting on Participant's behalf and which relate to the Project. Participant agrees to and shall defend Agency, and its officers, agents, employees, representatives, elected and appointed boards and officials from any action for damages caused or alleged to have been caused by reason of Participant's activities in connection with the Project. IX. ASSIGNMENT OF AGREEMENT This Agreement shall be binding upon Participant, and its successors and assigns and all persons claiming under or through Participant. Wherever this Agreement employs the tcm1 "Participant", it shall be deem cd to include Participant, its executors, administrators and assigns and all persons claiming under or through Participant. Participant shall not voluntarily assign any of its rights or obligations under this Agreement without the prior written consent of the Agency and any purported assignment made without said consent shall be null and void for all purposes. X. RECORDATION Participant agrees that this Agreement and any amendment or cancellation hereof shall be recorded in the official records of San Bemardino County by Participant within ten (10) days after the effective date of this Agreement and within ten (10) days after any amendment or cancellation hereof. Participant agrees to provide Agency with two copies of the recorded Agreement within five (5) days of the recording date. S82001 :30295.2 II XI. NOTICE Written notice, demands and communications between Agency and Participant shall be deemed sufficient if dispatched by first class mail, postage prepaid, to the principal offices of the Agency and Participant, the addresses of which are hereinafter set forth. Such written notices, demands and communications may be sent in the manner prescribed to each other's addresses as either party may, from time to time, designate by mail, or the same may be deliver in person to representatives of either party upon such premises. Said addresses are as follows: If to Agency: Redevelopment Agency 20 I North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director If to Participant: Executive Director Neighborhood Housing Services 1390 North "0" Street San Bernardino, California 92405 Notices herein shall be deemed given as of the date of personal service or three (3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service. XII. WAIVER Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by other party or the failure by the party to exercise its rights under or upon a default by the other party herein shall not constitute a waiver or such party's right to demand strict compliance from such other party in the future. XIII. SEVERABILITY If anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provisions shall be deemed severable from the remaining provisions contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein. XIV. CAPTION AND PRONOUNS The captions and headings of the various sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable. SB2001 :30295.2 12 XV. ATTORNEYS' FEES In any action to interpret or enforce any provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys' fees. For the purposes hereof, "reasonable attorneys' fees" means and includes the salaries and benefits of lawyers employed by the Office of City Attorney of the City of San Bernardino who provide legal services to the Agency in connection with any such enforcement proceedings. XVI. MODIFICATION OF AGREEMENT This Agreement may be modified or amended by mutual consent of all of the parties, provided that all amendments are in writing. XVII. SOLE AND ONLY AGREEMENT This Agreement, including the documents referenced herein, contains the sole and entire agreement and understanding of the parties with respect to the subject matter hereof. No representations, oral or otherwise, express or implied, other than those contained herein, have been made by the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. PARTICIPANT Neighborhood Housing Services Of the Inland Empire, Inc. a California non-profit Corporation By: Title' AGENCY Redevelopment Agency of the City of San Bard/ : By /; ~ ,~ Eitive Director By: Title: APPROVED AS TO FORM: ~.~Hr~~~ . Agency Counsel P:\Fonns\Housing Forms\HOME Forms\NHS Regulatory Agreement.doc S8200130295.2 13 EXHIBIT "A" Legal Description of the Parcels PARCEL IV 1379 Arrowhead Avenue APN 0146-162-22000 Lot 10, Block "B" of Edelen Tract, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of Cali fomi a, as per map recorded in Book 5, page(s) 35 of Maps, in the office of the County Recorder of said County. P:IFormslHousing FormslHOME FormslNcighborhood HsgINI-IS CHDO Loan Agreement.doc . 4r~. -29 01 tilEDl 10 32 P OC4 -. 20009101600244 EXHIBIT "A" LOT! I, TRACT NO. 1785, TN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, ST ATE OF CALIFORNlA, AS PER MAP RECORDED IN BOOK 26 OF MAPS, PAGE 19, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNfV. ~ Order: -00019068 Description: 2DD1.1en45 Page 2 of .'3 Comment: CHRIS EXHIBIT B STATUS REPORT .. EXHIBIT "B" QUARTERLY STATUS REPORT Property Bedroom/Bathroom HOUSEHOLD Unit Occupied Address/Unit Size Size Ethnicity Income Rent Yes No Number - Total Number of Units occupied: Vacant: Total Number of low income unit(s) designated: Number of low income units occupied: Vacant: Replacement units designated for the Quarter: The above information is full, true and complete to the best of my knowledge. Date: Signature: NHS Representative ,. EXHIBIT C CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE EXHIBIT "C" CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE Date: , 2001 The following information with respect to the eleven (11) units acquisition and rehabilitation (the "Project"), is being provided by Neighborhood Housing Services of the Inland Empire, Inc. (the "Borrower") to the Redevelopment Agency of the City of San Bernardino (the "Agency") pursuant to that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of ,2001 (the "Regulatory Agreement"), with respect to the Project: (A) The total number of residential units which are completed and available for occupancy is . The total number of such units occupied is, (B) The following residential units (identified by unit number) have been designated for occupancy by "Qualified Tenants", as such term is defined in the Regulatory Agreement (for a total of ): (C) The following residential units which are included in (B) above, have been redesignated as units for Qualified Tenants since , 2001, the date on which the last "Certificate of Continuing Program Compliance" was filed with the Issuer by the Borrower: Unit Number/Address Previous Designation of Float Units (if anv) Replacing Float Units Number C-l (D) The following residential units are considered to be occupied by Qualified Tenants based on the information set forth below: Number of Unit Size Date Unit Name of Number of Elhnicity Total Initial Units/Address Became Tenant Persons Adjusted Occupancy Available Residing in Gross Date Unit Income (E) The Borrower has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit "C" to the Regulatory Agreement, from each Tenant named in (0) above, and each such Certification is being maintained by the Borrower in its records with respect to the Project. Attached hereto is the most recent "Certification of Tenant Eligibility" for each Tenant named in (0) above who signed such a Certification since , 2001, the date on which the last "Certificate of Continuing Program Compliance" was filed with the Agency by the Borrower. (F) In renting the residential units in the Project, the Borrower has not given preference to any particular group or class of persons (except for persons who qualify as Qualified Tenants); and none of the units listed in (0) above have been rented for occupancy entirely by students, no one of which is entitled to file a joint return for federal income tax purposes. All of the residential units in the Project have been rented pursuant to a written lease, and the term of each lease is at least months. (G) The information provided in this "Certificate of Continuing Program Compliance" is accurate and complete, and no matters have come to the attention of the Borrower which would indicate that any of the information provided herein, or in any "Certification of Tenant Eligibility" obtained from the Tenants named herein, is inaccurate or incomplete in any respect. C-2 ::u CD < iij" ~ :-! o III .- ~ n 1 '-" I I -0 Z a 3 ~ > roo C'" ;::;: 0 l1l .- ., o r :cO c::Oo:E.... :::J (t) - \N -':> 3:c ::;j ..... ro cO. ::T z-l Qll1l(") 3~ l1l;:? -0 .., .Q CD a z III 3 CI! "Uz -0 :::0 ~o 0 0 l/l. 00 c... :>- m l/l (") -I CD (") l1lz ~o m 0 o. :s: 00 3- "'C l/l r > 0 0 Z ()gr~ "T1 ::0 (") l1l 0 Ql l1l CD :E m ;:+3~0 "0 :J :::0 l1l _ 0 CD ;:1. .., m 5. z "'C co III 0 ;:lJ s: G') -0 3 :::0 l1lQl ;:?x CD CD :-;I .., o. :::0 0- . . m > ...... z oc .., -I 0 :E~:I: 3 > Q);::;.: r :J'< 0 :I: l1l 0 cs: c: :J.o C/) ~:> - Z ;:lJ~ l1l::!: G') ;:?'< .... 0 -I :JG)>l1l 8 a 5 ~ c... 3l/lC:> l/lQl~ l1l -l/l () o 3 ::::"2. " z Dr :> o l1l ~Ul c....lii~r I g c;::;: 5:cn IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Borrower, on , 2001. :," I. NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. By: Executive Director C-4 EXHIBIT "D" Project Description/Scope of Work P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc I ~ ~ " ... .z: ... <~ . . . . - :. cJ '" ..s .: ~ . - ::I ~ .- ~ -= a- :;'E~ g ." ~ ~ o = .. - .. '" .;: z . c. ;;J ~ ... C2 i:: ~ IX o i:: Q ~ tIJ o C. o IX c. 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N5~~ ,g ~;;; ~~~ ::'~gf "'- ~ ~ ~ ~ EXHIBIT "E" Form of Promissory Note P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc Neighborhood Housing Services (NHS) 1390 North "0" Street San Bernardino, California 92405 2001-HOME-CHDO PROMISSORY NOTE PAYABLE TO A PUBLIC AGENCY Borrower: Lender: Neighborhood Housing Services (NHS) Redevelopment Agency of the City of San Bernardino 20 I North "E" Street Suite 30 I San Bernardino, California 92401 Principal Amount: $59,000 Date of Promissory Note: , 2001 For Note secured by Parcel No.2: [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADVANCE I Maturity Date of Promissory Note: ,2016 [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl PROMISE TO PAY. Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation, (hereafter the "Borrower") promises to pay to the Redevelopment Agency of the City of San Bernardino (the "Agency"), or order, in lawful money of the United States of America, the principal amount of Fifty Nine Thousand Dollars ($59,000), or so much as may be outstanding under this Promissory Note. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to the Agency under the terms 2000 HOME Community Housing Development Organization (CHDO) multi-family Loan Agreement dated as of October 1,2001, (the "HOME Loan Agreement") by and among the Borrower and the Agency. A copy of the Loan Agreement is on file with the Agency Secretary as a public record of the Agency. 1 PAYMENT. The outstanding principal balance of this Promissory Note shall be payable on the fifteenth (15th) anniversary following the date of this Promissory Note (the "Maturity Date"), subject to the provisions of the next paragraph: Provided that if the Borrower has timely submitted to the Agency the "tenant eligibility certificates" as required under the HOME Loan Agreement for each annual reporting period and that Borrower is not otherwise in default under the HOME Loan Agreement, the Agency shall credit to the account of the Borrower as a prepayment of this Promissory Note the sum of $3,933.33 [e.g. I!lSth of the original principal balance] as of each anniversary date following the date of this Promissory Note next following the Agency's receipt of such tenant eligibility certi ficates. INTEREST. Provided that no default has occurred, no interest shall occur or be payable to the Agency on this Promissory Note. In the event that a default has occurred and has not been cured and in addition to any other remedy which the Agency may seek, then a default rate of interest shall occur on the then outstanding prepaid balance of this Promissory Note at a rate per annum of ten percent (10%) payable to the Agency, commencing on the date of such default until such default is cured and the default interest amount is paid to the Agency. PREP A YMENT. Borrower may pay without penalty all or prorated portion of the amount owed under this Promissory Note earlier than it is due. SPECIAL EVENT OF ACCELERATION. The outstanding principal balance of this Promissory Note, is subject to acceleration prior to the Maturity Date upon the occurrence of any of the following each of which is referred to as a "special event of acceleration": (a) the Borrower sells or transfers its interest to any person other than a permitted Successor- In-Interest as set forth in the HOME Loan Agreement; (b) the Borrower ceases to utilize the property for its original intent (rental purpose); or (c) the Borrower may refinance the purchase money mortgage loan provided to the Borrower by the First Mortgage Lender of even date herewith without the prior written approval of the Agency. