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HomeMy WebLinkAboutR62-Economic Development CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY ORIGINAL FROM: Emil A. Marzullo Interim Executive Director SUBJECT: Neighborhood Housing Services of the Inland Empire, Inc. (NHSIE), 2007-2010 Single-Family Beautification Grant/Loan, Mobile Home Grant Program and Home Agreement Contract Amendments DATE: July I, 2009 SvnoDsis of Previous Commission/Council/Committee Action(s): On June 18, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider this action for approval. Recommended Motion(s): (Communitv Deve.oomen. Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino (" Agency") to execute certain Amendments to the Single-Family Beautification Loan/Grant and Mobile Home Grant Program and the 2007 HOME Agreement by and between the Agency and Neighborhood Housing Services of the Inland Empire, Inc. ("NHSIE") Contact Person(s): Carey K. Jenkins Phone: Project Area(s): N/A Ward(s): (909) 663-1044 All Supporting Data Attached: o StatfReport 0 Resolution(s) 0 Agreement(s)/Contract(s) D Map(s) D Letter(s) Funding Requirements: $280,000 HOME Amount: $ 1,900,000 Low Mod Source: HOME Funds & Low and Moderate Income Housing Fund Budget Authority: Proposed 2009-20 I 0 Budget ta~ cfn-J Russ Dejesus Interim Administrative Services Director nCO;;;;;;-i-~~;~~/C-';-;;~~ii--N-~-i~~-;_m_m_mm_mmmm_m_~_-:S-O_mm__(!-7\-C}a:o-;Y9n:C3~mm_mnm- Signature fa, ~ ~l Emil A. Marzullo, Interim ecutive Director Fiscal Review: ?\Agendas\Comm Dev CommissionlCDC 2009107_06_09 NIlS1E COlmael Amendment, SR.doc COMMISSION MEETING AGENDA Meeting Date: 07/06/2009 Agenda Item Number: r<fp J- ECONOMIC DEVELOPMENT AGENCY STAFF REPORT NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHSIE), 2007-2010 SINGLE-FAMILY BEAUTIFICATION GRANT/LOAN, MOBILE HOME GRANT PROGRAM AND HOME AGREEMENT CONTRACT AMENDMENTS BACKGROUND: Since September of 1999, the Redevelopment Agency of the City of San Bernardino ("Agency") has contracted with Neighborhood Housing Services of the Inland Empire ("NHSIE") to perform certain functions associated with the Agency's housing program. These services include implementing the Single-Family Beautification Loan/Grant Program, Mobile Home Grant Program and the Homebuyer Education Program (collectively, "Programs"). These Programs are strategically aligned with the Agency's Integrated Housing Strategy ("Strategy") which was approved by the Community Development Commission of the City of San Bernardino ("Commission") on October 20, 2008. Below is a synopsis of current Program activities. Sin~le-Familv Beautification Grant/Loan Program: Based on residency and income eligibility criteria, homeowners can access a grant of up to $15,000 for the beautification of the exterior of their property and/or receive a low-interest deferred payment loan of up to $50,000 for health and safety repairs and overall rehabilitation to their property. In certain instances where significant rehabilitation is required, both funding sources can be combined for the same household. Mobile Home Grant Pro~ram: Based on residency and income eligibility criteria, homeowners can access a grant of up to $5,000 to undertake certain housing rehabilitation and correction work necessary to improve the quality of their mobile homes. Homebuver Education Pro~ram: A 16-hour course held for the purpose of educating first-time homebuyers on the homeownership process. Topics include: Real Estate Purchase Contract, Mortgage Loan Products and Insurance Policies. In addition, the class educates homeowners in home maintenance and property preventive care. This class is free of charge to attendees fulfilling the Homebuyer Assistance Program ("HAP") requirement and a $50 charge to attendees fulfilling the Beautification Grant/Loan Program requirements. For FY2008-2009, the Agency allocated budget to NHSIE is $2.18 million and is derived from a combination of Low and Moderate Income Housing Funds and HOME Funds for the implementation of the Programs. The current breakdown of Program funds is as follows: ACTIVITY AMOUNT SOURCE Administration Costs $320,000/$40,000 Low-Mod/HOME Pre-Development Costs. $5,000 Low-Mod Mobile Home Grant Program $160,000 HOME Single-Familv Beautification Grant / Loan Program $1,575,000 Low-Mod Homebuyer Education Program $80,000 HOME TOTAL $2,180,000 'Includes costs such as cancelled title policies, architecture and engineering, lead base testing and inspections, as necessary P:\Agendas\Comm Dev Commission\CDC 2009\07-06-09 NHSIE Contract Amendments SR,doc COMMISSION MEETING AGENDA Meeting Date: 07/06/2009 Agenda Item Number: I2JQ ')- Economic Development Agency Staff Report NHSIE Contract Amendment Page 2 CURRENT ISSUE: On July I, 2009, NHSIE will be entering into the final year of its current three-year contract with the Agency. In order to create a more efficient, goal oriented and cost effective program, the Agency has been working with NHSIE to modify its activities. Thus far, the Agency has presented NHSIE with four amended agreements to the current contract. It is anticipated the mutually agreed upon changes will be implemented starting on July 1, 2009, the third and final year of the NHSIE services contract. Agency Staff believes this is a good time to modify the contract as it will provide Agency Staff with a better understanding of the effectiveness of Program activities, NHSIE's ability to meet certain agreed upon goals and provides a base level indicator of administrative costs as the proposed contract would now tie administrative overhead to a specific targeted output number. The revised contract also allows for the ability to potentially identify and target specific areas of the City of San Bernardino ("City") detennined to be in direct need of these services. For instance, these funds could be targeted in areas that are experiencing extensive foreclosures and used in conjunction with the Agency's Neighborhood Stabilization Program ("NSP") funds. Where the Agency is acquiring and contracting for the rehabilitation of foreclosed properties, NHSIE could target the same neighborhood offering rehabilitation loans and/or exterior beautification grants. In doing so, the City's resources could be used in a more impactful way thereby having a greater influence on stabilizing residential communities. Overall changes to the current contract will include the following: o Divide the existing Single-Family Beautification Loan/Grant, Mobile Home Grant Program and HOME Agreement contract into four individual agreements to include the Beautification Grant Program, Rehabilitation Loan Program, Mobile Home Grant Program and Homebuyer Education Program. o Require that all applicable maintenance and affordability covenants and other grant documentation be reviewed and signed by Agency Staff and recorded by the County Recorder prior to the notice to proceed and prior to the expenditure of any grant or loan funds. o Require that NHSIE contact Agency Staff to complete project inspections (within 10 business days after request) prior to payment of final invoices. No payments from the Agency will be made until final inspection is approved by Agency Staff. o Reallocate Program funds in FY2009-20 I 0 to include the following: ACTIVITY AMOUNT SOURCE Program Administration - Grant and Loan $320,000 Low-Mod Program Administration - Mobile Home $40,000 HOME Mobile Home Grant Program (aweement I) $160,000 HOME Beautification Grant Program (aweement 2) $1,080,000 Low/Mod Rehabilitation Loan Program (aweement 3) $500,000 Low/Mod Homebuver Education Program (aweement 4) $80,000 HOME TOTAL $2,180,000 P:\Agendas\Comm Dcv Commission\CDC 2009\07_06-09 NHSTE Contract Amendments SR_doc COMMISSION MEETING AGENDA Meeting Date: 07/06/2009 Agenda Item Nnmber: RiR7- Economic Development Agency Staff Report NHSIE Contract Amendment Page 3 Individual program changes integrated into the new agreements for FY2009-20 I 0 will include the following: Beautification Grant Prof!ram o Set a minimum goal of 87 grants per year to be conducted by NHSIE. o NHSIE will grant up to $10,000 per property with an additional dollar-for-dollar match from the Homeowner not to exceed an additional $15,000. Based on the Homeowner's match, the total beautification activity could equal a maximum of $20,000 per project ($15,000 in Agency funds plus $5,000 in Homeowner funds). o Permit the Agency to target the Program in specific areas of the City, leveraging it with other funds to better maximize the effectiveness of the Program. Should the Agency request this targeting in specific areas, Agency Staff shall provide the target area or areas in consultation with the Commission and NHSIE. o Implement an Application Review Committee consisting ofNHSIE and Agency Staff, to review and mutually approve each grant application prior to award and execution of any agreements and prior to commencement of work. o Add a 10-year Maintenance Covenant in the Program Eligibility Requirements section. o Include certain language within the new loan agreement prohibiting the simultaneous use of grant and loan funds. Rehabilitation Loan Prof!ram o Rename the current loan component of the Beautification Grant/Loan Program as the "Rehabilitation Loan Program". o Set a minimum goal of 10 loans per year to be conducted by NHSIE. o Permit the Agency to target the Program in specific areas of the City, leveraging it with other funds to better maximize the effectiveness of the Program. Should the Agency request this targeting in specific areas, Agency Staff shall provide the target area or areas in consultation with the Commission and NHSIE. o Implement an Application Review Committee, consisting ofNHSIE and Agency Staff, to review and mutually approve each grant application prior to award and execution of any agreements and prior to commencement of work. o Add a 45-year Affordability Covenant for rehabilitation projects that cost greater than 25% of the appraised value of the property after rehabilitation work is complete, inclusive of the land as per Health and Safety Code Section 33413, Subsection B. o Include certain language within the new loan agreement prohibiting the joint use of grant and loan funds. P:\Agendas\Comm Dev Commission\CDC 2009\07-06-09 NHSIE Contract Amendments SR doc COMMISSION MEETING AGENDA Meeting Date: 07/06/2009 Agenda Item Nnmber: ~2.. Economic Development Agency Staff Report NHSIE Contract Amendment Page 4 Mobile Home Grant Prof!ram o Set a minimum goal of 32 grants per year to be conducted by NHSIE. o Change the initial date for coach rehabilitation eligibility from 1980 to 1990. Homebuver Education Prof!ram o NHSIE shall train a minimum number of 1,200 participants per year. From this total, a minimum number of 300 participants shall be trained who either reside in or work in the City. o Conduct off-site marketing and outreach of NHSIE's and the Agency's Homebuyer's Assistance Programs; a total of not less than nine businesses and/or organizations (public and private sector) per year within the City. o Provide City/Agency with monthly reports detailing partIcIpants and families completing the Homebuyer Education Program and the number of families purchasing a home within the City. o Heavily target and market to local residents and regularly track the number of program participants who currently live and/or work in the City who eventually become homeowners within the City. ENVIRONMENTAL IMP ACT: None. FISCAL IMPACT: The contract between the Agency and NHSIE has been allocated $2.1 million for FY2009-2010. The additional $80,000 in administrative fees for the Homebuyer Education Program is derived from the Agency's administrative pool of HOME Funds. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. If2- ~<<-- ~J Emil A. Marzullo, Interim Executive Director P\Ag:endas\Comm De" COlTIm;ssionlCDC 2009\07.06-1J9l\HSIE (ontr~ct Amendments SKdoc COMMISSION MEETING AGENDA Meeting Date: 07/06/2009 Agenda Item Number: j2.I~Z. 1 2 3 4 5 6 7 8 COo F...'\\\/7 I ,,:--- ,,' j U ' RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE CERTAIN AMENDMENTS TO THE SINGLE-FAMILY BEAUTIFICATION LOAN/GRANT AND MOBILE HOME GRANT PROGRAM AND THE 2007 HOME AGREEMENT BY AND BETWEEN THE AGENCY AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. ("NHSIE") RESOLUTION NO. WHEREAS, the Redevelopment Agency of the City of San Bernardino ("Agency") has 9 established an affordable housing improvement program known as the "Single-Family 10 Beautification Loan/Grant Program and Mobile Home Grant Program" (the "Program"); and 11 WHEREAS, the purpose of the Program is to provide low- and moderate-income 12 homeowners ("Qualified Homeowners") who reside in the City of San Bernardino (the "City"), with 13 a special source of loan and grant funds to undertake certain housing rehabilitation and correction 14 work (including asbestos and lead containing materials abatement work, handicap accessibility 15 improvements and building code deficiency corrections) and certain exterior landscape and 16 structural beautification improvements of owner-occupied, single-family residential dwelling units; 17 and 18 WHEREAS, the application of the proceeds of such loans and grants to such work by the 19 Qualified Homeowners under the specifications of the Program promotes and expands the supply 0 20 affordable housing in the City and fosters the elimination and prevention of blight; and 21 WHEREAS, on June 7, 2007, the Community Development Commission of the City of San 22 Bernardino ("Commission") approved Amendment No. I with Neighborhood Housing Services of 23 the Inland Empire, Inc. ("NHSIE") ("2007. Agreement"), for the purpose of administering the 24 Program; and 25 26 WHEREAS, the Agency and NHSIE desire to amend the terms and conditions of the 2007 Agreement (such changes to the Program in the form of three (3) separate restated agreement, is 27 herein referred to as "Amendment No.2") through June 30, 2010, by modifying the Scope of 28 Services; and I P:\Agcndas\Resolutions\Resolutions\1009\01-06-09 NHSlE Contraa Amendmcnu CDC Resodoc 1 WHEREAS, the general changes to the current contract will include the following: 2 0 Divide the existing Single-Family Beautification Loan/Grant, Mobile Home Grant Program 3 into three individual agreements to include the Beautification Grant Program, Rehabilitation 4 Loan Program, and the Mobile Home Grant Program. 5 0 Require that all applicable maintenance and affordability covenants and other grant 6 documentation be reviewed and signed by Agency Staff and recorded by the County 7 Recorder prior to the notice to proceed and prior to the expenditure of any grant or loan 8 fimds. 9 0 Require that NHSIE contact Agency Staff to complete project inspections (within 10 10 business days after request) prior to payment of final invoices so that no payments from the 11 Agency will be made until final inspection is approved by Agency Staff; and 12 WHEREAS, individual program changes integrated into the new agreements for FY2009- 13 2010 will include the following: 14 Beautification Grant Program 15 0 Set a minimum goal of 87 beautification grants per year to be conducted by NHSIE. 16 0 NHSIE will grant up to $10,000 per property with an additional dollar-for-dollar match from 17 the Homeowner not to exceed an additional $15,000, and based on the Homeowner's match, 18 the total beautification activity per housing unit could equal a maximum of $20,000 per 19 beautification activity ($15,000 in Agency funds plus $5,000 in Homeowner fimds). 20 0 Permit the Agency to target the Program in specific areas of the City, leveraging it with other 21 fimds to better maximize the effectiveness of the Program and should the Agency request 22 this targeting in specific areas, Agency Staff shall provide the target area or areas in 23 consultation with the Commission and NHSIE. 24 0 Implement an Application Review Committee consisting of NHSIE and Agency Staff, to 25 review and mutually approve each grant application prior to award and execution of any 26 agreements and prior to commencement of work. 27 0 Add a 1 O-year Maintenance Covenant in the Program Eligibility Requirements section. 28 2 P:\Agendas\Resolulions\Rcsolutions\2009\07-06-09 NHSIE Conlraa Amendments CDC Reso_doc 1 0 Include certain language within the new loan agreement prohibiting the simultaneous use 0 2 grant and loan funds. 3 Rehabilitation Loan Program 4 0 Rename the current loan component of the Beautification GrantILoan Program as the 5 "Rehabilitation Loan Program". 6 0 Set a minimum goal of 10 loans per year to be conducted by NHSIE. 7 0 Reduce the loan amount made by the Agency to the Qualified Homeowner to a not to exceed 8 amount of the lesser of: $25,000 or twenty-five percent (25%) of the fair market value of the 9 Home as determined by a licensed appraiser after rehabilitation has been completed and 10 approved such loan subject to approval by the Agency Staff. .11 0 Permit the Agency to target the Program in specific areas of the City, leveraging Program 12 with other funds to better maximize the effectiveness of the Program and should the Agency 13 request this targeting in specific areas, Agency Staff shall provide the target area or areas in 14 consultation with the Commission and NHSIE. 15 0 Implement an Application Review Committee, consisting of NHSIE and Agency Staff, to 16 review and mutually approve each grant application prior to award and execution of any 17 agreements and prior to commencement of work. 18 0 Include certain language within the new loan agreement prohibiting the joint use of grant 19 and loan funds on a property simultaneously and within ten (10) years after the initial loan or 20 grant. 21 Mobile Home Grant Program 22 0 Set a minimum goal of 32 grants per year to be conducted by NHSIE; and 23 WHEREAS, the City of San Bernardino ("City") has received formula HOME Investment 24 Partnership allocation for Fiscal Year 2009-20 I 0 and anticipates receiving said funds yearly 25 thereafter, from the U.S. Department of Housing and Urban Development ("HUD") to carry out 26 eligible activities in accordance with federal program requirements at 24 CFR 92 (the "Homebuyer 27 Education Program"), and the Agency has been designated on annual basis by the Mayor and 28 Common Council of the City of San Bernardino ("Council") to administer such Homebuyer 3 P:\Agendas\Re$Olutions\Resolutionsl2009\07-06-09 NHSIE Contract Amendmen[S CDC Re$Odot 1 Education Program on behalf of the City; and 2 WHEREAS, in an effort to facilitate these activities, the City, on June 4, 2007, entered into 3 a HOME Agreement (2009-2010 HOME Funds), (the "HOME Agreement"), NHSIE, to carry out 4 the Homebuyer Education Program; and 5 WHEREAS, the Agency, on behalf of the City, together with NHSIE, desire to amend the 6 scope of services to be that as identified herein and maintain the annual fee for these services for 7 Fiscal Year 2009-2010 for an annual amount not to exceed $80,000, subject to availability of the 8 HOME Funds and performance by NHSIE, and said services include the following: 9 0 NHSIE shall train a minimum number of 1,200 participants per year and from this total, a 10 minimum number of 300 participants shall be trained who either reside in or work in the .11 City. 12 0 Conduct off-site marketing and outreach of NHSIE's and the Agency's Homebuyer's 13 Assistance Programs; a total of not less than nine businesses and/or organizations (public 14 and private sector) per year within the City. 15 0 Provide City/Agency with monthly reports detailing participants and families completing the 16 Homebuyer Education Program and the number of families purchasing a home within the 17 City. 18 0 Target and market to local residents and track on a quarterly basis the number of program 19 participants who currently live and/or work in the City who eventually become homeowners 20 within the City. 21 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 22 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 23 FOLLOWS: 24 Section 1. The Commission hereby approves Amendment No.2, by and between the 25 Agency and NHSIE in the form of the three (3) separate restated agreements as presented at the 26 meeting of the Commission at which this Resolution is adopted and hereby authorizes the Interim 27 Executive Director of the Agency to execute Amendment No.2 on behalf of the Agency and 28 hereby authorizes minor corrections, additions, clarifications, interpretations be made to said 4 p:v"gcndasIResolution$\Resolutions\2009\07..06-09 NHSIE Contract Amendments CDC Reso.doc 1 Amendment No.2, provided said changes are not substantive in nature, do not increase the 2 monetary impact to the Agency, and are consented to by the Agency Counsel. For the purpose of satisfying the requirements of Health and Safety Code 3 Section 2. 4 Section 33413(b), the Commission hereby finds and determines that the Program expands and 5 preserves the community's supply of affordable housing as provided under said provision of the 6 Health and Safety Code. 7 Section 3. The Community Development Commission ("Commission") authorizes and 8 directs the Interim Executive Director of the Agency to execute the Amendment No. I to the 9 HOME Agreement together with such nonsubstantive modifications as deemed necessary and as 10 approved by the Interim Executive Director of the Agency, with the concurrence of Agency .11 Counsel, between the Agency and NHSIE, and such Amendment No.1 shall authorize an amount 12 not to exceed $80,000 annually, for Fiscal Year 2009-2010, subject to the availability of the HOME 13 Funds for the administration and provision of the Program to eligible participants. 14 Section 4. The Agreements attached hereto and incorporated as Attachments "A" 15 (Single Family Beautification Grant Program Agreement), "B" (Single Family Rehabilitation Loan 16 Program Agreement), "c" (Mobile Home Grant Program Agreement), and "D" (Amendment No.1 17 to 2007 HOME Agreement) respectively shall be one intended to be and shall be interpreted as in 18 compliance with their regulatory and statutory requirements and provisions. 19 Section 5. This Resolution shall take effect from and after its date of adoption by this 20 Commission. 21 //1 22 /II 23 III 24 /II 25 III 26 III 27 III 28 III 5 Pc\Agendas\Resolutions\Resolutions\2009\01-06-09 NHSIE Contract Amendments CDC Rcso.doc 8 Development Commission of the City of San Bernardino at a , 2009, by the following vote to wit: 19 20 21 The foregoing Resolution is hereby approved this 1 2 3 4 S 6 7 22 23 24 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE CERTAIN AMENDMENTS TO THE SINGLE-FAMILY BEAUTIFICATION LOAN/GRANT AND MOBILE HOME GRANT PROGRAM AND THE 2007 HOME AGREEMENT BY AND BETWEEN THE AGENCY AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. ("NHSIE") I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community meeting thereof, Navs Abstain Absent Secretary day of ,2009. Patrick J. Morris, Chairperson Community Development Commission of the City of San Bernardino 2S Approved as to Form: 26 ~ 27 By: ~ /'~ -Agency C sel 28 6 P:\AgendaslAesolutionslJtesolutiolls\2009\07-06-09 NHSIE Contract Amendments CDC Rcso,doc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM AGREEMENT (Low-Moderate Housing Fund) THIS SINGLE F AMIL Y RESIDENCE REHABILITATION LOAN PROGRAM AGREEMENT (the "Agreement") is made and entered into this 6th day of July, 2009 (the "Effective Date"), by and between the NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., a California non-profit corporation (the "Contractor") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic. The Agency and the Contractor agree as follows: RECITALS WHEREAS, the Agency and the Contractor have previously entered into the Single Family Beautification Loan/Grant And Mobile Home Grant Programs (Low-Moderate Housing Fund and HOME Fund), dated as of February 7, 2005, as modified by that certain Amendment No. I To The Single-Family Beautification Loan/Grant And Mobile Home Grant Program, dated as of June 4, 2007, by and between the Agency and the Contractor (collectively, the "Loan and Grant Agreement"); and WHEREAS, the Loan and Grant Agreement provides for the following: (i) loan funds (the "Rehabilitation Loan Program") and grant funds (the "Beautification Grant Program") to low-moderate income homeowners who reside in the City of San Bernardino (the "City"), in the County of San Bernardino (the "County"), in the State of California (the "State") to permit such homeowners to undertake certain housing rehabilitation and correction work, including, without limitation, asbestos and lead containing materials abatement work, handicap accessibility improvements and utility energy improvements as described in the Loan and Grant Agreement, to single family residential dwelling units owned and occupied by such low-moderate homeowners, and (ii) grant funds (the "Mobile Home Grant Program") to low-income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with the Loan and Grant Agreement); and WHEREAS, the Agency and the Contractor have previously entered into the Home Agreement, dated June 4, 2007 (the "Home buyer Education Program Agreement"), wherein the Contractor, without limitation, administers, implements and conducts a Homebuyer Education Program (as defined therein); and WHEREAS, the Rehabilitation Loan Program, the Beautification Grant Program, the Mobile Home Grant Program and the Homebuyer Education Program promote and expand the supply of affordable housing in the City and foster the elimination and prevention of blight; and WHEREAS, the Agency and the Contractor would like to amend the Homebuyer Education Program Agreement pursuant to the First Amendment (as defined below) and to 4813-0902-9891.1 I execute, to deliver and to perform under a new and separate agreement for each of the Rehabilitation Loan Program, for the Beautification Grant Program and for the Mobile Home Grant Program; and WHEREAS, the Agency and the Contractor desire to terminate the Loan and Grant Agreement and to replace the Loan and Grant Agreement with each of the following three (3) new and separate agreements: (i) this Agreement which provides loan funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described in this Agreement, to single family residential dwelling units owned and occupied by such low- moderate homeowners, (ii) the Single Family Beautification Grant Program Agreement (the "Beautification Grant Program Agreement") which provides grant funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described therein, to single family residential dwelling units owned and occupied by such low-moderate homeowners, and (iii) the Mobile Home Grant Program Agreement (the "Mobile Home Grant Program Agreement") which provides grant funds to low-income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with such Mobile Home Grant Program Agreement; and WHEREAS, the Agency and the Contractor have determined that this Agreement, the Beautification Grant Program Agreement, the Mobile Home Grant Program Agreement and the Homebuyer Education Program Agreement, as amended by the First Amendment, will promote and expand the supply of affordable housing in the City and will foster the elimination and prevention of blight; and WHEREAS, the Loan and Grant Agreement shall not be terminated until the Agency and the Contractor have entered into and executed this Agreement, the Beautification Grant Program Agreement, the Mobile Home Grant Program Agreement and the Amendment No. I (the "First Amendment") to the Homebuyer Education Program Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE AGENCY AND OF THE CONTRACTOR IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE AGENCY AND BY THE CONTRACTOR, THE AGENCY AND THE CONTRACTOR AGREE AS FOLLOWS: Section 1. DEFINITIONS OF CERTAIN TERMS. In addition to the words and phrases, which are defined in the Recitals of this Agreement and/or in this Agreement, the following words and terms shall have the meaning set forth below: "Countv Recorder's Office" means and refers to the county recorder's office for the County of San Bernardino, State of California. 4813-D902-9891.1 2 4813-D902-9891.l "Deed of Trust" means and refers to the Deed of Trust and Assignment of Rents securing the obligations of the Note and encumbering the Home. The Deed of Trust must be executed and acknowledged by the Qualified Homeowner and shall be recorded by or for the Agency in the County Recorder's Office. The Deed of Trust shall be subordinate to the Senior Deed of Trust. The Deed of Trust must be substantially similar to the Deed of Trust attached hereto and incorporated herein by this reference as Exhibit "_". "Environmental Laws" mean and refer to all applicable federal, state, municipal and local laws, statutes, codes, ordinances, rules, regulations, orders and judgments relating to the protection or clean-up of the environment, the use, treatment, storage, transportation, generation, manufacture, processing, distribution, handling or disposal of, or emission, discharge or other release or threatened release of hazardous substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, the health and safety of persons, or the protection of the health and safety of employees, now or hereafter existing, as the same may be amended, modified or supplemented from time to time, including, without limitation: the Clean Air Act, as amended, 42 V.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 V.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 V.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 V.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 V.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 V.