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HomeMy WebLinkAbout2013-217 RESOLUTION NO. 2013-217 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE CITY MANAGER TO 3 EXECUTE AN AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO 4 AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., TO IMPLEMENT THE SINGLE FAMILY HOUSING REHABILITATION PROGRAM FOR 5 THE AREA EAST OF THE 215 FREEWAY IN THE AMOUNT OF $700,000 IN HOME INVESTMENT PARTNERSHIP ACT FUNDS. 6 WHEREAS, the City of San Bernardino (the "City") is an entitlement jurisdiction and 7 annually receives certain federal funds under the United States Department of Housing and Urban 8 Development's ("HUD") HOME Investment Partnership Act ("HOME") and Community 9 Development Block Grant(CDBG)programs; and 10 WHEREAS, on May 3, 2010, the Mayor and Common Council adopted Resolution 2010- 11 100, approving the City's 2010-2015 Consolidated Plan; and 12 WHEREAS, on May 7, 2012, the Mayor and Common Council adopted Resolution 2012- 13 82, approving the 2012-2013 Action Plan that is required to guide and identify needs the City 14 which will address incrementally for the 2010-2015 period; and 15 WHEREAS, on June 17, 2013, the Mayor and Common Council adopted Resolution 2013- 16 179, approving and amendeding the City's 2010-2015 Consolidated Plan by allocating $1,400,000 17 of HOME funds for Single Family Housing Rehabilitation Program to be implemented in part by 18 Neighborhood Housing Services of the Inland Empire, Inc. (NHSIE), for the area east of the 215 19 Freeway; and 20 WHEREAS, NHSIE is a non-profit organization that provides housing rehabilitation 21 services in the City and San Bernardino County; and 22 WHEREAS, under terms of the Single Family Housing Rehabilitation Agreement 23 ("Agreement"), NHSIE will assist the City in providing deferred rehabilitation loans to income 24 eligible households to address code related deficiencies and bring the homes to habitable standards 25 meeting and exceeding the health and safety code. Rehabilitation work will include but will not be 26 limited to roof replacement, electrical and plumbing, heating and cooling system replacement, 27 replacement of windows and doors; and installation of new landscape; and 28 1 C:\documents and settings\sbritton\local settings\temp\minutetraq\sanbemardinoci tyca@sanbemardinocitycaigm2.com\work\attachments\5268.docx 2013-217 1 WHEREAS, in compliance with the California Environmental Quality Act ("CEQA") and 2 the National Environmental Policy Act ("NEPA") guidelines, the authorization and execution of the 3 Agreement is determined to be an exempt action pursuant to Section 15332 of the CEQA Guidelines 4 and 24 CFR 58.34(a)(3) of NEPA Guidelines because the proposed action is required for federal 5 programs administration and compliance. 6 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 7 COUNCIL OF THE CITY OF SAN BERNARDINO,AS FOLLOWS: 8 Section 1. The Mayor and Common Council hereby approves $700,000 in HOME 9 funds for the Single Family Housing Rehabilitation Program Implementation Agreement with 10 NHSIE and authorizes the City Manager to execute the Agreement, attached and incorporated 11 herein as Exhibit"A". 12 Section 2. The Mayor and Common Council finds and determines that authorization 13 and execution of the Agreement is exempt, pursuant to Section 15332 of the CEQA Guidelines and 14 24 CFR 58.34(a)(3) of the NEPA Guidelines because the proposed action is required for federal 15 programs administration and compliance. 16 Section 3. This Resolution shall take effect upon its adoption. 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 28 2 C:\documents and settings\Amnon\local set tings\temp\minutetraq\sanbemardinocityca@ sanbemardinocitycuigm2.com\work\attachments\5268.docx 2013-217 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 1 BERNARDINO APPROVING AND AUTHORIZING THE CITY MANAGER TO 2 EXECUTE AN AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC., TO 3 IMPLEMENT THE SINGLE FAMILY HOUSING REHABILITATION PROGRAM FOR THE AREA EAST OF THE 215 FREEWAY IN THE AMOUNT OF $700,000 IN HOME 4 INVESTMENT PARTNERSHIP ACT FUNDS. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a joint regular meeting thereof, 8 held on the 15th day of July , 2013, by the following vote to wit: 9 Council Members: Ayes Nays Abstain Absent 10 MARQUEZ x 11 JENKINS x 12 VALDIVIA _X_ SHORETT x 13 KELLEY x 14 JOHNSON x 15 MC CAMMACK X 16 George a�fn Hanna City Clerk Hanna, Y 18 19 T . 20 The foregoing resolution is hereby approved this 11 day of July , 2013. 21 22 .trick J. orris, a•. Ci • • "an Bernardino 23 Approved as to form: 24 James F. Penman, City Attorney 25 26 By r.4 � • 27 28 3 C:\documents and settings\sbritton\local settings\temp\minutetraq\sanbemardinocit yca(a3sanbemardinocitycnigm2.com\work\attachments\5268 docx 2013-217 EXHIBIT A CITY OF SAN BERNARDINO SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT THIS SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT (the "Agreement") is made and entered into this 15TH day of July, 2013 (the "Effective Date"), by and between the NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE (NHSIE) a California non-profit corporation (the "Contractor") and the CITY OF SAN BERNARDINO (the "City"), a municipal corporation. The City and the Contractor agree as follows: RECITALS WHEREAS, the City administers a single family residence rehabilitation loan program which loans funds (the "Rehabilitation Loan 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 to single family residential dwelling units owned and occupied by such low-moderate homeowners; and WHEREAS, the City desires to execute a three (3) year agreement with the Contractor, renewable annually by the City in its sole discretion and subject to the appropriation by the United States Department of Housing and Urban Development("HUD"); and WHEREAS, the City desires to allocate an amount not to exceed the sum of Seven Hundred Thousand Dollars ($700,000) annually of HOME Partnership Act Funds, in accordance with the terms, the covenants and the conditions of this Agreement, which amount may be increased by the City in the event the minimum number of required Loans is exceeded by the Contractor for any given year; and WHEREAS, the Rehabilitation Loan Program promotes and expands the supply of affordable housing in the City and fosters the elimination and prevention of blight in areas east of the 1-215 Freeway; and NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE CITY 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 CITY AND BY THE CONTRACTOR, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS: 1 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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. "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 City 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"1". "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 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.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 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Safe Drinking Water Act, as amended, 42 U.