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HomeMy WebLinkAbout09.A- Redevelopment Agency 9.A RESOLUTION (ID # 1971) DOC ID: 1971 A CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Teri Baker M/CC Meeting Date: 08/20/2012 Prepared by: Lorraine Wyche, (909) 663- 1044 Dept: Redevelopment Agency Ward(s): 1 Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Serving as the Successor Housing Agency to the Redevelopment Agency of the City of San Bernardino Approving Amendment No. 1 to the Home Investment Partnership Act Fund Sub-Recipient Agreement by and Between Affordable Housing Solutions of San Bernardino, Inc., and the City of San Bernardino for the Administration of the Home Program. (At the Meeting of August 6, 2012, Item Continued to August 20, 2012.) Financial Impact: Prior year's HOME Funds are available under the Agreement and the newly approved$880,470 will be incorporated into the Agreement to carry-out projects on a citywide basis. Motion: Adopt Resolution. Synopsis of Previous Council Action: On July 12, 2012, the Affordable Housing Solutions, Inc., Board approved Amendment No. 1 to the HOME Investment Partnership Act Fund Sub-Recipient Agreement by and between Affordable Housing Solutions of San Bernardino, Inc., and the City of San Bernardino for the administration of the HOME Program and unanimously voted to recommend that the Mayor and Common Council consider this action for approval. Background: On June 20, 2011, the Mayor and Common Council approved and authorized the City Manager to execute the Sub-Recipient Agreement for the HOME Investment Partnership Act Grant Program ("HOME") Administration with Affordable Housing Solutions of San Bernardino, Inc., ("AHS") as the designee of the Redevelopment Agency of the City of San Bernardino ("Agreement"). Since the approval of the Agreement, AHS has been administering the HOME program and has entered into certain agreements such as a Community Housing Development Organization ("CHDO") Agreement with Housing Partners 1, Inc., and Neighborhood Housing Services of the Inland Empire ("NHSIE") to acquire, rehabilitate, and resell abandoned and foreclosed single-family homes in Ward 1 to income eligible households and committing $1.1 million in HOME Funds for these activities. CURRENT ISSUE: The Agreement is proposed to be amended through Amendment No. 1 in order to: �- Incorporate the approved 2012-2013 HOME Grant allocation of$880,470 in the Five- Updated: 8/8/2012 by Linda Sutherland A 1971 year Consolidated and Annual Plans to the Agreement; Allow for demolition of unsafe homes and relocate the inhabitants, and replace the demolished homes with new in-fill homes; and Make other administrative and reporting changes to the HOME Program. ENVIRONMENTAL IMPACT: There is no impact under the National Environmental Protection Act ("NEPA") under 24 CFR 58.34 and California Environmental Quality Act("CEQA"), pursuant to Section 15301. FISCAL IMPACT: Prior years HOME Funds are available under the Agreement and the newly approved $880,470 will be incorporated into the Agreement to carry-out projects on a citywide basis. RECOMMENDATION: That the Mayor and Common Council serving as the Successor Housing Agency to the Redevelopment Agency of the City of San Bernardino adopt the attached Resolution. City Attorney Review: Su000rtin¢Documents: 08-06-12 Amendment No. 1 to HOME Sub-Recipient Agreement SA Reso(DOCX) © 08-06-12 Amenment No. 1 to HOME Sub-Recipient Agreement (City&AHS) (DOCX) 06-20-11 HOME - Sub-Recipient Agreement City AHS (PDF) Updated: 8/8/2012 by Linda Sutherland A Packet Pg. 565 EM RESOLUTION NO. s 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0 OF SAN BERNARDINO APPROVING AMENDMENT NO. 1 TO THE HOME 3 INVESTMENT PARTNERSHIP ACT FUND SUB-RECIPIENT y 4 AGREEMENT BY AND BETWEEN AFFORDABLE HOUSING SOLUTIONS ° OF SAN BERNARDINO, INC., AND THE CITY OF SAN BERNARDINO o 5 FOR THE ADMINISTRATION OF THE HOME PROGRAM z c d 6 7 WHEREAS, Affordable Housing Solutions of San Bernardino, Inc. ("AHS"), was formed E 8 pursuant to the non-profit corporation laws of the State of California and was formed for the r 9 purposes of assisting in the implementation of various housing initiatives within the City of San v 10 Bernardino (the "City") and to undertake such other activities, programs and projects of the now o N 11 former Redevelopment Agency of the City of San Bernardino (the "Former Agency") and the City 12 as are then deemed advisable by AHS through its Board of Directors as the same relate to housing d It 13 activities; and 14 WHEREAS, the City has entered into a contract with the United States Department of E �✓ E 15 Housing and Urban Development ("HUD") to implement the City's HOME Investment Partnership a 16 Act Fund("HOME") Program under Title II of the Cranston-Gonzalez National Affordable Housing .Q 17 Act, as amended; and 18 WHEREAS, AHS and the City entered into that certain HOME Investment Partnership Act 19 Fund Sub-Recipient Agreement with the City dated June 20, 2011 (the "Agreement") wherein the LU 0 20 City retained and designated AHS to administer its Federal Entitlement Grant Program — Home o 21 Investment Partnership Act("HOME") as the Sub-Recipient("Sub-Recipient"); and o Z 22 WHEREAS,the City has contracted with AHS to administer NSPI,NSP3, HOME and other d E 23 Federal and State Housing Funds;and d 24 WHEREAS, the Sub-Recipient is designated to carry-out all actions necessary to implement a N r 25 the HOME Program objectives of providing and preserving affordable housing to eligible lower o W 26 income individuals and households; and 27 r U N 28 Q 1 C:\dommentse sdtings\sutherland li\bc lsettings\temp\minutnmq\ssnb .dimeityca(a}.a merdi ityea.igm .wm\work\ffitaclwentsl3427.docx a 1 WHEREAS, the City and the Sub-Recipient desire to cooperate in the implementation of the U) W 0 2 HOME Program by reason of experience, preparation, organization, staffing, facilities to x 3 provide homes and services for the benefit of lower-income persons; andsm 0 4 WHEREAS, in addition to other sources of funding and other program opportunities, the 0 5 Mayor and Common Council of the City of San Bernardino as the governing body of the City seeks c 6 to engage the Sub-Recipient to assist the City in utilizing its HOME Funds for the production and v C 7 preservation of affordable housing in the City as approved in the 2010-2015 Consolidated Plan and E 8 the 2012-2013 Annual Action Plan and all prior years carryover of HOME Funds; and rn 9 WHEREAS, the City and Sub-Recipient desire to amend Sections 4(B), 5, 7 and 11 of the a^ 10 Agreement to incorporate the 2012-2013 HOME Grant allocation of$880,470 and expand the scope o 11 to include the demolition of unsafe homes, relocate the residents and replace with new in-fill homes. 