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower breaks any promise Borrower made to the Agency in the HOME Loan Agreement, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Promissory Note or any agreement related to this Promissory Note. 2 (b) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Promissory Note or the ability of Borrower to perform its other obligations under this Promissory Note or the Deed of Trust. (c) Any representation or statement made or furnished to the Agency by Borrower or on Borrower's behalf under the HOME Loan Agreement is false or misleading in any material respcct either now or at the time made or furnished. (d) Any creditor tries to take any of Borrower's property on or in which the Agency has a lien or security interest. (e) A material adverse charge occurs in Borrower's financial condition, or the Agency believes the prospect of performance of the Borrower's obligations under the HOME Loan Agreement is impaired. If any default (other than a default described in (a)or (d), above) is curable, and if Borrower has not been given a notice of a default of the same provision of this Promissory Note within the preceding twelve (12) months, such a default may be cured (and in such event no default will be deemed to have occurred) if Borrower, after receiving written notice from the Agency demanding cure of such default: (i) cures the default within ten (10) days; or (ii) if the cure requires more than ten (10) days, immediately initiates steps which the Agency deems in its sole discretion to be sufficient to cure the default, and thereafter Borrower continues and ASSIGNMENT AND ASSUMPTION OF THIS PROMISSORY NOTE BY A PERMITTED SUCCESSOR-IN-INTEREST APPROVED BY THE HOLDER. The Borrower may assign its obligation to pay the Agency the principal of this Promissory Note to a permitted Successor-In- Interest approved in writing by the Agency, and such approval shall not be unreasonably withheld. The words "Successor-In-Interest" mean a successor at any time prior to the Maturity Date by purchase, assignment, transfer or otherwise. The Successor-In-Interest shall be a successor that satisfy the requirements of the HOME Loan Agreement and the Agency Deed of Trust. RIGHTS OF THE HOLDER. Upon default the Agency may exercise any of its rights provided under the HOME Loan Agreement, as this term is defined herein including without limitation, the declaration by the Holder that the entire unpaid principal balance on this Promissory Note is 3 immediately due, without notice, and then Borrower will pay that amount. The Agency may hire or pay someone else to help collect this Promissory Note if the Borrower does not pay. The Borrower also will pay the Holder that amount. This includes, subject to any limits under applicable law, the Agency's reasonable attorneys' fees and the legal expenses of the Holder whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The Borrower also will pay any court costs, in addition to all other sums provided by law. This Promissory Note has been delivered to the Holder and accepted by the Holder in the State of California. If there is a lawsuit arising under this Promissory Note, the Superior Court of San Bernardino County, the State of California, shall have jurisdiction of such lawsuit. This Promissory Note shall be governed by and construed in accordance with the laws of the State of California. COLLATERAL. The Maker acknowledges this Promissory Note is secured by a deed of trust and assignment of rents of even date herewith. Such Agency Deed of Trust affects the property as generally described as [1495 Mountain View, and 195-197 Magnolia Avenue, APN 0146-163-02000, Parcel 2], San Bernardino, California. The Agency Deed of Trust contains the following due on sale/due on special event of acceleration provision: "THE AGENCY MAY, AT ITS OPTION, DECLARE IMMEDIATELY DUE AND PAYABLE ALL SUMS SECURED BY THIS DEED OF TRUST UPON THE OCCURRENCE OF A SPECIAL EVENT OF ACCELERATION, AS THIS TERM IS DEFINED BELOW. A "special event of acceleration" shall occur when there is a sale, transfer, refinancing of the purchase money mortgage loan of the First Mortgage Lender except as provided in General Provisions, below, or conveyance of any right, title or interest in the Property to any person other than a permitted Successor-In-Interest, who has been approved in writing by the Lender as set forth above in the section entitled "Permitted Successor-In-Interest," whether such sale, refinancing or transfer is legal, beneficial, or equitable, whether voluntary or involuntary, whether by sale, deed, installment sale contract, land contract, lease option contract, or by sale, assignment, or transfer of any beneficial interest in the Property to any land trust." GENERAL PROVISIONS. The Holder may delay or forego enforcing any of its rights or remedies under this Promissory Note without losing them. The Maker and any other person who signs, guarantees or endorses the Promissory Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise expressly stated in writing, no party who signs this Promissory Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that the Holder may renew or extend (repeatedly and for any length of time) this Promissory Note, or release any party, or guarantor or collateral; or impair, fail to realize upon or perfect its security interest in the collateral; and take any other action deemed necessary by the Holder in its sole 4 discretion without the consent of or notice to anyone. All such parties also agree that the Holder may modify this Promissory Note and/or the Loan Agreement in writing without the consent of or notice to anyone other than the party with whom the modification is made. The Holder may assign its interest in this Promissory Note and the Deed of Trust to a third party at any time. The Borrower acknowledges this Promissory Note is secured by a Deed of Trust of even date herewith. The Deed of Trust affects certain real property described in the Loan Agreement. PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS. BORROWER AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF. BORROWER Neighborhood Housing Services of the Inland Empire. Inc., a California non-profit corporation By: Title: By: Title: 5 Neighborhood Housing Services (NHS) 1390 North "D" Street San Bernardino, California 92405 2001-HOME-CHDO PROMISSOR Y NOTE PA Y ABLE TO A PUBLIC AGENCY Borrower: Lender: Neighborhood Housing Services (NHS) Redevelopment Agency of the City of San Bernardino 201 North "E" Street Suite 30 I San Bernardino, California 92401 Principal Amount: $37,500 Date of Promissory Note: 2001 For Note secured by Parcel No.3: [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl Maturity Date of Promissory Note: ,2016 [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl PROMISE TO PAY. Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation, (hereafter the "Borrower") promises to pay to the Redevelopment Agency of the City of San Bernardino (the "Agency"), or order, in lawful money of the United States of America, the principal amount of Thirty Seven Thousand, Five Hundred Dollars ($37,500), or so much as may be outstanding under this Promissory Note. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to the Agency under the terms 2000 HOME Community Housing Development Organization (CHDO) multi-family Loan Agreement dated as of October 1,2001, (the "HOME Loan Agreement") by and among the Borrower and the Agency. A copy of the Loan Agreement is on file with the Agency Secretary as a public record of the Agency. 1 PAYMENT. The outstanding principal balance of this Promissory Note shall be payable on the fi fteenth (15Ih) anniversary following the date of this Promissory Note (the "Maturity Date"), subject to the provisions of the next paragraph: Provided that if the Borrower has timely submitted to the Agency the "tenant eligibility certificates" as required under the HOME Loan Agreement for each annual reporting period and that Borrower is not otherwise in default under the HOME Loan Agreement, the Agency shall credit to the account of the Borrower as a prepayment of this Promissory Note the sum of $2,500 [e.g. l/15th of the original principal balance] as of each anniversary date following the date of this Promissory Note next following the Agency's receipt of such tenant eligibility certi ficates. INTEREST. Provided that no default has occurred, no interest shall occur or be payable to the Agency on this Promissory Note. In the event that a default has occurred and has not been cured and in addition to any other remedy which the Agency may seek, then a default rate of interest shall occur on the then outstanding prepaid balance of this Promissory Note at a rate per annum of ten percent (I O'l/o) payable to the Agency, commencing on the date of such default until such default is cured and the default interest amount is paid to the Agency. PREP A YMENT. Borrower may pay without penalty all or prorated portion of the amount owed under this Promissory Note earlier than it is due. SPECIAL EVENT OF ACCELERATION. The outstanding principal balance of this Promissory Note, is subject to acceleration prior to the Maturity Date upon the occurrence of any of the following each of which is referred to as a "special event of acceleration": (a) the Borrower sells or transfers its interest to any person other than a permitted Successor- In-Interest as set forth in the HOME Loan Agreement; (b) the Borrower ceases to utilize the property for its original intent (rental purpose); or (c) the Borrower may refinance the purchase money mortgage loan provided to the Borrower by the First Mortgage Lender of even date herewith without the prior written approval of the Agency. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower breaks any promise Borrower made to the Agency in the HOME Loan Agreement, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Promissory Note or any agreement related to this Promissory Note. 2 (b) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Promissory Note or the ability of Borrower to perform its other obligations under this Promissory Note or the Deed of Trust. (c) Any representation or statement made or furnished to the Agency by Borrower or on Borrower's behalf under the HOME Loan Agreement is false or misleading in any material respect either now or at the time made or furnished. (d) Any creditor tries to take any of Borrower's property on or in which the Agency has a lien or security interest. (e) A material adverse charge occurs in Borrower's financial condition, or the Agency believes the prospect of perforn1ance of the Borrower's obligations under the HOME Loan Agreement is impaired. If any default (other than a default described in (a)or (d), above) is curable, and if Borrower has not been given a notice of a default of the same provision of this Promissory Note within the preceding twelve (12) months, such a default may be cured (and in such event no default will be deemed to have occurred) if Borrower, after receiving written notice from the Agency demanding cure of such default: (i) cures the default within ten (10) days; or (ii) if the cure requires more than ten (10) days, immediately initiates steps which the Agency deems in its sole discretion to be sufficient to cure the default, and thereafter Borrower continues and ASSIGNMENT AND ASSUMPTION OF THIS PROMISSORY NOTE BY A PERMITTED SUCCESSOR-IN-INTEREST APPROVED BY THE HOLDER. The Borrower may assign its obligation to pay the Agency the principal of this Promissory Note to a permitted Successor-In- Interest approved in writing by the Agency, and such approval shall not be unreasonably withheld. The words "Successor-In-Interest" mean a successor at any time prior to the Maturity Date by purchase, assignment, transfer