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. "City Manager" means and refers to the City Manager of the City 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 2 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 approved, in writing, by the Contractor. The General Contractor Agreement relates, without limitation, to the construction, the installation and the 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"2". "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 Target Area within 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 «3„ "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) HVAC 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 violations (i.e.,blown sewer lines, septic tank destruction, etc.). In connection with each Loan Application for Sewer Repairs,the City shall have the right to determine whether or not such Sewer Repairs shall be made from funds disbursed by 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 the City from Loan Funds under the Program or from grant funds disbursed by the City to an applicant under the Single Family Beautification Grant Program, or under any other then-existing grant program. Should the City determine that the Sewer Repairs will need to be disbursed by the City 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 City 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 Based Paint Pamphlet from the General Contractor. The Lead Based Paint Acknowledgment is attached hereto and incorporated herein by this reference as Exhibit"4". "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 "5„ "Loan"means and refers to each loan transaction approved, granted and made by the City 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 City. Each Loan made by the City to the Qualified Homeowner may not exceed the lesser of: (i) $30,000 or (ii)twenty-five percent (25%) of the then fair market value of the Home as determined by a licensed appraiser approved by the City (the "Loan Amount"), without the prior written approval of the City Manager. If necessary to bring the property to code, funding up to $50,000 may be provided with the approval of the City Manager or designee. The Loan shall be subordinate to the Senior Loan. The Qualified Homeowner shall pay all amounts that exceed the Loan Funds paid by the City 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 each year during the term of this Agreement, the Contractor will attempt to approve, complete, process and finalize up to twenty-two (22)Loans. 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City 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"6." "Loan Disbursement Account" means and refers to the reimbursement of cost associated with the rehabilitation work, which the Contractor shall present with receipt and supporting documentation to the City for disbursement from the Loan Funds in connection with the approval, granting and making of such loan by the City to the Qualified Homeowner under the Program, in accordance with this Agreement. "Loan Documents" mean and refer to the following: (i) the Loan Application (attached hereto as Exhibit"6"), (ii) the Loan Services Agreement (attached hereto as Exhibit"7"), (iii) the Maintenance Agreement Covenant (attached hereto as Exhibit "8"), (iv) the Homeowner's Release and Waiver(attached hereto as Exhibit"3", (v)the Note (attached hereto as Exhibit "9"), (vi) the Deed of Trust (attached hereto as Exhibit "1"), (vii) the issuance of a title policy in favor of the City in the amount of the Loan Funds approved by the City from a title company acceptable to the City, 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 City to or for the benefit of a Qualified Homeowner in connection with the Loan that the City has approved and made to the Qualified Homeowner in accordance with this Agreement. Each Loan made by the City to the Qualified Homeowner may not exceed the Loan Amount, without the prior written approval of the City Manager . The Qualified Homeowner shall timely pay all amounts that exceed the Loan Funds paid by the City 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. "Low-Moderate Income Housing Funds" mean and refer to the HOME Funds that the City intends to use to make the Loan to or for the benefit of the Qualified Homeowner in accordance with this Agreement and HOME regulation and guidelines. The City and the Contractor will offer the Loan to a Qualified Homeowner who earns not more than 80% of the current annual median income for the San Bernardino County area, adjusted for family size (as those terms are defined by U. S. Department of Housing and Urban Development("HUD") as further illustrated in Exhibit"10" of this Agreement(the "2013 Income Limits") and are subject to annual adjustments. 5 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City 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 City and the Qualified Homeowner, and must be in recordable form for recordation by the Contractor or by the City 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"8". "Maintenance Class" means and refers to the Maintenance Class provided by and conducted by the Contractor pursuant to the Homebuyer Education Program Agreement, dated as of , 2013, by and between the City and the Contractor. The Qualified Homeowner is required to attend the Maintenance Class after the City 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. "Note" means and refers to the Promissory Note Secured by Deed of Trust in the amount of the Loan made by the City 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 City 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 City 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 City, the City 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 City the Loan Payoff. The Note shall be substantially similar to the Note attached hereto and incorporated herein by this reference as Exhibit"9". "Project" means and refers to the construction, the installation and/or the completion of the Improvements from the use of the Loan Funds. 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "Program" means and refers to the program created, administered and maintained by or for the City in connection with the Loan, the disbursement by the City 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. The Contractor shall offer the Program to Qualified Homeowners residing in the area east of the I-215 freeway during the term of this Agreement. The Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners in this Area of 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 City Manager. "Qualified Homeowner" means and refers to a person or household (i) which owns and occupies its Home as its principal residence within the Target Area 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, 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 "10", (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 of ten (10) years following the recordation of such Maintenance Agreement Covenant in the County Recorder's Office, and (viii) who must not have received any grant or any loan from the City for a period of ten (10) years prior to the submission by the Qualified Homeowner to the City and/or to the Contractor of the Loan Application. On a case-by- case basis, the City Manager of the City, in its sole and absolute discretion, may waive this one 12-month 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 City 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 7 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 Promissory 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 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 City 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 "11." For each year of the Agreement, the Contractor will attempt to approve, complete, process and finalize up to ten(10) Loans to Qualified Homeowners in the Target Area. "Target Area" means and refers to the area east of the I-215 freeway, in which the City has instructed the Contractor to offer the Program to Qualified Homeowners to better maximize the effectiveness of the Loan Funds. In the absence of specific direction from the City Manager, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners within the Area. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application subject to the approval of the City Manager. "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 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 City Manager. Section 2. PERFORMANCE BY CONTRACTOR AND BY CITY. The Contractor and the City agree to perform the terms, covenants and conditions of this Agreement. Section 3. SCOPE OF SERVICES. The Contractor agrees to provide the Services to the City as set forth herein, as described in the Scope of Services, attached hereto as Exhibit 8 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "11". Promptly following the date of approval of this Agreement by the governing board of the City,the Contractor, without limitation, shall or will continue to: (A) use the general form of the Loan Application in connection with an application by a Qualified Homeowner for the approval by the City 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; (B) subject to the completion of the tasks described in Section 3(A) 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 on an as-needed, first-come, first-served basis; 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 City Manager; (C) transmit a copy of a completed set of the Loan Documents to the City, together with a recommendation from the Contractor to the City to approve the Loan Application and the Loan to the Qualified Homeowner. Each acceptance of a Loan Application by the City shall be evidenced by the signature of the City Manager of the Loan Documents, where designated. All Loan Documents shall be executed, acknowledged, where designated, and completed by the Qualified Homeowner and by the Contractor; (D) no fees, charges or expenses shall be payable by any applicant to the Contractor or to the City for a Loan, 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 is constructed, installed, performed and/or completed at the Home, except for the Maintenance Class fee payable to the Contractor, or as authorized under the Program by the City Manager; (E) 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 City by the title insurance company with the recordation of the Deed of Trust and of the Maintenance Agreement Covenant; (F) 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 City in the County Recorder's Office)to the City upon request for reimbursement; 9 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 (G) verify that Loan Funds are used 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); (H) prepare and maintain a Loan Funds reimbursement 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 City 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, 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 City Manager may request. A copy of such ledger shall be submitted to the City Manager each month with the first such monthly submittal due on the first day of the next month following the date of the initial Loan Funds approval by the Contractor and/or the City; (I) 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(I). (J) Contractor at its expense shall provide a dedicated and trained staff member to administer the Services and the Program described in this Agreement for the term of this Agreement; (K) The Contractor represents, warrants and covenants that the Contractor shall reserve membership on the Contractor's board of directors to one(1) or more individuals who reside in the City of San Bernardino, County of San Bernardino, State of California, as required by applicable Laws, City, or as necessary, for the term of this Agreement. 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 10 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City and the complete execution by the parties (the "Effective Date"). The Agreement shall remain in effect through June 30, 2016, subject to annual approval by the City in its sole discretion and the appropriation by the United States Department of Housing and Urban Development("HUD"). Section 6. COMPENSATION PAYABLE BY CITY TO CONTRACTOR. (A) The City shall annually compensate the Contractor for the performance of the Services using the HOME Funds in accordance with the following schedule: 10%of the Loan Funds disbursed Annual Program Administration Fee for by the Contractor not to exceed an CONTRACTOR annual amount of $70,000 $630,000 Single Family Residence Rehabilitation Loan Program $700,000 (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 City to the Contractor as compensation for Services performed by the Contractor under this Agreement shall be paid by the City directly to the Contractor upon receipt by the City of a corrected invoice and the Loan Funds disbursement ledger(the"Loan Funds Disbursement Ledger")which shows all Loan Fund payments authorized by the City and disbursed by the Contractor to the General Contractors and/or to the subcontractors under this Agreement for which the Contractor has not been paid by the City. The Contractor may not invoice the City more than once per month for the Loan Funds disbursed by the Contractor under this Agreement and the City shall pay to the Contractor the correct amount identified on the invoice within thirty (30) calendar days after the receipt by the City of the following: (i) a corrected invoice, and (ii) the Loan Funds Disbursement Ledger. The Program Administration Fee shall be 10% of the Loan Funds disbursed by the Contractor under this Agreement and shall not exceed Seventy Thousand Dollars ($70, 000), in the aggregate, for any given year. (C) Notwithstanding the foregoing, in the event the Contractor exceeds twenty -two (22) Loans in any given year, additional Loan Funds will need to be procured in order to fund any additional Loans made by the Contractor under this Agreement. The City will exercise its reasonable efforts to amend this Agreement, in writing, and to obtain additional Loan Funds to fund additional Loans, in excess of twenty-two (22) Loans, by the Contractor for that year. The City makes no warranty, no representation and no covenant to the Contractor that the City will be able to obtain any additional Loan Funds to fund any additional Loans under this Agreement. 