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 V.S.C. Section 11001 et seq.; the Safe Drinking Water Act, as amended, 42 V.S.C. Section 300f et seq.; the California Health and Safety Code (Section 25100 et seq., ~ 25249.5 et seq., Section 39000 et seq.); the California Water Code (Section 13000 et seq.); the California Environmental Quality Act ("CEQA"); the California Public Resources Code; all comparable state and local laws, laws of other jurisdictions or orders and regulations; and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, as now or may at any time hereafter be in effect. "Executive Director" means and refers to the Interim Executive Director of the Agency and his or her authorized representatives. "General Contractor Agreement" means and refers to the Single Family Residence Rehabilitation Loan Program General Contractor Agreement by and between the Qualified Homeowner and the contractor identified therein (the "General Contractor") as approved, in writing, by the Contractor. The General Contractor Agreement relates, without limitation, to the construction, installation and completion by the General Contractor of the Work described in the General 3 4813-0902-9891.1 Contractor Agreement. The General Contractor Agreement shall be executed by and between the Qualified Homeowner and the General Contractor and shall be accepted, in writing, by the Contractor. The General Contractor Agreement shall be substantially similar to the General Contractor Agreement attached hereto and incorporated herein by this reference as "Exhibit "_". "Hazardous Substances" mean and refer to any pollutant, contaminant, waste and any toxic, carcinogenic, reactive, corrosive, ignitable, flammable or infectious chemical, chemical compound or substance or otherwise hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any quantity of asbestos, urea formaldehyde, PCBs, radon gas, lead, lead-based paint, crude oil or any fraction thereof, all forms of natural gas, petroleum products, by- products or derivatives, radioactive substances, methane, hydrogen sulfide or materials, pesticides, waste waters, or sludges, any of the above of which are subject to regulation, control or remediation under any Environmental Laws. "Home" means and refers to the land and the single family dwelling unit located thereon in the City, owned by the Qualified Homeowner and resided in by the Qualified Homeowner as its principal residence. "Homeowner's Release and Waiver" means and refers to the Homeowner's Release and Waiver, as executed by the Qualified Homeowner and the Contractor. The Homeowner's Release and Waiver provides, without limitation, that the Contractor shall be permitted to display yard signs at the Qualified Homeowner's Home and that the Contractor shall be permitted to photograph or videotape the Qualified Homeowner's Home. The Homeowner's Release and Waiver shall be substantially similar to the Homeowner's Release and Waiver attached hereto and incorporated herein by this reference as Exhibit" ". "Improvements" mean and refer to the following types of eligible improvements to the Qualified Homeowner's Home that will be permitted under the Program: (i) roof repairs and re-roof or overlay, (ii) exterior and interior painting, including, without limitation, lead testing, (iii) drought tolerant landscaping (irrigation system, with hydro seeds, sod or artificial turf), (iv) window replacement, (v) carpet replacement and/or finished flooring replacement, (vi) HV AC system, (vii) electrical work, (viii) sewer repair or sewer installation (the "Sewer Repairs"), (ix) termite repairs, (x) exterior concrete hardscape such as sidewalks, driveways, curbs, gutters, hand railings or ramps, (xi) door or window screens repairs or replacements, (xii) tub, shower, toilet repairs or replacements, (xiii) foundation or structural repairs, (xiv) fencing or (xv) installation of alternative energy sources, including, without limitation, solar panels. The Improvements must relate to health and safety code violatio.ns (i.e., blown sewer lines, septic tank destruction, etc.). In connection with each Loan Application for Sewer Repairs, the Agency shall have the right to determine whether or not such Sewer Repairs shall be made from 4 4813-0902-9891.1 funds disbursed by the Agency from Loan Funds under the Program or from grant funds disbursed by the Agency to an applicant under the Single Family Beautification Grant Program, or under any other then existing grant program. Should the Agency determine that the Sewer Repairs will need to be disbursed by the Agency from grant funds pursuant to the Single Family Beautification Grant Program, or any other then existing grant program, the Contractor shall advise the applicant, in writing, that the applicant will need to prepare, to execute and to submit a new grant application to the Contractor under the Single Family Beautification Grant Program, or under any other then existing grant program, which grant application, without limitation, shall request the Agency to make a grant to the applicant to permit the applicant to make and to complete the Sewer Repairs. "Laws" mean and refer to all federal, state, municipal and local laws, statutes, codes, ordinances, regulations, rules, orders or judgments, now or hereafter in effect, as amended from time to time, including, without limitation, the Environmental Laws, all applicable building, plumbing, mechanical, electrical and health and safety codes and City ordinances. "Lead Based Paint Acknowledgment" means and refers to the "Lead Based Paint Acknowledgment of Receipt" as executed by the Qualified Homeowner and by the General Contractor. The Lead Based Paint Acknowledgment acknowledges receipt by the Qualified Homeowner of the Lead B.ased Paint Pamphlet from the General Contractor. The Lead Based Paint Acknowledgment is attached hereto and incorporated herein by this reference as Exhibit "-':'. "Lead Based Paint Disclosure" means and refers to the "Lead Based Paint Disclosure" by and between the Qualified Homeowner and the General Contractor. The Lead Based Paint Disclosure is to be executed by the General Contractor and by the Qualified Homeowner and is attached hereto and incorporated herein by this reference as Exhibit "_". "Loan" means and refers to each loan transaction approved, granted and made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Each Loan shall be evidenced by a Note and secured by a Deed of Trust encumbering the Home owned by the Qualified Homeowner to whom the Loan has been made by the Agency. Each Loan made by the Agency to the Qualified Homeowner may not exceed the lesser of: (i) $25,000 or (ii) twenty- five percent (25%) of the then fair market value of the Home as determined by a licensed appraiser approved by the Agency (the "Loan Amount"), without the prior written approval of the Executive Director. The Loan shall be subordinate to the Senior Loan. The Qualified Homeowner shall pay all amounts that exceed the Loan Funds paid by the Agency to or for the benefit of the Qualified Homeowner under the Program to enable the Qualified Homeowner to complete the Improvements in connection with the Qualified Homeowner's Home. For 5 4813-0902-9891.1 each year during the term of this Agreement, the Contractor will attempt to approve, complete, process and finalize up to ten (10) Loans. "Loan Application" means and refers to the Single Family Residence Rehabilitation Loan Program Application as fully completed and executed by the Qualified Homeowner. The Loan Application shall be submitted by the Qualified Homeowner to the Contractor and the Contractor shall verify that the Loan Application is complete. Each Loan Application shall contain the information relating to the Qualified Homeowner and the proposed use of the Loan Funds by the Qualified Homeowner together with a current preliminary title report or other proof of title acceptable to the Agency for the Home. The Contractor shall require all Qualified Homeowners to complete the Loan Application substantially similar to the Loan Application attached hereto and incorporated by reference as Exhibit" ." "Loan Disbursement Account" means and refers to a separate custodial deposit account, which the Contractor shall establish with an FDIC-insured depository institution for the receipt and disbursement of the Loan Funds in connection with the approval, granting and making by the Agency to the Qualified Homeowner of the Loan under the Program in accordance with this Agreement. Such deposit account agreement among the Contractor, the Agency and such depository institution shall be in a form and substance as reasonably satisfactory to the Agency. The Contractor shall create and maintain a separate Loan Disbursement Account for each Loan approved, granted and made by the Agency to or for the benefit of each Qualified Homeowner. No other funds of the Contractor shall be deposited or co-mingled in the Loan Disbursement Account. The Contractor shall serve as the trustee of the Agency in the administration of all of the Loan Funds or deposit in each Loan Disbursement Account, including any interest as may accrue thereon. "Loan Documents" mean and refer to the following: (i) the Loan Application, (ii) the Loan Services Agreement, (iii) the Maintenance Agreement Covenant, (iv) the Homeowner's Release and Waiver, (v) the Note, (vi) the Deed of Trust, (vii) the issuance of a title policy in favor of the Agency in the amount of the Loan Funds approved by the Agency from a title company acceptable to the Agency, and (viii) this Agreement and such other agreements, documents, instruments, guarantees and/or certifications evidencing, securing, guaranteeing, relating to or in connection with the Loan to the Qualified Homeowner, the Loan Funds and/or the Loan Disbursement Account. The Loan Documents shall be subordinate to the Senior Loan Documents. "Loan Funds" mean and refer to the funds delivered by the Agency to or for the benefit of a Qualified Homeowner in connection with the Loan that the Agency has approved and made to the Qualified Homeowner in accordance with this Agreement. Each Loan made by the Agency to the Qualified Homeowner may not exceed the Loan Amount, without the prior written approval of the Executive 6 4813.Q90Z-9891.l Director. The Qualified Homeowner shall timely pay all amounts that exceed the Loan Funds paid by the Agency to or for the benefit of the Qualified Homeowner under the Program in order to construct, install, perform and/or complete the Improvements in connection with the Qualified Homeowner's Home. "Loan Services Agreement" means and refers to the Single Family Residence Rehabilitation Loan Program Loan Services Agreement by and between the Qualified Homeowner and the Contractor. The Loan Services Agreement, without limitation, notifies the Qualified Homeowner that the Agency has made, or has agreed to make, the Loan to the Qualified Homeowner, restates and certifies the Program qualifications and guidelines, identifies the role of the Contractor and restates the Qualified Homeowner's duties and responsibilities under the Program. The Loan Services Agreement must be executed by the Qualified Homeowner and by the Contractor and must be substantially similar to the Loan Services Agreement attached hereto and incorporated herein by this reference as Exhibit" ". "Low-Moderate Income Housing Funds" mean and refer to the Low-Moderate Income Housing Funds that the Agency intends to use to make the Loan to or for the benefit of the Qualified Homeowner in accordance with this Agreement and with Health and Safety Code Section 33334.3 et seq. The Agency and the Contractor will offer the Loan to a Qualified Homeowner who earns not more than 120% of the current annual median income for the San Bernardino County area, adjusted for family size (as those terms are defined by California Health and Safety Code Section 50053.5) as further illustrated in Exhibit "A" of this Agreement (the "2009 Income Limits") and are subject to annual adjustments. "Maintenance Agreement Covenant" means and refers to the "Residential Property Maintenance Agreement Containing Covenants Affecting Real Property (Single Family Residence Rehabilitation Loan Program) by and between the Agency and the Qualified Homeowner. The Maintenance Agreement Covenant provides, without limitation, for maintenance-related duties and obligations to be performed and completed by the Qualified Homeowner in connection with the Qualified Homeowner's Home. The Maintenance Agreement Covenant shall be executed and acknowledged by and between the Agency and the Qualified Homeowner, and must be in recordable form for recordation by the Contractor or by the Agency in the County Recorder's Office. The Maintenance Agreement Covenant must be substantially similar to the Maintenance Agreement Covenant attached hereto and incorporated herein by this reference as Exhibit" ". "Maintenance Class" means and refers to the maintenance class conducted by the Contractor and attended by the Qualified Homeowners after the Agency has approved the Loan to a Qualified Homeowner. In the Maintenance Class, the Qualified Homeowner shall learn, without limitation, to properly maintain the Qualified Homeowner's Home and/or the Improvements to be constructed, installed, performed and completed thereon. 7 4813-0902-9891.1 "Note" means and refers to the Promissory Note Secured by Deed of Trust in the amount of the Loan made by the Agency to and for the benefit of the Qualified Homeowner. The Note shall be executed by the Qualified Homeowner and the obligations of the Note shall be secured by the Deed of Trust. The outstanding principal balance of the Note shall accrue simple interest at the rate of three percent (3%) per annum. No periodic payments of principal and interest, or of interest-only shall be due and payable by the Qualified Homeowner to the Agency during the term of the Note. The outstanding principal amount of the Note, all accrued and unpaid interest and all other fees, charges and amounts due under the Note, under the Deed of Trust and under the other Loan Documents (the "Loan Payoff') shall be payable by the Qualified Homeowner to the Agency on the date that: (i) the Qualified Homeowner is in default under the Loan Documents, subject to any applicable cure period, (ii) the Qualified Homeowner refinances the Loan, or (iii) on the date that the Qualified Homeowner sells, conveys or transfers the Home to an unauthorized third person in violation of the Loan Documents; provided, however, if the Qualified Homeowner remains the fee owner of the Home for a period of ten (10) years from the date that the Deed of Trust is recorded in the County Recorder's Office, the Loan shall be forgiven and discharged by the Agency, the Agency shall record a reconveyance or release of the Deed of Trust in the County Recorder's Office and the Qualified Homeowner shall have no further duty or obligation to pay to the Agency the Loan Payoff. The Note shall be substantially similar to the Note attached hereto and incorporated herein by this reference as Exhibit "_". "Program" means and refers to the program created, administered and maintained by or for the Agency in connection with the Loan, the disbursement by the Agency to the Contractor of the Loan Funds to or for the benefit of each Qualified Homeowner in accordance with this Agreement and the performance and completion by the Contractor of the Services. Upon written notice from the Agency, the Contractor shall offer the Program to Qualified Homeowners in the specific Target Area or Target Areas as may be designated, in writing, by the Agency to the Contractor from time to time during the term of this Agreement. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City for the term of this Agreement. However, in case of an emergency, of an urgent need or of a life~threatening situation, the Contractor may process a Loan Application ahead of other Loan Applications subject to the approval by the Executive Director. "Oualified Homeowner" means and refers to: (i) a person or household which owns and occupies its Home as its principal residence within the City or within the Target Area or the Target Areas of the City, as may be specifically designed, in writing, from time to time by the Agency for at least twelve (12) continuous months preceding the date of submission of its Loan Application to the Contractor, (ii) has a personal or household income level, adjusted for family size, 8 48IJ-Q902-9891.1 during the twelve (12) months preceding the date of submission of its Loan Application to the Contractor within the ranges of income for low-moderate income households, adjusted for family size, as set forth in Exhibit "A", (iii) must complete, execute and submit the Loan Application to the Contractor, (iv) must agree to attend the Maintenance Class conducted by the Contractor, (v) must agree to live in its Home, as its principal residence, for not less than ten (10) years after the recordation of the Deed of Trust and the Maintenance Agreement Covenant in the County Recorder's Office, (vi) must execute and acknowledge, where appropriate, all Loan Documents, (vii) must agree to agree to maintain its Home pursuant to the Maintenance Agreement Covenant for a period often (10) years following the recordation of such Maintenance Agreement Covenant in the County Recorder's Office, and (viii) the Qualified Homeowner must not have received any grant or any loan from the Agency for a period of ten (10) years prior to the submission by the Qualified Homeowner to the Agency and/or to the Contractor of the Loan Application. On a case-by-case basis, the Executive Director of the Agency, in its sole and absolute discretion, may waive this one (I) year residency requirement. "Senior Deed of Trust" means and refers to the senior deed of trust executed and acknowledged by the Qualified Homeowner. The Senior Deed of Trust secures the obligations of the Senior Promissory Note and of the Senior Loan and encumbers the Home. "Senior Lender" means and refers to an institutional lender, including, without limitation, any bank, savings bank, savings and loan association, insurance company, credit union or other lender licensed to conduct business in the State of California, approved by the Agency in its sole and absolute discretion and making the Senior Loan to the Qualified Homeowner. "Senior Loan" means and refers to the loan made by the Senior Lender to the Qualified Homeowner. The Senior Loan is evidenced by the Senior Promissory Note and is secured by the Senior Deed of Trust encumbering the Home owned by the Qualified Homeowner. "Senior Loan Documents" mean and refer to the Senior Promissory Note, the Senior Deed of Trust and all other instruments, documents, agreements, guarantees and/or certificates evidencing, securing, guaranteeing or relating to the Senior Loan. "Senior Promissorv Note" means and refers to the Senior Promissory Note executed by the Qualified Homeowner in favor of the Senior Lender. The Senior Promissory Note is secured by the Senior Deed of Trust which Senior Deed of Trust encumbers the Home owned by the Qualified Homeowner. "Services" mean and refer, without limitation, to the Program origination, the preparation, execution and delivery of the Loan Documents, the Loan Fund 9 disbursement control, related accounting, Work monitor (course of construction builder contract) services and other services to be provided by the Contractor to or for the benefit of the Agency in accordance with this Agreement. The various elements of the Services are more fully set forth in the "Scope of Services" attached hereto as Exhibit "C." For each year of the Agreement, the Contractor will attempt to approve, complete, process and finalize up to ten (10) Loans to Qualified Homeowners. "Target Area" or "Target Areas" mean and refer to the specific area, areas, neighborhood or neighborhoods in the City in which the Agency has instructed the Contractor to offer the Program to Qualified Homeowners to better maximize the effectiveness of the Loan Funds, or in any other specific area, areas, neighborhood or neighborhoods hereinafter created by the Agency and/or throughout the City (excluding County territory), as amended from time to time by the Agency in its sole and absolute discretion. Should the Agency request the Contractor to offer the Program to a specific Target Area or to specific Target Areas, the Agency shall consult with and provide in writing the Target Area or the Target Areas to the Contractor. The Contractor shall then offer the Program to Qualified Homeowners in the specific Target Area or Target Areas until the Contractor is otherwise advised in writing from the Agency, as such Target Area or Target Areas may be adjusted and amended from time by the Agency in its sole and absolute discretion. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application ahead of other Loan Applications subject to the approval of the Executive Director. "Work" means and refers, without limitation, to the Improvements, or any part thereof, to be constructed, installed, performed and/or completed by a state- licensed General Contractor on or in connection with a Home pursuant to the terms, covenants and conditions of the General Contractor Agreement. Only the Improvements and/or the items of Work set forth in the General Contractor Agreement shall be authorized for payment by the Contractor, up to the maximum amount authorized under the terms ofthe Program for such Improvements, or any part thereof. Any costs of Improvements and/or of Work in excess of the maximum amount of the Program (which are not the fault of such General Contractor) shall be paid for by the Qualified Homeowner unless approved in writing by the Executive Director. Section 2. PERFORMANCE BY CONTRACTOR AND BY AGENCY. The Contractor and the Agency agree to perform the terms, covenants and conditions of this AgreemeiJ.t. Section 3. SCOPE OF SERVICES. The Contractor agrees to provide the Services to the Agency as set forth herein, as described in the Scope of Services. Promptly following the 4813-0902-9891.1 10 date of approval of this Agreement by the governing board of the Agency, the Contractor, without limitation, shaH or will continue to: (A) cause the Loan Disbursement Account to be established, or maintained, and the general form of an FDIC - insured deposit account agreement acceptable to the Agency to be fuHy executed by the Contractor, by the depository institution and by the Agency within thirty (30) calendar days foHowing the date of approval of this Agreement; (8) continue to use the general form of the Loan Application in connection with an application by a Qualified Homeowner for the approval by the Agency to the Qualified Homeowner of the Loan under the Program in accordance with this Agreement. The applicant for the Loan must submit to the Contractor federal and state income tax returns filed by the applicant with the appropriate taxing authorities for the past two (2) years which tax returns must be acceptable to the Contractor in its sole and absolute discretion; (C) subject to the completion of the tasks described in Section 3(A) and in Section 3(8) above, continue the process of receiving and reviewing Loan Applications and provide the Services as provided for in the Agreement. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or the Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specificaHy determined and designated by the Agency, then on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City; provided, however, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application ahead of other Loan Applications subject to the approval of the Executive Director; (D) transmit a copy of a completed set of the Loan Documents to the Executive Director of the Agency, together with: (i) a recommendation from the Contractor to the Agency to approve the Loan Application and the Loan to the Qualified Homeowner, and (ii) a request from the Contractor to the Agency for a transfer of the Loan Funds by the Agency for the account of the Qualified Homeowner. The Executive Director shall either authorize the funding of such Loan or reject the request for funding on behalf of the Agency within ten (10) business days of receipt from the Contractor. Any rejection of a Loan Application shaH be in writing and shaH state the reasons for such action. Each acceptance of a Loan Application by the Agency shall be evidenced by the signature of the Executive Director of the Loan Documents, where designated. AH Loan Documents shall be executed, acknowledged, where designated, and completed by the Qualified Homeowner and by the Contractor, and the disbursement of Loan Funds by the Agency to or for the benefit of the Qualified Homeowner shaH occur within sixty (60) calendar days foHowing the date of submission by the Contractor to the Executive Director of the funding request, or the Loan Documents shall be of no further force or effect; (E) no fees, charges or expenses shall be payable by any applicant to the Contractor or to the Agency for a Loan, except from the Loan Funds, nor shall the Contractor charge a Qualified Homeowner for any cost or service in connection with the origination or subsequent administration of the Loan during the time the Improvements and/or the Work 4813.()902-9891.1 11 is constructed, installed, performed and/or completed at the Home, except for the Maintenance Class fee, or as authorized under the Program by the Executive Director; (F) instruct the Executive Director to transfer the Loan Funds for the account of each Qualified Homeowner to the Loan Disbursement Account as set forth in Section 3(D), above, upon confirmation by the Contractor that the Loan Documents for the Program are executed and complete and that the Deed of Trust and the Maintenance Agreement Covenant (and any other documents to be recorded in the County Recorder's Office) are ready for recordation in the County Recorder's Office. The Contractor shall coordinate the issuance of the policy of title insurance in favor of the Agency by the title insurance company with the recordation of the Deed of Trust and of the Maintenance Agreement Covenant; (G) deliver a fully executed and acknowledged, where designated, original set of the Loan Documents for each Loan (except for the Deed of Trust and for the Maintenance Agreement Covenant which documents shall be recorded by the Contractor on behalf of the Agency in the County Recorder's Office) to the Agency upon request of funding and transfer of the Loan Funds for the account of the Qualified Homeowner to the Loan Disbursement Account; (H) verify that no Loan Funds are disbursed from the Loan Disbursement Account for the account of a Qualified Homeowner except: (i) to pay a state-licensed General Contractor and/or state-licensed subcontractor for the Improvements and/or for the Work constructed, installed, performed and/or completed at the Home pursuant to the General Contractor Agreement (less a ten percent (10%) retention pending completion of the Improvements and/or of the Work and final executed written release of all mechanics and materials liens from the General Contractor and/or from all subcontractors). No disbursement of the Loan Funds from the Loan Disbursement Account shall be authorized for any building materials or equipment items which are not physically delivered at the Home before the date of payment of such Loan Funds to the General Contractor and/or to the subcontractor; or (ii) to pay a Loan title fee or cost amount expressly authorized in writing by the Executive Director; (1) prepare and maintain a Loan Funds disbursement ledger for all payments authorized and made by the Contractor to the General Contractors and/or to the subcontractors for the account and debit to each Qualified Homeowner under each Loan made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Such ledger shall show each payment by date and reference the particular Loan, the Loan Documents and the name of the Qualified Homeowner to which it corresponds. Such ledger shall also include a monthly starting and ending balance for the Loan Disbursement Account, a final reconciliation of the adjusted balance of each Loan upon the completion of the Improvements and/or of the Work, and such other accounting information as the Executive Director may request. A copy of such ledger shall be submitted to the Executive Director each month with the first such monthly submittal due on the first day of the next month following the date of the initial 48 \3-0902-9891.1 12 deposit of the Loan Funds by the Contractor and/or the Agency into the Loan Disbursement Account; (J) No Improvements and/or Work shall be authorized for payment by the Contractor unless the Loan Documents are complete and the Contractor has received a fully executed copy of the General Contractor Agreement by and between the General Contractor and the Qualified Homeowner. Once the Improvements and/or the Work has commenced on a particular Home, neither the Qualified Homeowner, the General Contractor nor the subcontractor shall authorize an amendment or modification of such contract to include any item of Work, which is not eligible for payment using the Loan Funds under the terms and conditions of the Loan under the Program. Each such contract by and between the General Contractor and the Qualified Homeowner, the General Contractor and the subcontractor, and/or the subcontractor and the Qualified Homeowner shall include a section, which recites the words of the first two (2) sentences of this Section 3(J). Section 4. TIME OF PERFORMANCE OF SERVICES. The Services to be performed hereunder by the Contractor shall be undertaken and completed in such sequence as to assure expeditious completion and to best carry out the purposes of the Program and this Agreement. All Services required hereunder shall begin upon the execution of this Agreement. Section 5. TERM OF AGREEMENT. This Agreement shall take effect upon the approval by the governing board of the Agency and the complete execution by the parties. The Agreement shall remain in effect through July I, 2010, subject to annual approval and appropriation by the United States Department of Housing and Urban Development ("HUD"). Section 6. COMPENSATION PAYABLE BY AGENCY TO CONTRACTOR. (A) The Agency shall annually compensate the Contractor for the performance of the Services using the Low-Moderate Income Housing Funds in accordance with the following schedule: $50,000.00. Annual Program Administration Fee for CONTRACTOR $500,000.00 Single Family Residence Rehabilitation Loan Program $550.000.00 (B) From and after the Effective Date of this Agreement and for the remaining term of this Agreement, the Program Administration Fee payable by the Agency to the Contractor as compensation for the Services performed by the Contractor under this Agreement shall be paid by the Agency directly to the Contractor, payable in twelve (12) equal monthly installments of $4,167.00 during the Term of this Agreement, in the aggregate amount of $50,000.00. The Contractor shall invoice the Agency monthly in equal installments of$4,167.00. 4813-Q9Q2-989Ll 13 (C) Payment for each monthly installment in the amount of $4,167.00 for the performance by the Contractor of the Services will be made by the Agency to the Contractor as of the first day of each calendar month with the first such payment due on the first day of the next calendar month following the date of the complete execution of the Agreement by the parties. Section 7. PERSONNEL OF CONTRACTOR. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the Services. All of the Services required hereunder will be performed by persons who are either employed by or under the supervision and control of the Contractor, and all personnel engaged in the Services shall be fully competent and qualified to perform such Services. Section 8. INDEPENDENT CONTRACTOR. All acts of the Contractor and all others acting on behalf of the Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of the Agency. The Contractor has no authority to bind or incur any obligation on behalf of the Agency. The Contractor has no authority or responsibility to exercise any right or power vested in the Agency. No agent, officer, or employee of the Agency shall be considered an agent or employee of the Contractor. It is understood by both the Contractor and the Agency that this Agreement shall not under any circumstance be construed or considered to create an employer-employee relationship or a joint venture as between the Contractor and the Agency. The Contractor is and at all times during the Term of this Agreement shall represent and conduct itself as an independent contractor and not as an agent or employee of the Agency. The Contractor shall be responsible to the Agency only for the requirements and results specified in this Agreement, and except as expressly provided in this Agreement, shall not be subject to control by the Agency with respect to the physical action or activities of the Contractor in fulfillment of this Agreement. The Contractor has control over the manner and means of performing the Services. under this Agreement so long as consistent with the requirements of the Program. The Contractor is permitted to provide services to others during the same period Services are provided to the Agency under this Agreement. If necessary, the Contractor has the responsibility for employing other persons or firms to assist the Contractor in fulfilling the terms and obligations under this Agreement. If in the performance of this Agreement any third persons are retained as subcontractors by the Contractor, such persons shall be entirely arid exclusively under the direction, supervision, and control of the Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirements of law shall be determined by the Contractor. The Contractor hereby agrees to indemnify, defend (if requested by Agency), protect and hold the Agency harmless from any and all claims that may be made against the Agency or based upon any contention by any employee of the Contractor or by any third party that an employer-employee relationship or joint venture exists between any person or entity and the Agency, by reason of the performance of any of the Services under this Agreement. Section 9. PAYMENT OF AND TRANSFER OF LOAN FUNDS TO LOAN DISBURSEMENT ACCOUNT. The Agency shall promptly honor each request by the Contractor for the Agency to transfer Loan Funds to the Contractor who will in turn deposit the Loan Funds to the Loan Disbursement Account to fund each approved Loan as submitted by the 4813-0902-989Ll 14 Contractor to the Agency under Section 3(D). Within sixty (60) calendar days following receipt of each request for remittance of the Loan Funds, the Agency shall transfer by bank check to the Contractor such Loan Funds to use as provided herein. Section 10. COMMERCIAL GENERAL LIABILITY INSURANCE. AUTOMOBILE INSURANCE. WORKERS' COMPENSATION INSURANCE. EMPLOYER'S LIABILITY INSURANCE. ERRORS AND OMISSIONS AND PROFESSIONAL LIABILITY INSURANCE. (A) The Contractor shall obtain and keep in force during the term of this Agreement, at its sole cost and expense, the following insurance policies: (i) a commercial general liability policy of insurance with coverage at least as broad as "Insurance Services Office Commercial General Liability Form (GOOOI)", in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence, naming the Agency and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the "Additional Insureds") with said insurance covering comprehensive general liability including, but not limited to, contractual liability, assumed contractual liability under this Agreement, acts of subcontractors, premises-operations, explosion, collapse and underground hazards, if applicable, broad form property damage, and personal injury including libel, slander and false arrest, (ii) comprehensive automobile liability insurance covering owned, non-owned and hired vehicles by or for the Contractor, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence, naming the Additional Insureds as additional insureds on each automobile insurance policy, (iii) workers' compensation insurance in such insurance coverage amounts as statutorily required, or similar insurance in form and amounts required by law, and employer's liability insurance, combined single limit in the amount of One Million Dollars ($1,000,000), and (iv) errors and omissions and professional liability, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence. (B) Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least A: XII in the most current Best's Key Rating Insurance Guide. In no event shall the Contractor be permitted or entitled to assign to any third party rights of action which the Contractor may have against the Agency. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Contractor shall be primary to and shall not be contributing with any insurance carried by the Agency or by the City whose insurance shall be considered excess insurance only. Any insurance which the Agency and/or City may otherwise carry, including self insurance, for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Legal counsel for the Agency must approve each insurance policy required in Section 10(A) of this Agreement. The Contractor waives subrogation and agrees that the Contractor, the Agency and the City are co- insured. The insurer shall have no right of subrogation against the Agency, against the City or against any of the other Additional Insureds. The Additional Insureds shall be named as additional insureds on each insurance policy. 4813-0902-9891.1 15 (C) All insurance which the Contractor shall carry or maintain pursuant to this Section 10 shall be in such form, for such amounts, for such periods of time as the Agency may require or approve. (D) The Contractor shall deliver or cause to be delivered to the Agency concurrently upon the execution of this Agreement an endorsement of the insUrance policies required in this Section 10(A) of this Agreement evidencing the existence of the insurance coverage required by the Agency under Section lO(A) of this Agreement and shall also deliver, no later than thirty (30) calendar days prior to the expiration of any insurance policy, a certificate of insurance evidencing each renewal policy covering the same risks. Section 11. INDEMNIFICATION. (A) The Contractor agrees to indemnify, defend with legal counsel reasonably acceptable to the Agency, protect and hold the City and the Agency, and their respective elected officials, directors, officers, members, managers, consultants, contractors, employees, agents and attorneys, and the successors and assigns of each of them (singularly and collectively, the "Indemnified Parties" which defined term shall also includes the City and the Agency), harmless from and against all actions, causes of action, claims, demands, liabilities, damages, losses, liabilities, obligations, judgments, suits, costs, expenses and fees (including, without limitation, reasonable attorneys' fees, court costs and expert fees of any nature whatsoever), now or hereafter arising from or related to: (i) any act or omission of the Contractor and/or of any of the Contractor's directors, officers, members, managers, consultants, contractors, subcontractors, materialmen, laborers, any other person or entity furnishing or supplying work, services, goods, or supplies in connection with the performance of this Agreement, employees and agents, and the successors and/or assigns of each of them (singularly and collectively, the "Indemnifying Parties" which defined term shall also include the Contractor), in performing, or failing to perform, its obligations hereunder, (ii) any default by the Contractor under this Agreement, subject to any applicable cure period, (iii) any violation by any of the Indemnifying Parties of any Laws, (iv) any warranty or representation made by the Contractor to the Agency in this Agreement that is or becomes false and untrue, (v) death, bodily injury and/or personal injury to any person, (vi) any destruction, loss or damage to real property or personal property, (vii) the presence of any Hazardous Substances at, on, in, above, under or about any Home owned by a Qualified Homeowner resulting, directly or indirectly, from the acts or omissions of any Indemnifying Parties, and/or (viii) the aggravation of any environmental condition by any Indemnifying Parties at, on, in, above, under or about any Home owned by a Qualified Homeowner. Without limiting the Contractor's indemnification of the Indemnified Parties, the Contractor shall provide and maintain, at its sole cost and expense during the term of this Agreement, the insurance described in Section 10(A) of this Agreement. Such insurance shall be provided by insurer( s) satisfactory to the Agency and evidence of such insurance satisfactory to the Agency shall be delivered to the Executive Director no later than the effective date of this Agreement. (B) The Agency shall indemnify, defend (if requested by the Contractor) and hold harmless the Contractor, its agents, officers, and employees, from all claims, loss, demands and liability for damages for personal injury, bodily injury or property damage suffered by reason of 4813-Q902-9891.l 16 any act or omission of the Agency or any of its officers or employees or agents under this Agreement except where such action or omission giving rise to such a claim is caused by or is the result of an action, omission or request of the Contractor and/or of any of the other Indenmifying Parties, or is alleged to arise out of the execution of this Agreement. The provisions of Section 11(A) and Section 11(B) shall survive the execution, delivery, performance, expiration or early termination of this Agreement. Section 12. DEFAULTS AND BREACH - GENERAL. The failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default hereunder; 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. A default shall also occur under this Agreement whenever a representation and/or warranty made in this Agreement is or becomes false or untrue. A default shall also occur under this Agreement whenever a party files, or has filed against it, a petition in bankruptcy, is or becomes insolvent, is unable to pay its debts as they mature, assigns its assets for the benefit of creditors, or a receiver, trustee or custodian is appointed by a court to exercise control over all or substantially all of the assets of the party and such receiver, trustee or custodian is not discharged by the court within sixty (60) calendar days after said appointment date. 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 or 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, and 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 any action or proceeding is brought to enforce the terms hereof or declare rights hereunder, it shall be brought in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The governing law to be applied in any such action or proceeding shall be the law of the State of California. The prevailing party in any such legal proceedings shall be entitled to recover as an element of its costs of bringing such suit, and not as part of its damages, its reasonable attorneys' fees, court costs, expert witness fees and consultant fees and costs. The costs, salary and expenses of the City Attorney and members of his office in such action or proceeding on behalf of the Agency shall be considered as "attorneys' fees" for purposes of this Section. Section 13. NONDISCRIMINATION. During the Contractor's performance of the Services, the Contractor shall not discriminate on the grounds of race, religion, creed, color, national origin, age, ancestry, physical handicap, medical condition, marital status, sex, or sexual 4813.0902-9891.1 17 orientation in the performance of the Services, including, without limitation, in the selection and retention of employees, General Contractors and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Section 14. CONFLICT OF INTEREST. The Contractor warrants, by execution of this Agreement, that it has no interest, present or contemplated, in the Program or in any Home benefited thereby or Work performed on any Home using the Loan and the Loan Funds. The Contractor further warrants that it owns or possesses no interest in real property, business interests or owner of income (other than such amounts of compensation payable by the Agency to the Contractor for the Services under this Agreement) that will be affected by the Program or, alternatively, if such interest exists or arises the Contractor will promptly file with the Agency an affidavit disclosing any such interest. Section 15. AMENDMENTS. All amendments to this Agreement shall be subject to the approval of both parties in the sole discretion of each of them, mutual and in writing. The Executive Director of the Agency is authorized to make non-substantive changes, clarifications, corrections to the Agreement, including budget line item adjustments, provided such actions are approved by legal counsel for the Agency and do not increase the Agency's monetary annual appropriation to the Contractor as approved by the governing board of the Agency. Section 16. TERMINATION. (A) This Agreement may be terminated for any reason by either party who is not then in default upon ten (10) calendar days prior written notice to the other party. In such event, the Contractor shall be entitled to receive compensation for Services pro-rated through the date of such termination, provided that the Services have been rendered. (B) In the event of a termination of the Agreement as a result of a breach, the rights and duties of the parties shall be as set forth in Section 12. (C) In the event of any termination of this Agreement, the Contractor shall promptly return all Loan Funds that have been disbursed by the Agency to the Contractor with the exception of any Loan Funds that have been properly disbursed by the Contractor to or for the benefit of one or more Qualified Homeowners under this Agreement, without charge or expense to the Agency. Section 17. ASSIGNMENT. It is mutually understood and agreed that this Agreement shall be binding upon the Agency and its successors and assigns and upon the Contractor and its successors and assigns. The Agency may assign this Agreement, without obtaining the prior consent or approval of the Contractor. The Contractor may not assign this Agreement without obtaining the prior written consent of the Agency, which written consent may be given or withheld by the Agency in its sole and absolute discretion. Any assignment or attempt to assign this Agreement by the Contractor shall be void. Section 18. NOTICES. Communications, notices, bills, invoices or reports required by this Agreement shall be in writing and shall be deemed to have been given when actually 4813-0902-9891.1 18 delivered, if given by hand delivery or transmitted by overnight courier service, or if mailed, three (3) business days after being deposited in the United States mail, postage prepaid, to the address noted below: Agencv Economic Development Agency of the City of San Bernardino Attention: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 Contractor Neighborhood Housing Services of the Inland Empire, Inc. Attention: Executive Director 1390 North "D" Street San Bernardino, California 92405 Phone: (909) 884-6891 Fax: (909) 889-4085 Either party may change its address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. . Section 19. REPRESENTATION AND WARRANTY OF CONTRACTOR. The Contractor hereby represents and warrants to the Agency as follows: (A) The Contractor is a California nonprofit corporation duly organized, existing, and authorized to transact business in California; (B) the corporate charter and by-laws of the Contractor authorize the Contractor to provide the Services to the Agency and the governing board and membership of the Contractor have previously taken all action necessary to authorize the execution of this Agreement by the Contractor; (C) the Contractor is qualified to perform the Services and shall timely perform and complete the Services in a professional manner. Section 20. CONDITIONS PRECEDENT. The validity and enforcement of this Agreement is subject to the execution and delivery by the Agency and by the Contractor of the following Agreements: (i) the Beautification Grant Program Agreement, (ii) the Mobile Home Grant Program Agreement, and (iii) the First Amendment to the Homebuyer Education Program Agreement. Section 21. LOAN FUNDS AND LOAN DOCUMENTS ARE THE PROPERTY OF THE AGENCY. The Loan Documents for each Loan are the property and asset of the Agency. The Contractor has no property interest in any such Loan Documents and the Contractor shall not transfer, assign or pledge as collateral or claim any other security interest in any such Loan Documents. All of the Loan Documents are the property of the Agency, and the Contractor shall maintain all such Loan Documents in its possession as confidential consumer business records of the Qualified Homeowner. All Loan Funds disbursed by the Agency to the Contractor for the benefit of a Qualified Homeowner are the property of the Agency until paid by the Contractor to the General Contractor upon the completion of the Work at the Home for the account of the Qualified Homeowner under the applicable Loan Documents. 4813-0902-9891.1 19 Section 22. NON-ELIGIBILITY. OF HOMEOWNER. Once the Agency has approved the Loan Application for the Qualified Homeowner and has disbursed the Loan Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement, the Qualified Homeowner now or hereafter shall have no right to apply for and to receive any other grant or loan being provided by the Agency to the general public under any grant or loan program, including, without limitation, any grant being offered by the Agency under the Single Family Beautification Grant Program or under the Mobile Home Grant Program or any loan being offered by the Agency to the general public under the Single Family Rehabilitation Loan Program until: (i) ten (10) years after the date that the Agency has paid the last installment of the Loan Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement, and (ii) the Qualified Homeowner has paid in full the Loan to the Agency in accordance with the Loan Documents or the Agency has discharged and forgiven the Loan by the Qualified Homeowner pursuant to the Loan Documents. Section 23. GENERAL PROVISIONS. This Agreement constitutes the sole agreement between the parties. All prior conversations, agreements or representations relating hereto are integrated in this Agreement. No oral agreement, representation or warranty shall be binding upon the parties. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Failure of any party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. Headings at the beginning of each section or subsection are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to seCtions are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference. If the date on which any action is required to be performed under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. This Agreement may be executed in one or more counterparts each of which shall be an original but all of which together shall constitute but one original Agreement. . This Agreement may be executed by facsimile signatures, and each facsimile counterpart when taken together shall be deemed an original Agreement. 4813-0902-9891.1 20 IN WITNESS WHEREOF, the Contractor and the Agency have caused this Agreement to be duly executed on the date first above written. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Content: \j~ ~V-- Agency nse CONTRACTOR Neighborhood Housing Services of the Inland Empire, Inc., a California nonprofit corporation Date: (I) - d.- 9 ~o 7 B~ Name:. , . If (J~ Title: Executive Director Date: By: Name: Title: 48IJ-0902-989L1 21 EXHffiIT"A" 2009 Income Limits 4813-0902-9891.1 22 EXHIBIT "B" 4813.Q902-9891.1 23 EXHmIT "C" SCOPE OF SERVICES (Description of Program) A. Contractor's Administration Annual Fee The Agency shall annually compensate the Contractor the total sum of Fifty Thousand Dollars ($50,000.00) for the administration and the implementation of the Program herein and for the Services rendered under this Agreement, subject to the annual approval and appropriation by the United States Department of Housing and Urban Development ("HUDn). The Contractor shall invoice the Agency monthly in equal installments of Four Thousand One Hundred Sixty-Seven Dollars ($4,167.00), in the aggregate annual amount of $50,000.00). B. Sin2le Familv Residence Rehabilitation Loan Pro2ram (the "Pro2ram") ($550,000.00) The Contractor shall accept the Loan Applications from respective Qualified Homeowner applicants to determine income and improvement eligibility (see Exhibit "An to this Agreement), to determine equity in the Home and to verify ownership and length of ownership by obtaining a preliminary title report or other pertinent documentation from a reputable title company. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or in the Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as needed, first- come, first-served basis, to Qualified Homeowners throughout the City of San Bernardino. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application ahead of other Loan Applications subject to the approval by the Executive Director. The Improvements allowed under the Program are described in Section "Cn below of this Scope of Services. C. Elieible Improvements Permitted under the Pro2ram The following types of Improvements are permitted in connection with the Program: (i) roof repairs and re-roof or overlay, (ii) exterior and interior painting, including, without limitation, lead testing, (iii) drought tolerant landscaping (irrigation system, with hydro seeds, sod or artificial turf), (iv) window replacement, (v) carpet replacement and/or finished flooring replacement, (vi) HV AC system, (vii) electrical work, (viii) Sewer Repairs, (ix) termite repairs, (x) exterior concrete hardscape such as sidewalks, driveways, curbs, gutters, hand railings or ramps, (xi) door or window screens repairs or replacements, (xii) tub, shower, toilet repairs or replacements, (xiii) foundation or structural repairs, (xiv) fencing or (xv) installation of alternative energy sources, including, without limitation, solar panels. The Improvements must relate to health and safety code violations (i.e., blown sewer lines, septic tank destruction, etc.). In connection with each Loan Application for Sewer Repairs, the Agency shall have the right to determine whether or not such Sewer Repairs shall be made from funds disbursed by the Agency 4813-0902-9891.1 24 from Loan Funds under the Program or from grant funds disbursed by the Agency to an applicant under the Single Family Beautification Grant Program, or under any other then existing grant program. Should the Agency determine that the Sewer Repairs will need to be disbursed by the Agency from grant funds pursuant to the Single Family Beautification Grant Program, or any other then existing grant program, the Contractor shall advise the applicant, in writing, that the applicant will need to prepare, to execute and to submit a new grant application to the Contractor under the Single Family Beautification Grant Program, or under any other then existing grant program, which grant application, without limitation, shall request the Agency to make a grant to the applicant to permit the applicant to make and to complete the Sewer Repairs. The maximum amount of the Loan permitted under the Program is the Loan Amount per Home, without the prior written approval of the Executive Director. D. Applicant Elil!ibilitv Requirements for the Prol!ram 1. Qualified Homeowner must be an owner and occupant of the Home, as its principal residence, for a minimum period of one (1) year; on a case-by-case basis, and depending on the circumstances, this one (1) year requirement may be waived by the Executive Director or his/her designee; the Contractor shall obtain evidence of ownership and length of ownership and residency. 2. Qualified Homeowner must execute and complete a Loan Application and must deliver and submit the Loan Application, as fully executed and completed, to the Contractor. The Contractor shall receive, review, verify and approve or reject the Loan Application. If the Loan Application is not acceptable to the Contractor, the Contractor shall notify the applicant in writing within ten (10) business days from the receipt by the Contractor of the Loan Application and the Contractor shall provide the applicant with the reasons for the rejection by the Contractor. 3. Qualified Homeowner must have a personal or household income level, adjusted for family size, during the twelve (12) months preceding the date of submission of the Loan Application to the Contractor within the ranges of income for low-moderate income households, adjusted for family size, as set forth in Exhibit "A" to this Agreement. . 4. Qualified Homeowner must agree to: (i) attend a Maintenance Class conducted by the Contractor, (ii) live in the Qualified Homeowner's Home, as its principal residence, for not less than ten (10) years after the recordation of the Maintenance Agreement Covenant in the County Recorder's Office, and (iii) to maintain the Home in accordance with the Maintenance Agreement Covenant for not less than ten (10) years after the recordation of the Maintenance Agreement Covenant in the County Recorder's Office. 5. Qualified Homeowner must execute and acknowledge, where appropriate, the Loan Documents. The Qualified Homeowner, without limitation, shall execute and notarize the Deed of Trust and the Maintenance Agreement Covenant and the Contractor or the Agency shall record, or shall cause the recordation of, the Deed of Trust and the Maintenance Agreement Covenant in the County Recorder's Office. 4813-0902-989 Ll 25 6. Qualified Homeowner must not have received any grant or loan from the Agency for a period often (10) years prior to the submission by the Qualified Homeowner to the Contractor and/or to the Agency of the Loan Application. E. Guidelines The Contractor shall conduct, administer, implement, comply with and perform the following guidelines in connection with the Program: 1. The Contractor shall administer and implement the Program herein and shall utilize the applicable and pertinent sections of the Agency's Loan Policies and Procedures Manual for guidance on processing and packaging all Loans under this Agreement, if applicable, under the direction of the Executive Director. 2. The Contractor shall accept the Loan Applications from respective Qualified Homeowner applicants to determine income and improvement eligibility, to determine equity in the Home, and to verify ownership and length of ownership by obtaining a preliminary title report or other pertinent documentation from a reputable title company. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or the Target Areas specifically determined and desigoated by the Agency or, if no Target Area or no Target Areas are specifically determined and desigoated by the Agency, then on an as needed, first-come, first-served basis, to Qualified Homeowners throughout the City of San Bemardino. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application on an urgent basis ahead of other Loan Applications subject to the approval of the Executive Director. 3. The Contractor shall inspect eligible Homes and properties to determine the type of health and safety and code violation repair work needed, including asbestos and lead-based paint removal, the age and overall condition of the Home and to ensure that all Homes repaired or improved under the Program when completed are aesthetically pleasing and in compliance with all Laws. 4. The Contractor shall prepare and complete Work write-ups, cost estimates, and bid packages for the Improvements to be constructed, installed, performed and completed for each Qualified Homeowner's Home. 5. The Contractor shall ensure that all Improvements and/or Work constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home shall be constructed, installed, performed and completed by pre-qualified State licensed General Contractors and/or State licensed subcontractors. The Contractor shall also require that each General Contractor and/or subcontractor constructing, installing, performing and/or completing the Improvements and/or the Work in connection with the Qualified Homeowner's Home under the Program shall possess a current business license in the City and shall possess a current license with the State of California Contractor's License Board. The Contractor shall be required, whenever feasible, to obtain a minimum of three (3) bids from General Contractors for 4813-0902-9891.1 26 all hnprovements and/or for all Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home. All bids shall be made available by the Contractor to the Qualified Homeowner for review. All hnprovements and/or Work constructed, installed, performed and/or completed by General Contractors and/or by subcontractors in connection with the Qualified Homeowner's Home shall be approved and authorized by the Qualified Homeowner, and shall be completed within a specified timeframe acceptable to the Qualified Homeowner and the General Contractors and/or the subcontractors. 6. The Contractor shall solicit bids for the construction, installation, performance and/or the completion of the Improvements and/or of the Work in connection with the Qualified Homeowner's Home from a list of pre-approved General Contractors. The Contractor shall assist the Qualified Homeowners with the selection of a General Contractor, and shall assist the Qualified Homeowner in connection with the execution of the General Contractor Agreement, including, without limitation, a determination as to the scope of the hnprovements and/or of the scope of Work to be constructed, installed, performed and/or completed by the General Contractor, any schedule of performance, other schedules, conduct pre-construction and walk- through conferences. 7. Prior to the execution of the General Contractor Agreement and prior to any funding by the Contractor of any Loan Funds to the General Contractor for the proposed hnprovements and/or Work to be constructed, installed, performed and/or completed, the Contractor and the members of the Agency application review committee (the "Application Review Committee") appointed and assigned by the Agency to approve, administer and oversee the construction, the installation, the performance and/or the completion of the hnprovements and/or of the Work shall meet on one or more occasions to discuss the hnprovements and/or the Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home and the methodology used or to be used to identify, quantify and assist the Qualified Homeowner. 8. The Contractor and the Qualified Homeowner must review, approve, execute and acknowledge, where designated, the Loan Documents. The Loan Documents shall include, without limitation, the following: (i) the Note, which shall be executed by the Qualified Homeowner in favor of the Agency and (ii) the Deed of Trust and the Maintenance Agreement Covenant which Deed of Trust and Maintenance Agreement Covenant must be executed and acknowledged, where designated, by the Agency and by the Qualified Homeowner and each must be recorded by the Contractor or by the Agency in the County Recorder's Office. The General Contractor and/or any subcontractor cannot commence the construction, the installation, the performance and/or the completion of the hnprovements and/or of the Work in connection with a Qualified Homeowner's Home until: (i) the Loan Documents have been executed and acknowledged, where appropriate, by the Agency and by the Qualified Homeowner, and (ii) all recordable instruments, documents and/or agreements in connection with the Loan, including, without limitation, the Deed of Trust and the Maintenance Agreement Covenant have been recorded by or for the Contractor or the Agency in the County Recorder's Office. 9. The General Contractor shall obtain one or more permits as required by applicable Laws to construct, install, perform and/or complete the hnprovements and/or the Work at the Qualified 4813-0902-9891.1 27 Homeowner's Home. At the time that the Contractor submits an invoice to the Agency for payment of all or a portion of the Loan Funds in connection with the Loan made by the Agency to the Qualified Homeowner, the Contractor shall provide the Agency with a copy of each permit that is or will be required to construct, to install, to perform and/or to complete the Improvements and/or the Work in connection with the Qualified Homeowner's Home. The Agency shall have no obligation to pay any invoice submitted by the Contractor to the Qualified Homeowner until the Agency has received and approved each permit issued for the Improvements and/or for the Work completed by the General Contactor and/or by the subcontractor and identified in the InVOice. 10. The Contractor shall inspect and monitor the Improvements and/or the Work while in progress and shall supervise the payment invoice procedures to ensure that all General Contractors and subcontractors are meeting obligations and that progress payments and retentions are paid in a timely manner. 11. The Contractor shall receive and collect from the General Contractors and/or from the subcontractors an executed lien release under one of the following lien releases, as appropriate: (i) an unconditional waiver and release upon progress payment, or (ii) an unconditional waiver and release upon final payment. The Contractor shall not make the final payment of the remaining Loan Funds to any General Contractor until the General Contractor and/or all subcontractors have executed and the Contractor has received the conditional waiver and release upon final payment or the unconditional waiver and release upon final payment. 