or otherwise. The Successor-In-Interest shall be a successor that satisfy the requirements of the HOME Loan Agreement and the Agency Deed of Trust. RIGHTS OF THE HOLDER. Upon default the Agency may exercise any of its rights provided under the HOME Loan Agreement, as this term is defined herein including without limitation, the declaration by the Holder that the entire unpaid principal balance on this Promissory Note is immediately due, without notice, and then Borrower will pay that amount. The Agency may hire 3 or pay someone else to help collect this Promissory Note if the Borrower does not pay. The Borrower also will pay the Holder that amount. This includes, subject to any limits under applicable law, the Agency's reasonable attorneys' fees and the legal expenses of the Holder whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The Borrower also will pay any court costs, in addition to all other sums provided by law. This Promissory Note has been delivered to the Holder and accepted by the Holder in the State of California. If there is a lawsuit arising under this Promissory Note, the Superior Court of San Bernardino County, the State of California, shall have jurisdiction of such lawsuit. This Promissory Note shall be governed by and construed in accordance with the laws of the State of California. COLLATERAL. The Maker acknowledges this Promissory Note is secured by a deed of trust and assignment of rents of even date herewith. Such Agency Deed of Trust affects the property as generally described as [1501-1503 Pershing Avenue, APN 0146-132-18000, Parcel 3], San Bernardino, California. The Agency Deed of Trust contains the following due on sale/due on special event of acceleration provision: "THE AGENCY MA Y, AT ITS OPTION, DECLARE IMMEDIATELY DUE AND PAYABLE ALL SUMS SECURED BY THIS DEED OF TRUST UPON THE OCCURRENCE OF A SPECIAL EVENT OF ACCELERA nON, AS THIS TERM IS DEFINED BELOW. A "special event of acceleration" shall occur when there is a sale, transfer, refinancing of the purchase money mortgage loan of the First Mortgage Lender except as provided in General Provisions, below, or conveyance of any right, title or interest in the Property to any person other than a permitted Successor-In-Interest, who has been approved in writing by the Lender as set forth above in the section entitled "Permitted Successor-In-Interest," whether such sale, refinancing or transfer is legal, beneficial, or equitable, whether voluntary or involuntary, whether by sale, deed, installment sale contract, land contract, lease option contract, or by sale, assignment, or transfer of any beneficial interest in the Property to any land trust." GENERAL PROVISIONS. The Holder may delay or forego enforcing any of its rights or remedies under this Promissory Note without losing them. The Maker and any other person who signs, guarantees or endorses the Promissory Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise expressly stated in writing, no party who signs this Promissory Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that the Holder may renew or extend (repeatedly and for any length of time) this Promissory Note, or release any party, or guarantor or collateral; or impair, fail to realize upon or perfect its security interest in the collateral; and take any other action deemed necessary by the Holder in its sole discretion without the consent of or notice to anyone. All such parties also agree that the Holder 4 may modify this Promissory Note and/or the Loan Agreement in writing without the consent of or notice to anyone other than the party with whom the modification is made. The Holder may assign its interest in this Promissory Note and the Deed of Trust to a third party at any time. The Borrower acknowledges this Promissory Note is secured by a Deed of Trust of even date herewith. The Deed of Trust affects certain real property described in the Loan Agreement. PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS. BORROWER AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COpy HEREOF. BORROWER Neighborhood Housing Services of the Inland Empire, Inc., a Califomia non-profit corporation By: ('W~:'~~' i~jfS; Title:! };;..t-!( d"1Y!: Yi- "J-rT"' By: Title: 5 Neighborhood Housing Services (NHS) 1390 North "0" Street San Bernardino, California 92405 2001-HOME-CHDO PROMISSORY NOTE PAY ABLE TO A PUBLIC AGENCY Borrower: Lender: Neighborhood Housing Services (NHS) Redevelopment Agency of the City of San Bernardino 20 I North "E" Street Suite 301 San Bel11ardino, Califol11ia 9240 I Principal Amount: $32,500 For Note secured by Parcel No. I: Date or Promissory Note: ,2001 ITO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl Maturity Date of Promissory Note: ,2016 [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl PROMISE TO PAY. Neighborhood Housing Services of the Inland Empire, Inc., a Califol11ia non-profit corporation, (hereafter the "Borrower") promises to pay to the Redevelopment Agency of the City of San Bernardino (the "Agency"), or order, in lawful money of the United States of America, the principal amount of Thirty Two Thousand Five Hundred Dollars ($32,500), or so much as may be outstanding under this Promissory Note. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to the Agency under the terms 2000 HOME Community Housing Development Organization (CHDO) multi-family Loan Agreement dated as of October I, 200 I, (the "HOME Loan Agreement") by and among the Borrower and the Agency. A copy of the Loan Agreement is on file with the Agency Secretary as a public record of the Agency. PAYMENT. The outstanding principal balance of this Promissory Note shall be payable on the tit1eenth (15th) anniversary following the date of this Promissory Note (the "Maturity Date"), subjcct to the provisions of the next paragraph: Provided that if the Borrower has timely submitted to the Agency the "tenant eligibility certiticates" as required under the HOME Loan Agreement for each annual reporting period and that Borrower is not otherwise in default under the HOME Loan Agreement, the Agency shall credit to the account of the Borrower as a prepayment of this Promissory Note the sum of $2,166.67 [e.g. 1/15th of the original principal balance] as of each anniversary date following the date of this Promissory Notc next following the Agency's receipt of such tenant eligibility certi ticates. INTEREST. Provided that no default has occurred, no interest shall occur or be payable to the Agcncy on this Promissory Note. In the event that a default has occurred and has not been cured and in addition to any other rcmedy which the Agency may seek, then a default rate of interest shall occur on the then outstanding prepaid balance of this Promissory Note at a rate per annum of ten percent (10%) payable to the Agency, commencing on the date of such default until such default is cured and the default interest amount is paid to the Agency. PREP A YMENT. Borrower may pay without penalty all or prorated portion of the amount owed under this Promissory Note earlier than it is due. SPECIAL EVENT OF ACCELERATION. The outstanding principal balance of this Promissory Note, is subject to acceleration prior to the Maturity Date upon the occurrence of any of the following each of which is referredto as a "special event of acceleration": (a) the Borrower sells or transfers its interest to any person other than a permitted Successor- In-Interest as set forth in the HOME Loan Agreement; (b) the Borrower ceases to utilize the property for its original intent (rental purpose); or (c) the Borrower may refinance the purchase money mortgage loan provided to the Borrower by the First Mortgage Lender of even date herewith without the prior written approval of the Agency. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower breaks any promise Borrower made to the Agency in the HOME Loan Agreement, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Promissory Note or any agreement related to this Promissory Note. 2 (b) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Promissory Note or the ability of Borrower to perform its other obligations under this Promissory Note or the Deed of Trust. (c) Any representation or statement made or furnished to the Agency by Borrower or on Borrower's behalf under the HOME Loan Agreement is false or misleading in any material respect either now or at the time made or furnished. (d) Any creditor tries to take any of Borrower's property on or in which the Agency has a lien or security interest. (e) A material adverse charge occurs in Borrower's financial condition, or the Agency believes the prospect of performance of the Borrower's obligations under the HOME Loan Agreement is impaired. [f any default (other than a default described in (a)or (d), above) is curable, and if Borrower has not been given a notice of a default of the same provision of this Promissory Note within the preceding twelve (12) months, such a default may be cured (and in such event no default will be deemed to have occurred) if Borrower, after receiving written notice from the Agency demanding cure 0 f such default: (i) cures the default within ten (10) days; or (ii) if the cure requires more than ten (10) days, immediately initiates steps which the Agency deems in its sole discretion to be sufficient to cure the default, and thereafter Borrower continues and ASSIGNMENT AND ASSUMPTION OF THIS PROMISSORY NOTE BY A PERMITTED SUCCESSOR-IN-INTEREST APPROVED BY THE HOLDER. The Borrower may assign its obligation to pay the Agency the principal of this Promissory Note to a permitted Successor-In- Interest approved in writing by the Agency, and such approval shall not be unreasonably withheld. The words "Successor-In-Interest" mean a successor at any time prior to the Maturity Date by purchase, assignment, transfer or otherwise. The Successor-In-Interest shall be a successor that satisfy the requirements of the HOME Loan Agreement and the Agency Deed of Trust. RIGHTS OF THE HOLDER. Upon default the Agency may exercise any of its rights provided under the HOME Loan Agreement, as this term is defined herein including without limitation, the declaration by the Holder that the entire unpaid principal balance on this Promissory Note is immediately due, without notice, and then Borrower will pay that amount. The Agency may hire 3 or pay someone else to help collect this Promissory Note if the Borrower does not pay. The Borrower also will pay the Holder that amount. This includes, subject to any limits under applicable law, the Agency's reasonable attorneys' fees and the legal expenses of the Holder whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The Borrower also will pay any court costs, in addition to all other sums provided by law. This Promissory Note has been delivered to the Holder and accepted by the Holder in the State of California. If there is a lawsuit arising under this Promissory Note, the Superior Court of San Bernardino County, the State of California, shall have jurisdiction of such lawsuit. This Promissory Note shall be governed by and construed in accordance with the laws of the State of California. COLLATERAL. The Maker acknowledges this Promissory Note is secured by a deed of trust and assignment of rents of even date herewith. Such Agency Deed of Trust affects the property as generally described as [1441-1443 Mountain View Avenue, APN 0146-163-43000, Parcel I], San Bernardino, California. The Agency Deed of Trust contains the following due on sale/due on special event of acceleration provision: "THE AGENCY MAY, AT ITS OPTION, DECLARE IMMEDIATELY DUE AND PAYABLE ALL SUMS SECURED BY THIS DEED OF TRUST UPON THE OCCURRENCE OF A SPECIAL EVENT OF ACCELERATION, AS THIS TERM IS DEFINED BELOW. A "special event of acceleration" shall occur when there is a sale, transfer, refinancing of the purchase money mortgage loan of the First Mortgage Lender except as provided in General Provisions, below, or conveyance of any right, title or interest in the Property to any person other than a permitted Successor-In-Interest, who has been approved in writing by the Lender as set forth above in the section entitled "Permitted Successor-In-Interest," whether such sale, refinancing or transfer is legal, beneficial, or equitable, whether voluntary or involuntary, whether by sale, deed, installment sale contract, land contract, lease option contract, or by sale, assignment, or transfer of any beneficial interest in the Property to any land