12 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY a: 13 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS w 014 FOLLOWS: E 15 Section 1. The Mayor and Common Council hereby finds and determines that the facts and o, a 16 circumstances set forth in the Recitals hereof are true and correct in all respects, and acknowledges m Z 17 that the Staff Report as presented to the Mayor and Common Council is true and correct; and .5 18 Section 2. The City Manager is hereby authorized to execute Amendment No. 1 to the Vl 19 Home Investment Partnership Act Fund Sub-Recipient Agreement by and Between the City of San 2 0 20 Bernardino and Affordable Housing Solutions of San Bernardino, Inc., a California Non-Profit c 21 Corporation, attached and incorporated herein as Exhibit"A", together with such changes therein as 6 Z 22 may be approved by the City Manager and the City Attorney. The City Manager or her designee is 23 further authorized to do any and all things and take any and all actions as may be deemed necessary a E 24 or advisable to effectuate the purposes of Amendment No.1 to the Agreement including making a N 25 non-substantive modifications. o 00 26 Section 3. This Resolution shall take effect upon its adoption and execution in the manner 27 as required by the City Charter. E L U 28 2 \�, Q\domments and smingst thedand_li\localsettwgs\temp\mimetrag� bemardinocit ca @sanbema cit c iqm .mm\worktnnec .m �3427.doex 9.A.a RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 I OF SAN BERNARDINO APPROVING AMENDMENT NO. 1 TO THE HOME w 2 INVESTMENT PARTNERSHIP ACT FUND SUB-RECIPIENT o AGREEMENT BY AND BETWEEN AFFORDABLE HOUSING SOLUTIONS x 3 OF SAN BERNARDINO, INC., AND THE CITY OF SAN BERNARDINO Y FOR THE ADMINISTRATION OF THE HOME PROGRAM g 4 6 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and z d 6 Common Council of the City of San Bernardino at a regularly scheduled meeting thereof, held on E d 7 the day of 2012,by the following vote, to wit: E a 8 9 Council Members: Aves Nays Abstain Absent v 10 MARQUEZ 0 .N 11 JENKINS d 12 VALDIVIA o: 13 SHORETT N 14 KELLEY W E 15 JOHNSON rn MC CAMMACK a 16 r a� .Q 17 U d 18 Georgeann Hanna, City Clerk L 19 2 The foregoing Resolution is hereby approved this day of 2012. i 20 0 21 6 z 22 Patrick J. Morris,Mayor City of San Bernardino E 23 d Approved as to form: a 24 James F. Penman N 25 City Attorney o co 26 By: o d 27 E U p W 28 a 3 CAwo ms ma unmgs\uuwdana c\wm]Wtt gs\t� jute q�xmera ckyr @sa mvd cRy .iqm .wm\w rk\anachvm \3427.docx Packet Pg. 568 EXHIBIT "A" 1 W 2 O x 3 Amendment No. 1 to the HOME Sub-Recipient Agreement O 4 0 5 z C d 6 E U C d 7 E ¢ 8 n rn 9 v v C 10 0 .y 11 � O 12 R' 13 ¢ c 14 E d 15 rn 16 5 d .a 17 18 6 U) 19 2 O 20 0 .. r 21 d z 22 d E 23 c d E 24 ¢ N r 25 0 Co O 26 c d 27 E s v m 28 a 4 C woeamems aaa a enmga�ame,iand_elmeai �m�anacn ent5\3427.docx 9.A.b w O 2 m L_ O AMENDMENT NO. 1 TO THE z HOME INVESTMENT PARTNERSHIP ACT FUND SUB-RECIPIENT AGREEMENT E a BY AND BETWEEN N THE CITY OF SAN BERNARDINO _ AND a �e AFFORDABLE HOUSING SOLUTIONS OF SAN BERNARDINO, O INC., A CALIFORNIA NON-PROFIT CORPORATION d E a L a 'a U d A 3 w 5 O x O 0 z w c m E c m E a N O O O C © N L U a Packet Pg. 570 9.A.b AMENDMENT NO. 1 TO THE w HOME INVESTMENT PARTNERSHIP ACT FUND 0 x L SUB-RJ,CIPIENT AGREEMENT o 6 Z c This Amendment No. 1 to the HOME Investment Partnership Act Fund Sub-Recipient Agreement dated June 20, 2011, (`Agreement") is entered into this day of 2012, ("Amendment"), by and between the City of San Bernardino, a municipal corporation and E charter city, hereinafter referred to as the "City" and Affordable Housing Solutions of San Bernardino a hic., a California 501(c)3 non-profit corporation ("AHS"), hereinafter referred to as the "Sub- Recipient". ui WITNESSETH o N WHEREAS, the City has entered into a contract with the United States Department of Housing and Urban Development ("HUD") to implement the City's HOME Investment Partnership Act Fund ("HOME") Program under Title H of the Cranston-Gonzalez National Affordable Housing Act, as = amended; and ¢ 0e T WHEREAS, the City desires to retain and designate Affordable Housing Solutions of San U Bernardino, Inc. ("AHS"), to administer its Federal Entitlement Grant Program — Home Investment Partnership Act ("HOME") as the Sub-Recipient ("Sub-Recipient") of the June 20, 2011 Agreement; E and " rn WHEREAS, the City has contracted with AHS to administer NSP1, NSP3 HOME and other Federal and State Housing Funds; and o U d WHEREAS, the Sub-Recipient is designated to carry-out all actions necessary to implement the HOME Program objectives of providing and preserving affordable housing to eligible lower income individuals and households; and UJ 0 WHEREAS, the City and the Sub-Recipient desire to cooperate in the implementation of the : HOME Program by reason of experience, preparation, organization, staffing, and facilities to provide homes and services for the benefit of low-, and moderate- income persons; and z° WHEREAS, in addition to other sources of funding and other program opportunities, the E Mayor and Common Council of the City of San Bernardino ("Council") as the governing body of the City seeks to engage the Sub-Recipient to assist the City in utilizing its HOME Funds for the a production and preservation of affordable housing in the City as approved in the 2010-2015 N Consolidated Plan and the 2012-2013 Annual Action Plan and all prior years carry-over of HOME funds; and o 0 WHEREAS, the City and the Sub-Recipient desire, through this Amendment No. 1 to amend Sections 4(B), 5, 7 and 11 of the Agreement. s a 2 C:Wocwnents a�seninge\eothmlmW_li\bcel ttttingaVempMmutetnq\embemWmocitycn®snnbemerdirocitycs.pmt.com\work\anschmems�3428.docx Packet Pg. 571 i 9.A.b NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual O benefits to be derived there from,the parties agree as follows: o X Section 1. Section 4(B)of the Agreement is amended to read as follows: 0 4. B.i. The Sub-Recipient shall make good faith efforts to maintain a five-member Board of Directors ("Board") consisting of the Housing and Community Development z6 Director of the Agency, and four additional members appointed by other members of the Board. General legal counsel to AHS shall be provided by counsel to the Agency. E "Agency" in this Agreement shall mean and refer to the Successor Housing Agency to the Redevelopment Agency of the City, or its successor in interest. E a ii. The Board shall notify the City immediately upon the appointment of new Board members. o W iii. Administrative oversight and daily management of Sub-Recipient activities shall c be controlled by its Chief Operating Officer ("COO") who also serves as the Housing N and Community Development Director of