11 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City. The Contractor has no authority to bind or incur any obligation on behalf of the City. The Contractor has no authority or responsibility to exercise any right or power vested in the City. No agent, officer, or employee of the City shall be considered an agent or employee of the Contractor. It is understood by both the Contractor and the City 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 City. 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 City. The Contractor shall be responsible to the City 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 City 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 City 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 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 City), protect and hold the City harmless from any and all claims that may be made against the City 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 City, by reason of the performance of any of the Services under this Agreement. Section 9. 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 City and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the 12 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City. All said insurance policies shall provide that they may not be canceled unless 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 City or by the City whose insurance shall be considered excess insurance only. Any insurance which the City 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 City must approve each insurance policy required in Section 10(A) of this Agreement. The Contractor waives subrogation and agrees that the Contractor, the City are co-insured. The insurer shall have no right of subrogation, 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 City may require or approve. (D) The Contractor shall deliver or cause to be delivered to the City 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 City 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. The City may request the Contractor to provide, and the Contractor shall immediately provide, additional or greater insurance, in such amounts and with such deductibles as reasonably determined by the City, at the cost and expense of the Contractor. Section 10. INDEMNIFICATION. 13 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 (A) The Contractor agrees to indemnify, defend with legal counsel reasonably acceptable to the City, protect and hold the City 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), 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 City 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 City and evidence of such insurance satisfactory to the City shall be delivered to the City Manager no later than the effective date of this Agreement. (B) The City 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 any act or omission of the City 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 11. 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 14 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City shall be considered as "attorneys' fees" for purposes of this Section. Section 12. 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 of the California Government Code. Section 13. 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 City 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 City an affidavit disclosing any such interest. 15 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 Section 14. 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 City Manager of the City 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 City and do not increase the City's monetary annual appropriation to the Contractor as approved by the governing board of the City. Section 15. 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 City 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 City. Section 16. ASSIGNMENT. It is mutually understood and agreed that this Agreement shall be binding upon the City and its successors and assigns and upon the Contractor and its successors and assigns. The City 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 City, which written consent may be given or withheld by the City in its sole and absolute discretion. Any assignment or attempt to assign this Agreement by the Contractor shall be void. Section 17. 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: City Contractor City of San Bernardino Neighborhood Housing Services of Attention: City Manager the Inland Empire, Inc. 300 North"D" Street, Sixth floor Attention: Director San Bernardino, California 92401 1390 North"D" Street Phone: (909) 663-1044 San Bernardinoe, California Fax: (909) 888-9413 92405Phone: (909) 884-6891 Fax: (909) 884-6893 16 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 18. REPRESENTATION AND WARRANTY OF CONTRACTOR. The Contractor hereby represents and warrants to the City 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 City 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 19. LOAN FUNDS AND LOAN DOCUMENTS ARE THE PROPERTY OF THE CITY. The Loan Documents for each Loan are the property and asset of the City. 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 City, 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 City to the Contractor for the benefit of a Qualified Homeowner are the property of the City 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. Section 20. NON-ELIGIBILITY OF HOMEOWNER. The Qualified Homeowner must file a Loan Application with the Contractor should the Qualified Homeowner intend to construct, to install and/or to complete the Project with Loan Funds. Once the City has approved the Loan Application for the Qualified Homeowner and 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 loan offered by the City to the general public under any loan program, until ten (10) years after the date that the City has been paid the last of the loan Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement. Section 21. 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 17 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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. 