trust." GENERAL PROVISIONS. The Holder may delay or forego enforcing any of its rights or remedies under this Promissory Note without losing them. The Maker and any other person who signs, guarantees or endorses the Promissory Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise expressly stated in writing, no party who signs this Promissory Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that the Holder may renew or extend (repeatedly and for any length of time) this Promissory Note, or release any party, or guarantor or collateral; or impair, fail to realize upon or perfect its security interest in the collateral; and take any other action deemed necessary by the Holder in its sole discretion without the consent of or notice to anyone. All such parties also agree that the Holder 4 may modify this Promissory Note and/or the Loan Agreement in writing without the consent of or notice to anyone other than the party with whom the modification is made. The Holder may assign its interest in this Promissory Note and the Deed of Trust to a third party at any time. The Borrower acknowledges this Promissory Note is secured by a Deed of Trust of even date herewith. The Deed of Trust affects certain real property described in the Loan Agreement. PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS. BORROWER AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF. BORROWER Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation By: <~hI1J,~" '/~jr--- Title: Irr',,'U1i((Vt. ..../i> / By: Title: 5 EXHIBIT "F" Form of Deed of Trust P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc RECORDATION REQUESTED BY: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino 201 North "E" Street Third Floor San Bernardino, California 92401-1507 Attn: Executive Director Space Above This Line is For Recorder's Use Only DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING Neighborhood Housing Service THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (the "Deed of Trust") is dated October I, 2001, among Neighborhood Housing Service (the "Trustor"), whose address is 1390 North "D" Street, San Bernardino, California 92405; the Redevelopment Agency of the City of San Bernardino, a body corporate and politic, whose address is 201 North "E" Street, Third Floor, San Bernardino, California 92401-1507 (the "Lender" or the "Beneficiary"); and First American Title Insurance Company (the "Trustee") . 1.0 CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to that certain real property described (APN 0146-162-22000 and APN 0146-132-18000, Parcel 3) in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances and all other rights, royalties, and profits relating to the real property, including and without limitation all minerals, oil, gas, geothermal and similar matters located in San Bernardino County, State of California (the "Mortgaged Property") . S132001:25550.1 1 Trustor presently assigns to the Lender all of Trustor's right, title and interest in and to all present and future leases of the Mortgaged Property and all Rents from the Mortgaged Property. In addition, Trustor grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property as set forth herein. 2.0 DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America: Beneficiary. The word "Beneficiary" means the Redevelopment Agency of the City of San Bernardino, a body corporate and politic, its successors and assigns. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust and Assignment of Leases and Rents and Fixture Filing among Trustor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Improvements. The word "Improvements" means and includes all existing improvements on the Property and all improvements to be constructed on the Property. Indebtedness. The word "Indebtedness" means all principal and, if applicable, interest payable under the Promissory Note and any amounts expended or advanced by Lender to discharge obligations of Trustor or expenses incurred by Trustee or Lender to enforce obligations of Trustor under the Promissory Note and this Deed of Trust, together with interest on such amounts. This Deed of Trust secures, in addition to the amounts specified in the Promissory Note, any future advances, together with all interest thereon, that may be made by the Lender pursuant to the Loan Agreement and/or the Related Documents so long as Trustor complies with all the terms and conditions of the Promissory Note, Loan Agreement and/or the Related Documents. Lender. The word "Lender" means the Redevelopment Agency of the City of San Bernardino, its successors and assigns. 5B2001 :25550.1 2 Loan Agreement. The words "Loan Agreement" mean that certain 2000 HOME Loan Agreement, dated as of October 1, 2001, by and between the Trustor and the Lender which provides for the loan to the Trustor which is secured by this Deed of Trust. Mortgaged Property. The refer to the Property, Rents, together with: words "Mortgaged Property mean and Improvements, Personal Property and all right, title, and interest (including any claim or demand or demand in law or equity) that Trustor now has or may later acquire in or to such Mortgaged Property; all easements, rights, privileges, tenements, hereditaments, and appurtenances belonging or in any way appertaining to the Mortgaged Property; all of the estate, right, title, interest, claim, demand, reversion, or remainder of Trustor in or to the Mortgaged Property, either at law or in equity, in possession or expectancy, now or later acquired; all exterior landscaping on the Mortgaged Property; all development rights or credits and air rights; all water and water rights (whether or not appurtenant to the Mortgaged Property) and shares of stock pertaining to such water or water rights, ownership of which affects the Mortgaged Property; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon the Mortgaged Property and all royalties and profits from any such rights or shares of stock; all right, title, and interest of Trustor in and to any streets, ways, alleys, strips, or gores of land adjoining the Property or any part of it that Trustor now owns or at any time later acquires and all adjacent lands within enclosures or occupied by buildings partly situated on the Mortgaged Property; all intangible Mortgage Property and rights the Mortgaged Property or its operation connection with it, including, without permits, licenses, plans, specifications, contracts, subcontracts, bids, deposits services, installations, refunds due Trustor, trademarks, and service marks; relating to or used in limitation, construction for utility trade names, all of the right, title, and interest of Trustor in and to the land lying in the bed of any street, road, highway, or avenue in front of or adjoining the Property; any and all awards previously made or later to be made by any governmental authority to the present and all subsequent owners of the Mortgaged Property that may be 5132001:25550.1 3 . , 5B200 1:25550.1 made with respect to the Mortgaged Property as a result of the exercise of the right of eminent domain, the alteration of the grade of any street, or any other injury to or decrease of value of the Mortgaged Property, which award or awards are assigned to the Lender, and which the Lender, at its option, is authorized, directed, and empowered to collect and receive the proceeds of any such award or awards from the authorities making them and to give proper receipts and acquittances for them, and to apply them as provided in this Deed of Trust; all leases of the Mortgaged Property or any part of it now or later entered into and all right, title, and interest of the Trustor under such leases, including cash or securities deposited by the tenants to secure performance of their obligations under such leases (whether such cash or securities are to be held until the expiration of the terms of such leases or applied to one or more of the installments of rent coming due immediately before the expiration of such terms), all rights to al insurance proceeds and unearned insurance premiums arising from or relating to the Mortgaged Property, all other rights and easements of the Trustor now or later existing pertaining to the use and enjoyment of the Mortgaged Property, and all right, title, and interest of the Trustor in and to all declarations of covenants, conditions, and restrictions as may affect or otherwise relate to the Mortgaged Property; any and all proceeds of any insurance policies covering the Mortgaged Property, whether or not such insurance policies were required by the Lender as a condition of making the loan secured by this Deed of Trust or are required to be maintained by the Trustor as provided below in this Deed of Trust; which proceeds are assigned to the Lender, and which the Lender, at its option, is authorized, directed, and empowered to collect and receive the proceeds of such insurance policies from the insurers issuing the same and to give proper receipts and acquittances for such policies, and to apply the same as provided below; all plans and specifications for the Improvements; all contracts and subcontracts relating to the Improvements; all deposits (including tenants' security deposits; provided, however, that if the Lender acquires possession or control of tenants' security deposits the Lender shall use the tenants' security deposits only for such purposes as governmental requirements permit), funds, accounts, contract rights, instruments, documents, general 4 intangibles, and notes or chattel paper arising from or in connection with the Property or other Mortgaged Property; all permits, licenses, certificates, and other rights and privileges obtained in connection with the Property or other Mortgaged Property; all soils reports, engineering reports, land planning maps, drawings, construction contracts, notes, drafts, documents, engineering and architectural drawings, letters of credit, bonds, surety bonds, any other intangible rights relating to the Property and Improvements, surveys, and other reports, exhibits, or plans used or to be used in connection with the construction, planning, operation, or maintenance of the Property and Improvements and all amendments and modifications; all proceeds arising from or by virtue of the sale, lease, grant of option, or other disposition of all or any part of the Property, Personal Property, or other Mortgaged Property (consent to same is not granted or implied); and all proceeds (including premium refunds) payable or to be payable under each insurance policy relating to the Property, the Personal Property, or other Mortgaged Property; all tax refunds, bills, notes, inventories, accounts and charges receivable, credits, claims, securities, and documents of all kinds, and all instruments, contract rights, general intangibles, bonds and deposits, and all proceeds and products of the Trustor in the Mortgaged Property; all accounts, contract rights, chattel paper, documents, instruments, books, records, claims against third parties, money, securities, drafts, notes, proceeds, and other items relating to the Mortgaged Property; all proceeds of any of the foregoing. As used in this Deed of Trust, "Mortgaged Property" is expressly defined as meaning allor, when the context permits or requires, any portion of it and allor, when the context permits or requires, any interest in it. Personal Property. The words "Personal Property" mean all of the right, title and interest of Trustor now or hereafter existing in and to the following now or hereafter located in, upon, within or about, or used in connection with or generated by the construction, use, operation or occupancy of the Property and any business or activity conducted thereon or therein, together with all accessories, additions, accessions, renewals, replacements and substitutions thereto or therefore and the proceeds and products thereof: (a) all materials, 5B2001 :25550.1 5 supplies, furniture, floor coverings window coverings, furnishings, appliances, office supplies, equipment, construction materials, vehicles, machinery, computer hardware and software, maintenance equipment, window washing equipment, repair equipment and other equipment, tools, telephone and other communications equipment, food service preparation equipment and utensils, chinaware, glassware, silverware and hollowware, food and beverage service equipment, food items and food stuffs; (b) all books, ledgers, records accounting records, files, tax records and