the Agency. Section 2. Section 5 of the Agreement is amended to read as follows: x a m 5. Sub-Recipient Funding and Support y U A. The housing staff of the Agency shall provide all staffing for the Sub-Recipient for c completion of the services described in the Scope of Services set forth in Exhibit E m a B. The City shall, through this Agreement, authorize HOME Funds be made available E to the Sub-Recipient to fund acquisitions, rehabilitations, re-sales and rentals as a more thoroughly discussed in Section 3 below, provided such acquisitions, 0 rehabilitations and re-sales are appropriate and in compliance with HOME 1� regulations and program guidelines approved by HUD. U1 2 Amounts allocated to Sub-Recipient: O x 0 Source of Funds: Dollar Amount: 6 2011-2012 HOME allocation $ 462,409 r c Prior year's program income and CHDO Funds $ 501,770 E Carry-over CHDO Funds $1,247,841 2012-2013 HOME allocation 880,470 E a N r Total HOME Funds available for 2012-2013: $3,092,490 0 9 0 a a 3 C:Woc mts and settings�utherland_MWal settings\tempMi utnregt be,..dinocitycaQsenbcmard mit c&igm .mm\workaftw mems\3428.docx Packet Pg. 572 9.A.b W © Section 3. Section 7 of the Agreement is amended to read as follows: 2 0 x 7. Time of Performance 0 Said services of the Sub-Recipient are to commence upon execution of this Agreement, and shall continue until terminated by either Party. This Agreement shall specifically z° apply to the 2012-2013 HOME allocation and the remaining balances of all prior years' IE: allocations and continue in full force and effect until either (i) all funds identified in E Section S.B. herein have been fully expended or (ii) similar appropriations of HOME Funds for subsequent fiscal years have likewise been fully expended as for said HOME E Funds and program income. a r• Nothing contained herein shall require the City to appropriate HOME Funds for r subsequent fiscal years nor shall the parties be obligated to utilize this Agreement for any such future appropriations. c N Section 4. Section 11 of the Agreement is amended to read as follows: 11. Use of Allocated Funds `o x a A. HOME Funds shall be used for the acquisition of foreclosed upon and abandoned T properties to be rehabilitated and resold to income eligible households or acquired, rehabilitated and rented to eligible tenants. In the event of a potential rental project, AHS shall present said rental project to the Council for consideration. Abandoned and foreclosed properties acquired and deemed not feasible for rehabilitation shall be demolished and cleared for new infill housing development for sale to income a eligible households. In cases where those foreclosed homes are occupied by income eligible households, relocation assistance and payment due to the occupants will be d made. The Sub-Recipient shall hold title to the properties acquired until they are resold to Eligible Households, or other qualified non-profit and/or for-profit a: organizations to own, maintain and manage based upon covenants and other deed restrictions imposed to promote affordable housing. In addition, HOME Funds may W also be used for any and all further rehabilitation, redevelopment and other program o development efforts pursuant to loans or grants as may then be permitted pursuant x to the HOME rules and regulations. B. At a time deemed appropriate by AHS staff, properties shall be forwarded to the z AHS Board for consideration to acquire. Upon a majority vote of the AHS Board, r the Sub-Recipient shall enter into escrow for said properties. Authority to sign the c necessary paperwork to enter into escrow shall be given to the Chief Operating E Officer of AHS, or in his/her absence,the Chief Executive Officer of AHS. a N C. When AHS has been designated to hold title to properties for a specific housing o project or program, not less than ten (10) business days prior to close of escrow, c AHS staff shall request that funds necessary to acquire the properties in escrow be drawn from the appropriate source and deposited into a segregated account deemed E appropriate by the City's Finance Director or designee. At the appropriate time identified in the escrow instructions, the Finance Director or designee shall transfer a 4 C:\d cuments and settmp Sutherland_li\bcel settings\tem inuldl bemerd crtyc @mbcrnW rocky iqm .com\work\attacl ems\3428.docx 9.A.b these funds into escrow in order to close the transaction at which time the Sub- LU Recipient shall hold title to the properties until their final disposition at a later date. 0 D. At the time of Initial Capital Allocation the Sub-Recipient shall have the authority L to acquire properties deemed appropriate under the Program and/or under the o programmatic requirements of the specific funding source. In all instances,property acquisition shall be conducted utilizing sound real estate practices deemed necessary z° for the specific transaction to include, but not limited to, the review of: (1) the preliminary title report; (2) phase I environmental study, when applicable; (3) E property environmental assessment; (4) current appraisal report; and (5) property c inspection and cost estimate report. E Q Section 5. Effect of Amendment No. 1: Except as modified or amended by this Amendment No. 1, all of the provisions of the Agreement shall remain in full force and effect following the effective date of this Amendment o No. 1. " d x 06 a c d E d d a v .Q U N a 3 W 2 0 2 O O Z C N E C N E Q N O O CO O G d E U U t9 r Q 5 �q p OWocnments end lettings\mtherlmW_li\bcal sittings\tempMinataraq\san mmdinocityc@ mnhmardinocOym.igm .com\work\Uuhments�3428.docx Packet Pg. 574 9.A.b AMENDMENT NO. 1 TO THE HOME INVESTMENT PARTNERSHIP ACT FUND 2 (`./. SUB-RECIPIENT AGREEMENT = a L IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the day and c year written below. 6 z CITY c City of San Bernardino E a municipal corporation and charter city E a n Date: By: Andrea Travis-Miller,Acting City Manager c 0 N d Approved as to form: James F. Penman = City Attorney 06 _T By: c m E m d m Q c SUBRECIPIENT o Affordable Housing Solutions of San Bernardino, Inc. a California non-profit corporation a w 0 Date: By: o Carey K. Jenkins, Chief Operating Officer 6 z r d E c N ATTEST: E a N r I O O GD O By: Secretary d L U I W Q 6 C:Wocumerts vid settings\sutherlmd_li\local settings\temp\mina[etreq\senbernardinociiyra @senbernardinocityce.igm2.cam\work\az[ecLvwuts�428.docx Packet Pg. 575 3WOH ayl 03 ! 'ON luawpuawy : U60 SH`d Al!o ivawaajfiy lua!d!oaa-9uS- 9WOH W0Z-90 :luawyoelltl to v to Q of of .:d..... m .Y iU A, IL HOME INVESTMENT PARTNERSHIP ACT FUND SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND AFFORDABLE HOUSING SOLUTIONS OF SAN BERNARDINO, INC., A CALIFORNIA NON-PROFIT CORPORATION I P.