18 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 CITY OF SAN BERNARDINO SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT IN WITNESS WHEREOF, the Contractor and the City have caused this Agreement to be duly executed on the date first above written. CITY City of San Bernardino, a municipal corporation Dated: By: Allen Parker, City Manager Approved as to Form: JAMES F. PENMAN, City Attorney By: , CONTRACTOR Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation Date: By: Name: Title: Date: By: Name: Title: 19 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement t 2013-217 EXHIBIT A CITY OF SAN BERNARDINO SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT THIS SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT (the "Agreement") is made and entered into this 15TH day of July, 2013 (the "Effective Date"), by and between the NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE (NHSIE) a California non-profit corporation (the "Contractor") and the CITY OF SAN BERNARDINO (the "City"), a municipal corporation. The City and the Contractor agree as follows: RECITALS WHEREAS, the City administers a single family residence rehabilitation loan program which loans funds (the "Rehabilitation Loan 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 to single family residential dwelling units owned and occupied by such low-moderate homeowners; and WHEREAS, the City desires to execute a three (3) year agreement with the Contractor, renewable annually by the City in its sole discretion and subject to the appropriation by the United States Department of Housing and Urban Development("HUD"); and WHEREAS, the City desires to allocate an amount not to exceed the sum of Seven Hundred Thousand Dollars ($700,000) annually of HOME Partnership Act Funds, in accordance with the terms, the covenants and the conditions of this Agreement, which amount may be increased by the City in the event the minimum number of required Loans is exceeded by the Contractor for any given year; and WHEREAS, the Rehabilitation Loan Program promotes and expands the supply of affordable housing in the City and fosters the elimination and prevention of blight in areas east of the I-215 Freeway; and NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE, THE MUTUAL PROMISES OF THE CITY 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 CITY AND BY THE CONTRACTOR, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS: I PAAgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement a , 2013-217 4 Section I. 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. "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 City 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"1". "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 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.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 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Safe Drinking Water Act, as amended, 42 U.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. "City Manager" means and refers to the City Manager of the City 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 2 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 approved, in writing, by the Contractor. The General Contractor Agreement relates, without limitation, to the construction, the installation and the 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"2". "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 Target Area within 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 "3,3 "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) HVAC 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 violations (i.e.,blown sewer lines, septic tank destruction, etc.). In connection with each Loan Application for Sewer Repairs, the City shall have the right to determine whether or not such Sewer Repairs shall be made from funds disbursed by 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 the City from Loan Funds under the Program or from grant funds disbursed by the City to an applicant under the Single Family Beautification Grant Program, or under any other then-existing grant program. Should the City determine that the Sewer Repairs will need to be disbursed by the City 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 City 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 Based Paint Pamphlet from the General Contractor. The Lead Based Paint Acknowledgment is attached hereto and incorporated herein by this reference as Exhibit"4". "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 «5„ "Loan"means and refers to each loan transaction approved, granted and made by the City 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 City. Each Loan made by the City to the Qualified Homeowner may not exceed the lesser of- (i) $30,000 or (ii) twenty-five percent (25%) of the then fair market value of the Home as determined by a licensed appraiser approved by the City (the "Loan Amount"), without the prior written approval of the City Manager. If necessary to bring the property to code, funding up to $50,000 may be provided with the approval of the City Manager or designee. The Loan shall be subordinate to the Senior Loan. The Qualified Homeowner shall pay all amounts that exceed the Loan Funds paid by the City 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 each year during the term of this Agreement, the Contractor will attempt to approve, complete, process and finalize up to twenty-two (22)Loans. 4 P:\Agendas\Agenda Attachments\Agenda AttachmentsWgrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City 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"6." "Loan Disbursement Account" means and refers to the reimbursement of cost associated with the rehabilitation work, which the Contractor shall present with receipt and supporting documentation to the City for disbursement from the Loan Funds in connection with the approval, granting and making of such loan by the City to the Qualified Homeowner under the Program, in accordance with this Agreement. "Loan Documents" mean and refer to the following: (i) the Loan Application (attached hereto as Exhibit"6"), (ii) the Loan Services Agreement (attached hereto as Exhibit"T'), (iii) the Maintenance Agreement Covenant (attached hereto as Exhibit "8"), (iv) the Homeowner's Release and Waiver (attached hereto as Exhibit 113", (v)the Note (attached hereto as Exhibit "9"), (vi) the Deed of Trust (attached hereto as Exhibit "1"), (vii) the issuance of a title policy in favor of the City in the amount of the Loan Funds approved by the City from a title company acceptable to the City, 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 City to or for the benefit of a Qualified Homeowner in connection with the Loan that the City has approved and made to the Qualified Homeowner in accordance with this Agreement. Each Loan made by the City to the Qualified Homeowner may not exceed the Loan Amount, without the prior written approval of the City Manager . The Qualified Homeowner shall timely pay all amounts that exceed the Loan Funds paid by the City 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. "Low-Moderate Income Housing Funds" mean and refer to the HOME Funds that the City intends to use to make the Loan to or for the benefit of the Qualified Homeowner in accordance with this Agreement and HOME regulation and guidelines. The City and the Contractor will offer the Loan to a Qualified Homeowner who earns not more than 80% of the current annual median income for the San Bernardino County area, adjusted for family size (as those terms are defined by U. S. Department of Housing and Urban Development("HUD") as further illustrated in Exhibit"10" of this Agreement(the "2013 Income Limits") and are subject to annual adjustments. 