returns, policy manuals, papers, correspondence, and electronically recorded data; (c) all "General Intangibles" (as defined in the California Uniform Commercial Code), instruments, money, "Accounts" (as defined in the California Uniform Commercial Code), accounts receivable, notes, certificates of deposit, chattel paper, letters of credit, chooses in action, good will, rights to pay of money, rents, rental fees, equipment fees and other amounts relating to the development or use of the Property or payable by persons who utilize the Property or any of the Improvements or paid by persons in order to obtain the right to use the Property and any of the Improvements, whether or not so used; trademarks, service marks, trade dress, trade names, licenses, sales contracts, deposits, plans and specifications, drawings, working drawings, studies, maps, surveys; soils, environmental engineering or other reports, architectural and engineering contracts, construction contracts, construction management contracts, surety bonds, feasibility and market studies, management and operating agreements, service agreements and contracts, landscape maintenance agreements, security service and other services agreements and vendors agreements; (d) all compensation, awards and other payments of relief (and claims therefore) made for a taking by eminent domain, or by any event in lieu thereof (including, without limitation, property and rights and interests in property received in lieu of any such taking), of all or any part of such Personal Property, together with interest thereon, and any and all proceeds (or claims for proceeds) of casualty, liability or other insurance pertaining to such Personal Property, together with interest thereon; (e) any and all claims or demands against any person with respect to damage or diminution in value to such Personal Property or i damage or diminution in value to any business or other activity conducted on Property; (f) any and all security deposits, deposits of security or advance payments made to others to Trustor with respect to: (i) insurance policies relating to the Property; (ii) prepayments and/or periodic deposits or improvements for property taxes or assessments of any kind or nature affecting the Property; (iii) utility services for the Property and/or the Improvements; (iv) maintenance, repair or similar services for the Property or any other services or goods to be used by any business or other activity conducted on 5B200 1:25550.1 6 the Property; (g) any and all authorizations, consents, licenses, permits and approvals of and from all persons required from time to time in connection with the construction, use, occupancy or operation of the Property, the improvements, or any business or activity conducted thereon or therein or in connection with the operation, occupancy or use thereof; (h) all warranties, guaranties, utility or street improvement bonds, construction completion and payment surety bonds, utility contracts, telephone exchange numbers, yellow page or other directory advertising and the like; (i) all goods, contract rights, and inventory; (j) all leases and use agreements of machinery, equipment and other personal property; (k) all insurance policies covering all or any portion of the Property; (1) all reserves and funds held in escrow by the Lender or other persons for the Lender's benefit under the Loan Agreement and all funds deposited with the Lender pursuant to the Loan Agreement, all accounts into which such funds are deposited and all accounts, contract rights and general intangibles or other rights relating thereto; (m) all names by which the Property is now or hereafter known; (n) all interests in the security deposits of tenants; (0) all management agreements, blueprints, plans, maps, documents, books and records relating to the Property; (p) the proceeds from sale, assignment, conveyance or transfer of all or , any portion of the Property or any interest therein, or from the sale of any goods, inventory or services from upon or within the Property and/or the Improvements; ) (q) all documents of membership in an owner or members association or similar group having responsibility for managing or operating any part of the Property; (r) all other property (other than "Fixtures," as defined in the Uniform Commercial Code) of any kind or character as defined in or subject to the provisions of the California Uniform Commercial Code, Secured Transactions, as amended and; (s) all proceeds of the conversions, voluntarily or involuntarily, of any of the foregoing into cash or liquidated claims. Promissory Note. The words "Promissory Note" mean the Promissory Note of even date herewith, in the principal amount of Thirty Seven Thousand, Five Hundred dollars ($37,500) delivered by the Trustor to the Redevelopment Agency of the City of San Bernardino, as Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for the Promissory Note. Related Docwnents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, by and between the Trustor and the SB2001 :25550.1 7 Lender whether now or hereafter existing, evidencing or securing the Indebtedness. Rents. The word "Rents" means all present and future revenues, income, issues, royalties, profits, and benefits derived from the Property. rents, other Trustee. The word "Trustee" means First American Title Insurance Company, and any substitute or successor trustees. Trustor. The word "Trustor" means the Trustor named above and its successors and assigns. 3.0 THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF LEASES AND RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THE PROMISSORY NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THE PROMISSORY NOTE AND THIS DEED OF TRUST ARE GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: 3.1 PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Promissory Note, this Deed of Trust, the Loan Agreement and the Related Documents. 3.2 POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor that Trustor 1 s possession Mortgaged Property shall provisions: and use of the Property be governed by the agrees and the following Possession and Use. Until the occurrence of an Event of Default, Trustor may (a) remain in possession and control of the Mortgaged Property and collect Rents as they become due and (b) use, develop, operate or manage the Property for the purposes authorized in the Loan Agreement. Duty to Maintain and Preserve. Trustor shall: (a) maintain the Property and the Mortgaged Property in good condition and repair; (b) shall construct and improve the Property in accordance with the Loan Agreement; (c) restore and repair the Improvements or any part of the Mortgaged Property that may be damaged or destroyed, including but not limited to construction defects, soil subsidiances and environmental damages whether or not insurance proceeds are available to cover any part of such cost of restoration or repair (regardless of whether the proceeds of insurance may be available to the Trustor under this Deed of Trust); (d) pay when due all claims for labor 5132001 :25550.1 8 performed and materials furnished in connection with the Improvements and not permit any mechanics' liens or materials suppliers' liens to arise against the Property; (e) not permit any waste on the Property, or commit, suffer or permit any nuisance to occur on the Property; (f) not abandon the Mortgaged Property; (g) notify the Beneficiary in writing of any condition at or on the Property that may have a material affect on the market value of the Mortgaged Property; and (h) maintain the Property and the Improvements and generally operate it in a manner to realize it maximum rental potential. Hazardous Substances. (a) The terms "hazardous wastes", "hazardous substance", "disposal," "release", and "threatened release", as used in this Deed of Trust, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S. C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act. 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. (b) [OMITTED - - NO TEXT] (c) Trustor represents and warrants that neither the Trustor nor any tenant of Trustor occupying and improving any portion of the Mortgaged Property or any contractor, agent or other authorized user of any such tenant shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from any of the Mortgaged Property, except in compliance with all applicable law relating to the transportation, storage, disposal or lawful use of any hazardous waste or substance. Trustor shall comply and cause each of its tenants and all contractors, agents or other authorized users of the Mortgaged Property to comply with all applicable laws relating to any hazardous wastes or substances, including without limitation, obtaining and filing all applicable notices, licenses, permits and similar authorizations. Trustor shall establish and maintain a hazardous wastes and substances management and operations policy for the Mortgaged Property in order to assure and monitor continued compliance by the Trustor and each of its tenants and all contractors, agents, or other authorized users of the Property with all laws relating to hazardous wastes or substances. 5[32001:25550.1 9 (d) Trustor authorizes Lender and its agents to enter upon the Mortgaged Property upon reasonable notice to make such inspections and tests as Lender may deem appropriate to determine compliance by the Trustor with this paragraph of Section 3.2 if Lender reasonably believes a violation of law has occurred. Any inspections or tests made by Lender shall be at Trustor's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. Trustor hereby agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from breach of this paragraph of Section 3.2. The provisions of this paragraph of Section 3.2 of the Deed of Trust, including the obligation to indemnify the Lender, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Mortgaged Property. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's reasonable opinion, Lender's interests in the Mortgaged Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon nor leave unattended the Mortgaged Property. Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Mortgaged Property are reasonably necessary to protect and preserve the Mortgaged Property. ., 3.3 DUE ON SALE. Lender may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without the Lender's prior written approval, of all or any part of the Mortgaged Property, or any interest in the Mortgaged Property. A "sale or transfer" means the conveyance of the Mortgaged Property or any right, title or interest therein; whether legal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold S132001 :25550.1 10 interest with a term greater than one (1) year, lease-option contract, or by sale, assignment or transfer of any beneficial interest in or to any land trust holding title to the Mortgaged Property or by any other method of conveyance of the property interest. This option shall be exercised by the Lender in accordance with the provisions of Section 5.1 hereof; provided however, this option shall not be exercised if such remedy is prohibited by applicable law. 3.4 TAXES AND LIENS. The following provisions relating to the taxes and liens on the Mortgaged Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Mortgaged Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Mortgaged Property. Trustor shall maintain the Mortgaged Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of property taxes and assessments not due. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Mortgaged Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within sixty (60) days after the lien arises or, if a lien is filed, within sixty (60) days after Trustor has notices of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien; provided, however, that Trustor shall not be required to payor make provisions for the payment of any tax, assessment, lien or charge so long as the Trustor in good faith shall contest the validity or amount thereof and so long as such delay in payment does not subject the Property to forfeiture or sale. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. SB200 I :25550.1 11 Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. 