12. The Contractor shall coordinate final inspection and payment of the General Contractor Agreement retention with the Qualified Homeowner, with the General Contractor and with the Agency. The contract retention shall not be paid by the Contractor to the General Contractors and/or to the subcontractors until all time periods for filing liens have expired and no liens have been filed under applicable Laws. 13. Prior to the payment by the Contractor of the Loan Funds, or any portion thereof, to the General Contractor, for the construction, for the installation, for the performance and/or for the completion of the Improvements and/or of the Work in connection with a Qualified Homeowner's Home, the Contractor shall notify the Agency that the Contractor has received an invoice for payment. Within ten (10) business days from receipt by the Contractor of the invoice, the Contractor and the Agency shall inspect and approve the Improvements and/or the Work identified in the invoice and constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractor. The Contractor shall not pay any such invoice for the construction, installation, performance and/or completion of the Improvements and/or of the Work until the Contractor and the Agency have inspected and approved, in writing, the Improvements and/or the Work constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractors. The Agency reserves the right to approve payment of an invoice in circumstances when no physical inspection is needed as determined by the Agency in its sole and absolute discretion (i.e., fumigation for termites). 14. The Contractor shall maintain accurate records for inspection by the Agency concerning income and program occupancy of all persons obtaining assistance from the Contractor pursuant 4813-0902-9891.1 28 to this Agreement including, but not limited to, the Loan Application and the other Loan Documents, proof of ownership, income verification, comparables or appraisals and/or Work write-ups. The original Loan Documents shall be executed and acknowledged, where appropriate, by the Agency and by the Qualified Homeowner, shall be for the benefit of the Agency and shall be transmitted by the Contractor to Agency in connection with each Loan made by the Agency to the Qualified Homeowner. 15. The Contractor shall also provide quarterly reports to the Agency, or as otherwise required by the Agency, upon the request of the Executive Director to the Contractor. 16. From time to time, the Agency and the Contractor shall coordinate inspection of the Improvements and/or of the Work at the Qualified Homeowner's Home to ensure that the Improvements and/or the Work are performed, installed, constructed and completed in a good workmanlike manner and in accordance with all applicable Laws. 17. The Contractor shall provide any and all services required by the Executive Director or his/her designee, in order to effectively implement and complete the Services under this Agreement. 18. Prior to the disbursement by the Agency of the Loan Funds, or any portion thereof, to, or for the benefit of, the Qualified Homeowner pursuant to the Loan that has been awarded by the Agency to the Qualified Homeowner, the Contractor must fully comply with, verify and confirm, to the satisfaction of the Agency, that all tasks, matters, items, events, and conditions listed on the checklist (the "Checklist") have been fully performed and satisfied, unless specifically waived in writing by the Agency in connection with such Loan. The Checklist shall not be interpreted to limit or to restrict the Agreement, in any manner whatsoever. The Checklist is attached hereto and incorporated herein by this reference as Exhibit "D". 4813-0902-9891.1 29 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO SINGLE F AMIL Y BEAUTIFICATION GRANT PROGRAM AGREEMENT (Low-Moderate Housing Fund) TillS SINGLE F AMIL Y BEAUTIFICATION GRANT PROGRAM AGREEMENT (the "Agreement") is made and entered into this 6th day of July 2009 (the "Effective Date"), by and between the NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., a California non-profit corporation (the "Contractor") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic. The Agency and the Contractor agree as follows: RECITALS WHEREAS, the Agency and the Contractor have previously entered into the Single Family Beautification Loan/Grant And Mobile Home Grant Programs (Low-Moderate Housing Fund and HOME Fund), dated as of February 7, 2005, as modified by that certain Amendment No. I To The Single-Family Beautification Loan/Grant And Mobile Home Grant Program, dated as of June 4, 2007, by and between the Agency and the Contractor (collectively, the "Loan and Grant Agreement"); and WHEREAS, the Loan and Grant Agreement provides for the following: (i) loan funds (the "Rehabilitation Loan Program") and grant funds (the "Beautification Grant Program") to low-moderate income homeowners who reside in the City of San Bernardino (the "City"), in the County of San Bernardino (the "County"), in the State of California (the "State") to permit such homeowners to undertake certain housing rehabilitation and correction work, including, without limitation, asbestos and lead containing materials abatement work, handicap accessibility improvements and utility energy improvements as described in the Loan and Grant Agreement, to one family dwellings owned and occupied by such low-moderate homeowners, and (ii) grant funds (the "Mobile Home Grant Program") to low-income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with the Loan and Grant Agreement); and WHEREAS, the Agency and the Contractor have previously entered into the Home Agreement, dated June 4, 2007 (the "Homebuyer Education Program Agreement"), wherein the Contractor, without limitation, administers, implements and conducts a Homebuyer Education Program (as defined therein); and WHEREAS, the Rehabilitation Loan Program, the Beautification Grant Program, the Mobile Home Grant Program and the Homebuyer Education Program promote and expand the supply of affordable housing in the City and foster the elimination and prevention of blight; and WHEREAS, the Agency and the Contractor would like to amend the Homebuyer Education Program Agreement pursuant to the First Amendment (as defined below) and to 4825.1757.9267.1 I execute, to deliver and to perform under a new and separate agreement for each of the Rehabilitation Loan Program, for the Beautification Grant Program and for the Mobile Home Grant Program; and WHEREAS, the Agency and the Contractor desire to terminate the Loan and Grant Agreement and to replace the Loan and Grant Agreement with the following three (3) new and separate agreements: (i) this Agreement which provides grant funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described in this Agreement, to one family dwellings owned and occupied by such low-moderate homeowners, (ii) the Single Family Rehabilitation Loan Program Agreement (the "Rehabilitation Loan Program Agreement") which provides loan funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described therein, to one family dwellings owned and occupied by such low-moderate homeowners, and (iii) the Mobile Home Grant Program Agreement (the "Mobile Home Grant Program Agreement") which provides grant funds to low- income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with such Mobile Home Grant Program Agreement; and WHEREAS, the Agency and the Contractor have determined that this Agreement, the Rehabilitation Loan Program Agreement, the Mobile Home Grant Program Agreement and the Homebuyer Education Program Agreement, as amended, will promote and expand the supply of affordable housing in the City and will foster the elimination and prevention of blight; and WHEREAS, the Loan and Grant Agreement shall not be terminated until the Agency and the Contractor have entered into and executed this Agreement, the Rehabilitation LOan Program Agreement, the Mobile Home Grant Program Agreement and the Amendment No. I (the "First Amendment") to the Homebuyer Education Program Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE AGENCY AND OF THE CONTRACTOR IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE AGENCY AND BY THE CONTRACTOR, THE AGENCY AND THE CONTRACTOR AGREE AS FOLLOWS: Section 1. DEFINITIONS OF CERTAIN TERMS. In addition to the words and phrases, which are defined in the Recitals of this Agreement and/or in this Agreement, the following words and terms shall have the meaning set forth below: "Countv Recorder's Office" means and refers to the county recorder's office for the County of San Bernardino, State of California. "Environmental Laws" mean and refer to all applicable federal, state, municipal and local laws, statutes, codes, ordinances, rules, regulations, orders and judgments relating to the 4825-1757-9267.1 2 protection or clean-up of the environment, the use, treatment, storage, transportation, generation, manufacture, processing, distribution, handling or disposal of, or emission, discharge or other release or threatened release of hazardous substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, the health and safety of persons, or the protection of the health and safety of employees, now or hereafter existing, as the same may be amended, modified or supplemented from time to time, including, without limitation: the Clean Air Act, as amended, 42 D.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 D.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 D.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 D.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 D.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 D.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 D.S.C. Section 11001 et seq.; the Safe Drinking Water Act, as amended, 42 D.S.C. Section 300f et seq.; the California Health and Safety Code (Section 25100 et seq., Section 25249.5 et seq., Section 39000 et seq.); the California Water Code (Section 13000 et seq.); the California Environmental Quality Act ("CEQA"); the California Public Resources Code; all comparable state and local laws, laws of other jurisdictions or orders and regulations; and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, as now or may at any time hereafter be in effect. "Executive Director" means and refers to the Interim Executive Director of the Agency and his or her authorized representatives, or designees. "General Contractor Agreement" means and refers to the Single Family Beautification Grant Program General Contractor Agreement by and between the Qualified Homeowner and the contractor identified therein (the "General Contractor") as approved, in writing, by the Contractor. The General Contractor Agreement relates, without limitation, to the construction, installation and completion by the General Contractor of the Work described in the General Contractor Agreement. The General Contractor Agreement shall be executed by and between the Qualified Homeowner and the General Contractor and shall be accepted, in writing, by the Contractor. The General Contractor Agreement shall be substantially similar to the General Contractor Agreement attached hereto and incorporated herein by this reference as "Exhibit "_ ". "Grant" means and refers to each grant transaction approved, granted and made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Each Grant made by the Agency to the Qualified Homeowner may not exceed Ten Thousand Dollars ($10,000); provided, however, in connection with a Grant in the amount of $10,000 made by the Agency to the Qualified Homeowner, for every dollar paid by the Qualified Homeowner in excess of the $10,000 Grant Funds amount that has been disbursed by the Agency and paid to the General Contractor or to any sub- contactors in accordance with the Program to complete the Improvements, the Agency 4825-\757-9267.\ 3 shall provide a dollar-for-dollar match not to exceed an additional Five Thousand Dollars ($5,000), in the aggregate. In no event shall the Grant Funds paid by the Agency for the benefit of the Qualified Homeowner to complete the Improvements in connection with the Horne exceed Fifteen Thousand Dollars ($15,000), in the aggregate, without the prior written approval of the Executive Director. The Qualified Homeowner shall pay all amounts that exceed the Grant Funds paid by the Agency for the benefit of the Qualified Homeowner under the Program to enable the Qualified Homeowner to complete the Improvements in connection with the Qualified Homeowner's Horne. For each year during the term of this Agreement, the Contractor will attempt to approve, complete, process and finalize eighty-seventy (87) Grants. "Grant ADDlication" means and refers to the Single Family Beautification Grant Program Application as fully completed and executed by the Qualified Homeowner. The Grant Application shall be submitted by the Qualified Homeowner to the Contractor and the Contractor shall verify that the Grant Application is complete. Each Grant Application shall contain the information relating to the Qualified Homeowner and the proposed use of the Grant Funds by the Qualified Homeowner together with a current preliminary title report or other proof of title acceptable to the Agency for the Horne. The Contractor shall require all Qualified Homeowners to complete the Grant Application substantially similar to the Grant Application attached hereto and incorporated by reference as Exhibit "_." "Grant Disbursement Account" means and refers to a separate custodial deposit account, which the Contractor shall establish with an FDIC-insured depository institution for the receipt and disbursement of the Grant Funds in connection with the approval, granting and making by the Agency to the Qualified Homeowner of the Grant under the Program in accordance with this Agreement. Such deposit account agreement among the Contractor, the Agency and such depository institution shall be in a form and substance as reasonably satisfactory to the Agency. The Contractor shall create and maintain a separate Grant Disbursement Account for each Grant approved, granted and made by the Agency for the benefit of each Qualified Homeowner. No other funds of the Contractor shall be deposited or co-mingled in the Grant Disbursement Account. The Contractor shall serve as the trustee of the Agency in the administration of all of the Grant Funds or deposit in each Grant Disbursement Account, including any interest as may accrue thereon. "Grant Documents" mean and refer to the following: (i) the Grant Application, (ii) the Maintenance Grant Needs Document, (iii) the Grant Disclosure, (iv) the Grant Services Agreement, (v) the Maintenance Agreement Covenant, (vi) the Homeowner's Release and Waiver, and (vii) this Agreement and such other agreements, documents, instruments and/or certifications relating to or in connection with the Grant to the Qualified Homeowner, the Grant Funds and/or the Grant Disbursement Account. "Grant Funds" mean and refer to the funds delivered by the Agency to or for the benefit of a Qualified Homeowner in connection with the Grant that the Agency has approved and granted to the Qualified Homeowner in accordance with this Agreement. Each Grant made by the Agency to the Qualified Homeowner may not exceed Ten Thousand Dollars 4825-1757-9267.1 4 ($10,000); provided, however, in connection with a Grant in the amount of $1 0,000 made by the Agency to the Qualified Homeowner, for every dollar paid by the Qualified Homeowner in excess of the $10,000 Grant Funds amount that has been disbursed by the Agency and paid to the General Contractor or to any subcontactors in accordance with the Program to complete the Improvements, the Agency shall provide a dollar-for-dollar match not to exceed an additional Five Thousand Dollars ($5,000), in the aggregate. In no event shall the Grant Funds paid by the Agency for the benefit of the Qualified Homeowner to complete and perform the Improvements in connection with the Qualified Homeowner's Home exceed Fifteen Thousand Dollars ($15,000), in the aggregate, without the prior written approval of the Executive Director. The Qualified Homeowner shall timely pay all amounts that exceed the Grant Funds paid by the Agency to or for the benefit of the Qualified Homeowner under the Program in order to construct, install, perform and/or complete the Improvements in connection with the Qualified Homeowner's Home. "Grant Services Agreement" means and refers to the Single Family Beautification Grant Program Grant Services Agreement by and between the Qualified Homeowner and the Contractor. The Grant Services Agreement, without limitation, notifies the Qualified Homeowner that the Agency has awarded the Grant to the Qualified Homeowner, restates and certifies the Program qualifications and guidelines, identifies the role of the Contractor and restates the Qualified Homeowner's duties and responsibilities under the Program. The Grant Services Agreement must be executed by the Qualified Homeowner and by the Contractor and must be substantially similar to the Grant Services Agreement attached hereto and incorporated herein by this reference as Exhibit "_". "Hazardous Substances" mean and refer to any pollutant, contaminant, waste and any toxic, carcinogenic, reactive, corrosive, ignitable, flammable or infectious chemical, chemical compound or substance or otherwise hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any quantity of asbestos, urea formaldehyde, PCBs, radon gas, lead, lead-based paint, crude oil or any fraction thereof, all forms of natural gas, petroleum products, by-products or derivatives, radioactive substances, methane, hydrogen sulfide or materials, pesticides, waste waters, or sludges, any of the above of which are subject to regulation, control or remediation under any Environmental Laws. "Home" means and refers to the land and a one family dwelling located in the City, owned by the Qualified Homeowner and resided in by the Qualified Homeowner as its principal residence. For purposes of this Agreement, a Home shall not include any duplex, triplex or four-plex dwelling located in the City. "Homeowner's Release and Waiver" means and refers to the Homeowner's Release and Waiver, as executed by the Qualified Homeowner and the Contractor. The Homeowner's Release and Waiver provides, without limitation, that the Contractor shall be permitted to display yard signs at the Qualified Homeowner's Home and that the Contractor shall be permitted to photograph or videotape the Qualified Homeowner's Home. The Homeowner's Release and Waiver shall be substantially similar to the Homeowner's 4825-1757-9267.1 5 Release and Waiver attached hereto and incorporated herein by this reference as Exhibit " " "hnorovements" mean and refer to the following types of eligible improvements (primarily for non-health and safety code violations) to the Qualified Homeowner's Home that will be permitted under the Program: (i) window and front door replacement, (ii) driveway repairs, replacements or enhancements, (iii) garage door replacement, (iv) exterior painting, (v) drought tolerant landscaping including automatic sprinklers, grass seed, and planting materials (front yard only), (vi) replacement of existing fence with wrought iron, vinyl, wood or block fencing (front yard only), (vii) parkway enhancements such as stamped concrete, trees and landscape plantings, (viii) any roof repairs or replacement, or (ix) any sewer repairs or sewer installation (the "Sewer Repairs"). In connection with each Grant Application for Sewer Repairs, the Agency shall have the right to determine whether or not such Sewer Repairs shall be made from funds disbursed by the Agency from Grant Funds under the Program or from loan proceeds disbursed by the Agency to an applicant under the Single Family Residence Rehabilitation Loan Program, or under any other then existing loan program. Should the Agency determine that the Sewer Repairs will need to be disbursed by the Agency from loan proceeds pursuant to the Single Family Residence Rehabilitation Loan Program, or any other then existing loan program, the Contractor shall advise the applicant, in writing, that the applicant will need to prepare, to execute and to submit a new loan application to the Contractor under the Single Family Residence Rehabilitation Loan Program, or under any other then existing loan program, which loan application, without limitation, shall request the Agency to make a loan to the applicant to permit the applicant to make and to complete the Sewer Repairs. "Laws" mean and refer to all federal, state, municipal and local laws, statutes, codes, ordinances, regulations, rules, orders or judgments, now or hereafter in effect, as amended from time to time, including, without limitation, the Environmental Laws, all applicable building, plumbing, mechanical, electrical and health and safety codes and City ordinances. "Lead Based Paint Acknowledgment" means and refers to the "Lead Based Paint Acknowledgment of Receipt" as executed by the Qualified Homeowner and the General Contractor. The Lead Based Paint Acknowledgment acknowledges receipt by the Qualified Homeowner of the Lead Based Paint Pamphlet from the General Contractor. The Lead Based Paint Acknowledgment is attached hereto and incorporated herein by this reference as Exhibit" ". "Lead Based Paint Disclosure" means and refers to the "Lead Based Paint Disclosure" by and between the Qualified Homeowner and the General Contractor. The Lead Based Paint Disclosure is to be executed by the General Contractor and by the Qualified Homeowner and is attached hereto and incorporated herein by this reference as Exhibit " " 4825-1757-9267.1 6 "Low-Moderate Income Housing Funds" mean and refer to the Low-Moderate Income Housing Funds that the Agency intends to use to make the Grant to or for the benefit of the Qualified Homeowner in accordance with this Agreement and with Health and Safety Code Section 33334.3 et seq. The Agency and the Contractor will offer the Grant to a Qualified Homeowner who earns not more than 120% of the current annual median income for the San Bernardino County area, adjusted for family size (as those terms are defined by California Health and Safety Code Section 50053.5) as further illustrated in Exhibit "A" of this Agreement (the "2009 Income Limits") and are subject to annual adjustments. "Maintenance Agreement Covenant" means and refers to the "Residential Property Maintenance Agreement Containing Covenants Affecting Real Property (Single Family Beautification Grant Program) by and between the Agency and the Qualified Homeowner. The Maintenance Agreement Covenant provides, without limitation, for maintenance-related duties and obligations to be performed and completed by the Qualified Homeowner in connection with the Qualified Homeowner's Home. The Maintenance Agreement Covenant shall be executed and acknowledged by and between the Agency and the Qualified Homeowner, and must be in recordable form for recordation by the Contractor or by the Agency in the County Recorder's Office. The Maintenance Agreement Covenant must be substantially similar to the Maintenance Agreement Covenant attached hereto and incorporated herein by this reference as Exhibit " " "Maintenance Class" means and refers to the maintenance class conducted by the Contractor and attended by the Qualified Homeowners after the Agency has approved the Grant to a Qualified Homeowner. In the Maintenance Class, the Qualified Homeowner shall leam, without limitation, to properly maintain the Qualified Homeowner's Home and/or the Improvements to be constructed, installed, performed and completed thereon. "Maintenance Grant Needs Document" means and refers to the Maintenance Grant Needs Document, as fully completed and executed by the Qualified Homeowner in connection with the Program. . The Maintenance Grant Needs Document is attached hereto and incorporated herein by this reference as Exhibit" ". "Program" means and refers to the program created, administered and maintained by or for the Agency in connection with the Grant, the disbursement by the Agency to the Contractor of the Grant Funds to or for the benefit of each Qualified Homeowner in accordance with this Agreement and the performance and completion by the Contractor of the Services. Upon written notice from the Agency, the Contractor shall offer the Program to Qualified Homeowners in the specific Target Area or Target Areas as may be designated, in writing, by the Agency to the Contractor from time to time during the term of this Agreement. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City for the term of this Agreement. However, in case of an emergency, of an urgent need or of a life-threatening situation, the 4825-1757-9267.1 7 Contractor may process a Grant Application ahead of other Grant Applications subject to the approval by the Executive Director. "Oualified Homeowner" means and refers to: (i) a person or household which owns and occupies its Home as its principal residence within the City or within the Target Area or the Target Areas of the City, as may be specifically designed, in writing, from time to time by the Agency for at least twelve (12) continuous months preceding the date of submission of its Grant Application and its Maintenance Needs Application Document to the Contractor, (ii) has a personal or household income level, adjusted for family size, during the twelve (12) months preceding the date of submission of its Grant Application and its Maintenance Needs Application Document to the Contractor within the ranges of income for low-moderate income households, adjusted for family size, as set forth in Exhibit "A", (iii) must complete, execute and submit the Grant Application and the Maintenance Needs Application Document to the Contractor, (iv) must agree to attend the Maintenance Class conducted by the Contractor, (v) must agree to live in its Home, as its principal residence, for not less than five (5) years after the recordation of the Maintenance Agreement Covenant in the County Recorder's Office, (vi) must execute and acknowledge, where appropriate, all Grant Documents, (vii) must agree to maintain the Home pursuant to the Maintenance Agreement Covenant for a period of ten (10) years following the recordation of such Maintenance Agreement Covenant in the County Recorder's Office, and (viii) must not be the recipient of a loan or other grant from the Agency for the past ten (10) years. On a case-by-case basis, the Executive Director of the Agency, in its sole and absolute discretion, may waive this one (1) year residency requirement. "Services" mean and refer, without limitation, to the Program origination, the preparation, execution and delivery of the Grant Documents, the Grant Fund disbursement control, related accounting, Work monitor (course of construction builder . contract) services and other services to be provided by the Contractor to or for the benefit of the Agency in accordance with this Agreement. The various elements of the Services are more fully set forth in the "Scope of Services" attached hereto as Exhibit "C." For each year of the Agreement, the Contractor will attempt to approve, complete, process and finalize eighty-seventy (87) Grants to Qualified Homeowners. "Target Area" or "Target Areas" mean and refer to the specific area, areas, neighborhood or neighborhoods in the City in which the Agency has instructed the Contractor to offer the Program to Qualified Homeowners to better maximize the effectiveness of the Grant Funds, or in any other specific area, areas, neighborhood or neighborhoods hereinafter created by the Agency and/or throughout the City (excluding County territory), as amended from time to time by the Agency in its sole and absolute discretion. Should the Agency request the Contractor to offer the Program to a specific Target Area or to specific Target Areas, the Agency shall consult with and provide in writing the Target Area or the Target Areas to the Contractor. The Contractor shall then offer the Program to Qualified Homeowners in the specific Target Area or Target Areas until the Contractor is otherwise advised in writing from the Agency, as such Target Area or Target Areas 4825-1757-9267.\ 8 may be adjusted and amended from time by the Agency in its sole and absolute discretion. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval of the Executive Director. "Work" means and refers, without limitation, to the Improvements, or any part thereof, to be constructed, installed, performed and/or completed by a state-licensed General Contractor on each Home pursuant to the terms, covenants and conditions of the General Contractor Agreement. Only the Improvements and/or the items of Work set forth in the General Contractor Agreement shall be authorized for payment by the Contractor, up to the maximum amount authorized under the terms of the Program for such Improvements, or any part thereof. Any costs of Improvements and/or of Work in excess of the maximum amount of the Program (which are not the fault of such General Contractor) shall be paid for by the Qualified Homeowner unless approved in writing by the Executive Director. Section 2. Contractor and the Agreement. PERFORMANCE BY CONTRACTOR AND BY AGENCY. The Agency agree to perform the terms, covenants and conditions of this Section 3. SCOPE OF SERVICES. The Contractor agrees to provide the Services to the Agency as set forth herein and as described in the Scope of Services attached hereto as Exhibit "C" for the Program.. Promptly following the date of approval of this Agreement by the governing board of the Agency, the Contractor, without limitation, shall or will continue to: (A) cause the Grant Disbursement Account to be established, or maintained, and the general form of an FDIC - insured deposit account agreement acceptable to the Agency to be fully executed by the Contractor, by the depository institution and by the Agency within thirty (30) calendar days following the date of approval of this Agreement; (B) continue to use the general form of the Grant Application in connection with an application by a Qualified Homeowner for the approval by the Agency to the Qualified Homeowner of the Grant under the Program in accordance with this Agreement. The applicant for the Grant must submit to the Contractor federal and state income tax returns filed by the applicant with the appropriate taxing authorities for the past two (2) years which tax returns must be acceptable to the Contractor in its sole and absolute discretion; (C) subject to the completion of the tasks described in Section 3(A) and in Section 3(B) above, continue the process of receiving and reviewing Grant Applications and provide the Services as provided for in the Agreement. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or the Target Areas specifically 4825-1757-9267.1 9 determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as needed, first-come, first-served basis, to Qualified Homeowners throughout the City; provided, however, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval of the Executive Director; (D) transmit a copy of a completed set of the Grant Documents to the Executive Director of the Agency, together with: (i) a recommendation from the Contractor to the Agency to approve the Grant Application and the Grant to the Qualified Homeowner, and (ii) a request from the Contractor to the Agency for a transfer of the Grant Funds by the Agency for the account of the Qualified Homeowner. The Executive Director shall either authorize the funding of such Grant or reject the request for funding on behalf of the Agency within ten (10) business days of receipt from the Contractor. Any rejection of a Grant Application shall be in writing and shall state the reasons for such action. Each acceptance of a Grant Application by the Agency shall be evidenced by the signature of the Executive Director of the Grant Documents, where designated. All Grant Documents shall be executed, acknowledged, where designated, and completed by the Qualified Homeowner and by the Contractor, and the disbursement of Grant Funds by the Agency to or for the benefit of the Qualified Homeowner shall occur within sixty (60) calendar days following the date of submission by the Contractor to the Executive Director of the funding request, or the Grant Documents shall be of no further force or effect; (E) no fees, charges or expenses shall be payable by any applicant to the Contractor or to the Agency for a Grant, except from the Grant Funds, nor shall the Contractor charge a Qualified Homeowner for any cost or service in connection with the origination or subsequent administration of the Grant during the time the Improvements and/or the Work is constructed, installed, perfomied and/or completed at the Home, except for the Maintenance Class fee, or as authorized under the Program by the Executive Director; (F) instruct the Executive Director to transfer the Grant Funds for the account of each Qualified Homeowner to the Grant Disbursement Account as set forth in Section 3(D), above, upon confirmation by the Contractor that the Grant Documents for the Program are executed and complete and the Maintenance Agreement Covenant (and any other documents to be recorded in the County Recorder's Office) are ready for recordation; (G) deliver a fully executed and acknowledged, where designated, original set of the Grant Documents for each Grant (except for the Maintenance Agreement Covenant which shall be recorded by the Contractor on behalf of the Agency in the County Recorder's Office) to the Agency upon request of funding and transfer of the Grant Funds for the account of the Qualified Homeowner to the Grant Disbursement Account; (H) verify that no Grant Funds are disbursed from the Grant Disbursement Account for the account of a Qualified Homeowner except: (i) to pay a state-licensed General Contractor and/or state-licensed subcontractor for the Improvements and/or for the Work constructed, installed, performed and/or completed at the Home pursuant to the General 4825-1757-9267.1 10 Contractor Agreement (less a ten percent (10%) retention pending completion of the Improvements and/or of the Work and final executed written release of all mechanics and materials liens from the General Contractor and/or from all subcontractors). No disbursement of the Grant Funds from the Grant Disbursement Account shall be authorized for any building materials or equipment items which are not physically delivered at the Home before the date of payment of such Grant Funds to the General Contractor and/or to the subcontractor or (ii) to pay a Grant title fee or cost amount expressly authorized in writing by the Executive Director; (I) prepare and maintain a Grant Funds disbursement ledger for all payments authorized and made by the Contractor to the General Contractors and/or to the subcontractors for the account and debit to each Qualified Homeowner under each Grant made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Such ledger shall show each payment by date and reference the particular Grant, Grant Documents and name of the Qualified Homeowner to which it corresponds. Such ledger shall also include a monthly starting and ending balance for the Grant Disbursement Account, a final reconciliation of the adjusted balance of each Grant upon the completion of the Improvements and/or of the Work, and such other accounting information as the Executive Director may request. A copy of such ledger shall be submitted to the Executive Director each month with the first such monthly submittal due on the first day of the next month following the date of the initial deposit of the Grant Funds by the Contractor and/or by the Agency into the Grant Disbursement Account; (J) No Improvements and/or Work shall be authorized for payment by the Contractor unless the Grant Documents are complete and the Contractor has received a fully executed copy of the General Contractor Agreement by and between the General Contractor and the Qualified Homeowner. Once the Improvements and/or the Work has commenced on a particular Home, neither the Qualified Homeowner, the General Contractor nor the subcontractor shall authorize an amendment or modification of such contract to include any item of Work, which is not eligible for payment using the Grant Funds under the terms and conditions of the Grant under the Program. Each such contract by and between the General Contractor and the Qualified Homeowner, the General Contractor and the subcontractor, and/or the subcontractor and the Qualified Homeowner shall include a section, which recites the words of the first two (2) sentences of this Section 3(J). Section 4. TIME OF PERFORMANCE OF SERVICES. The Services to be performed hereunder by the Contractor shall be undertaken and completed in such sequence as to assure expeditious completion and to best carry out the purposes of the Program and this Agreement. All Services required hereunder shall begin upon the execution of this Agreement. Section 5. TERM OF AGREEMENT. This Agreement shall take effect upon approval by the governing board of the Agency and the complete execution by the parties. The Agreement shall remain in effect through July 1, 2010, subject to annual approval and appropriation by the United States Department of Housing and Urban Development ("HUD"). 4825-\757-9267.\ 11 Section 6. COMPENSATION PAYABLE BY AGENCY TO CONTRACTOR. (A) The Agency shall annually compensate the Contractor for the performance of the Services using the Low-Moderate Income Housing Funds in accordance with the following schedule: $270,400.00 Annual Program Administration Fee for CONTRACTOR $1,080,000 Beautification Grant Program $1.350.400 (B) From and after the Effective Date of this Agreement and for the remaining term of this Agreement, the annual Program Administration Fee payable by the Agency to the Contractor as compensation for the Services performed by the Contractor under this Agreement shall be paid by the Agency directly to the Contractor, payable in twelve (12) equal monthly installments of$22,533.33 each during the Term of this Agreement, in the aggregate amount of $270,400.00. The Contractor shall invoice the Agency monthly in equal installments of $22,533.33, in the aggregate annual amount of $270,400.00. (C) Payment of each monthly installment in the amount of $22,533.33 for the performance by the Contractor to the Agency of the Services will be made by the Agency to the Contractor as of the first day of each calendar month with the first such payment due on the first day of the next calendar month following the date of the complete execution of the Agreement by the parties. Section 7. PERSONNEL OF CONTRACTOR. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the Services. All of the Services required hereunder will be performed by persons who are either employed by or under the supervision and control of the Contractor, and all personnel engaged in the Services shall be competent and fully qualified to perform such Services. Section 8. INDEPENDENT CONTRACTOR. All acts of the Contractor and all others acting on behalf of the Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of the Agency. The Contractor has no authority to bind or incur any obligation on behalf of the Agency. The Contractor has no authority or responsibility to exercise any right or power vested in the Agency. No agent, officer, or employee of the Agency shall be considered an agent or employee of the Contractor. It is understood by both the Contractor and the Agency that this Agreement shall not under any circumstance be construed or considered to create an employer-employee relationship or a joint venture as between the Contractor and the Agency. The Contractor is and at all times during the Term of this Agreement shall represent and conduct itself as an independent contractor and not as an agent or employee of the Agency. The Contractor shall be responsible to the Agency only for the requirements and results specified in this Agreement, and except as expressly provided in this Agreement, shall not be subject to control by the Agency with respect 4825-1757-9267.1 12 to the physical action or activities of the Contractor in fulfillment of this Agreement. The Contractor has control over the manner and means of performing the Services under this Agreement so long as consistent with the requirements of the Program. The Contractor is permitted to provide services to others during the same period Services are provided to the Agency under this Agreement. If necessary, the Contractor has the responsibility for employing other persons or firms to assist the Contractor in fulfilling the terms and obligations under this Agreement. If in the perfomiance of this Agreement any third persons are retained as subcontractors by the Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of the Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirements of law shall be determined by the Contractor. The Contractor hereby agrees to indemnifY, defend (if requested by Agency), protect and hold the Agency harmless from any and all claims that may be made against the Agency or based upon any contention by any employee of the Contractor or by any third party that an employer-employee relationship or joint venture exists between any person or entity and the Agency, by reason of the performance of any of the Services under this Agreement. Section 9. PAYMENT OF AND TRANSFER OF GRANT FUNDS TO GRANT DISBURSEMENT ACCOUNT. The Agency shall promptly honor each request by the Contractor for the Agency to transfer Grant Funds to the Contractor who will in turn deposit the Grant Funds to the Grant Disbursement Account to fund each approved Grant as submitted by the Contractor to the Agency under Section 3(0). Within sixty (60) calendar days following receipt of each request for remittance of the Grant Funds, the Agency shall transfer by bank check to the Contractor such Grant Funds to use as provided herein. Section 10. COMMERCIAL GENERAL LIABILITY INSURANCE, AUTOMOBILE INSURANCE, WORKERS' COMPENSATION INSURANCE, EMPLOYER'S LIABILITY INSURANCE, ERRORS AND OMISSIONS AND PROFESSIONAL LIABILITY INSURANCE. (A) The Contractor shall obtain and keep in force during the term of this Agreement, at its sole cost and expense,. the following insurance policies: (i) a commercial general liability policy of insurance with coverage at least as broad as "Insurance Services Office Commercial General Liability Form (G0001)", in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence, naming the Agency and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the "Additional Insureds") with said insurance covering comprehensive general liability including, but not limited to, contractual liability, assumed contractual liability under this Agreement, acts of subcontractors, premises-operations, explosion, collapse and underground hazards, if applicable, broad form property damage, and personal injury including libel, slander and false arrest, (ii) comprehensive automobile liability insurance covering owned, non-owned and hired vehicles by or for the Contractor, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence, naming the Additional Insureds as additional insureds on each automobile insurance policy, (iii) workers' compensation insurance in such insurance coverage amounts as statutorily required, or similar insurance in form and amounts required by law, and employer's liability insurance, combined single limit in the amount of One Million Dollars 4825-1757-9267.1 13 ($1,000,000), and (iv) errors and omissions and professional liability, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence. (B) Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of Califomia and rated at least A: XII in the most current Best's Key Rating Insurance Guide. In no event shall the Contractor be permitted or entitled to assign to any third party rights of action which the Contractor may have against the Agency. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Contractor shall be primary to and shall not be contributing with any insurance carried by the Agency or by the City whose insurance shall be considered excess insurance only. Any insurance which the Agency and/or City may otherwise carry, including self insurance, for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Legal counsel for the Agency must approve each insurance policy required in Section 10(A) of this Agreement. The Contractor waives subrogation and agrees that the Contractor, the Agency and the City are co- insured. The insurer shall have no right of subrogation against the Agency, against the City or against any of the other Additional Insureds. The Additional Insureds shall be named as additional insureds on each insurance policy. (C) All insurance which the Contractor shall carry or maintain pursuant to this Section 10 shall be in such form, for such amounts, for such periods of time as the Agency may require or approve. (D) The Contractor shall deliver or cause to be delivered to the Agency concurrently upon the execution of this Agreement an endorsement of the insurance policies required in this Section 10(A) of this Agreement evidencing the existence of the insurance coverage required by the Agency under Section 10(A) of this Agreement and shall also deliver, no later than thirty (30) calendar days prior to the expiration of any insurance policy, a certificate of insurance evidencing each renewal policy covering the same risks. Section 11. INDEMNIFICATION. (A) The Contractor agrees to indemnify, defend with legal counsel reasonably acceptable to the Agency, protect and hold the City and the Agency, and their respective elected officials, directors, officers, members, managers, consultants, contractors, employees, agents and attorneys, and the successors and assigns of each of them (singularly and collectively, the "Indemnified Parties" which defined term shall also includes the City and the Agency), harmless from and against all actions, causes of action, claims, demands, liabilities, damages, losses, liabilities, obligations, judgments, suits, costs, expenses and fees (including, without limitation, reasonable attorneys' fees, court costs and expert fees of any nature whatsoever), now or hereafter arising from or related to: (i) any act or omission of the Contractor and/or of any of the Contractor's directors, officers, members, managers, consultants, contractors, subcontractors, materialmen, laborers, any other person or entity furnishing or supplying work, services, goods, or supplies in connection with the performance of this Agreement, employees and agents, and the successors and/or assigns of each of them (singularly and collectively, the "Indemnifying 4825-1757-9267.1 14 Parties" which defined term shall also include the Contractor), in performing, or failing to perform, its obligations hereunder, (ii) any default by the Contractor under this Agreement, subject to any applicable cure period, (iii) any violation by any of the Indemnifying Parties of any Laws, (iv) any warranty or representation made by the Contractor to the Agency in this Agreement that is or becomes false and untrue, (v) death, bodily injury and/or personal injury to any person, (vi) any destruction, loss or damage to real property or personal property, (vii) the presence of any Hazardous Substances at, on, in, above, under or about any Home owned by a Qualified Homeowner resulting, directly or indirectly, from the acts or omissions of any Indemnifying Parties, and/or (viii) the aggravation of any environmental condition by any Indemnifying Parties at, on, in, above, under or about any Home owned by a Qualified Homeowner. Without limiting the Contractor's indemnification of the Indemnified Parties, the Contractor shal1 provide and maintain, at its sole cost and expense during the term of this Agreement, the insurance described in Section 10(A) of this Agreement. Such insurance shall be provided by insurer(s) satisfactory to the Agency and evidence of such insurance satisfactory to the Agency shal1 be delivered to the Executive Director no later than the Effective Date of this Agreement. (B) The Agency shal1 indemnify, defend (if requested by the Contractor) and hold harmless the Contractor, its agents, officers, and employees, from all claims, loss, demands and liability for damages for personal injury, bodily injury or property damage suffered by reason of any act or omission of the Agency or any of its officers or employees or agents under this Agreement except where such action or omission giving rise to such a claim is caused by or is the result of an action, omission or request of the Contractor and/or of any of the other Indemnifying Parties, or is al1eged to arise out of the execution of this Agreement. The provisions of Section 11 (A) and Section 11 (B) shal1 survive the execution, delivery, performance, expiration or early termination of this Agreement. Section 12. DEFAULTS AND BREACH - GENERAL. The failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default hereunder; 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. A default shall also occur under this Agreement whenever a representation and/or warranty made in this Agreement is or becomes false or untrue. A default shal1 also occur under this Agreement whenever a party files, or has filed against it, a petition in bankruptcy, is or becomes insolvent, is unable to pay its debts as they come due, assigns its assets for the benefit of creditors, or a receiver, trustee or custodian is appointed by a court to exercise control over all or substantially all of the assets of the party and such receiver, trustee or custodian is not discharged by the court within sixty (60) calendar days after said appointment date. The party which may claim that a default has occurred shall give written notice of default to the party in default specifying the al1eged 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 or 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 4825-1757-9267.1 15 default, and 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 any action or proceeding is brought to enforce the terms hereof or declare rights hereunder, it shall be brought in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The governing Laws to be applied in any such action or proceeding shall be the Laws of the State of California The prevailing party in any such legal proceedings shall be entitled to recover as an element of its costs of bringing such suit, and not as part of its damages, its reasonable attorneys' fees, .court costs, expert witness fees and consultant fees and costs. The costs, salary and expenses of the City Attorney and members of his office in such action or proceeding on behalf of the Agency shall be considered as "attorneys' fees" for purposes of this Section. Section 13. NONDISCRIMINATION. During the Contractor's performance of the Services, the Contractor shall not discriminate on the grounds of race, religion, creed, color, national origin, age, ancestry, physical handicap, medical condition, marital status, sex, or sexual orientation in the performance of the Services, including, without limitation, in the selection and retention of employees, general contractors and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 ofthe California Government Code. Section 14. CONFLICT OF INTEREST. The Contractor warrants, by execution of this Agreement, that it has no interest, present or contemplated, in the Program or in any Home benefited thereby or Work performed on any Home using the Grant and the Grant Funds. The Contractor further warrants that it owns or possesses no interest in real property, business interests or owner of income (other than such amounts of compensation payable by the Agency to the Contractor for the Services under this Agreement) that will be affected by the Program or, alternatively, if such interest exists or arises the Contractor will promptly file with the Agency an affidavit disclosing any such interest. Section 15. AMENDMENTS. All amendments to this Agreement shall be subject to the approval of both parties in the sole discretion of each of them, mutual and in writing. The Executive Director of the Agency is authorized to make non-substantive changes, clarifications, corrections to the Agreement, including budget line item adjustments, provided such actions are approved by legal counsel for the Agency and do not increase the Agency's monetary annual appropriation to the Contractor as approved by the governing board of the Agency. Section 16. TERMINATION. (A) This Agreement may be terminated for any reason by either party who is not then in default upon thirty (30) calendar days prior written notice to the other party. In such event, the Contractor shall be entitled to receive compensation for Services pro-rated through the date of such termination, provided that the Services have been rendered. 4825-1757-9267.1 16 (B) In the event of a termination of the Agreement as a result of a breach, the rights and duties of the parties shall be as set forth in Section 12. (C) In the event of any termination of this Agreement, the Contractor shall promptly return all Grant Funds that have been disbursed by the Agency to the Contractor with the exception of any Grant Funds that have been paid by the Agency to the Contractor and that have been properly disbursed by the Contractor to or for the benefit of the Qualified Homeowner under this Agreement, without charge or expense to the Agency. Section 17. ASSIGNMENT. It is mutually understood and agreed that this Agreement shall be binding upon the Agency and its successors and assigns and upon the Contractor and its permitted successors and permitted assigns. The Agency may assign this Agreement, without obtaining the prior consent or approval of the Contractor. The Contractor may not assign this Agreement without obtaining the prior written consent of the Agency, which written consent may be given or withheld by the Agency in its sole and absolute discretion. Any assignment or attempt to assign this Agreement by the Contractor shall be void. Section 18. NOTICES. Communications, notices, bills, invoices or reports required by this Agreement shall be in writing and shall be deemed to have been given when actually delivered, if given by hand delivery or transmitted by overnight courier service, or if mailed, three (3) business days after being deposited in the United States mail, postage prepaid, to the address noted below: Agencv Economic Development Agency of the City of San Bernardino Attention: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 Contractor Neighborhood Housing Services of the lnland Empire, Inc. Attention: Executive Director 1390 North "D" Street San Bernardino, California 92405 Phone: (909) 884-6891 Fax: (909) 889-4085 Either party may change its address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. Section 19. REPRESENTATION AND WARRANTY OF CONTRACTOR. The Contractor hereby represents and warrants to the Agency as follows: (A) the Contractor is a California nonprofit corporation duly organized, existing, and authorized to transact business in California; (B) the corporate charter and by-laws of the Contractor authorize the Contractor to provide the Services to the Agency and the governing board and membership of the Contractor have previously taken all action necessary to authorize the execution of this Agreement by the Contractor; 4825-1757-9267.1 17 (C) . the Contractor is qualified to perform the Services and shall timely perform and complete the Services in a professional manner. Section 20. CONDITIONS PRECEDENT. The validity and enforcement of this Agreement is subject to the execution and delivery by the Agency and by the Contractor of the following Agreements: (i) the Rehabilitation Loan Program Agreement, (ii) the Mobile Home Grant Program Agreement, and (iii) the First Amendment to the Homebuyer Education Program Agreement. Section 21. GRANT FUNDS AND GRANT DOCUMENTS ARE THE PROPERTY OF THE AGENCY. The Grant Documents for each Grant are the property and asset of the Agency. The Contractor has no property interest in any such Grant Documents and the Contractor shall not transfer, assign or pledge as collateral or claim any other security interest in any such Grant Documents. All of the Grant Documents are the property of the Agency, and the Contractor shall maintain all such Grant Documents in its possession as confidential consumer business records of the Qualified Homeowner. All Grant Funds disbursed by the Agency to the Contractor for the benefit of a Qualified Homeowner are the property of the Agency until paid by the Contractor to the General Contractor upon the completion of the Work at the Home for the account of the Qualified Homeowner under the applicable Grant Documents. Section 22. NON-ELIGIBILITY OF HOMEOWNER. Once the Agency has approved the Grant Application for the Qualified Homeowner and has disbursed the Grant Funds to the Contactor for the benefit ofthe Qualified Homeowner under this Agreement, the Qualified Homeowner now or hereafter shall have no right to apply for and to receive any other grant or loan being offered by the Agency to the general public under any grant or loan program, including, without limitation, any grant being offered by the Agency under the Mobile Home Grant Program Agreement, or any loan being offered by the Agency under the Single Family Rehabilitation Loan Program Agreement, until ten (10) years after the date that the Agency has paid the last installment of the Grant Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement. Section 23. GENERAL PROVISIONS. This Agreement constitutes the sole agreement between the parties. All prior conversations, agreements or representations relating hereto are integrated in this Agreement. No oral agreement, representation or warranty shall be binding upon the parties. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Failure of any party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. Headings at the beginning of each section or subsection are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shan include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated herein by this 4825-1757-9267.1 18 reference. If the date on which any action is required to be performed under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. This Agreement may be executed in one or more counterparts each of which shall be an original but all of which together shall constitute but one original Agreement. This Agreement may be executed by facsimile signatures, and each facsimile counterpart when taken together shall be deemed an original Agreement. Time is of the essence in this Agreement. IN WITNESS WHEREOF, the Contractor and the Agency have caused this Agreement to be duly executed on the date first above written. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: By: Emil A. Marzullo, Interim Executive Director Approved as to Form: Ag~~ry CONTRACTOR Date: o -cZ9-07 Neighborhood Housing Services otthe Inland Empire, Inc., :3~$OO~"ti"" Name: II~ (],. J.-I Q C>Y a....- Title: Executive Director By: Name: Title: Date: 4825-1757-9267.1 19 EXHIBIT <<A" 2009 Income Limits 4825-1757-9267.1 20 EXHffiIT "8" 4825-1757-9267.1 21 EXHmIT "C" SCOPE OF SERVICES (Description of Program) A. Contractor's Administration Annual Fee The Agency shall annually compensate the Contractor in the total sum of Two Hundred Seventy Thousand Four Hundred Dollars ($270,400.00) for the administration and the implementation by the Contractor of the Program herein and for the Services rendered under this Agreement, subject to the annual approval and appropriation by the United States Department of Housing and Urban Development ("HUD"). The Contractor shall invoice the Agency monthly in equal installments of Twenty-Two Thousand Five Hundred Thirty-Three Dollars and 33/100 ($22,533.33), in the aggregate annual amount of Two Hundred Seventy Thousand Four Hundred Dollars ($270,400.00). B. Sinl!:le Familv Beautification Grant Prol!:ram (the "Prol!:ram") ($1.350,400) The Contractor shall accept the Grant Applications and the Maintenance Grant Needs Document from respective Qualified Homeowner applicants to determine income and improvement eligibility (see Exhibit "A" to this Agreement), to determine equity in the Home and to verify ownership and length of ownership by obtaining a preliminary title report or other pertinent documentation from a reputable title company. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or in the Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as needed, first-corne, first-served basis, to Qualified Homeowners throughout the City of San Bernardino. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval by the Executive Director. The Improvements allowed under the Program are described in Section "c" below of this Scope of Services. C. Eligible Improvements Permitted under the Prol!:Tam The following types of Improvements are permitted in connection with the Program: (i) window and front door replacement, (ii) driveway repairs, replacements or enhancements, (iii) garage door replacement, (iv) exterior painting, (v) drought tolerant landscaping including automatic sprinklers, grass seed, and planting materials (front yard only) in accordance with the Agency Landscaping Guidelines, (vi) replacement of existing fence with wrought iron, vinyl, wood or block fencing (front yard only), (vii) parkway enhancements such as stamped concrete, trees and landscape plantings, (viii) roof repairs and replacement, or (ix) the Sewer Repairs. In connection with each Grant Application for Sewer Repairs, the Agency shall have the right to determine whether or not such Sewer Repairs shall be made from funds disbursed by the Agency from Grant Funds under the Program or from loan proceeds disbursed by the Agency to an applicant 4825-1757-9267.\ 22 under the Single Family Residence Rehabilitation Loan Program, or under any other then existing loan program. Should the Agency determine that the Sewer Repairs will need to be disbursed by the Agency from loan proceeds pursuant to the Single Family Residence Rehabilitation Loan Program, or any other then existing loan program, the Contractor shall advise the applicant, in writing, that the applicant will need to prepare, to execute and to submit a new loan application to the Contractor under the Single Family Residence Rehabilitation Loan Program, or under any other then existing loan program, which loan application, without limitation, shall request the Agency to make a loan to the applicant to permit the applicant to make and to complete the Sewer Repairs. The maximum amount of the Grant permitted under the Program is the sum of Ten Thousand Dollars ($10,000) per Home; provided, however, in connection with a Grant in the amount of $10,000 made by the Agency to the Qualified Homeowner, for every dollar paid by the Qualified Homeowner in excess of the $10,000 Grant Funds amount that has been disbursed by the Agency and paid to the General Contractor or to any sub-contactors in accordance with the Program to complete the Improvements, the Agency shall provide a dollar-for-dollar match not to exceed an additional Five Thousand Dollars ($5,000), in the aggregate. In no event shall the Grant Funds paid by the Agency to or for the benefit of the Qualified Homeowner to complete the Improvements in connection with the Qualified Homeowner's Home exceed Fifteen Thousand Dollars ($15,000), in the aggregate, without the prior written approval of the Executive Director. D. Applicant Eli2ibilitv Reauirements for the Pro2ram 1. Qualified Homeowner must be an owner and occupant of the Home, as its principal residence, for a minimum period of one (I) year; on a case-by-case basis, and depending on the circumstances, this one (1) year requirement may be waived by the Executive Director or hislher designee; the Contractor shall obtain evidence of ownership and length of ownership and residency. 