5 P:\Agendas\Agenda AttachmentsWgenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City 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 City and the Qualified Homeowner, and must be in recordable form for recordation by the Contractor or by the City 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"8". "Maintenance Class" means and refers to the Maintenance Class provided by and conducted by the Contractor pursuant to the Homebuyer Education Program Agreement, dated as of , 2013, by and between the City and the Contractor. The Qualified Homeowner is required to attend the Maintenance Class after the City 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. "Note" means and refers to the Promissory Note Secured by Deed of Trust in the amount of the Loan made by the City 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 City 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 City 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 City, the City 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 City the Loan Payoff. The Note shall be substantially similar to the Note attached hereto and incorporated herein by this reference as Exhibit"9". "Protect" means and refers to the construction, the installation and/or the completion of the Improvements from the use of the Loan Funds. 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "Program" means and refers to the program created, administered and maintained by or for the City in connection with the Loan, the disbursement by the City 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. The Contractor shall offer the Program to Qualified Homeowners residing in the area east of the 1-215 freeway during the term of this Agreement. The Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners in this Area of 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 City Manager. "Qualified Homeowner" means and refers to a person or household (i) which owns and occupies its Home as its principal residence within the Target Area 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, 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 "10", (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 of ten (10) years following the recordation of such Maintenance Agreement Covenant in the County Recorder's Office, and (viii) who must not have received any grant or any loan from the City for a period of ten (10) years prior to the submission by the Qualified Homeowner to the City and/or to the Contractor of the Loan Application. On a case-by- case basis, the City Manager of the City, in its sole and absolute discretion, may waive this one 12-month 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 City 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 7 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 Promissory 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 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 City 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 "11." For each year of the Agreement, the Contractor will attempt to approve, complete, process and finalize up to ten(10) Loans to Qualified Homeowners in the Target Area. "Target Area" means and refers to the area east of the I-215 freeway, in which the City has instructed the Contractor to offer the Program to Qualified Homeowners to better maximize the effectiveness of the Loan Funds. In the absence of specific direction from the City Manager, the Contractor shall offer the Program on an as-needed, first-come, first-served basis, to Qualified Homeowners within the Area. However, in the case of an emergency, of an urgent need or of a life-threatening situation, the Contractor may process a Loan Application subject to the approval of the City Manager. "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 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 City Manager. Section 2. PERFORMANCE BY CONTRACTOR AND BY CITY. The Contractor and the City agree to perform the terms, covenants and conditions of this Agreement. Section 3. SCOPE OF SERVICES. The Contractor agrees to provide the Services to the City as set forth herein, as described in the Scope of Services, attached hereto as Exhibit 8 P:\Agendas\Agenda AttachmentsWgenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "I I". Promptly following the date of approval of this Agreement by the governing board of the City,the Contractor,without limitation, shall or will continue to: (A) use the general form of the Loan Application in connection with an application by a Qualified Homeowner for the approval by the City 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; (B) subject to the completion of the tasks described in Section 3(A) 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 on an as-needed, first-come, first-served basis; 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 City Manager; (C) transmit a copy of a completed set of the Loan Documents to the City, together with a recommendation from the Contractor to the City to approve the Loan Application and the Loan to the Qualified Homeowner. Each acceptance of a Loan Application by the City shall be evidenced by the signature of the City Manager of the Loan Documents, where designated. All Loan Documents shall be executed, acknowledged, where designated, and completed by the Qualified Homeowner and by the Contractor; (D) no fees, charges or expenses shall be payable by any applicant to the Contractor or to the City for a Loan, 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 is constructed, installed, performed and/or completed at the Home, except for the Maintenance Class fee payable to the Contractor, or as authorized under the Program by the City Manager; (E) 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 City by the title insurance company with the recordation of the Deed of Trust and of the Maintenance Agreement Covenant; (F) 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 City in the County Recorder's Office)to the City upon request for reimbursement; 9 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 (G) verify that Loan Funds are used 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); (H) prepare and maintain a Loan Funds reimbursement 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 City 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, 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 City Manager may request. A copy of such ledger shall be submitted to the City Manager each month with the first such monthly submittal due on the first day of the next month following the date of the initial Loan Funds approval by the Contractor and/or the City; (1) 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(l). (J) Contractor at its expense shall provide a dedicated and trained staff member to administer the Services and the Program described in this Agreement for the term of this Agreement; (K) The Contractor represents, warrants and covenants that the Contractor shall reserve membership on the Contractor's board of directors to one(1) or more individuals who reside in the City of San Bernardino, County of San Bernardino, State of California, as required by applicable Laws, City, or as necessary, for the term of this Agreement. 