3.5 CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: Proceedings. If any proceeding in condemnation is filed affecting any portion of the Mortgaged Property, Trustor shall promptly notify the Beneficiary in writing, and Trustor shall promptly take such steps as may be necessary to defend the action and obtain the award. Trustor may be the nominal party in such proceeding, but the Beneficiary shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to the Beneficiary such instruments as may be requested by it from time to time to permit such participation. 3.6 CASUALTY INSURANCE. The Trustor shall at all times keep the Mortgaged Property insured for the benefit of the Trustee and the Beneficiary as additional insured as follows: Against damage or loss by fire and such other hazards (including lightning, windstorm, hail, explosion, riot, acts of striking employees, civil commotion, vandalism, malicious mischief, aircraft, vehicle, and smoke) as are covered by the broadest form of extended coverage endorsement available from time to time, including course of construction and builders risk endorsements in an amount not less than the full insurable value of the Mortgaged Property, with a deductible amount not to exceed Ten Thousand Dollars ($10,000); provided however, that prior to the recordation of the "Construction Loan" as this term is defined in the Loan Agreement, such insured amount shall be not less than $1,000,000, and upon the recordation of such Construction Loan the full insurable value shall be not less than the principal amount of such Construction Loan, plus the principal amount of the Indebtedness; Against damage or loss from (a) sprinkler system leakage and (b) boilers, boiler tanks, heating and air conditioning equipment, pressure vessels, auxiliary piping, and similar apparatus, on such basis and in such amounts as the Beneficiary may require; Liabili ty Insurance. Trustor shall procure and maintain workers' compensation insurance for employees and comprehensive 5132001 :25550.1 12 general liability insurance covering Trustor, Trustee, and the Beneficiary against claims for bodily injury or death or for damage occurring in, on, about, or resulting from the Mortgaged Property, or any street, drive, sidewalk, curb, or passageway adjacent to it, in standard form and with such insurance company or companies and in an amount of at least One Million Dollars ($1,000,000) combined single limit, or such greater amount as the buyer may require, which insurance shall include completed operations, product liability, and blanket contractual liability coverage that insures contractual liability under the indemnifications set forth in this Deed of Trust (but such insurance coverage or its amount shall in no way limit such indemnification) . Other Insurance. The Trustor shall procure and maintain such other insurance or such additional amounts of insurance, covering the Trustor or the Mortgaged Property, as (a) may be required by the terms of any construction contract for the improvements or by any governmental authority, or (b) may be reasonably required by the Beneficiary from ti~e to time. Form of Policies. All insurance required under this paragraph shall be paid for and nonassessable. The policies shall contain such provisions, endorsements, and expiration dates as the Beneficiary from time to time reasonably requests and shall be in such form and amounts, and be issued by such insurance companies admitted as surety companies and doing business in the State of California, as the Beneficiary shall approve in the Beneficiary's sole and absolute discretion. Unless otherwise expressly approved in writing by the Beneficiary, each insurer shall have a Best Rating of not less than "A(vii)", or better. All policies shall (a) contain a waiver of subrogation endorsement; (b) provide that the policy will not lapse or be canceled, amended, or materially altered (including by reduction in the scope or limits of coverage) without at least thirty (30) days prior written notice to the Beneficiary; (c) with the exception of the comprehensive general liability policy, contain a mortgagee's endorsement (438 BFU Endorsement or equivalent), and name the Beneficiary and trustee as insureds; and (d) include such deductibles as the Beneficiary may approve. If a policy required under this paragraph contains a co-insurance or overage clause, the policy shall include a stipulated value or agreed amount endorsement acceptable to the Beneficiary. Duplicate Originals or Certificates. Duplicate original policies evidencing the insurance required under this paragraph and any additional insurance that may be purchased on the Mortgaged Property by or on behalf of Trustor shall be deposited with and held by the Beneficiary (a) receipts 582001:25550.1 13 evidencing payment of all premiums on the policies and (b) duplicate original renewal policies or a binder with evidence satisfactory to the Beneficiary of payment of all premiums at least thirty (30) days before the policy expires. In lieu of the duplicate original policies to be delivered to the Beneficiary under this paragraph, Trustor may also deliver original certificates from the issuing insurance company, evidencing that such policies are in full force and effect and containing information that, in the reasonable judgment of the Beneficiary, is sufficient to allow Lender to ascertain whether such policies comply with the requirements of this Paragraph. No Separate Insurance. The Trustor shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this paragraph unless endorsed in favor of Trustee and the Beneficiary as required by this paragraph and otherwise approved by the Beneficiary in all respects. Transfer of Title. In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Mortgaged Property in extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of the Trustor in and to all insurance policies required under this paragraph or otherwise then in force with respect to the Mortgaged Property and all proceeds payable under, and unearned premiums on, such policies shall immediately vest in the purchaser or other transferee of the Mortgaged Property. Beneficiary's Right to Obtain. Trustor shall deliver to the Beneficiary original policies or certificates evidencing such insurance at least thirty (30) days before the existing policies expire. If any such policy is not so delivered to the Beneficiary or if any such policy is canceled, whether or not Lender has the policy in its possession, and no reinstatement or replacement policy is received before termination of insurance, the Beneficiary, without notice to or demand on Trustor, may (but is not obligated to) obtain such insurance insuring only the Beneficiary and Trustee with such company as the Beneficiary may deem satisfactory, and pay the premium for such policies, and the amount of any premium so paid shall be charged to and promptly paid by Trustor or, at the Beneficiary's option, may be added to the Indebtedness. The Beneficiary acknowledges that, if the Beneficiary obtains insurance, it is for the sole benefit of the Beneficiary and Trustee, and Trustor shall not rely on any insurance obtained by the Beneficiary to protect Trustor in any way. SB2001 :25550.1 14 Duty to Restore After Casualty. If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) results in damage to or loss or destruction of the Mortgaged Property, Trustor shall immediately give notice of such loss or damage to the Beneficiary and, if the Beneficiary so instructs, shall promptly, at the Trustor's sole cost and expense, regardless of whether any insurance proceeds will be sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace, and rebuild the Mortgaged Property as nearly as possible to its value, condition, and character immediately before the damage, loss, or destruction. 3.7 ASSIGNMENT TO THE BENEFICIARY. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of or damage or injury to the Mortgaged Property, or any part of it, or for conveyance in lieu of condemnation, are assigned to and shall be paid to the Beneficiary, regardless of whether the Beneficiary's security is impaired. All causes of action, whether accrued before or after the date of this Deed of Trust, of all types for damages or injury to the Mortgaged Property or any part of it, or in connection with any transaction financed by funds lent to the Trustor by the Beneficiary and secured by this Deed of Trust, or in connection with or affecting the Mortgaged Property or any part of it, including, without limitation, causes of action arising in tort or contract or in equity, are assigned to the Beneficiary as additional security, and the proceeds shall be paid to the Beneficiary. The Beneficiary, at its option, may appear in and prosecute in its own name any action or proceeding to enforce any such cause of action and may make compromise or settlement of such action. The Trustor shall notify the Beneficiary in writing immediately on obtaining knowledge of any casualty damage to the Mortgaged Property or damage in any other manner in excess of Ten Thousand Dollars ($10,000) or knowledge of the institution of any proceeding relating to the condemnation or other taking of or damage or injury to all or any portion of the Mortgaged Property. The Beneficiary in its sole and absolute discretion, may participate in any such proceedings and may join borrower in adjusting any loss covered by insurance. Trustor covenants and agrees with the Beneficiary, at Beneficiary's request, to make, execute, and deliver, at Trustor's expense, any and all assignments and other instruments sufficient for the purpose of assigning the aforesaid award or awards, causes of action, or claims of damages or proceeds to the Beneficiary free, clear, and discharged of any and all encumbrances of any kind or nature. 5B2001 :25550.\ 15 Compensation and Insurance Payments. All compensation, awards, proceeds, damages, claims, insurance recoveries, rights of action, and payments that Trustor may receive or to which the Beneficiary may become entitled with respect to the Mortgaged Property if any damage or injury occurs to the Mortgaged Property, other than by the Beneficiary condemnation or partial taking of the Mortgaged Property, shall be paid over to the Beneficiary and shall be applied first toward reimbursement of all costs and expenses of the Beneficiary in connection with their recovery and disbursement, and shall then be applied as follows: The Beneficiary shall consent to the application of such payments to the restoration of the Mortgaged Property so damages only the Beneficiary has met all the following conditions (a breach of one of which shall constitute a default under this Deed of Trust, the Promissory Note, and any Related Document): (a) Trustor is not in default under any of the terms, covenants, and conditions of the Related Documents; (b) all then-existing leases affected in any way by such damage will continue in full force and effect; (c) the Beneficiary is satisfied that the insurance or award proceeds, plus any sums added by Trustor, shall be sufficient to fully restore and rebuild the Mortgaged Property under then current governmental requirements; (d) within sixty (60) days after the damage tot he Mortgaged Property, Trustor presents to the Beneficiary a restoration plan satisfactory to the Beneficiary and each local agency with jurisdiction, which includes cost estimates and schedules; (e) construction and completion of restoration and rebuilding of the Mortgaged Property shall be completed in accordance with plans and specifications and drawings submitted to the Beneficiary within thirty (30) days after receipt by the Beneficiary of the restoration plan and thereafter approved the Beneficiary; which plans, specifications, and drawings shall not be substantially modified, changed, or revised without the Beneficiary's prior written consent; (f) within ninety (90) days after such damage, Trustor and a licensed contractor satisfactory to the Beneficiary enter i into a fixed price or guaranteed maximum price contract satisfactory to the Beneficiary, providing for complete restoration in accordance with such restoration plan for an amount not to exceed the amount of funds held or to be held by the Beneficiary; (g) all restoration of the Improvements so damaged or destroyed shall be made with reasonable promptness and shall be of a value at least equal to the value of the Improvements so damages or destroyed before such damage or destruction; (h) the Beneficiary reasonably determines that there is an 582001:25550.1 16 identified source (whether from income from the Mortgaged Property or another source) sufficient to pay all debt service and