2. Qualified Homeowner must execute and complete a Grant Application and a Maintenance Grant Needs Document and must deliver and submit the Grant Application and the Maintenance Grant Needs Document, as fully executed and completed, to the Contractor. The Contractor shall receive, review, verify and approve or reject the Grant Application and the Maintenance Grant Needs Document. If the Grant Application and/or the Maintenance Grant Needs Document is not acceptable to the Contractor, the Contractor shall notify the applicant in writing within ten (10) business days from the receipt by the Contractor of the Grant Application and/or of the Maintenance Grant Need Document and the Contractor shall provide the applicant with the reasons for the rejection by the Contractor. 3. Qualified Homeowner must have a personal or household income level, adjusted for family size, during the twelve (12) months preceding the date of submission of the Grant Application and the Maintenance Grant Needs Document to the Contractor within the ranges of income for low-moderate income households, adjusted for family size, as set forth in Exhibit "A" to this Agreement. 4825-1757-9267.1 23 4. Qualified Homeowner must agree to: (i) attend a Maintenance Class conducted by the Contractor and (ii) live in the Qualified Homeowner's Home, as its principal residence, for not less than five (5) years after the recordation of the Maintenance Agreement Covenant in the County Recorder's Office. 5. Qualified Homeowner must execute and acknowledge, where appropriate, the Grant Documents. The Qualified Homeowner, without limitation, shall execute and notarize the Maintenance Agreement Covenant and the Contractor or the Agency shall record, or shall cause the recordation of, the Maintenance Agreement Covenant in the County Recorder's Office. The Maintenance Agreement Covenant shall provide, without limitation, that the Qualified Homeowner shall maintain the Home as provided therein for a period often (10) years from the date of the recordation of the Maintenance Agreement Covenant in the County Recorder's Office. 6. Qualified Homeowner must not be the recipient of a grant or of a loan from the Agency for the past ten (10) years. E. Guidelines The Contractor shall conduct, administer, implement, comply with and perform the following guidelines in connection with the Program: 1. The Contractor shall administer and implement the Program herein and shall utilize the applicable and pertinent sections of the Agency's Grant Policies and Procedures Manual for guidance on processing and packaging all Grants under this Agreement, if applicable, under the direction of the Executive Director. 2. The Contractor shall accept the Grant Applications and the Maintenance Grant Needs Documents from respective Qualified Homeowner applicants to determine income and improvement eligibility, to determine equity in the Home, and to verify ownership and length of ownership by obtaining a preliminary title report or other pertinent documentation from a reputable title company. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or the Target Areas specifically determined and designated by the Agency or, if no Target Area or no Target Areas are specifically determined and designated by the Agency, then on an as needed, first-come, first-served basis, to Qualified Homeowners throughout the City of San Bernardino. However, in the case of an emergency, of an urgent need or of a life- threatening situation, the Contractor may process a Grant Application on an urgent basis ahead of other Grant Applications subject to the approval of the Executive Director. 3. The Contractor shall inspect eligible Homes and properties to determine the type of health and safety and code violation repair work needed, including asbestos and lead-based paint removal and/or remediation, the age and overall condition of the Home and to ensure that all Homes repaired or improved under the Program when completed are aesthetically pleasing and in compliance with all Laws. If the Contractor determines that the Improvements to be completed are related more to health, safety and/or code violations, the Contractor shall advise 4825-1757-9267.1 24 the Qualified Homeowner applicant to complete, execute and deliver an application under the Rehabilitation Loan Program. 4. The Contractor shall prepare and complete Work write-ups, cost estimates, and bid packages for the Improvements to be constructed, installed, performed and completed for each Qualified Homeowner's Home. 5. The Contractor shall ensure that all Improvements and/or Work constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home shall be constructed, installed, performed and completed by pre-qualified State licensed General Contractors and/or State licensed subcontractors. The Contractor shall also require that each General Contractor and/or subcontractor constructing, installing, performing and/or completing the Improvements and/or the Work in connection with the Qualified Homeowner's Home under the Program shall possess a current business license in the City and shall possess a current license with the State of California Contractor's License Board. The Contractor shall be required, whenever feasible, to obtain a minimum of three (3) bids from General Contractors for all Improvements and/or for all Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home. All bids shall be made available by the Contractor to the Qualified Homeowner for review. All Improvements and/or Work constructed, installed, performed and/or completed by General Contractors and/or by subcontractors in connection with the Qualified Homeowner's Home shall be approved and authorized by the Qualified Homeowner, and shall be completed within a specified timeframe acceptable to the Qualified Homeowner and the General Contractors and/or the subcontractors. 6. The Contractor shall solicit bids for the construction, installation, performance and/or the completion of the Improvements and/or of the Work in connection with the Qualified Homeowner's Home from a list of pre-approved General Contractors. The Contractor shall assist the Qualified Homeowners with the selection of a General Contractor, and shall assist the Qualified Homeowner in connection with the execution of the General Contractor Agreement, including, without limitation, a determination as to the scope of the Improvements and/or of the scope of Work to be constructed, installed, performed and/or completed by the General Contractor, any schedule of performance, other schedules, conduct pre-construction and walk- through conferences. 7. Prior to the execution of the General Contractor Agreement and prior to any funding by the Contractor of any Grant Funds to the General Contractor for the proposed Improvements and/or Work to be constructed, installed, performed and/or completed, the Contractor, the Qualified Homeowner, the General Contractor and the members of the Agency application review committee (the "Application Review Committee") appointed and assigned by the Agency to approve, administer and oversee the construction, the installation, the performance and/or the completion of the Improvements and/or of the Work shall meet at regular intervals to discuss the Improvements and/or the Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Home and the methodology used or to be used to identify, quantify and assist the Qualified Homeowner. 4825-1757-9267.1 25 8. The Agency and the Qualified Homeowner must review, approve, execute and acknowledge, where designated, the Grant Documents. The Grant Documents shall include, without limitation, the Maintenance Agreement Covenant which document must be executed and acknowledged by the Agency and by the Qualified Homeowner and must be recorded by the Contractor or by the Agency in the County Recorder's Office. The General Contractor and/or any subcontractor cannot commence the construction, the installation, the performance and/or the completion of the Improvements and/or of the Work in connection with a Qualified Homeowner's Home until: (i) the Grant Documents have been executed and acknowledged, where appropriate, by the Agency and by the Qualified Homeowner, and (ii) all recordable instruments, documents and/or agreements in connection with the Grant, including, without limitation, the Maintenance Agreement Covenant have been recorded by or for the Contractor or the Agency in the County Recorder's Office. 9. The General Contractor shall obtain one or more permits as required by applicable Laws to construct, to install, to perform and/or to complete the Improvements and/or the Work at the Qualified Homeowner's Home. At the time that the Contractor submits an invoice to the Agency for payment of all or a portion of the Grant Funds in connection with the Grant made by the Agency to the Qualified Homeowner, the Contractor shall provide the Agency with a copy of each permit that is or will be required to construct, to install, to perform and/or to complete the Improvements and/or the Work in connection with the Qualified Homeowner's Home. The Agency shall have no obligation to pay any invoice submitted by the Contractor to the Qualified Homeowner until the Agency has received and approved each permit issued for the Improvements and/or for the Work completed by the General Contactor and/or by the subcontractor and identified in the invoice. 10. The Contractor shall inspect and monitor the Improvements and/or the Work while in progress and shall supervise the payment invoice procedures to ensure that all General Contractors and subcontractors are meeting obligations and that progress payments and retentions are paid in a timely manner. II. The Contractor shall receive and collect from the General Contractors and/or from the subcontractors an executed lien release under one of the following lien releases, as appropriate: (i) an unconditional waiver and release upon progress payment or (ii) an unconditional waiver . and release upon final payment. The Contractor shall not make the final payment of the remaining Grant Funds to any General Contractor until the General Contractor and/or all subcontractors have executed and the Contractor has received the conditional waiver and release upon final payment or the unconditional waiver and release upon final payment. 12. The Contractor shall coordinate final inspection and payment of the General Contractor Agreement retention with the Qualified Homeowner, with the General Contractor and with the Agency. The contract retention shall not be paid by the Contractor to the General Contractors and/or to the subcontractors until all time periods for filing liens have expired and no liens have been filed under applicable Laws. 13. Prior to the payment by the Contractor of the Grant Funds, or any portion thereof, to the General Contractor, for the construction, for the installation, for the performance and/or for the 4825-1757-9267.1 26 completion of the Improvements and/or of the Work in connection with a Qualified Homeowner's Home, the Contractor shall notify the Agency that the Contractor has received an invoice for payment. Within ten (10) business days from receipt by the Contractor of the invoice, the Contractor and the Agency shall inspect and approve the Improvements and/or the Work identified in the invoice and constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractor. The Contractor shall not pay any such invoice for the construction, installation, performance and/or completion of the Improvements and/or of the Work until the Contractor and the Agency have inspected and approved, in writing, the Improvements and/or the Work constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractors. The Agency reserves the right to approve payment of an invoice in circumstances when no physical inspection is needed as determined by the Agency in its sole and absolute discretion (Le., fumigation for termites). 14. The Contractor shall maintain accurate records for inspection by the Agency concerning income and program occupancy of all persons obtaining assistance from the Contractor pursuant to this Agreement including, but not limited to, the Grant Application and the other Grant Documents, proof of ownership, income verification, comparables or appraisals and/or Work write-ups. The original Grant Documents shall be executed and acknowledged, where appropriate, by the Agency and by the Qualified Homeowner, shall be for the benefit of the Agency and shall be delivered by the Contractor to the Agency in connection with each Grant made by the Agency to the Qualified Homeowner. 15. The Contractor shall also provide quarterly reports to the Agency, or as otherwise required by the Agency, upon the request of the Executive Director to the Contractor. 16. From time to time, the Agency and the Contractor shall coordinate inspection of the Improvements and/or of the Work at the Qualified Homeowner's Home to ensure that the Improvements and/or the Work are performed, installed, constructed and completed in a good workmanlike manner and in accordance with all applicable Laws. 17. The Contractor shall provide any and all services required by the Executive Director in order to effectively implement and complete the Services under this Agreement. 4825-1757-9267.1 27 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MOBILE HOME GRANT PROGRAM AGREEMENT (HOME Funds) THIS MOBILE HOME GRANT PROGRAM AGREEMENT (the "Agreement") is made and entered into this 6th day of July, 2009 (the "Effective Date"), by and between the NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., a California non-profit corporation (the "Contractor") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic. The Agency and the Contractor agree as follows: RECITALS WHEREAS, the Agency and the Contractor have previously entered into the Single Family Beautification Loan/Grant And Mobile Home Grant Programs (Low-Moderate Housing Fund and HOME Fund), dated as of February 7, 2005, as modified by that certain Amendment No.1 To The Single-Family Beautification Loan/Grant And Mobile Home Grant Program, dated as of June 4, 2007, by and between the Agency and the Contractor (collectively, the "Loan and Grant Agreement"); and WHEREAS, the Loan and Grant Agreement provides for the following: (i) loan funds (the "Rehabilitation Loan Program") and grant funds (the "Beautification Grant Program") to low-moderate income homeowners who reside in the City of San Bernardino (the "City"), in the County of San Bernardino (the "County"), in the State of California (the "State") to permit such homeowners to undertake certain housing rehabilitation and correction work, including, without limitation, asbestos and lead containing materials abatement work, handicap accessibility improvements and utility energy improvements as described in the Loan and Grant Agreement, to single family residential dwelling units owned and occupied by such low-moderate homeowners, and (ii) grant funds (the "Mobile Home Grant Program") to low-income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with the Loan and Grant Agreement); and WHEREAS, the Agency and the Contractor have previously entered into the Home Agreement, dated June 4, 2007 (the "Homebuyer Education Program Agreement"), wherein the Contractor, without limitation, administers, implements and conducts a Homebuyer Education Program (as defined therein); and WHEREAS, the Rehabilitation Loan Program, the Beautification Grant Program, the Mobile Home Grant Program and the Homebuyer Education Program promote and expand the supply of affordable housing in the City and foster the elimination and prevention of blight; and WHEREAS, the Agency and the Contractor would like to amend the Homebuyer Education Program Agreement pursuant to the First Amendment (as defined below) and to execute, to deliver and to perform under a new and separate agreement for each of the 4812.7014-0931.4 1 Rehabilitation Loan Program, for the Beautification Grant Program and for the Mobile Home Grant Program; and WHEREAS, the Agency and the Contractor desire to terminate the Loan and Grant Agreement and to replace the Loan and Grant Agreement with each of the following three (3) new and separate agreements: (i) the Single Family Beautification Grant Program Agreement (the "Beautification Grant Program Agreement") which provides grant funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described in the Beautification Grant Program Agreement, to single family residential dwelling units owned and occupied by such low-moderate homeowners, (ii) the Single Family Rehabilitation Loan Program Agreement (the "Rehabilitation Loan Program Agreement") which provides loan funds to low-moderate income homeowners who reside in the City, in the County and in the State to permit such homeowners to undertake certain housing rehabilitation and correction work as described therein, to single family residential dwelling units owned and occupied by such low- moderate homeowners, and (iii) this Agreement which provides grant funds to low-income owners of mobile homes who reside in the City, in the County and in the State to permit, without limitation, such low-income mobile home owners to make repairs and improvements to their mobile homes in accordance with this Agreement; and WHEREAS, the Agency and the Contractor have determined that this Agreement, the Rehabilitation Loan Program Agreement, the Beautification Grant Program Agreement and the Homebuyer Education Program Agreement, as amended, will promote and expand the supply of affordable housing in the City and will foster the elimination and prevention of blight; and WHEREAS, the Loan and Grant Agreement shall not be terminated until the Agency and the Contractor have entered into and executed this Agreement, the Rehabilitation Loan Program Agreement, the Beautification Grant Program Agreement and the Amendment No. I (the "First Amendment") to the Homebuyer Education Program Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE AGENCY AND OF THE CONTRACTOR IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE AGENCY AND BY THE CONTRACTOR, THE AGENCY AND THE CONTRACTOR AGREE AS FOLLOWS: Section 1. DEFINITIONS OF CERTAIN TERMS. In addition to the words and phrases, which are defined in the Recitals of this Agreement and/or in this Agreement, the following words and terms shall have the meaning set forth below: "County Recorder's Office" means and refers to the county recorder's office for the County of San Bernardino, State of California. "Environmental Laws" mean and refer to all applicable federal, state, municipal and local laws, statutes, codes, ordinances, rules, regulations, orders and 4812-7014-0931.4 2 judgments relating to the protection or clean-up of the environment, the use, . treatment, storage, transportation, generation, manufacture, processing, distribution, handling or disposal of, or emission, discharge or other release or threatened release of hazardous substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, the health and safety of persons, or the protection of the health and safety of employees, now or hereafter existing, as the same may be amended, modified or supplemented from time to time, including, without limitation: the Clean Air Act, as amended, 42 V.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 V.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 V.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 V.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 V.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 V.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 V.S.C. Section 11001 et seq.; the Safe Drinking Water Act, as amended, 42 V.S.C. Section 300f et seq.; the California Health and Safety Code (9 25100 et seq., 9 25249.5 et seq., 9 39000 et seq.); the California Water Code (9 13000 et seq.); the California Environmental Quality Act ("CEQA"); the California Public Resources Code; all comparable state and local laws, laws of other jurisdictions or orders and regulations; and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, as now or may at any time hereafter be in effect. "Executive Director" means and refers to the Interim Executive Director of the Agency and his or her authorized representatives. "General Contractor Agreement" means and refers to the Mobile Home Grant Program General Contractor Agreement by and between the Qualified Homeowner and the contractor identified therein (the "General Contractor") as approved, in writing, by the Contractor. The General Contractor Agreement relates, without limitation, to the construction, installation and completion by the General Contractor of the Work described in the General Contractor Agreement. The General Contractor Agreement shall be executed by and between the Qualified Homeowner and the General Contractor and shall be accepted, in writing, by the Contractor. The General Contractor Agreement shall be substantially similar to the General Contractor Agreement attached hereto and incorporated herein by this reference as Exhibit "_" "Grant" means and refers to each grant transaction approved, granted and made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Each Grant made by the Agency to the Qualified Homeowner may not exceed Five Thousand Dollars ($5,000). The Qualified 4812-7014-0931.4 3 4812.7014-0931.4 Homeowner shall pay all amounts that exceed the Grant Funds paid by the Agency for the benefit of the Qualified Homeowner under the Program to enable the Qualified Homeowner to complete the Improvements in connection with the Qualified Homeowner's Mobile Home. For each year during the term of this Agreement, the Contractor will attempt to approve, complete, process, conduct and finalize a minimum of thirty-two (32) Grants. "Grant Application" means and refers to the Mobile Home Grant Program Application as fully completed and executed by the Qualified Homeowner. The Grant Application shall be submitted by the Qualified Homeowner to the Contractor and the Contractor shall verify that the Grant Application is complete. Each Grant Application shall contain the information relating to the Qualified Homeowner and the proposed use of the Grant Funds by the Qualified Homeowner. The Contractor shall require all Qualified Homeowners to complete the Grant Application substantially similar to the Grant Application attached hereto and incorporated by reference as Exhibit "_." "Grant Approval Agreement" means and refers to the Mobile Home Grant Program Work Approval and Fund Release Agreement by and between the Qualified Homeowner and the Contractor. The Grant Approval Agreement, without limitation, notifies the Qualified Homeowner that the Agency has awarded the Grant to the Qualified Homeowner. The Grant Approval Agreement must be executed by the Qualified Homeowner and by the Contractor and must be substantially similar to the Grant Approval Agreement attached hereto and incorporated herein by this reference as Exhibit "_". "Grant Disbursement Account" means and refers to a separate custodial deposit account, which the Contractor shall establish with an FDIC-insured depository institution for the receipt and disbursement of the Gtant Funds in connection with the approval, granting and making by the Agency to the Qualified Homeowner of the Grant under the Program in accordance with this Agreement. Such deposit account agreement among the Contractor, the Agency and such depository institution shall be in a form and substance as reasonably satisfactory to the Agency. The Contractor shall create and maintain a separate Grant Disbursement Account for each Grant approved, granted and made by the Agency for the benefit of each Qualified Homeowner. No other funds of the Contractor shall be deposited or co-mingled in the Grant Disbursement Account. The Contractor shall serve as the trustee of the. Agency in the administration of all of the Grant Funds or deposit in each Grant Disbursement Account, including any interest as may accrue thereon. "Grant Documents" mean and refer to the following: (i) the Grant Application, (ii) the Mobile Home Repairs Document, (iii) the Grant Approval Agreement, and (iv) this Agreement and such other agreements, documents, instruments and/or certifications relating to or in connection with the Grant to the Qualified Homeowner, the Grant Funds and/or the Grant Disbursement Account. 4 4812-7014-0931.4 "Grant Funds" mean and refer to the funds delivered by the Agency to or for the benefit of a Qualified Homeowner in connection with the Grant that the Agency has approved and granted to the Qualified Homeowner in accordance with this Agreement. Each Grant made by the Agency to the Qualified Homeowner may not exceed Five Thousand Dollars ($5,000). The Qualified Homeowner shall timely pay all amounts that exceed the Grant Funds paid by the Agency to or for the benefit of the Qualified Homeowner under the Program in order to construct, install, perform and/or complete the Improvements in connection with the Qualified Homeowner's Mobile Horne. "Hazardous Substances" mean and refer to any pollutant, contaminant, waste and any toxic, carcinogenic, reactive, corrosive, ignitable, flammable or infectious chemical, chemical compound or substance or otherwise hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any quantity of asbestos, urea formaldehyde, PCBs, radon gas, lead, lead-based paint, crude oil or any fraction thereof, all forms of natural gas, petroleum products, by- products or derivatives, radioactive substances, methane, hydrogen sulfide or materials, pesticides, waste waters, or sludges, any of the above of which are subject to regulation, control or remediation under any Environmental Laws. "HOME Funds Program" means and refers to that certain Home Investment Partnership Program as set forth at 24 Code of Federal Regulations, part 92, et seq., from which the Agency will make and will fund the Grant to and for the benefit of the Qualified Homeowner. The Agency and the Contractor will offer the Grant to a Qualified Homeowner who eams not more than eighty percent (80%) of the current annual median income for the San Bernardino County area, adjusted for family size (as those terms are defined by California Health and Safety Code Section 50053.5) as further illustrated in Exhibit "A" of this Agreement (the "2009 Income Limits") and subject to annual adjustments. "Improvements" mean and refer, without limitation, to the following types of eligible improvements to the Qualified Homeowner's Mobile Horne that will be permitted under the Program: (i) roof replacement (metal aluminum, composition shingle, including carport and awnings), and (ii) replacement of siding and skirting, patios and porches, stair units (carpet and handrails), carport columns, water heaters, HV AC, evaporative cooling units, ceilings paneling (interior), sub- flooring repair and finished floors, refrigeration units and counter tops, handicap fixtures and units, appliances (limited to stovetops, wall ovens, exhaust hoods), doors and windows. "Laws" mean and refer to all federal, state, municipal and local laws, statutes, codes, ordinances, regulations, rules, orders or judgments, now or hereafter in effect, as amended from time to time, including, without limitation, the Environmental Laws, all applicable building, plumbing, mechanical, electrical and health and safety codes and City ordinances. 5 4812-7014-0931.4 "Lead Based Paint Acknowledgment" means and refers to the "Lead Based Paint Acknowledgment of Receipt" as executed by the Qualified Homeowner and the General Contractor. The Lead Based Paint Acknowledgment acknowledges receipt by the Qualified Homeowner of the Lead Based Paint Pamphlet from the General Contractor. The Lead Based Paint Acknowledgment is attached hereto and incorporated herein by this reference as Exhibit "_". "Lead Based Paint Disclosure" means and refers to the "Lead Based Paint Disclosure" by and between the Qualified Homeowner and the General Contractor. The Lead Based Paint Disclosure is to be executed by the General Contractor and by the Qualified Homeowner and is attached hereto and incorporated herein by this reference as Exhibit "_". "Low Income Housing Funds" mean and refer to the Low Income Housing Funds that the Agency intends to use to make the Grant to or for the benefit of the Qualified Homeowner in accordance with this Agreement. The Agency and the Contractor will offer the Grant to a Qualified Homeowner who earns not more than eighty percent (80%) of the current annual median income for the San Bernardino County area, adjusted for family size (as those tenns are defined by California Health and Safety Code Section 50053.5) as further illustrated in Exhibit "A" ofthis Agreement and subject to annual adjustments. "Mobile Home" means and refers to the mobile home unit (the "Mobile Home Unit") owned by the Qualified Homeowner and the land on which the Mobile Home is located, whether such land is owned, leased or used by the Qualified Homeowner. The Mobile Home Unit must be built on or after 1980, the Mobile Home must be located in the City and the Qualified Homeowner must reside in the Mobile Home as its principal residence. "Mobile Home Repairs Document" means and refers to the Mobile Home Repairs Document, as fully completed and executed by the Qualified Homeowner in connection with the Program. The Mobile Home Repairs Document is attached hereto and incorporated herein by this reference as Exhibit "_". "Program" means and refers to the program created, administered and maintained by or for the Agency in connection with the Grant, the disbursement by the Agency to the Contractor of the Grant Funds to or for the benefit of each Qualified Homeowner in accordance with this Agreement and the performance and completion by the Contractor of the Services. Upon written notice from the Agency, the Contractor shall offer the Program to Qualified Homeowners in the specific Target Area or Target Areas as may be designated, in writing, by the Agency to the Contractor from time to time during the tenn of this Agreement. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City for the term of this Agreement. 