*u*ndNAgende ARuhmemAAgende AmchmeMeUgrrtue-AmeM 201M&20.I t HOME.SubRttiplent AV" nl City k MIS don 3WOH ay}of 6 'ON luawpuawy : U60 SHV A6!31uewa9l6y tua!d!oeH-4nS- 3WOH 66-02-90 :3uawyoe;Jy r Q Ch dA a Y HOME INVESTMENT PARTNERSHIP ACT FUND L a SUB-RECIPIENT AGREEMENT This Agreement is entered into this 20a' day of June, 2011 ("Agreement"), by and between the City of San Bernardino, a municipal corporation and charter city, hereinafter referred to as the "City" and Affordable Housing Solutions of San Bernardino Inc., a California non-profit corporation ("AHS"), hereinafter referred to as the "Sub-Recipient". WITNESSETH WHEREAS,the City has entered into a contract with the United States Department of Housing and Urban Development ("HUD") to implement the City's HOME Investment Partnership Act Fund ("HOME") Program under Title II of the Cranston-Gonzalez National Affordable Housing Act, as amended; and WHEREAS, the City desires to designate Affordable Housing Solutions of San Bernardino, Inc. ("AHS"), to administer its Federal Entitlement Grant Program—Home Investment Partnership Act ("HOME") as the Sub-Recipient("Sub-Recipient"); and WHEREAS, the Agency has contracted with AHS to administer NSPI, HOME and other Federal and State Housing Funds; and WHEREAS, the Sub-Recipient is designated to carry-out all actions necessary to implement the HOME Program objectives of providing and preserving affordable housing to eligible lower income individuals and households; and WHEREAS, the City and the Sub-Recipient desire to cooperate in the implementation of the HOME Program by reason of experience, preparation, organization, staffing, and facilities to provide homes and services for the benefit of low-, moderate-and middle-income persons; and WHEREAS, in addition to other sources of funding and other program opportunities, the Mayor and Common Council of the City of San Bernardino ("Council") as the governing body of the City seeks to engage the Sub-Recipient to assist the City in utilizing its HOME funds for the production and preservation of affordable housing in the City as approved in the 2010-2015 Consolidated Plan and the 2011-2012 Action Plan. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2 P1Ageed"1Agnd,Atuhm [AAgenda AtIKhmemAAWWm-Ame.d2011NW2] II II0ME-S.".1Viem Agreement Cny&AHSd. 3WOH ayl of 6 'ON lualupuawV : 6LW SHV Al!O luawaa.l6V luaidiaaa-qnS- 3WOH 6 L-OZ-90 :luawyaelly 00 LO Q O rn a 2. Sub-Recipient's Name °Y U The name of the non-profit Sub-Recipient shall be the Affordable Housing Solutions of San a. Bernardino, Inc., as adopted in the Sub-Recipient's bylaws and stated in the amended Articles of Incorporation. Any substitution of name shall require a majority vote of the Sub-Recipient's Board of Directors as approved by the governing body of the City. 3. Supervision of Sub-Recipient A. The Staff of the City (or its successor) as designated in Exhibit"B" or their designee shall be responsible for the direction of any work to be performed by the Sub-Recipient and any other consultants or sub-consultants under this Agreement. The Sub-Recipient shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated staff members. B. The Sub-Recipient shall obtain approval for its activities affecting the acquisition, rehabilitation and disposition of real estate and procurement of services by the Board of Directors of Sub-Recipient without any further approval by the City. 4. Organization of Sub-Recipient A. The Sub-Recipient's purpose is to act on behalf of the City to implement the HOME program's goal of producing and preserving affordable housing for eligible low- and moderate-income individuals and households as set forth herein. B. Sub-Recipient Administration: i. The Sub-Recipient shall be comprised of a five-member Board of Directors ("Board") consisting of the Interim Executive Director of the Agency, the Housing and Community Development Director of the Agency, the Interim Chief Financial Officer of the Agency, and two additional members appointed by other members of the Board. General legal counsel to AHS shall be provided by counsel to the Agency. ii. The Board will notify the City immediately upon the appointment of new Board members. iii. The Interim Executive Director of the Agency shall serve as the Chairman of the Board and the Chief Executive Officer("CEO")of the Sub-Recipient and shall have the authority to convene meetings of the Sub-Recipient, as needed. Administrative oversight and daily management of Sub-Recipient activities shall be controlled by its Chief Operating Officer("COO") who also serves as the Director of Housing for the Agency. S. Sub-Recipient Funding and Support _ A. The Agency shall provide all staffing for the Sub-Recipient for completion of the services described in the Scope of Services set forth in Exhibit"A". 3 I!wgeMesV gerAa AltachmenlMg ndI Attachm,nt,US,.wAMM 201110620.11 HONE-Sub-Raipinl Agramem City a AHS d 3WOHa410; 6 'ON ;uawpuawtl : U60 SHV A3!33uawa9jfiy;ua!d!0aa-gnS- 3W0H66-OZ-90 .;uaw143e;1y M u; - --- to Q` m r o. B. The City shall, through this Agreement, authorize HOME funds be made available to the Sub-Recipient to fund acquisitions, rehabilitations, re-sales and rentals as more a. thoroughly discussed in Section 8 below, provided such acquisitions, rehabilitations and re-sales are appropriate and in compliance with HOME regulations and program guidelines approved by HUD. Initial amounts allocated to Sub-Recipient: Source of Funds: Dollar Amount: 2011-2012 HOME allocation $1,493,051 Prior year's program income and CHDO Funds $ 501,770 Carry-over CHDO Funds $1,400,000 Total $3,394,821 6. Scope of Sub-Recipient Services The Sub-Recipient shall perform all the services described and set forth in the Scope of Services attached hereto as Exhibit "A" to this Agreement and incorporated herein by this reference. The Sub-Recipient hereby agrees to perform the work set forth in the Scope of Services, in accordance with the terms of this Agreement and within the time periods identified by the appropriate representative. 7. Time of Performance Said services of the Sub-Recipient are to commence upon execution of this Agreement, and shall continue until terminated by either Party. This Agreement shall specifically apply to the 2011-2012 HOME allocation and may continue in full force and effect until either (i) all 2011- 2012 HOME funds and program income have been fully expended or(ii) similar appropriations of HOME funds for subsequent fiscal years have likewise been fully expended as for said HOME funds and program income. Nothing contained herein shall require the City to appropriate HOME funds for subsequent fiscal years nor shall the parties be obligated to utilize this Agreement for any such future appropriations. 