operating expenses of the Mortgaged Property during its restoration as required above; and (i) any and all funds that are made available for restoration and rebuilding under this subparagraph shall be disbursed at the sole election of the Beneficiary through the Trustee, or a title insurance or trust company satisfactory to the Beneficiary, in accordance with standard construction lending practices and mechanics' lien waivers and title insurance date-downs, and the provision of payment and performance bonds by the Trustor, or in any other manner approved by the Beneficiary in the Beneficiary's sole and absolute discretion; or If fewer than all conditions (a) through (i) in the preceding subparagraph are satisfied, then such payments shall be applied in the sole and absolute discretion of the Beneficiary: to the payment of the Indebtedness secured by this Deed of Trust; or to the reimbursement of Trustor's expenses incurred in the rebuilding and restoration of the Mortgaged Property. If the Beneficiary elects to make any funds available to restore the Mortgaged Property, then all of the conditions (a) through (i) in the preceding subparagraph shall apply, except for such conditions that the Beneficiary in its sole and absolute discretion, may waive. Material Loss Not Covered. If any material part of the Mortgaged Property is damaged or destroyed and the loss, is not adequately covered by insurance proceeds collected or in the process of collection, the Trustor shall deposit with the Beneficiary, within thirty (30) days after the Beneficiary's request, the amount of the loss not so covered. Total Condemnation Payment. All compensation, awards, proceeds, damages, claims, rights of action, and payments that Borrower may receive or to which the Trustor may become entitled with respect to the Mortgaged Property in the event of a total condemnation or other total taking of the Mortgaged Property by a public agency shall be paid over to the Beneficiary and shall be applied first to the reimbursement of all Beneficiary's costs and expenses in connection with their recovery, and shall then be applied to the payment of the Indebtedness. Any surplus remaining after payment and satisfaction of the Indebtedness shall be paid to the Trustor as its interest may then appear. 582001:25550.1 17 Partial Condemnation Payments. All compensation, awards, proceeds, damages, claims, insurance recoveries, rights of action, and payments ("funds") that the Trustor may receive or to which the Trustor may become entitled with respect to the Mortgaged Property in the event of a partial condemnation or other partial taking of the Mortgaged Property by a public agency, unless the Trustee and Beneficiary otherwise agree in writing, shall be divided into two portions, one equal to the principal balance of the Promissory Note at the time of receipt of such funds and the other equal to the amount by which such funds exceed the principal balance of the Promissory Note at the time of receipt of such funds. The first such portion shall be applied to the sums secured by this Deed of Trust, whether or not then due, including but not limited to principal, accrued interest, and advances with the balance of the funds paid to the Trustor. No Cure of Waiver of Default. Any application of such amounts or any portion of it to any Indebtedness secured by this Deed of Trust shall not be construed to cure or waive any default or notice of default under this Deed of Trust or invalidate any act done under any such default or notice. 3.8 EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced against the Mortgaged Property that would materially affect Lender's interests in the Property, Lender on Trustor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in do doing will bear interest at the rate charged under the Promissory Note from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Promissory Note and be apportioned among and be payable with any installment payments to become due during the remaining term of the Promissory Note, or (c) be treated as a balloon payment which will be due and payable at the Promissory Note's maturity. This Deed of Trust i also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 5B2001 :25550.1 18 3.9 WARRANTY. Trustor warrants that the Mortgaged Property Trustor I s use of the Mortgaged Property complies with existing applicable laws, ordinances, and regulations governmental authorities. and all of 3.10 IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien and security interest on the Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (a) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (b) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (c) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Promissory Note; and (d) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. 3.11 SECURITY AGREEMENT; FINANCING STATEMENTS. The provisions relating to this Deed of Trust as agreement are a part of this Deed of Trust: following a security S13200 I :25550.\ 19 Security Agreement. This instrument shall constitute a security agreement to the extent of any of the Mortgaged Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Trustor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within ten (10) days after receipt of written demand from Lender. Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party), from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code), are as stated on the first page of this Deed of Trust. 3.12 FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Trustor under the Promissory Note, this Deed of Trust, and the Related Documents, and (b) the liens and security interests created by this Deed of Trust as second priority liens on the Mortgaged Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or agreed to the contrary by Lender in writing. Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, SI32001 :25550.1 20 executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. 4. 0 FULL PERFORMANCE AND RECONVEYANCE. If Trustor pays all the Indebtedness, including without limitation, all future advances, when due, and otherwise performs all the obligations imposed upon Trustor under the Loan Agreement, the Promissory Note and this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. 5.0 DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Deed of Trust: Default on Indebtedness. Failure of Trustor to make any payment when due under the Promissory Note if not cured within thirty (30) days after written notice from the Lender. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Promissory Note, the Loan Agreement, the Related Documents, including without limitation the OPA, after notice and any applicable cure period has expired. Breaches. Any warranty, representation or statement made or furnished to Lender by or on behalf of Trustor under this Deed of Trust, the Promissory Note, the Loan Agreement, or any of the Related Documents is, or at the time made or furnished was, false in any material respect. Insolvency. The insolvency of Trustor, appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor, which is not discharged or dismissed within ninety (90) days, or the dissolution or termination of Trustor's existence as a going business (if Trustor is a business) . SB2001 :25550.1 21 5.1 Foreclosure, etc. Commencement of foreclosure, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor against any of the Mortgaged Property. However, this subsection shall not apply in the event of a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the foreclosure, provided that Trustor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise anyone or more the following rights and remedies, in addition to any other rights or remedies provided by law: .. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust 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 Mortgaged Property to be sold, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Promissory Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Mortgaged Property at the time and place fixed by it in the 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 the Mortgaged Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time filed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Mortgaged Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof i all other sums then secured 5132001:25550.1 22 hereby; and the remainder, if any, to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Mortgaged Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. It is understood and agreed by the parties hereto that no action taken by the Lender shall result in the imposition of personal liability on any of the members, partners, directors, shareholders and officers, as applicable, of Trustor or on Trustor itself or its constituent members. UCC Remedies. With respect to all or any part of the Mortgaged Property, Lender shall have the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Trustor, to take possession of and manage the Mortgaged Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Mortgaged Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any property grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Mortgaged Property, with the power to protect and preserve the Mortgaged Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Mortgaged Property and apply the proceeds, over and above the cost of the recei vership against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Mortgaged Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 5B200 I :25550.1 23 Tenancy at Sufferance. If Trustor remains in possession of the Mortgaged Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Mortgaged Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Mortgaged Property immediately upon the demand of Lender. Other Remedies. Trustee or right or remedy provided in Promissory Note or by law. Lender shall have any other this Deed of Trust or the Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least thirty (30) days before the time of the sale or disposition. Any sale of Personal Property may be made in conjunction with any sale of the Mortgaged Property. Sale of the Mortgaged Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights to have the Mortgaged Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Mortgaged Property. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Promissory Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust after failure of Trustor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its 5B200 \ :25550.\ 24 interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Promissory Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. For the purposes hereof, the words "Lender's attorneys' fees" include the salaries, benefits and expenses of attorneys employed in the office of the City Attorney computed on an hourly basis for any such legal services provided in connection with the enforcement of the rights of the Lender hereunder. Trustor also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. 6.0 POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Mortgaged Property, including the dedication of streets or other rights to the public; and (b) join in granting any easement or creating any restriction on the Mortgaged Property. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Mortgaged Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 5132001:25550.1 25 Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County, California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Mortgaged Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 7.0 NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective three business days after it is deposited in the United States mail first class, registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of this notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. For Notice purposes, Trustor agrees to keep Lender and Trustee informed at all times of Trustor's current address. Each Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. 8.0 STATEMENT OF OBLIGATION. Lender may collect a fee, in an mount not to exceed the statutory maximum, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. 9.0 [RESERVED] 10.0 ASSIGNMENT OF CONTRACTS. In addition to any other grant, transfer or assignment effectuated hereby, without in any manner limiting the generality of the grants in the conveyance and grant section hereof, Trustor shall assign to Beneficiary, as security for the indebtedness secured hereby, Trustor's interest in all agreements, contracts, leases, licenses and permits affecting the Property in any manner whatsoever, such 5B200 1:25550.