6 4812-7014-ll931.4 However, in case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval by the Executive Director. "Oualified Homeowner" means and refers to: (i). a person or household which owns the Mobile Home Unit and occupies the Mobile Home as its principal residence within the City or within a Target Area of the City, as may be specifically designed, in writing, from time to time by the Agency for at least twelve (12) continuous months preceding the date of submission of its Grant Application and its Mobile Home Repairs Document to the Contractor, (ii) has a personal or household income level, adjusted for family size, during the twelve (12) months preceding the date of submission of its Grant Application and its Mobile Home Repairs Document to the Contractor within the ranges of income for low income households, adjusted for family size, as set forth in Exhibit "A", (iii) must complete, execute and submit the Grant Application to the Contractor, (iv) must agree to live in its Mobile Home, as its principal residence, for not less than one (1) year after the execution by the Qualified Homeowner of the Grant Documents, (v) must execute and acknowledge, where appropriate, all Grant Documents, (vi) must have received written notice from the Agency, from the City or from any other governmental authority, including, without limitation, the City's Building and Safety Division, advising the Qualified Homeowner that the Mobile Home Unit owned by the Qualified Homeowner is in violation of Title 25 of the Mobile Home Park Act and/or is in violation of any other applicable legislation, local codes or other Laws, and (vii) must not be the recipient of a loan or other grant from the Agency for the past ten (10) years. On a case-by-case basis, the Executive Director of the Agency, in its sole and absolute discretion, may waive this one (1) year residency requirement. "Services" mean and refer, without limitation, to the Program origination, the preparation, execution and delivery of the Grant Documents, the Grant Fund disbursement control, related accounting, Work monitor (course of construction builder contract) services and other services to be provided by the Contractor to or for the benefit of the Agency in accordance with this Agreement. The various elements of the Services are more fully set forth in the "Scope of Services" attached hereto as Exhibit "C." For each year of the Agreement, the Contractor will attempt to approve, complete, process, conduct and finalize thirty-two (32) Grants to Qualified Homeowners. "Target Area" or "Target Areas" mean and refer to the specific area, areas, neighborhood or neighborhoods in the City in which the Agency has instructed the Contractor to offer the Program to Qualified Homeowners to better maximize the effectiveness of the Grant Funds, or in any other specific area, areas, neighborhood or neighborhoods hereinafter created by the Agency and/or throughout the City, excluding County territory, as amended from time to time by the Agency in its sole and absolute discretion. Should the Agency request the Contractor to offer the Program to a specific Target Area or Target Areas, the 7 Agency shall consult with and provide in writing the Target Area or Target Areas to the Contractor. The Contractor shall then offer the Program to Qualified Homeowners in the specific Target Area or Target Areas until the Contractor is otherwise advised in writing from the Agency, as such Target Area or Target Areas may be adjusted and amended from time by the Agency in its sole and absolute discretion. In the absence of specific direction from the Executive Director of the Agency, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval of the Executive Director. "Work" means and refers, without limitation, to the hnprovements, or any part thereof, to be constructed, installed, performed and/or completed by a state- licensed General Contractor on, at or in connection with each Mobile Home pursuant to the terms, covenants and conditions of the General Contractor Agreement. Only the Improvements and/or the items of Work set forth in the General Contractor Agreement shall be authorized for payment by the Contractor, up to the maximum amount authorized under the terms of the Program for such Improvements, or any part thereof. Any costs of hnprovements and/or of the Work in excess of the maximum amount of the Program which are not the fault of such General Contractor shall be paid for by the Qualified Homeowner unless approved in writing by the Executive Director. Section 2. PERFORMANCE BY CONTRACTOR AND BY AGENCY. The Contractor and the Agency shall perform the terms, covenants and conditions of this Agreement. Section 3. SCOPE OF SERVICES. The Contractor agrees to provide the Services to the Agency as set forth herein, as described in the Scope of Services. Promptly following the date of approval of this Agreement by the governing board of the Agency, the Contractor, without limitation, shall or will continue to: (A) cause the Grant Disbursement Account to be established, or maintained, and the general form of an FDIC - insured deposit account agreement acceptable to the Agency to be fully executed by the Contractor, by the depository institution and by the Agency within thirty (30) calendar days following the date of approval of this Agreement; (B) continue to use the general form of the Grant Application in connection with an application by a Qualified Homeowner for the approval by the Agency to the Qualified Homeowner of the Grant under the Program in accordance with this Agreement. The applicant for the Grant must submit to the Contractor federal and state income tax returns filed by the applicant with the appropriate taxing authorities for the past two (2) years which tax returns must be acceptable to the Contractor in its sole and absolute discretion; (C) subject to the completion of the tasks described in Section 3(A) and in Section 3(B) above, continue the process of receiving and reviewing Grant Applications and provide the 4812-7014-0931.4 8 Services as provided for in the Agreement. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or in the Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City; provided, however, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval of the Executive Director; (D) transmit a copy of a completed set of the Grant Documents to the Executive Director of the Agency, together with: (i) a recommendation from the Contractor to the Agency to approve the Grant Application and the Grant to the Qualified Homeowner, and (ii) a request from the Contractor to the Agency for a transfer of the Grant Funds by the Agency for the account of the Qualified Homeowner. The Executive Director shall either authorize the funding of such Grant or reject the request for funding on behalf of the Agency within ten (10) business days of receipt from the Contractor. Any rejection of a Grant Application shall be in writing and shall state the reasons for such action. Each acceptance of a Grant Application by the Agency shall be evidenced by the signature of the Executive Director of the Grant Documents, where designated. All Grant Documents shall be completed by the Qualified Homeowner and by the Contractor, and the disbursement of Grant Funds by the Agency to or for the benefit of the Qualified Homeowner shall occur within sixty (60) calendar days following the date of submission by the Contractor to the Executive Director of the funding request, or the Grant Documents shall be of no further force or effect; (E) no fees, charges or expenses shall be payable by any applicant to the Contractor or to the Agency for a Grant, except from the Grant Funds, nor shall the Contractor charge a Qualified Homeowner for any cost or service in connection with the origination or subsequent administration of the Grant during the time the Improvements and/or the Work is constructed, installed, performed and/or completed at the Home, or as authorized under the Program by the Executive Director; (F) instruct the Executive Director to transfer the Grant Funds for the account of each Qualified Homeowner to the Grant Disbursement Account as set forth in Section 3(D), above, upon confirmation by the Contractor that the Grant Documents for the Program are executed, acknowledged, where designated, and complete. (G) deliver a fully executed and acknowledged, where designated, original set of the Grant Documents for each Grant to the Agency upon request of funding and transfer of the Grant Funds for the account of the Qualified Homeowner to the Grant Disbursement Account; (H) verify that no Grant Funds are disbursed from the Grant Disbursement Account for the account of a Qualified Homeowner except: (i) to pay a state-licensed General Contractor and/or state-licensed subcontractor for the Improvements and/or for the Work constructed, installed, performed and/or completed at the Mobile Home pursuant to the General Contractor Agreement, less a ten percent (10%) retention pending completion of the Improvements and/or of the Work and final executed written release of all mechanics and materials liens from the General Contractor and/or from all subcontractors. No disbursement of the Grant Funds from 48) 2-70 14.()93 1.4 9 the Grant Disbursement Account shall be authorized for any building materials or equipment items which are not physically delivered at the Mobile Home before the date of payment of such Grant Funds to the General Contractor and/or to the subcontractor or (ii) to pay a Grant title fee or cost amount expressly authorized in writing by the Executive Director; (I) prepare and maintain a Grant Funds disbursement ledger for all payments authorized and made by the Contractor to the General Contractors and/or to the subcontractors for the account and debit to each Qualified Homeowner under each Grant made by the Agency to or for the benefit of the Qualified Homeowner in accordance with this Agreement. Such ledger shall show each payment by date and reference the particular Grant, Grant Documents and name of the Qualified Homeowner to which it corresponds. Such ledger shall also include a monthly starting and ending balance for the Grant Disbursement Account, a final reconciliation of the adjusted balance of each Grant upon the completion of the Improvements and/or of the Work, and such other accounting information as the Executive Director may request. A copy of such ledger shall be submitted to the Executive Director each month with the first such monthly submittal due on the first day of the next month following the date of the initial deposit of the Grant Funds by the Contractor and/or by the Agency into the Grant Disbursement Account; (J) No Improvements and/or Work shall be authorized for payment by the Contractor unless the Grant Documents are complete and the Contractor has received a fully executed copy of the General Contractor Agreement by and between the General Contractor and the Qualified Homeowner. Once the Improvements and/or the Work has commenced on a particular Mobile Home, neither the Qualified Homeowner, the General Contractor nor the subcontractor shall authorize an amendment or modification of such contract to include any item of Work, which is not eligible for payment using the Grant Funds under the terms and conditions of the Grant under the Program. Each such contract by and between the General Contractor and the Qualified Homeowner, the General Contractor and the subcontractor, and/or the subcontractor and the Qualified Homeowner shall include a section, which recites the words of the first two (2) sentences of this Section 3(J). Section 4. TIME OF PERFORMANCE OF SERVICES. The Services to be performed hereunder by the Contractor shall be undertaken and completed in such sequence as to assure expeditious completion and to best carry out the purposes of the Program and this Agreement. All Services required hereunder shall begin upon the execution of this Agreement. Section 5. TERM OF AGREEMENT. This Agreement shall take effect upon approval by the governing board of the Agency and the complete execution by the parties. The Agreement shall remain in effect through June 30, 2010, subject to annual approval and appropriation by the United States Department of Housing and Urban Development ("HUO"). Section 6. COMPENSATION PAYABLE BY AGENCY TO CONTRACTOR. (A) The Agency shall annually compensate the Contractor for the performance of the Services using the Low Income Housing Funds in accordance with the following schedule: 4812-7014-!J9JI.4 10 $40,000.00 Annual Program Administration Fee for CONTRACTOR $160,000.00 Annual Mobile Horne Grant Program $200.000.00 (B) From and after the Effective Date of this Agreement and for the remaining term of this Agreement, the Program Administration Fee payable by the Agency to the Contractor as compensation for Services performed by the Contractor under this Agreement shall be paid by the Agency directly to the Contractor, payable in twelve (12) equal monthly installments of $3,333.33 each during the Term of this Agreement, in the aggregate annual amount of $40,000. The Contractor shall invoice the Agency monthly in equal installments of$3,333.33. (C) Payment of each monthly installment in the amount of $3,333.33 for the performance by the Contractor to the Agency of the Services will be made by the Agency to the Contractor as of the first day of each calendar month with the first such payment due on the first day of the next calendar month following the date of the complete execution of the Agreement by the parties. Section 7. PERSONNEL OF CONTRACTOR. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the Services. All of the Services required hereunder will be performed by persons who are either employed by or under the supervision and control of the Contractor, and all personnel engaged in the Services shall be fully competent and qualified to perform such Services. Section 8. INDEPENDENT CONTRACTOR. All acts of the Contractor and all others acting on behalf of the Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of the Agency. The Contractor has no authority to bind or incur any obligation on behalf of the Agency. The Contractor has no authority or responsibility to exercise any right or power vested in the Agency. No agent, officer, or employee of the Agency shall be considered an agent or employee of the Contractor. It is understood by both the Contractor and the Agency that this Agreement shall not under any circumstance be construed or considered to create an employer-employee relationship or a joint venture as between the Contractor and the Agency. The Contractor is and at all times during the Term of this Agreement shall represent and conduct itself as an independent contractor and not as an agent or employee of the Agency. The Contractor shall be responsible to the Agency only for the requirements and results specified in this Agreement, and except as expressly provided in this Agreement, shall not be subject to control by the Agency with respect to the physical action or activities of the Contractor in fulfillment of this Agreement. The Contractor has control over the manner and means of performing the Services under this Agreement so long as consistent with the requirements of the Program. The Contractor is permitted to provide services to others during the same period Services are provided to the Agency under this Agreement. If necessary, the Contractor has the responsibility for employing other persons or firms to assist the Contractor in fulfilling the terms and obligations under this Agreement. If in the performance of this Agreement any third persons are retained as 4812-7014.{)931.4 11 subcontractors by the Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of the Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirements of law shall be determined by the Contractor. The Contractor hereby agrees to indemnify, defend (if requested by Agency), protect and hold the Agency harmless from any and all claims that may be made against the Agency or based upon any contention by any employee of the Contractor or by any third party that an employer-employee relationship or joint venture exists between any individual or entity and the Agency, by reason of the performance of any of the Services under this Agreement. Section 9. PAYMENT OF AND TRANSFER OF GRANT FUNDS TO GRANT DISBURSEMENT ACCOUNT. The Agency shall promptly honor each request by the Contractor for the Agency to transfer Grant Funds to the Contractor who will in turn deposit the Grant Funds to the Grant Disbursement Account to fund each approved Grant as submitted by the Contractor to the Agency under Section 3(D). Within sixty (60) calendar days following receipt of each request for remittance of the Grant Funds, the Agency shall transfer by bank check to the Contractor such Grant Funds to use as provided herein. Section 10. COMMERCIAL GENERAL LIABILITY INSURANCE, AUTOMOBILE INSURANCE, WORKERS' COMPENSATION INSURANCE, EMPLOYER'S LIABILITY INSURANCE, ERRORS AND OMISSIONS AND PROFESSIONAL LIABILITY INSURANCE. (A). The Contractor shall obtain and keep in force during the term of this Agreement, at its sole cost and expense, the following insurance policies: (i) a commercial general liability policy of insurance with coverage at least as broad as "Insurance Services Office Commercial General Liability Form (GOOOI)", in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence, naming the Agency and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the "Additional Insureds") with said insurance covering comprehensive general liability including, but not limited to, contractual liability, assumed contractual liability under this Agreement, acts of subcontractors, premises-operations, explosion, collapse and underground hazards, if applicable, broad form property damage, and personal injury including libel, slander and false arrest, (ii) comprehensive automobile liability insurance covering owned, non-owned and hired vehicles by or for the Contractor, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence, naming the Additional Insureds as additional insureds on each automobile insurance policy, (iii) workers' compensation insurance in such insurance coverage amounts as statutorily required, or similar insurance in form and amounts required by law, and employer's liability insurance, combined single limit in the amount of One Million Dollars ($1,000,000), and (iv) errors and omissions and professional liability, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence. (B) Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of Califomia and rated at leaSt A: XII in the most current Best's Key Rating Insurance Guide. In no event shall the Contractor be permitted or entitled to assign to any third party rights of action which the Contractor may have against the 4812-7014-0931.4 12 Agency. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Contractor shall be primary to and shall not be contributing with any insurance carried by the Agency or by the City whose insurance shall be considered excess insurance only. Any insurance which the Agency and/or City may otherwise carry, including self insurance, for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Legal counsel for the Agency must approve each insurance policy required in Section 10(A) of this Agreement. The Contractor waives subrogation and agrees that the Contractor, the Agency and the City are co- insured. The insurer shall have no right of subrogation against the Agency, against the City or against any of the other Additional Insureds. The Additional Insureds shall be named as additional insureds on each insurance policy. (C) All insurance which the Contractor shall carry or maintain pursuant to this Section 10 shall be in such form, for such amounts, for such periods of time as the Agency may require or approve. (D) The Contractor shall deliver or cause to be delivered to the Agency concurrently upon the execution of this Agreement an endorsement of the insurance policies required in this Section 10(A) of this Agreement evidencing the existence of the insurance coverage required by the Agency under Section 10(A) of this Agreement and shall also deliver, no later than thirty (30) calendar days prior to the expiration of any insurance policy, a certificate of insurance evidencing each renewal policy covering the same risks. Section 11. INDEMNIFICATION. (A) The Contractor agrees to indemnify, defend with legal counsel reasonably acceptable to the Agency, protect and hold the City and the Agency, and their respective elected officials, directors, officers, members, managers, consultants, contractors, employees, agents and attorneys, and the successors and assigns of each of them (singularly and collectively, the "Indemnified Parties" which defined term shall also include the City and the Agency), harmless from and against all actions, causes of action, claims, demands, liabilities, damages, losses, liabilities, obligations, judgments, suits, costs, expenses and fees (including, without limitation, reasonable attorneys' fees, court costs and expert fees of any nature whatsoever), now or hereafter arising from or related to: (i) any act or omission of the Contractor and/or of any of the Contractor's directors, officers, members, managers, consultants, contractors, subcontractors, materialmen, laborers, any other person or entity furnishing or supplying work, services, goods, or supplies in connection with the performance of this Agreement, employees and agents, and the successors and/or assigns of each of them (singularly and collectively, the "Indemnifying Parties" which defined term shall also include the Contractor), in performing, or failing to perform, its obligations hereunder, (ii) any default by the Contractor under this Agreement, subject to any applicable cure period, (iii) any violation by any of the Indemnifying Parties of any Laws, (iv) any warranty or representation made by the Contractor to the Agency in this Agreement that is or becomes false and untrue, (v) death, bodily injury and/or personal injury to any person, (vi) any destruction, loss or damage to real property or personal property, (vii) the presence of any Hazardous Substances at, on, in, above, under or about any Mobile Home 4812-7014-0931.4 13 resulting, directly or indirectly, from the acts or omissions of any Indemnifying Parties and/or (viii) the aggravation of any environmental condition by any Indemnifying Parties at, on, in, above, under or about any Mobile Home. Without limiting the Contractor's indemnification of the Indemnified Parties, the Contractor shall provide and maintain, at its sole cost and expense during the term of this Agreement, the insurance described in Section 10(A) of this Agreement. Such insurance shall be provided by insurer(s) satisfactory to the Agency and evidence of such insurance satisfactory to the Agency shall be delivered to the Executive Director no later than the Effective Date of this Agreement. (B) The Agency shall indemnify, defend (if requested by the Contractor) and hold harmless the Contractor, its agents, officers, and employees, from all claims, losses, demands and liability for damages for bodily injury, personal injury, bodily injury or property damage suffered by reason of any act or omission of the Agency or any of its officers or employees or agents under this Agreement except where such action or omission giving rise to such a claim is caused by or is the result of an action, omission or request of the Contractor and/or of any of the other Indemnifying Parties, or is alleged to arise out of the execution of this Agreement. The provisions of Section 11 (A) and Section 11 (B) shall survive the execution, delivery, performance, expiration or early termination of this Agreement. Section 12. DEFAULTS AND BREACH - GENERAL. The failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default hereunder; 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. A default shall also occur under this Agreement whenever a representation and/or warranty made in this Agreement is or becomes false or untrue. A default shall also occur under this Agreement whenever a party files, or has filed against it, a petition in bankruptcy, is or becomes insolvent, is unable to pay its debts as they mature, assigns its assets for the benefit of creditors, or a receiver, trustee or custodian is appointed by a court to exercise control over all or substantially all of the assets of the party and such receiver, trustee or custodian is not dismissed or discharged by the court within sixty (60) calendar days after said appointment date. 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, and 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 any action or proceeding is brought to enforce the terms hereof or declare rights 4812-7014-0931.4 14 hereunder, it shall be brought in the Superior Court of the County of San Bernardino, San Bemardino District, State of California. The governing Laws to be applied in any such action or proceeding shall be the Laws of the State of California. The prevailing party in any such legal proceedings shall be entitled to recover as an element of its costs of bringing such suit, and not as part of its damages, its reasonable attorneys' fees, court costs, expert witness fees and consultant fees and costs. The costs, salary and expenses of the City Attorney and members of his office in such action or proceeding on behalf of the Agency shall be considered as "attorneys' fees" for purposes of this Section. Section 13. NONDISCRIMINATION. During the Contractor's performance of the Services, the Contractor shall not discriminate on the grounds of race, religion, creed, color, national origin, age, ancestry, physical handicap, medical condition, marital status, sex, or sexual orientation in the performance by the Contractor of the Services, including, without limitation, in the selection and retention of employees, general contractors and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Section 14. CONFLICT OF INTEREST. The Contractor warrants, by execution of this Agreement, that it has no interest, present or contemplated, in the Program or in any Mobile Home benefited thereby or Work performed on any Mobile Home using the Grant and the Grant Funds. The Contractor further warrants that it owns or possesses no interest in real property, business interests or owner of income, other than such amounts of compensation payable by the Agency to the Contractor for the Services under this Agreement, that will be affected by the Program or, alternatively, if such interest exists or arises the Contractor will promptly file with the Agency an affidavit disclosing any such interest. Section 15. AMENDMENTS. All amendments to this Agreement shall be subject to the approval of both parties in the sole discretion of each of them, mutual and in writing. The Executive Director of the Agency is authorized to make non-substantive changes, clarifications, corrections to the Agreement, including budget line item adjustments, provided such actions are approved by legal counsel for the Agency and do not increase the Agency's monetary annual appropriation to the Contractor as approved by the governing board of the Agency. Section 16. TERMINATION. (A) This Agreement may be terminated for any reason by either party who is not then in default upon ten (10) calendar days prior written notice to the other party. In such event, the Contractor shall be entitled to receive compensation for the Services pro-rated through the date of such termination, provided that the Services have been rendered. (B) In the event of a termination of the Agreement as a result of a breach, the rights and duties of the parties shall be as set forth in Section 12. (C) In the event of any termination of this Agreement, the Contractor shall promptly return all Grant Funds that have been disbursed by the Agency to the Contractor with the exception of any Grant Funds that have been paid by the Agency to the Contractor and that have 4812-7014'()93\.4 15 been properly disbursed by the Contractor to or for the benefit of the Qualified Homeowner under this Agreement, without charge or expense to the Agency. Section 17. ASSIGNMENT. It is mutually understood and agreed that this Agreement shall be binding upon the Agency and its successors and assigns and upon the Contractor and its successors and assigns. The Agency may assign this Agreement, without obtaining the prior consent or approval of the Contractor. The Contractor may not assign this Agreement without obtaining the prior written consent of the Agency, which written consent may be given or withheld by the Agency in its sole and absolute discretion. Any assignment or attempt to assign this Agreement by the Contractor shall be void. Section 18. NOTICES. Communications, notices, bills, invoices or reports required by this Agreement shall be in writing and shall be deemed to have been given when actually delivered, if given by hand delivery or transmitted by overnight courier service, or if mailed, three (3) business days after being deposited in the United States mail, postage prepaid, to the address noted below: Agencv Economic Development Agency of the City of San Bernardino Attention: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 Contractor Neighborhood Housing Services of the Inland Empire, Inc. Attention: Executive Director 1390 North "D" Street San Bernardino, California 92405 Phone: (909) 884-6891 Fax: (909) 889-4085 Either party may change its address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. Section 19. REPRESENTATION AND WARRANTY OF CONTRACTOR. The Contractor hereby represents and warrants to the Agency as follows: (A) The Contractor is a California nonprofit corporation duly organized, existing, and authorized to transact business in California; (B) the corporate charter and by-laws of the Contractor authorize the Contractor to provide the Services to the Agency and the governing board and membership of the Contractor have previously taken all action necessary to authorize the execution of this Agreement by the Contractor; (C) the Contractor is qualified to perform the Services and shall timely perform and complete the Services in a professional manner. Section 20. CONDITIONS PRECEDENT. The validity and enforcement of this Agreement is subject to the execution and delivery by the Agency and by the Contractor of the following Agreements: (i) the Rehabilitation Loan Program Agreement, (ii) the Beautification 4812-7014-0931.4 16 Grant Program Agreement, and (iii) the First Amendment to the Homebuyer Education Program Agreement. Section 21. OTHER PROGRAM REOUlREMENTS. (A) The Contractor must carry out all activities in compliance with all federal laws and regulations described in Subpart H of 24 CFR 92 and outlined hereinafter, except that the Contractor does not assume the Agency's or the City's responsibility for environmental review in Section 92.352 or the intergovernmental review process in Section 92.357. These federal laws and regulations must be complied with as follows: 1. Eaual 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 Section 92.350(a). 2. Fair Housing. In accordance with the certification made with its housing strategy, each participating jurisdiction must affirmatively further fair housing. Actions described in Section 570.904(c) of Title II of the Cranston-Gonzales National Affordable Housing Act will satisfy this requirement. 3. Affirmative Marketing. The Contractor must adopt affirmative marketing procedures and requirements for HOME-assisted housing projects of five (5) units or more, if applicable. These must include: i. Methods for informing the public; ii. Requirements and practices that the Contractor must adhere to in order to carry out the affirmative marketing procedures and requirements of the Agency and of the City; iii. Procedures used by the Contractor. to inform and solicit applications from persons in the housing market area who are not likely to apply without special outreach; IV. A description of how the Contractor will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 4. Displacement. Relocation. and Acauisition. Consistent with the other goals and objectives of this Subpart H of24 CFR 92, the Contractor must ensure that it has taken all reasonable steps to minimize the displacement of persons (families and individuals) as a result of any project assisted with HOME funds. Moreover, the Contractor agrees that it will not undertake any project activity that will cause displacement of any homeowner in accordance with Section 92.353, without the approval of the City. 4812-7014.0931.4 17 5. Conflict of Interest. The Contractor will hereby comply with all requirements set forth regarding conflict of interest provisions as they apply in Section 92.356. 