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 10 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City and the complete execution by the parties (the "Effective Date"). The Agreement shall remain in effect through June 30, 2016, subject to annual approval by the City in its sole discretion and the appropriation by the United States Department of Housing and Urban Development("HUD"). Section 6. COMPENSATION PAYABLE BY CITY TO CONTRACTOR. (A) The City shall annually compensate the Contractor for the performance of the Services using the HOME Funds in accordance with the following schedule: 10%of the Loan Funds disbursed Annual Program Administration Fee for by the Contractor not to exceed an CONTRACTOR annual amount of $70,000 $630,000 Single Family Residence Rehabilitation Loan Program $700,000 (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 City to the Contractor as compensation for Services performed by the Contractor under this Agreement shall be paid by the City directly to the Contractor upon receipt by the City of a corrected invoice and the Loan Funds disbursement ledger(the "Loan Funds Disbursement Ledger")which shows all Loan Fund payments authorized by the City and disbursed by the Contractor to the General Contractors and/or to the subcontractors under this Agreement for which the Contractor has not been paid by the City. The Contractor may not invoice the City more than once per month for the Loan Funds disbursed by the Contractor under this Agreement and the City shall pay to the Contractor the correct amount identified on the invoice within thirty (30) calendar days after the receipt by the City of the following: (i) a corrected invoice, and (ii)the Loan Funds Disbursement Ledger. The Program Administration Fee shall be 10% of the Loan Funds disbursed by the Contractor under this Agreement and shall not exceed Seventy Thousand Dollars ($70, 000), in the aggregate, for any given year. (C) Notwithstanding the foregoing, in the event the Contractor exceeds twenty -two (22) Loans in any given year, additional Loan Funds will need to be procured in order to fund any additional Loans made by the Contractor under this Agreement. The City will exercise its reasonable efforts to amend this Agreement, in writing, and to obtain additional Loan Funds to fund additional Loans, in excess of twenty-two (22) Loans, by the Contractor for that year. The City makes no warranty, no representation and no covenant to the Contractor that the City will be able to obtain any additional Loan Funds to fund any additional Loans under this Agreement. 11 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City. The Contractor has no authority to bind or incur any obligation on behalf of the City. The Contractor has no authority or responsibility to exercise any right or power vested in the City. No agent, officer, or employee of the City shall be considered an agent or employee of the Contractor. It is understood by both the Contractor and the City 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 City. 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 City. The Contractor shall be responsible to the City 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 City 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 City 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 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 City), protect and hold the City harmless from any and all claims that may be made against the City 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 City, by reason of the performance of any of the Services under this Agreement. Section 9. 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 City and the City and the elected officials, officers, employees, attorneys and agents of each of them as additional insureds (collectively, the 12 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 "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 City. All said insurance policies shall provide that they may not be canceled unless 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 City or by the City whose insurance shall be considered excess insurance only. Any insurance which the City 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 City must approve each insurance policy required in Section 10(A) of this Agreement. The Contractor waives subrogation and agrees that the Contractor, the City are co-insured. The insurer shall have no right of subrogation, 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 City may require or approve. (D) The Contractor shall deliver or cause to be delivered to the City 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 City 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. The City may request the Contractor to provide, and the Contractor shall immediately provide, additional or greater insurance, in such amounts and with such deductibles as reasonably determined by the City, at the cost and expense of the Contractor. Section 10. INDEMNIFICATION. 13 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 (A) The Contractor agrees to indemnify, defend with legal counsel reasonably acceptable to the City, protect and hold the City 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), 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 City 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 City and evidence of such insurance satisfactory to the City shall be delivered to the City Manager no later than the effective date of this Agreement. (B) The City 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 any act or omission of the City 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 11. 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 14 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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 City shall be considered as "attorneys' fees" for purposes of this Section. Section 12. 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 of the California Government Code. Section 13. 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 City 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 City an affidavit disclosing any such interest. 15 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 20]3\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 Section 14. 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 City Manager of the City 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 City and do not increase the City's monetary annual appropriation to the Contractor as approved by the governing board of the City. Section 15. 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 City 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 City. Section 16. ASSIGNMENT. It is mutually understood and agreed that this Agreement shall be binding upon the City and its successors and assigns and upon the Contractor and its successors and assigns. The City 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 City, which written consent may be given or withheld by the City in its sole and absolute discretion. Any assignment or attempt to assign this Agreement by the Contractor shall be void. Section 17. 