\ 26 assignments to be made, if so requested by Beneficiary, by instruments in form satisfactory to Beneficiary; but no such assignment shall be construed as a consent by Beneficiary to any agreement, contract license or permit so assigned, or to impose upon Beneficiary any obligations with respect thereto. 11.0 BOOKS AND RECORDS. Trustor shall maintain, or cause to be maintained, proper and accurate books, records and accounts reflecting all items of income and expense in connection with the operation of the Mortgaged Property or in connection with any services, equipment or furnishings provided in connection with the operation of the Mortgaged Property, whether such income or expense be realized by Trustor or by any other person or entity whatsoever excepting persons unrelated to and unaffiliated with Trustor and who leased from Trustor portions of the Mortgaged Property for the purposes of occupying the dame. Upon the request of Beneficiary, Trustor shall prepare and deliver to Beneficiary such financial statements regarding operation of the Mortgaged Property as Beneficiary may reasonably request. Beneficiary, or its designee, shall have the right from time to time during normal business hours to examine such books, records and accounts and to make copies or extracts therefrom. Trustor shall keep all records and documents for a period of five years after the expiration of the Loan and Regulatory Agreements. 12.0 MISCELLANEOUS PROVISIONS. The following provisions are a part of this Deed of Trust: miscellaneous Environmental Default and Remedies. In the event that any portion of the Mortgaged Property is determined to be "environmentally impaired", or an "affected parcel" as these terms are defined at Code of Civil Procedure Section 725.5(e), then in such event and without limiting or in any way affecting the another rights and remedies of the Trustee and the Beneficiary under this Deed of Trust, the Beneficiary may elect to exercise its rights under Code of Civil Procedure Section 725.5(a) to waive its lien or such portion of the Mortgaged Property and to exercise its rights and remedies to recover the Indebtedness under a judgment as an unsecured creditor of the Trustor and/or to exercise any other remedy authorized by law. The Trustor shall be deemed to have willfully permitted or acquired in a or release or threatened release of a hazardous substance, if such release or threatened release was knowingly or negligently caused or contributed by to by any lessee, occupant, user of the Mortgaged Property which caused or contributed to the release or threatened release of a hazardous substance. All costs and expenses of the Beneficiary, including reasonable attorney's fees, plus interest at a rate per annum of eight percent (8%) until paid, as incurred in SB2001:25550.1 27 connection with an action as may be brought by the Beneficiary as provided in Code of Civil Procedure Section 72S.S(b). Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the altercation or amendment. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of California. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. ., Successors and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the indebtedness by way of forbearance or extension without releasing Trustor from SB200 I :25550.1 28 IIII IIII IIII IIII IIII IIII IIII IIII IIII the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by and any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or any of Trustor I s obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. Fixture Filing. This Deed of Trust also constitutes a fixture filing as defined in the California Uniform Commercial Code, as amended or recodified from time to time. This Deed of Trust is to be recorded in the real estate records of San Bernardino County, California, and covers goods which are to become fixtures. 5132001 :25550.1 29 THE TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND THE TRUSTOR AGREES TO ITS TERMS, AND THE TERMS OF THE PROMISSORY NOTE SECURED BY THIS DEED OF TRUST. TRUSTOR Neighborhood Housing Services Date: )1I~hl By: ..y~ /Lh"lffr\(t.-- Executive Director [SIGNATURES MUST BE ACCOMPANIED BY NOTARY JURAT] SB200 I :25550.1 30 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) On November 2. 2001 before me, Lisa A. Gomez. Notary Public, personally appeared Dawkins Hodqes , personally known to me ~ proved to me on the b3Sis of s3tisbctory evidence) to be the person~ whose name~ istafe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(fesj, and that by his/her/their signature~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and official seal. . (i Signature 1:/) 7, ' , .~?~{LCJ~. l -/ .' ~ ~AAGOMa :< Commission # 1198921 ~. Notary Pub~ic - Califom1a f j . Son Bernardino Coun fv...l. MyCanm. Expires Oct J8.2lXl2 -~------- ----':'""'"- (Seal) EXHIBIT "F" CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY HOME CERTIFICATION/ANNUAL RECERTIFICATION OF TENANT ELIGIBILITY Bedroom Size: Unit No.: Zip Code: Rental Unit: Street Address: City: I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully and truthfully each of the following questions for all persons who are to occupy the unit in the above apartment development for which application is made, all of whom are listed below: HOUSEHOLD Age Ethnicity Social Security # Place of Employment Name of Members Relationship Date of Occupancy of Rental Unit by Tenant: Date of Lease Signed for Rental Unit by Tenant: Certification Date (Earlier of Date of Occupancy or Date Lease Signed): Anticipated Annual Income T~e anticipated total annual income from all sources of each person listed in above for the twelve month period beginning on the Certification Date listed above, including income described in (a) below, but excluding all income described in (b) below, is $ (a) The amount set forth above includes all of the following income (unless such income is described in (b) below): F-l P:\Clerical Services Dept\Stephanic\Musi's Work\HOME Recertification-Exhibit H.doe (i) all wages and salaries, overtime pay, commissions, fees, tips and bonuses before payroll deductions; (ii) net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); (iii) interest and dividends (including income from assets as set forth in item (b) below); (iv) full amount of periodic payments received from Social Security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic reports; (v) payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) the maximum amount of public assistance available to the above persons; (vii) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (viii) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (ix) any earned income tax credit to the extent it exceeds income tax liability. (b) The following income is excluded from the amount set forth above: (i) casual, sporadic or irregular gifts; (ii) amounts that are specifically for or in reimbursement of medical expenses; (iii) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) amounts of educational scholarships paid directly to student or educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment, but in either case only to the extent used for such purposes; F-2 P:\Clerical Services Dept\Stephanie\Musi's Work\HOME Recenification-Exhibit H.doe (v) hazardous duty pay to a member of the household in the armed forces who is away from home and exposed to hostile fire; (vi) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (vii) income from employment of children (including foster children) under the age of 18 years; (viii) foster child care payments; (ix) the value of coupon allotments under the Food Stamp Act of 1977; (x) payments to volunteers under the Domestic Volunteer Service Act of 1973; (xi) payments received under the Alaska Native Claims Settlement Act; (xii) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (xiii) payments on allowances made under the Department of Health and Human Services' Low-Income Home Energy Assistance Program; and (xiv) payments received from the Job Partnership Training Act Net Family Assets If any of the persons described in Members of the Household (or any person whose income or contributions were included in Anticipated Annual Income has any savings, stocks, bonds, equity in real property or other form of capital investment (excluding interest in Indian trust lands), provide: (a) the total value of all such assets owned by all such persons: $ , and (b) the amount of income expected to be derived from such assets in the 12-month period commencing this date: $ Students (a) Will all of the persons listed in Members of Household above be or have they been fulltime students during five calendar months of this calendar year at an educational institution (other than a correspondence school) with regular faculty and students? 0 Yes 0 No F-3 P:\Clcrical Services Dcpt\Stephanie\Musi's Work\HOME Recertificalion-Exhibit H.doe (b) If yes, is any such person (other than non-resident aliens) married and eligible to file a joint federal income tax return? DYes D No The above information is full, true and complete to the best of my knowledge. I have no objections to inquiries being made for the purpose of verifying the statements made herein. I acknowledge that all of the above information is relevant to the status under federal law of the HOME funds used in the acquisition and rehabilitation of the Project for which application is being made. I consent to the disclosure of such information to the Economic Development Agency of the City of San Bernardino, County, State and Federal Department of Housing and Urban Development or agent acting on their behalf and any authorized agent of the Treasury Department or Internal Revenue Service. Date: Signature: (Signature Must be Notarized) F-4 P:\Clerical Services Dept\Stephanie\Musi's Work\HOME Recertification-Exhibit H.doe FOR COMPLETION BY NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., ONLY: A. Calculation of Eligible Income (1) Enter amount entered for entire household in Anticipated Annual Income: $ (2) If the amount entered in (a) of Net Family Assets above is greater than $5,000, enter: (i) the product of the amount entered in (a) of Net Family Assets above multiplied by the current passbook savings rate as determined by HUD: $ (ii) the amount entered in (b) of Net Family Assets above: $ (iii) enter the greater of line (i) or line (ii): $ (3) TOTAL ELIGIBLE INCOME (Line A (1) plus line A (2) (iii): $ B. Enter Number of family members listed in item 1 above: C. The amount entered in A (3) (Total Eligible Income) is: $ D Less than $ of median income for the area in which the Project is located, which is the maximum income at which a household may be determined to be a Qualifying Tenant as that term is defined in the Grant Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") ("Qualifying Tenant"). D More than the above mentioned amount. D. Number of apartment units assigned: E. Monthly Rent: $ F. This apartment unit (was/was not) last occupied for a period of 31 consecutive days by a person or persons whose adjusted income, as certified in the above manner, was equal to or less than the amount at which a person would have qualified as a Qualifying Tenant under the terms of the Regulatory Agreement. F-5 P:\Clerical Services Dept\Stephanie\Musi's Work\HOME Recertification-Exhibit H.doc G. Applicant: o Qualifies as a Qualifying Tenant, household income is at or below 50% of the area median income o Qualifies as a Qualifying Tenant, household income is at or below 60% of the area median income o Qualifies as a Qualifying Tenant, household income is at or below 80% of the area median income o Does Not Qualify as a Qualifying Tenant F-6 P:\Clerical Services Dept\Stephanic\Musi's Work\HOME Recertification-Exhibit H.doe EXHIBIT "H" Initial Rent Schedule for Rental Units P:IFormslHousing FormslHOME FormslNeighborhood HsgINHS CHDO Loan Agreement.doc 0) ~ "or, o..E E ctl W L. 0) "'0 0 C L. roo... cj"g c 0) Q) ..cO::: ....... - Q) 0.0 (/) ctl O)"E ~~ 0) (/)-g O}ctl C c (/) .0 ::J1O o > I g "'0 C oQ)Q) oO::::J ..c >."0..... ~ = Q) 0 o E.c 0 ..0 ctl () N ..c LL (/) ..... O}:;:; ... (;j .0) :J a5 :J Z~o:::~ Ol c 1: <Jl .... Q) Q. - "0 co Q) .r:::. 0 3: c e~ .... co ~c 3: .... Q)~ :> c ...; co :2C/) en en Q) .... 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