6. Debarment and SusDension. As required in Section 92.357, the Contractor will comply with all debarment and suspension certifications. 7. 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 11. Flood insurance is obtained as a condition of approval of the commitment. If the Mobile Home Unit is located in an area identified by FEMA as having special flood hazards, upon notification by the Agency or FEMA, the Contractor is responsible for assuring that flood insurance under the National Flood Insurance Program is obtained and maintained on each Mobile Home Unit assisted with Grant Funds. Section 22. GRANT FUNDS AND GRANT DOCUMENTS ARE THE PROPERTY OF THE AGENCY. The Grant Documents for each Grant are the property and asset of the Agency. The Contractor has no property interest in any such Grant Documents and the Contractor shall not transfer, assign or pledge as collateral or claim any other security interest in any such Grant Documents. All of the Grant Documents are the property of the Agency, and the Contractor shall maintain all such Grant Documents in its possession as confidential consumer business records of the Qualified Homeowner. All Grant Funds disbursed by the Agency to the Contractor for the benefit of a Qualified Homeowner are the property of the Agency until paid by the Contractor to the General Contractor upon the completion of the Work at the Mobile Home for the account of the Qualified Homeowner under the applicable Grant Documents. Section 23. NON-ELIGIBILITY OF OUALIFIED HOMEOWNER. Once the Agency has approved the Grant Application and the Mobile Home Repairs Document for the Qualified Homeowner and has disbursed the Grant Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement, the Qualified Homeowner now or hereafter shall have no right to apply for and to receive any other grant or loan being offered by the Agency to the general public under any grant or loan program, including, without limitation, any grant being offered by the Agency under the Single-Family Beautification Grant Program Agreement or any loan being offered by the Agency under the Single-Family Rehabilitation Loan Program Agreement, until ten (I 0) years after the date that the Agency has paid the last installment of the Grant Funds to the Contractor for the benefit ofthe Qualified Homebuyer under this Agreement. 4812-7014'{)931.4 18 Section 24. GENERAL PROVISIONS. This Agreement constitutes the sole agreement between the parties. All prior conversations, agreements or representations relating hereto are integrated in this Agreement. No oral agreement, representation or warranty shall be binding upon the parties. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Failure of any party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. Headings at the beginning of each section or subsection are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference. If the date on which any action is required to be performed under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. This Agreement may be executed in one or more counterparts each of which shall be an original but all of which together shall constitute but one original Agreement. This Agreement may be executed by facsimile signatures, and each facsimile counterpart when taken together shall be deemed an original Agreement. Time is of the essence in this Agreement. 4812-7014-0931.4 19 IN WITNESS WHEREOF, the Contractor and the Agency have caused this Agreement to be duly executed on the date first above written. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Content: \/~Ji~ Agency Co s I CONTRACTOR Neighborhood Housing Services of the Inland Empire, Inc., a California nonprofit corporation Date: Iv /d9-09 BY~ Name: Cf. f/(>-e-rc.. Title: Executive Director Date: By: Name: Title: 4812-7014-0931.4 20 EXHffiIT "A" 2009 Income Limits 4812-7014-0931.4 21 EXHIBIT "B" 4812-7014-0931.4 22 EXHIBIT "C" SCOPE OF SERVICES (Description of Program) A. Contractor's Administration Annual Fee The Agency shall annually compensate the Contractor the total sum of Forty Thousand Dollars ($40,000.00) for the administration and the implementation by the Contractor of the Program herein and for the Services rendered under this Agreement, subject to the annual approval and appropriation by the United States Department of Housing and Urban Development ("HUD"). The Contractor shall invoice the Agency monthly in equal installments of Three Thousand Three Hundred Thirty-Three Dollars and 33/100 ($3,333.33), in the aggregate annual amount of Forty Thousand Dollars ($40,000.00). B. Mobile Home Grant Prol!ram (the "Prol!ram") ($200.000) The Contractor shall accept the Grant Applications and the Mobile Home Repairs Document from respective Qualified Homeowner applicants to determine income and improvement eligibility (see Exhibit "AU to this Agreement), to determine equity in the Mobile Home and to verify ownership and length of ownership. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or in the Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as-needed, first-come, first-served basis, to Qualified Homeowners throughout the City of San Bernardino. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application ahead of other Grant Applications subject to the approval by the Executive Director. The Improvements allowed under the Program are described in Section "c" below of this Scope of Services. C. EIil!ible Improvements Permitted under the Prol!ram The following types of Improvements, without limitation, are permitted in connection with the Program: (i) roof replacement (metal aluminum, composition shingle, including carport and awnings), and (ii) replacement of siding and skirting, patios and porches, stair units (carpet and handrails), carport columns, water heaters, HV AC, evaporative cooling units, ceilings paneling (interior), sub-flooring repair and finished floors, refrigeration units and counter tops, handicap fixtures and units, appliances (limited to stovetops, wall ovens, exhaust hoods), doors and windows. The maximum amount of the Grant permitted under the Program is the sum of Five Thousand Dollars ($5,000) per Mobile Home without the prior written approval of the Executive Director. 4812-7014-0931.4 23 D. Applicant Elilrlbilitv Reauirements for the Prol!:ram I. Qualified Homeowner must be an owner and occupant of the Mobile Home Unit, as its principal residence, for a minimum period of one (I) year; on a case-by-case basis, and depending on the circumstances, this one (1) year requirement may be waived by the Executive Director or his/her designee; the Contractor shall obtain evidence of ownership and length of ownership and residency. The Mobile Home Unit must be built on or after 1980. 2. Qualified Homeowner must execute and complete a Grant Application and a Mobile Home Repairs Document and must deliver and submit the Grant Application and the Mobile Home Repairs Document, as fully executed and completed, to the Contractor. The Contractor shall receive, review, verify and approve or reject the Grant Application and the Mobile Home Repairs Document. If the Grant Application and/or the Mobile Home Repairs Document is not acceptable to the Contractor, the Contractor shall notify the applicant in writing within ten (10) business days from the receipt by the Contractor of the Grant Application and/or of the Mobile Home Repairs Document and the Contractor shall provide the applicant with the reasons for the rejection by the Contractor. 3. Qualified Homeowner must have a personal or household income level, adjusted for family size, during the twelve (12) months preceding the date of submission of the Grant Application and the Mobile Home Repairs Document to the Contractor within the ranges of income for low income households, adjusted for family size, as set forth in Exhibit "A" to this Agreement, subject to annual adjustment. 4. Qualified Homeowner must agree to live in the Qualified Homeowner's Mobile Home, as its principal residence, for not less than one (1) year after the execution by the Qualified Homeowner of the Grant Documents. 5. Qualified Homeowner must execute and acknowledge, where designated, the Grant Documents. The Qualified Homeowner, without limitation, shall execute and notarize all recordable Grant Documents, if any, and the Contractor or the Agency shall record, or shall cause the recordation of all such recordable Grant Documents, if any, in the County Recorder's Office. 6. Qualified Homeowner must have received written notice from the Agency, from the City or from any other governmental authority (including, without limitation, the City's Building and Safety Division) advising the Qualified Homeowner that the Mobile Home Unit owned by the Qualified Homeowner is in violation of Title 25 of the Mobile Home Park Act and/or is in violation of any other applicable legislation, local codes or other Laws. 7. The Qualified Homeowner must not be the recipient of a grant or of a loan from the Agency for the past ten (10) years. 4812.7014'()931.4 24 E. Guidelines: The Contractor shall conduct, administer, implement, comply with and perform the following guidelines in connection with the Program: I. The Contractor shall administer and implement the Program herein and shall utilize the applicable and pertinent sections of the Economic Development Agency's (the "EDA") Grant Policies and Procedures Manual for guidance on processing and packaging all Grants under this Agreement, if applicable, under the direction of the Executive Director. 2. The Contractor shall accept the Grant Applications from respective Qualified Homeowner applicants to determine income and improvement eligibility, to determine equity in the Mobile Home, and to verify ownership and length of ownership. The Contractor shall offer the Program to Qualified Homeowners in the Target Area or Target Areas specifically determined and designated by the Agency or, if no Target Area is or no Target Areas are specifically determined and designated by the Agency, then on an as-needed, first-come, first- served basis, to Qualified Homeowners throughout the City of San Bernardino. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Grant Application on an urgent basis ahead of other Grant Applications subject to the approval of the Executive Director. 3. A mobile home certified inspector for the City of San Bernardino, State of California shall inspect eligible Mobile Homes and properties to determine the type of health and safety and code violation repair work needed, including asbestos and lead-based paint removal, the age and overall condition of the Mobile Home and to ensure that all Mobile Homes repaired or improved under the Program when completed are aesthetically pleasing and in compliance with all Laws, including, without limitation, Title 25 of the California Development Code, Chapter 2, Articles I-II. 4. The Contractor shall prepare and complete Work write-ups, cost estimates, and bid packages for the Improvements to be constructed, installed, performed and completed for each Qualified Homeowner's Mobile Home. 5. The Contractor shall ensure that all Improvements and/or Work constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Mobile Home shall be constructed, installed, performed and completed by pre-qualified State licensed General Contractors and/or State licensed subcontractors. The Contractor shall also require that each General Contractor and/or subcontractor constructing, installing, performing and/or completing the Improvements and/or the Work in connection with the Qualified Homeowner's Mobile Home under the Program shall possess a current business license in the City and shall possess a current license with the State of California Contractor's License Board. The Contractor shall be required, whenever feasible, to obtain a minimum of three (3) bids from General Contractors for all Improvements and/or for all Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Mobile Home. All bids shall be made available by the Contractor to the Qualified Homeowner for review. All Improvements and/or Work constructed, installed, performed and/or completed by General Contractors and/or by 4812.7014.0931.4 25 subcontractors in connection with the Qualified Homeowner's Mobile Home shall be approved and authorized by the Qualified Homeowner, and shall be completed within a specified timefrarne acceptable to the Qualified Homeowner and the General Contractors and/or the subcontractors. 6. The Contractor shall solicit bids for the construction, installation, performance and/or the completion of the Improvements and/or of the Work in connection with the Qualified Homeowner's Mobile Home from a list of pre-approved General Contractors. The Contractor shall assist the Qualified Homeowners with the selection of a General Contractor, and shall assist the Qualified Homeowner in connection with the execution of the General Contractor Agreement, including, without limitation, a determination as to the scope of the Improvements and/or of the scope of Work to be constructed, installed, performed and/or completed by the General Contractor, any schedule of performance, other schedules, conduct pre-construction and walk-through conferences. 7. Prior to the execution of the General Contractor Agreement and prior to any funding by the Contractor of any Grant Funds to the General Contractor for the proposed Improvements and/or Work to be constructed, installed, performed and/or completed, the Contractor, the Qualified Homeowner, the General Contractor and the members of the Agency application review committee (the "Application Review Committee") appointed and assigned by the Agency to approve, administer and oversee the construction, the installation, the performance and/or the completion of the Improvements and/or of the Work shall meet on one or more occasions to discuss the Improvements and/or the Work to be constructed, installed, performed and/or completed in connection with the Qualified Homeowner's Mobile Home and the methodology used or to be used to identifY, quantify and assist the Qualified Homeowner. 8. The Agency and the Qualified Homeowner must review, approve, execute and acknowledge, where designated, the Grant Documents. The General Contractor and/or any subcontractor cannot commence the construction, the installation, the performance and/or the completion of the Improvements and/or of the Work in connection with a Qualified Homeowner's Mobile Home until: (i) the Grant Documents have been executed and acknowledged, where appropriate, by the Agency and by the Qualified Homeowner, and (ii) all other recordable Grant Documents in connection with the Grant, if any, have been recorded by or for the Contractor or the Agency in the County Recorder's Office. 9. The General Contractor shall obtain one or more permits as required by applicable Laws to construct, to install, to perform and/or to complete the Improvements and/or the Work at the Qualified Homeowner's Mobile Home. At the time that the Contractor submits an invoice to the Agency for payment of all or a portion of the Grant Funds in connection with the Grant made by the Agency to the Qualified Homeowner, the Contractor shall provide the Agency with a copy of each permit that is or will be required to construct, to install, to perform and/or to complete the Improvements and/or the Work in connection with the Qualified Homeowner's Mobile Home. The Agency shall have no obligation to pay any invoice submitted by the Contractor to the Qualified Homeowner until the Agency has received and approved each permit issued for the Improvements and/or for the Work completed by the General Contactor and/or by the subcontractor and identified in the invoice. 4812.7014'()9JI.4 26 10. The Contractor shall inspect and monitor the Improvements and/or the Work while in progress and shall supervise the payment invoice procedures to ensure that all General Contractors and subcontractors are meeting obligations and that progress payments and retentions are paid in a timely manner. The Contractor shall approve all change orders relating to and in connection with the construction and the completion of the Improvements at the Mobile Home. All change orders must relate to the construction and to the completion of the Improvements permitted under the Grant approved and made by the Agency in favor of the Qualified Homeowner. Should the costs and fees in connection with the change order, in the aggregate, exceed ten percent (10%) of the amount of the Grant Funds awarded by the Agency to the Qualified Homeowner, the Agency will also need to approve, in writing, the change order. II. The Contractor shall receive and collect from the General Contractors and/or from the subcontractors an executed lien release under one of the following lien releases, as required by the Agency: (i) an unconditional waiver and release upon progress payment, or (ii) an unconditional waiver and release upon final payment. The Contractor shall not make the final payment of the remaining Grant Funds to any General Contractor until the General Contractor and/or all subcontractors have executed and the Contractor has received the conditional waiver and release upon final payment or the unconditional waiver and release upon final payment. 12. The Contractor shall coordinate final inspection and payment of the General Contractor Agreement retention with the Qualified Homeowner, with the General Contractor and with the Agency. The contract retention shall not be paid by the Contractor to the General Contractors and/or to the subcontractors until all time periods for filing liens have expired and no liens have been filed under applicable Laws. 13. Prior to the payment by the Contractor of the Grant Funds, or any portion thereof, to the General Contractor, for the construction, for the installation, for the performance and/or for the completion of the Improvements and/or of the Work in connection with a Qualified Homeowner's Mobile Home, the Contractor shall notify the Agency that the Contractor has received an invoice for payment. Within ten (10) business days from receipt by the Contractor of the invoice, the Contractor and the Agency shall inspect and approve the Improvements and/or the Work identified in the invoice and constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractor. The Contractor shall not pay any such invoice for the construction, installation, performance and/or completion of the Improvements and/or of the Work until the Contractor and the Agency have inspected and approved, in writing, the Improvements and/or the Work constructed, installed, performed and/or completed by the General Contractor and/or by any subcontractors. The Agency reserves the right to approve payment of an invoice in circumstances when no physical inspection is needed as determined by the Agency in its sole and absolute discretion (i.e., fumigation for termites). 14. The Contractor shall maintain accurate records for inspection by the Agency concerning income and program occupancy of all persons obtaining assistance from the Contractor pursuant to this Agreement including, but not limited to, the Grant Application and the other Grant Documents, proof of ownership, income verification, comparables or appraisals and/or Work write-ups. The original Grant Documents shall be executed and acknowledged, where 4812-7014-0931.4 27 appropriate, by the Agency and by the Qualified Homeowner, shall be for the benefit of the Agency and shall be delivered by the Contractor to the Agency in connection with each Grant made by the Agency to the Qualified Homeowner. 15. The Contractor shall also provide quarterly reports to the Agency, or as otherwise required by the Agency, upon the request of the Executive Director to the Contractor. 16. From time to time, the Agency and the Contractor shall coordinate inspection of the Improvements and/or of the Work at the Qualified Homeowner's Home to ensure that the Improvements and/or the Work are performed, installed, constructed and completed in a good workmanlike manner and in accordance with all applicable Laws. 17. The Contractor shall provide any and all services required by the Executive Director or his/her designee, in order to effectively implement and complete the Services under this Agreement. 4812-7014-lJ931.4 28 AMENDMENT NO.1 HOME AGREEMENT (2007-2010 HOME Funds) (Neighborhood Housing Services ofthe Inland Empire, Inc.) THIS AMENDMENT NO. I (the "First Amendment"), dated as of July 6, 2009, by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency") and the Neighborhood Housing Services of the Inland Empire, Inc., a California nonprofit corporation ("NHS" or NHSIE") amends the HOME Agreement, dated June 4,2007 (the "Original Agreement"), by and between the Agency and "NHS". The Agency and NHS agree as follows: RECITALS WHEREAS, the Agency and NHS have previously entered into the Original Agreement (which Original Agreement includes Exhibit "A" attached thereto) wherein NHS has agreed, without limitation, to develop, manage and support the Homebuyer Education Program for low- and moderate-income households in the City of San Bernardino (the "City"), in the County of San Bernardino (the "County"), in the State of California (the "State"), in accordance with and pursuant to the terms, covenants and conditions of the Agreement; and WHEREAS, the Agency and NHS desire to amend the Original Agreement pursuant to the terms, covenants and conditions of this First Amendment (the Original Agreement, as amended by this First Amendment shall collectively be referred to as the "Agreement"); and WHEREAS, the Agency and NHS have determined and agreed that this First Amendment benefits both the Agency and NHS. NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE AGENCY AND NHS IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE AGENCY AND BY NHS, THE AGENCY AND NHS AGREE AS FOLLOWS: 1. Recitals. The above Recitals of this First Amendment shall be incorporated herein by this reference. 2. Definitions. Initially capitalized terms in this First Amendment shall have the meanings provided for in the Original Agreement except for those terms specifically defined in this First Amendment. 3. Title of the Original Agreement. The title of the Original Agreement shall be changed from: "2007 HOME AGREEMENT (2007-2010 HOME Funds)" to "2007 HOMEBUYER EDUCATION PROGRAM AGREEMENT (2007-2010 HOME Funds)." 4846-9953-4851.1 1 4. Introductorv Paragraph. In line one (I) on page one (1) of the introductory paragraph to the Original Agreement, the words "THIS HOME AGREEMENT ("Agreement") is made and entered into this 4th day of June 2007, by" shall be deleted in their entirety and replaced by the following words: "THIS HOMEBUYER EDUCATION PROGRAM AGREEMENT (the "Agreement") is made and entered into this 4th day of June 2007, by". 5. Hold Harmless. In Article II, Scope of Services and Compensation, Section C, Other Program Requirements, Hold Harmless, Page 3 of the Original Agreement, the "Hold Harmless" provision shall be deleted in its entirety and replaced by the following: "Indenrnification. NHS agrees to indemnify, defend with legal counsel reasonably acceptable to the Agency, protect and hold the City and the Agency, and their respective directors, officers, members, managers, consultants, contractors, employees, agents and attorneys, and the successors and assigns of each of them (singularly and collectively, the "Indenrnified Parties" which defined term shall also includes the City and the Agency), harmless from and against all actions, causes of action, claims, demands, liabilities, damages, losses, liabilities, obligations, judgments, suits, costs, expenses and fees (including, without limitation, reasonable attorneys' fees, court costs and expert fees of any nature whatsoever), now or hereafter arising from or related to: (i) any act or omission of NHS and/or of any of NHS's directors, officers, members, managers, consultants, contractors, subcontractors, materialmen, laborers, any other person or entity furnishing or supplying work, services, goods, or supplies in connection with the performance of this Agreement, employees and agents, and the successors and/or assigns of each of them (singularly and collectively, the "Indenrnifying Parties" which defined term shall also include NHS), in performing, or failing to perform, its obligations hereunder, (ii) any default by NHS under this Agreement, subject to any applicable cure period, (iii) any violation by any of the Indenrnifying Parties of any applicable federal, state, municipal or local laws, stat1ltes, codes, regulations, ordinances, rules, decrees, orders, or any requirements of any government authority, now or hereafter in existence, as amended from time to time, including, without limitation, any laws environmental laws (collectively, the "Laws"), (v) any warranty or representation made in this Agreement that becomes false and untrue, (vi) death, bodily injury and/or personal injury to any person, and/or (vii) any destruction, loss or damage to real property or personal property. This indenrnitication provision shall survive the execution, delivery, performance and/or termination of this Agreement. Without limiting NSH's indemnification of the Indenrnified Parties, NHS shall provide and maintain, at its sole cost and expense during the during of this Agreement, the insurance described below covering, without limitation, the operations ofNHS. Such insurance shall be provided by insurer(s) satisfactory to the Agency and evidence of such insurance satisfactory to the Agency shall be delivered to the Interim Executive Director of the Agency and/or to his designee no later than the effective date of this Agreement." 6. General Liabilitv. In Article II, Scope of Services and Compensation, Section C, Other Program Requirements, General Liability, Page 3 of the Original Agreement, the "General Liability" provision shall be deleted in its entirety and replaced by the following: 4846.99534851.1 2 "Insurance. No later than the effective date of this Agreement, NHS shall pay, procure and maintain during the term of this Agreement the insurance policies and insurance coverage provided for herein and shall furnish, or shall cause to be furnished, to the Agency duplicate originals or appropriate certificates of the following insurance: (i) commercial indemnity and liability insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit per occurrence, naming the Agency and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the "Additional Insureds") with said insurance covering comprehensive general liability including, but not limited to, contractual liability, acts of subcontractors, premises-operations, explosion, collapse and underground hazards, if applicable, broad form property damage, and personal injury including libel, slander and false arrest, (ii) comprehensive automobile liability insurance covering owned, non-owned and hired vehicles, combined single limit in the amount of One Million Dollars ($1,000,000.00) per occurrence, (iii) workers' compensation insurance in such insurance coverage amounts as statutorily required and employer's liability insurance, combined single limit in the amount of$I,OOO,OOO, and (iv) errors and omissions and professional liability insurance, combined single limit in the amount of One Million Dollars ($1,000,000) per occurrence. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least A: XII in the most current Best's Key Rating Insurance Guide. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by NHS shall be primary to any and all insurance which the Agency and/or City may otherwise carry, including self insurance, which for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Appropriate insurance means those insurance policies approved by Agency Counsel consistent with the foregoing. Any and all insurance required hereunder shall be maintained and kept in force during the term of this Agreement. NHS waives subrogation and agrees that NHS and the Agency and the City are co-insured. NHS will cause each insurance carrier obtained by it to waive any subrogation claim. The insurer shall have no right of subrogation against the Agency, against the City or against any other Additional Insureds. The Agency, the City and the other Additional Insureds shall be named as additional insureds on each insurance policy." 7. Attornev's Fee. In Article III, Section D, Attorney's Fees, Page 5 of the Original Agreement, all references to the word "attorney's" shall be deleted in their entirety and replaced with the following word: "attorneys"'. 8. Exhibit "A". In Article I, Section A, Page 7 of the Original Agreement the number "227" shall be deleted in its entirety and replaced by the number "300". 9. Exhibit "A". In Article I, Section B, Page 7 of the Original Agreement, the last sentence in Section B shall be deleted in its entirety and replaced with the following last sentence: "A total of not less than nine (9) public or private businesses and/or organizations per year will be targeted in the City of San Bernardino." 10. Exhibit "A". In Article I, Section D, Page 7 of the Original Agreement, Section D will be deleted in its entirety and replaced by the following: "NHS shall train a minimum of one 4846.9953-4851.1 3 thousand two hundred (1,200) potential homebuyers per year. From this total a minimum of three hundred (300) participants shall be trained who either reside in or work in the City of San Bernardino." 11. Exhibit "A". On Page 7 of the Original Agreement, the following new Section "E" shall be added to Article I of Exhibit "A". . "Section E. NHS shall heavily target and market to San Bernardino residents and shall regularly track the number of Homebuyer Education Program participants who eventually become homeowners within the City of San Bernardino. NHS shall provide the City and the Agency with monthly reports detailing, without limitation, the participants and the families completing the Homebuyer Education Program and their current relationship to the City with respect to their employment and/or to their residence within the City. Such monthly reports shall be reasonably acceptable to the Agency and to the City and shall include, without limitation, the number offamilies purchasing a home within the City." 12. Miscellaneous Provisions. This Agreement cancels and supersedes the HOME Agreement (2000-2003), dated January 22, 2001, as executed by and between the Agency and NHS, as amended by the Amendment No.1 HOME Agreement (2000-2003), dated January 20, 2004, as executed by and between the Agency and NHS, as further amended by the Amendment No.2 HOME Agreement (2000-2003), dated May 21, 2007, as executed by and between the Agency and NHS. Further, the Agency and NHS restate and reaffirm the Original Agreement except as modified by this First Amendment. All terms of the Original Agreement remain in full force and effect except as modified by this First Amendment. In the event of any inconsistency, contradiction or ambiguity in the Original Agreement and in the First Amendment, the inconsistency, contradiction or ambiguity shall be resolved in favor of the First Amendment. The Agency and NHS have the authority to execute, deliver and perform this First Amendment and the parties executing this First Amendment on behalf of the Agency and NHS have the authority to bind the Agency and NHS to this First Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment No. I to the Original Agreement to be executed as of the day and year first written above. NHS Dated/'?,~9 fur; Neighborhood Housing Services of the Inland Empire, Inc., a California nonprofit corporation ~ By' N~e: e' ~ Its: &" ;(. '" r.....li Ji- -- Novye... 7> ;/'t? c.:;v- 4846-9953-4851.1 4 Dated: A~iilmdCM'~' Agency A 0 Y 4846-9953-4851.1 AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director 5