8. Initial Capital Allocation A. The Sub-Recipient shall be funded through an initial allocation of $3,394,821, as indicated by the amount described in Section 5.13, above to address HOME objectives. This amount shall be determined to be the Initial Capital Allocation of HOME funds. B. Subsequent HOME Program funding allocations may be authorized based on need and funding availability. Any future allocations shall be subject to Council approval and must be for the promotion of affordable housing opportunities within the City. 4 P.W.nduMgen&Anod.enbUgmde Attuhm lsb Agmi� end2011`0620.11 HOME-SubRxipiem Ap)awnt City&AHS dM 3WOH sUt of 6 'ON luawpuawy : tL60 SHV f1!31uawaa.l6y lua!dioab-quS- 3WOH W0Z-90 .3ualuyoel3y o V N d a� � a 9. Records Retention M a Records,maps, field notes and supporting documents and all other records pertaining to the use of funds disbursed to the Sub-Recipient hereunder shall be retained by the Sub-Recipient and available for examination and for purposes of performing an audit for a period of five(5)years from the date of project or activity initiation and completion or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-Recipient. If the Sub-Recipient does not maintain regular business hours, then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m., Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-Recipient under this Agreement, such records shall be retained by the Sub-Recipient until all such litigation or audit has been resolved. 10. Acquisition Procedures Upon the review and analysis of specific properties by Sub-Recipient Staff, the COO, shall make a recommendation for acquisition that shall be presented to the Board of the Sub- Recipient. Based upon a majority vote of the Board in support of each such proposed acquisition,the COO and Staff or agents shall negotiate the acquisition of said properties under the terms and conditions approved by the Board and detailed in the "Use of Allocated Funds" section. 11. Use of Allocated Funds A. HOME Funds shall be used for the acquisition of foreclosed upon and abandoned properties to be rehabilitated and resold to income eligible households and acquired, rehabilitated and rented to eligible tenants. The Sub-Recipient shall hold title to the properties acquired until they are resold to Eligible Households, or other qualified non- profit and/or for-profit organizations to own, maintain and manage based upon covenants and other deed restrictions imposed to promote affordable housing. In addition, HOME funds may also be used for any and all further rehabilitation, redevelopment and other program development efforts pursuant to loans or grants as may then be permitted pursuant to the HOME rules and regulations. B. At a time deemed appropriate by the COO, properties shall be forwarded to the Board for consideration to acquire. Upon a majority vote of the Board, the Sub-Recipient shall enter into escrow for said properties. Authority to sign the necessary paperwork to enter into escrow shall be given to the COO, or in his/her absence,the CEO. C. Not less than five (5) business days prior to close of escrow, Staff shall request that funds necessary to acquire the properties in escrow be drawn from the appropriate source and deposited into a segregated account deemed appropriate by the Interim Finance Director serving in his/her capacity as Chief Financial Officer ("CFO") of the Sub-Recipient. At the appropriate time identified in the escrow instructions, the CFO shall transfer these funds into escrow in order to close the transaction at which time the Sub-Recipient shall hold title to the properties until their final disposition at a later date. 5 PAVM11AgeMe AtuehmenUAVnd.Aft. nWAAgmWAmeM 201110610.11 HOW-Sub-Raipient tvn nt City&AHS.dM 3WOH ay3 0} •0N luawpuawy : U60 SH`d A3!3 auewaaj6y{uatdiaab-qnS- 3WOH 6 L-0Z-90 :luawyae;;y u - - --- n Q w m a Y D. At the time of Initial Capital Allocation the Sub-Recipient shall have the authority to acquire properties deemed appropriate under the Program and/or under the a programmatic requirements of the specific funding source. In all instances, property acquisition shall be conducted utilizing sound real estate practices deemed necessary for the specific transaction to include, but not limited to, the review of: (1) the preliminary title report; (2) phase I environmental study, when applicable; (3) property environmental assessment; (4) current appraisal report; (5) property inspection and cost estimate report. 12. Requirements for Transfer of Property A. Sub-Recipient shall have the responsibility of: i. assuring that all transfers of properties to Eligible Homeowners purchasing the acquired foreclosed homes after rehabilitation contain a deed covenant assuring affordability for fifteen (15) years, and running with the land and that separate Affordability Covenant documents will be executed by the Eligible Homeowners and recorded against the applicable properties; ii. verifying that required notices are recorded against the rehabilitated properties to evidence affordability covenants; iii. providing a homeowner's education program for each homeowner whereby such homeowners are aware of the affordability and resale restrictions; iv. ensuring that sales are not made to investors and that the property shall only be sold to Eligible Homebuyers as a principal place of residence; and v. ensuring that all properties rehabilitated pursuant to the Program are sold at a price not greater than the lesser of the total cost of acquisition or the appraised value of the property. 13. Accountine A. The Sub-Recipient shall establish and maintain on a current basis an adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. B. At all times, the CFO shall maintain the financial books and records of the Sub- Recipient separate and apart from other Agency financial records. C. The Board shall provide an annual audit report and an annual audit of the list of properties acquired and demolished or rehabilitated and resold, as well as an accounting of all HOME finds received and expended for each category of expenditures. The CFO shall maintain the books of the Sub-Recipient in order to conduct such annual reports and audits as may be necessary per HUD or other governmental and/or regulatory bodies. 6 P:WgeMasl gels AtdchmenisAgende AnrthmenlMU is-AmeM 201110&2011 HOME-SWReeipseNAV"a CUyk AHS da 3WOHaylo; oN ;uawpuawV : bM) SHV A113 3u9waai6V;u9tdioaa-gnS- 3WOH 6L-OZ-904uawgoelly w v ---- --- co q m rn a D. For expenses incurred by the Sub-Recipient, the CFO shall have the authority to pay �`` them from Agency funds and request reimbursement from HUD and/or other sources a deemed appropriate by the Board and, if applicable,the Council. E. The COO and his/her staff shall maintain accurate lists/records of the following: i. all homeowners by property; ii. all contractors by property; iii. the acquisition price of the foreclosed homes; iv. the rehabilitation funds required for each home; V. the resale price of each home; and vi. the amount of any other down payment assistance from the Sub-Recipient or the Agency. 