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: City Contractor City of San Bernardino Neighborhood Housing Services of Attention: City Manager the Inland Empire, Inc. 300 North"D" Street, Sixth floor Attention: Director San Bernardino, California 92401 1390 North"D" Street Phone: (909) 663-1044 San Bernardinoe, California Fax: (909) 888-9413 92405Phone: (909) 884-6891 Fax: (909) 884-6893 16 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement r 2013-217 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 18. REPRESENTATION AND WARRANTY OF CONTRACTOR. The Contractor hereby represents and warrants to the City 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 City 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 19. LOAN FUNDS AND LOAN DOCUMENTS ARE THE PROPERTY OF THE CITY. The Loan Documents for each Loan are the property and asset of the City. 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 City, 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 City to the Contractor for the benefit of a Qualified Homeowner are the property of the City 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. Section 20. NON-ELIGIBILITY OF HOMEOWNER. The Qualified Homeowner must file a Loan Application with the Contractor should the Qualified Homeowner intend to construct, to install and/or to complete the Project with Loan Funds. Once the City has approved the Loan Application for the Qualified Homeowner and 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 loan offered by the City to the general public under any loan program, until ten (10) years after the date that the City has been paid the last of the loan Funds to the Contractor for the benefit of the Qualified Homeowner under this Agreement. Section 21. 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 17 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 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. 18 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement 2013-217 CITY OF SAN BERNARDINO SINGLE FAMILY RESIDENCE REHABILITATION LOAN PROGRAM HOME SUBRECIPIENT AGREEMENT IN WITNESS WHEREOF, the Contractor and the City have caused this Agreement to be duly executed on the date first above written. CITY City of San Bernardino, a municipal corporation Dated: �3 By: 1�2� All Parker, City Manager Approved as to Form: JAMES F. PENMAN, City Attorney By: CONTRACTOR Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation Date: 1 By Name: -AW "�•�-�'' Title: -x Lu i�C,C,(r' Date: By: Name: Title: 19 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2013\4.19.13 NHSIE Rehab Loan Program Agreement DATE(MMIDDIYYYY) A`o CERTIFICATE OF LIABILITY INSURANCE 4/l/2013 LDER THIS CERTIFICATE IS ISSUED EOR NEGATIVELY AMEND,EX END OR ALT R TIHE COVERAGE AFFORDED BY THE POLICIES CERTIFICATE DOES NOT AFFIRMATIVELY BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE RESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. RTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to t terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). rwn CT role Nix PRODUCER (909)792-8950 FAXNo• (909)792-2030 Caldwell & Moreland Insurance Services DBA rolen @arroyoins.com Arroyo Insurance Services IN SURERS AFFORDING COVERAGE NAIC 0 1654 Plum Lane FINSURED dlds CA 92374-4532 lladel hia Indemnit Ins Co od Housing Services of the Inland D Street INSURER E: dino CA 92405 INSURER F. COVERAGES CERTIFICATE NUMBER:CL134101961 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD DESCRIBED HE NOTWITHSTANDING REQUIREMENT, CONTRACT OTHER DOCUMENT CERTIFICATE MAY ISSUED OR MAY PERTAIN, INSURANCE AFFORDED BY THE POLICIES HEREIN S SUB ECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT7NC S OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED POLICY FY PAID C CLAIMS.P LIMITS POLICY NUMBER MM/DD/YYYY MMIDDIYYYY 1,000,000 IN TYPE OF INSUR EACH OCCURRENCE $ LTR GENERAL LIABILITY D M N D 1,000,000 PREMISES Ea occurrence) $ X COMMERCIAL GENER /17/2013 /17/2014 MED EXP(Any one person) $ 20,000 A CLAIMS-MADE HPK980126 1,000,000 PERSONAL&ADV INJURY $GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OP AGO $ 3,000,000 GEN'L AGGREGATE LIMIT $PRO- COMBINED SINGLE LIMIT X fiOLICY Ea accident TOMOBILE LIABILITY BODILY INJURY(Per person) $ ANY AUTO BODILY INJURY(Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS PROPERTY DAMAGE $ NON-OWNED Per accident HIRED AUTOS AUTOS $ EACH OCCURRENCE $ UMBRELLA LIAB OCCUR $ AGGREGATE EXCESS LIAB CLAIMS-MADE $ DED RETENTION$ WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN E.L.EACH ACCIDENT _ $ ANY PROPRIETOR/PARTNER/EXECUTIVE❑ NIA E.L.DISEASE-EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-POLICY LIMIT $ If yes,describe under DESCRIPTION OF OPERATIONS below HPK980126 /17/2013 /17/2014 Blanket Bs Personal Property $1201000 A Property Section Deductible $1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Att ach ACORD 101,Additional Remarks Schedule,if more space is required) RE: Allworx Phone System - Loan # 24989 Property coverage - Special form, Replacement Cost including theft. "Baytree National Sank & Trust is hereby recognized as Additional Insured/Loss payee" CERTIFICATE HOLDER CANCELLATION SHOULD EXPIRATIIONH DATE VTHER OF, NOTICE POLICIES WILL BE CANCELLED THE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. LElaytree National Bank & Trust 5325 SE 30th Place # 100 AUTHORIZED REPRESENTATIVE Bellevue, WA 98007-6597 / Carole Nix/CAROLE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) INS025(201005)01 The ACORD name and logo are registered marks of ACORD AC a DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 5/23/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Car Ole Nix - NA Kellogg & Moreland Agency, Inc. DBA PHONE (909)792-8950 FAx (909)792-2030 Arroyo Insurance Services EMAIL .carolen @arroyoins.com INSURE S AFFORDING COVERAGE NAIC 1654 Plum Lane r Redlands CA 92374-4532 INSURER A:Philadel hla Indemnity Ins Cc INSURED INSURER 9: Neighborhood Housing Services of the Inland INSURERC: 1390 North D Street INSURER D: INSURER E: San Bernardino CA 92405 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1352302040 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFF POLICY EXP LIMITS INS TR R TYPE OF INSURANCE POLICY NUMBER MM/DD M! D L GENERAL LIABILITY DAMAGE TO'NENTED OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES E n S CLAIMS-MADE EI OCCUR MED EXP An one on) S PERSONAL&ADV INJURY S GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ S POLICY PRO LOC COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident BODILY INJURY(Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS - PROPERTY DAMAGE $ NON-OWNED p accident) HIRED AUTOS AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S S DED RETENTIONS WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE NIA OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYE $ (Mandatory in NH) If es,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Employee Dishonesty HPK980126 /17/2013 /17/2014 Limit ofCovera9e 250,000 Deductible 2,500 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,K more spats to required) verification of coverage - Certificate holder is hereby recognized as loss payee 30 days notice of cancellation except 10 days notice of cancellation for non payment of premum. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. NeighborWorks America 1325 G Street, NW AUTHORIZED REPRESENTATIVE Suite # 800 Washington, DC 20005 Carole Nix/CAROLS ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025(201005)01 The ACORD name and logo are registered marks of ACORD