14. Regular Reporting Requirements A. The Sub-Recipient shall commit to a City-approved program to provide periodic monitoring of compliance of each homeowner purchasing a HOME acquired foreclosed home. B. Within thirty (30) calendar days after the end of each calendar quarter, the COO shall provide a status report to the Council and the Community Development Commission of the City of San Bernardino ("Commission") regarding the activities of the Sub- Recipient. Such report shall detail, among other things: funds expended to date, progress made on acquisition activities, any relocation that has occurred, properties resold to private owners, demolitions completed and properties rehabilitated. 15. Authority to Enter into Agreements Recommendations for the Sub-Recipient to enter into all third party service agreements shall be made by the COO to the Board who must approve of such recommendations by a majority vote. The third party service agreements and the other obligations incurred pursuant thereto shall be obligations solely of the Sub-Recipient and not that of the City. 16. Dates and Times of Board Meetings Board meetings shall occur on the second Friday of each month unless a time earlier is deemed necessary. Any Board member shall have the right to call a special meeting of the Board provided that all Board members have been given at least twenty-four (24) hours prior written notice or otherwise are in attendance at such special meeting regardless of the notice, if any, given to such Board member. 17. Compliance with Laws and Assurances The Sub-Recipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted Program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, Title 24, Code of Federal Regulations, 7 P.1AgzMzsUgcda AnachmenlsUpe s Awchmems",.1,A.,M 2011A 2011 HOME-SUb.Rmipiem Agrtamemot,&AM S.d. 3W0H 84101 L '0N luawpuau V : U60 SH`d A1!3luewe9jBV luaidiaaa-qnS- 3WOH LL-OZ-90 :luawy0e11tl Q L a. Part 85; Part 92, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation,A-87,A-95,A-110, A-122 and A-128. a` 18. Affirmative Action The Sub-Recipient shall make every effort to ensure that all projects funded wholly or in part by HOME funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Sub-Recipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this Program. 19. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities,programs, or employment supported by this.Agreement. B. The Sub-Recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- Recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status or national origin. C. Further, the City, and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In addition, the City and the Sub-Recipient shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 20. Chances in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- Recipient to assure the successful completion of the Program. 21. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North "D" Street, Sixth Floor San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 8 P.VApnduUgenda AnachmentslAgenda AtlachmmliXA"•Amend 2011`06-2611 HOME-S6-RaiPItM AVament Chy S AHSAa 3WOH 04101 6 'ON 1u0wpu0wy : U60 SH`d Al!o 1uew00j6y lu0!d!o02!-qnS- 3WOH WOZ-90 :1u0wg0eW of � a Y m Y To the Sub-Recipient: Affordable Housing Solutions of San Bernardino, Inc. a Attention: Carey K. Jenkins, Chief Operating Officer 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 22. Assignment Except for an assignment to a successor of the Sub-Recipient or to the Agency, this Agreement is not assignable by the Sub-Recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub-Recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 23. Termination (a) This Agreement may be terminated at any time by either Party upon giving its thirty (30) day notice in writing to the other Party. The CEO or his/her designee is hereby empowered to give said notice, subject to ratification by the Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, discontinuation or substantial reduction in HOME funding. Further, and not withstanding any other provision of this Agreement, if the Sub-Recipient materially fails to comply with any term of this Agreement, the City may take any one or more of the following actions, as appropriate in the circumstances: (i) temporarily withhold cash payments pending correction of the deficiency by the Sub-Recipient or more severe enforcement action by the awarding City; (ii) wholly or partly suspend or terminate the current award for the Program; (iii) withhold further awards for the Program; or (iv) take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. 24. Program Income Any and all Program Income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Sub-Recipient during the term of this Agreement shall be used and applied by the Sub-Recipient and upon any termination of this Agreement shall immediately be returned to the City. Any and all Program Income on-hand with the Sub-Recipient at the time of the expiration of this Agreement, or received by the Sub-Recipient after the expiration of this 9 P:USeMUUSenda An.hmen"USen7e AtWhment%Ug U-Amend 301106]0-11 NOME-SAAR Iiem ASrtement Chy @AHSAo -Www�- 3WOH ay3 01 6 'ON 3uawpu0udy : 6L60 SHV R1!0 3uawaaj6y tua!d!Oaa-qnS- 3WOH 6 L-OZ-90 :luaudgaeliv N v ro N d a Y Agreement, shall be paid to the City pursuant to the provisions of this Agreement as further provided in Section 25 below. o@ 25. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Sub- Recipient shall forthwith transfer to the City, HOME funds on-hand at the time of such expiration or termination and any accounts receivable attributable to the use of HOME funds including, without limitation,Program Income. 26. Fiscal Limitations HUD may in the future place programmatic or fiscal limitations on HOME funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the Allocated Funding of this Agreement, and may, at its sole discretion, limit the Sub-Recipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the City Manager or his/her Designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The City Manager or his/her Designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days' prior written notice to the Sub-Recipient of his/her intention to so act. In no event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Sub-Recipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 27. Use of Funds for Entertainment. Meals or Gifts The Sub-Recipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment,meals or gifts. 28. Release Indemnification. and Hold Harmless The Sub-Recipient shall defend (if requested by the City), release, indemnify and hold the City and the Agency, their officers, officials, attorneys, agents, employees, and authorized volunteers, harmless from and against any loss, liability, claim or damages that may arise or result from activities of the Sub-Recipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and the Agency on any claim, demand or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-Recipient, and shall assume liability for any and all direct expenses incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Sub-Recipient, however, is obligated to promptly notify the City and the Agency in writing of any such loss or damage. 10 P.VAgendulAgenda ARachmeMAAgenda Attachment$VAVmt.Amend 401110610.11 HOME-Sub-R&iph t AV"wn1 City&AHS dm 3WOH 04103 L '0N 31Jawpuawy : U60 SHV Apo luawaaAy;uaidioaa-quS- 3WOH W0Z-90 :1uaw4ae;;y co v Q In a V; 29. Insurance Requirements m a The Sub-Recipient shall secure and maintain throughout the terms of this Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-Recipient shall require the carriers of this coverage to waive all rights of subrogation against the City and their officers, volunteers, employees, contractors and subcontractors. The Sub-Recipient shall maintain all California statutory requirements of One Million Dollars ($1,000,000) limit and shall provide a waiver of subrogation in favor of the City. B. Comprehensive General and Automobile Liability Insurance, The Sub-Recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City and the Agency, their officers, officials, attorneys, agents, employees and authorized volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and the Agency. NOTE: Insurance binders are only valid for thirty (30) days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30)day periods. I1 P:UgeMa,Wt."AmchmemtUgenda Alaeh.1,XAgmt,-Amend 201 IW&2P1I HOME-Subgaipienl Ag..ni City&AHS door 3WOH 84103 L 'ON luawpuawy : LL60 SHV A1!0 luawaaj6y 1ua!d!aaa-qnS- 9WOH L L-0Z-90 :lu8wq:)e11y r U co d to O1 IL The Sub-Recipient shall furnish certified copies of all policies and endorsements to the City Y and the Agency, evidencing the insurance coverage above required, five (5) business days prior a to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days prior written notice to the City and the Agency, and shall maintain such insurance from the time the Sub- Recipient commences performance of services hereunder,until the completion of such services. An inventory of such insurance shall be completed by the Sub-Recipient and approved by the City and the Agency prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and the Agency, and their officers, agents, employees and volunteers as additional named insured, with respect to liabilities arising out of the performance of services hereunder. 30. Conflict of Interest The Sub-Recipient, its agents and employees shall comply with all applicable federal, state, and city laws and regulations governing conflict of interest. To this end, the Sub-Recipient will make available or shall provide copies of all applicable federal, state, and City laws and regulations governing conflict of interest, to its agents and employees. 31. Program Monitoring The Sub-Recipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD and the City, to assure proper accounting for all HOME funds authorized under this Agreement. The Sub-Recipient will permit on-site inspection by the City and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality and achievements of the Program. All the Sub-Recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management and the impact of the Program. 32. Religious Proselytizing or Political Activities The Sub-Recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 33. Audits The Sub-Recipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State or local funding source agencies as part of the City's audit 12 FAASettdnUgetda Aticchme ,Wtnde Atttthm ,VWmlc-Amend 201110)6-20.11 HOME-Su64taipient Agreement City k AHSdm 3WOH 94103 6 '0N ivawpuawV : 6M) SHV Al!o luaweajBV lueidiaaa-qnS- 3WOH W0Z-90 :luaw4ae11V d u2 oI IL responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of the audit report, the a Sub-Recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Sub-Recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 34. Counterparts This Agreement may be executed in three (3) counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 35. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 36. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 37. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 38. Compliance with Law The Sub-Recipient shall comply with all local, state and federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- Recipient under this Agreement. The Sub-Recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-Recipient under this Agreement. 13 P:VgeMUUgeM�AnuhmeM>1ASend�AwchmmuUgmtsAmend 20111Ob20.1 I H011E.Sub-R ipien(Aff" MMCity&AIIS.d. 3WOH84101 L 'ON ;uawpuawtl : U60 SH`d A3!04uawaajfiyiva!diz)eN-gnS- 3WOH W0Z-90 :Ju8wy3eJ3y _o ai of IL 39. Non-Waiver d Y V R Failure of either party to enforce any provision of this Agreement shall not constitute a waiver a of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 40. Representations of Persons Executing the he Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 41. Default and Remedies A. Events of Default: The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-Recipient hereunder("Event of Default'): i. The failure of the Sub-Recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith, without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to the Sub-Recipient); ii. The failure of'the Sub-Recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith, without curing such failure within thirty (30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to the Sub-Recipient) specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty (30)-day period, it shall be deemed cured if the Sub-Recipient commences the cure within said thirty (30)-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in Sections(i.) through (iv.) below: i. The material falsity of any representation or breach of any warranty or covenant made by the Sub-Recipient under the terms of this Agreement or any documents executed in connection herewith; ii. The Sub-Recipient shall (a) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (b) make a general assignment for the benefit of creditors, (c) be adjudicated as bankrupt or insolvent or (d) commence a voluntary case under the Federal bankruptcy laws of the United States of America or file a voluntary petition that is not withdrawn 14 P.UBerdnUgend�MUChmemcUBerA�An¢hmenuUgtmH-AmeM 1011b640.1I HOME-BubRaipient AB..I City@ AHB.dm 3WOH a4101 'ON luawpuawy : U60 SHV AI!O 3uoweai6y}ueidioeU-qnS- 3WOH W0Z-90 :3uawyae}Zy Q to within ten (10) calendar days after the filing thereof or answer seeking an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy or insolvency proceeding; iii. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty (60) calendar days, unless such cessation is approved, in writing, by the City; iv. A mechanic's lien or any other type of encumbrance on any eligible property resulting from the Sub-Recipient's failure to fulfill its financial or other contractual obligations with respect to any of its vendors or sub-contractors is not removed within ten(10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City, in writing,to the Sub-Recipient). C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties under this Agreement 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. D. The City's Remedies: Upon the occurrence of an Event of Default hereunder, the City, or its designated agent(s),may, in its sole discretion,take any one or more of the following actions: i. By notice to the Sub-Recipient declare that the entire unused amount of HOME funds must be immediately repaid to the City, and the same shall become due and payable without further demand, protest or further notice of any kind, all of which are expressly waived; ii. Subject to any non-recourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, pennitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-Recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing the Sub-Recipient access to any HOME funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-Recipient for any payments made to it by the City or the City for which the contracted work product was not satisfactorily delivered by the Sub-Recipient; 15 P:UgnNas%AS,Ma AltachmentsUgenda Albch..I,U",$-Amad]01110640-11}TOME-Sub-Mipient Ag..ffi City&AHS.dm 3WOH 841 01 6 'ON ;uawpuawy : 6L60 SHV A3!31uawaai6v 1ua!d!oaa-qnS - 3WOH 66-02-90 auawgaea;y U � Q N T a V. Confiscate any material or other work product purchased or produced by the x Sub-Recipient for the Project; a. vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-Recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-Recipient Remedies: Upon fault or failure of the City , to meet any of its obligations under this Agreement without curing such failure within thirty (30) calendar days after receipt of written notice of such failure from the Sub-Recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, the Sub-Recipient may, as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City or the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City or the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, the Sub-Recipient shall in no event be entitled to, and hereby waives any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver the Sub-Recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 42. Consequential Damages and Limitation of Liability The City and the Sub-Recipient agree that except as otherwise provided in this Section 42, in no event will either be liable to the other under this Agreement for any damages including, but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 42 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-Recipient and the City,their employees or sub-consultants. 43. Business Registration Certificate The Sub-Recipient warrants that it possesses, or shall obtain immediately after the execution and delivery of this Agreement, and maintain during the period of time that this Agreement is in effect, a business registration certificate pursuant to Title 5 of the City of San Bernardino Municipal Code, together with any and all other licenses, permits, qualifications, insurance and 16 P1AgeM"N4eMe AOahmeniskAlae Awch..IMVm Amend 2011V16.20.11 ROME-Sb-Redpkd Agmemm Chy A AHSdo 3WOH 84101 L •0N luawpuawV : LL6Ll SHV A1!O luaweei6v lua!d!oaa-qnS- 3WOH LL-0Z-90 :luawgoellV p, N d La approvals of whatever nature that are legally required to be maintained by the Sub-Recipient to conduct its business activities within the City. IL 44. Legal Proceedings Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the Parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 45. Exhibits The Exhibits to this Agreement designated as Exhibit "A" and Exhibit "B" are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-Recipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Sub-Recipient C00 or his/her designee has reviewed and approved the form and content of each Exhibit. 46. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiations, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 17 P.UgendulAgeMe AnuhmeMAApnd.AWChmml,Upmb-Ammd 3011W&20.I I HOME-SW PaipieM Agreement City @ AHUm 3WOH ay;o; L 'ON tuawpuawy : U60 SHY/ A;jo tuewaaj6y;ueidioaa-qnS- 3WOH 1,V0Z-90 :1uawyoeNY/ O �+ d of m a IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day d and year first written above. o. CITY City of San Bernardino a municipal corporation and charter city Date: _------�� T�� By; Ch les E. cNeely, ity 46nager Approved as to Form: By: es F. Penman, City Attorney SUBRECIPIENT Affordable Housing Solutions of San Bernardino, Inc. a California non-profit corporation Date: �` By: Qc-t,� L. I Carey K. Je tins hief Operating Officer Approved as to Form: By: r Agency Counsel ATTEST: y: Secre ry 18 P.UgeMaslAgeda AnaehmemAAgenda AttaehmemMgrmu-Amend 201 I'M 30-11 HOME-SubltwPienl Agrawnt City&AHS does 3WOH agL 01 L •oN ;uawpuawV : U60 SHV A3!o luaweejBV;ua!d!aaa-qnS- 3WOH LL-OZ-90 4uawgaeuV IL Q � d, d7 EXHIBIT"A" Y V?' Scope of Services a The Sub-Recipient shall be responsible for carrying-out the following: Acquisition and rehabilitation of abandoned and/or foreclosed residential properties; new construction of single-family and or rental units, acquisition of vacant land for development of single-family and or rental units; conversion of existing property to affordable housing units and acquisition and rehabilitation of manufactured housing units for income eligible individuals and households, and any and all further rehabilitation, redevelopment and other program development efforts pursuant to loans or grants as may then be permitted pursuant to the HOME rules and regulations.. /JI Jl1 111 lil 19 RUgeMisUBeMi Amch..t,Agend.Atinh mIM9g l-Amend20I1"-70.11 HOME-SubbRaipisnl Ar"wnl Cuy&AHSdm 3WOH 8q404 'ON luawpuawV : U60 SHV A3!O 3uowaaj6V;uoidiooN-ynS- 3WOH 6 L-0Z-90 :4uawyoegV v � Q EXHIBIT "B" .49 0 Supervisory Staff Personnel In City Staff: Charles E. McNeely, City Manager 20 P.USe�dasUSenda AluahmemeUSeMa AlleahmcmM1l.l,A.eM 2011W-20-11 HOS1L-Sub-Rai11M AV...l Chy&AHS.d.