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HomeMy WebLinkAboutR21-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHS) HOME LOAN AGREEMENT --- ACQUISITION OF THE PROPERTY DATE: December 18, 2002 LOCATED AT 688-698 W. 6TH STREET ____________________________n__________nn_____________m_________________________________________iQ_~!>_IQ~~_~_~~_I!~~~~~~QL______ Svnopsis of Previons Commission/Conncil/Committee Action(s): FROM: Maggie Pacheco .' _ "\ ~U1;lJECT: Deputy DirectorlDirector >i . - - - . , !J Housing & Community Developm~ < · . ;..i II i, i t:. On November 21, 2002, Redevelopment Committee Members Anderson, Suarez and Estrada unanimously voted to recommend that the Community Development Commission approve this item. --------------------------------------------------------------------------_.--------------------_.------------------------------------------------------------------------- Recommended Motion(s): (Communitv Development Commission) MOTION: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE HOME LOAN AGREEMENT BY AND BETWEEN THE AGENCY AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHS) FOR THE ACQUISITION OF THE PROPERTY LOCATED AT 688-698 W. 6TH STREET (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA/OLD TOWNE SAN BERNARDINO). -------------------------------------------------------------------------_.-----------------------------------.------------------------------------- Contact Person(s): Maggie Pacheco Central City North Phone: (909) 663-1044 I Project Area(s) Ward(s): Supporting Data Attached: 121 Staff Report 121 Resolution(s) 121 Agreement(s)/Contract(s) 0 Map(s) 0 Letters FUNDING REQUIREMENTS Amount: $ 375,000 Source: HOME Federal Funds /- Budget Authority: SIGNATURE: --Comm-is~t;;~/Co;nc"-Noi~~-:----------------------------....-------------------------..------------------------------------------------------------------- ~)( '.c,t' c,y ( -~C.l(_)-> 2-- -------------------------------------------------------.---------------.--.-----------------------.------------------------------------------------ P:\Clerical Services Dept\Margaret ParkerlAgenda\CDC 02-03\03-01-06 NHS 688-698 6th Sl.doc COMMISSION MEETING AGENDA Meeting Date: 01/06/2003 Agenda Item Number: ..I/. 2.1 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT ----------------~-------------------------_._------------------------------------------------------------------------------------------------------------------------- Neil!:hborhood Housinl!: Services of the Inland Empire. Inc. (NHS) HOME Loan Al!:reement - Acauisition of the Property Located at 688-698 W. 6th Street (Old Towne San Bernardino) BACKGROUND: The City/Agency and Neighborhood Housing Services of the Inland Empire, Inc. (NHS) have established a partnership to carry out housing services to the community. These services include, but are not limited to, administration of the Mobile Home Handy Worker, the Owner Occupied Rehabilitation Program, development of the City's first "Youth-built" housing project on Magnolia Avenue, and amongst others, operation of a citywide Homebuyer Education Program. During the last fiscal year, 285 households benefited from the Homebuyer Education Program out of which 123 households purchased homes in the City. In addition, NHS owns and manages 11 affordable rental housing units within NIP Area # 1. NHS purchased these 11 units with private resources, NHS equity, and Agency CHDO funds as approved by the Commission in October 2001. Seven of these units have been fully rehabilitated and are occupied. The remaining four units are being rehabilitated and should be completed by the end of November 2002. At the time of approval of this project, Staff advised the Commission that the 11 units would be the beginning of NHS's multi-family CHDO portfolio and that as housing projects and opportnnities were identified in the future, Staff and NHS would return to the Commission for additional considerations and approvals. On November 4, 2002, the Community Development Commission approved a $110,000 capacity building grant for NHS to set -up a one stop real estate service center that would identify, in the future, single-family properties to buy and resell to generate revenue for the purchase of distressed multi-family housing complexes as designated by the Agency. At the time the Commission approved this grant, the 688-698 West 6th Street property, a six-unit complex adjacent to the TELACU Senior Housing Project under construction, was noted as the first possible acquisition candidate under the mutually agreed upon multi-family housing program spearheaded by Agency Staff and NHS representatives. This location was selected as a result of the Mayor and Council's desire to focus neighborhood preservation activities within certain geographic parts of the City, such as Old Towne San Bernardino, between 6th and 9th Streets, F Street to 1215 (also located within the Central City North Redevelopment Project Area). CURRENT ISSUE: NHS has reached agreement with the existing owner to purchase the property located at 688-698 West 6th Street and adjacent vacant property, APN 0134-021-260000, at a sales price of $300,000 subject to certain conditions, and has placed the sales transaction in escrow with a good faith deposit and contingent upon financing approval of the Agency (i.e., appraisal of the property supporting the sales price, as per HOME regulations). The property has six units (five one-bedroom units and one three-bedroom unit) plus a vacant parcel. Two units are vacant and the owner has agreed to keep them vacant at NHS's request. The monthly rental for each unit is between $380-$450. The total __________________________________h____________________.____________________________________________________-.------------------------------. P:\Clcrical Services Dcpt\Margaret ParkeMgenda\CDC 02-03\03-0]-06 NHS 688-698 6th Sl.doc COMMISSION MEETING AGENDA Meeting Date: 01106/2003 Agenda Item Nnmber: ~J- Economic Development Agency Staff Report Neighborhood Housing Services HOME Loan Agreement Page 2 monthly income is therefore approximately $1,500 per month less maintenance, taxes, insurance, and management costs. The property is in relatively good condition, but will require some deferred maintenance type of improvements, i.e., painting, electrical, plumbing, exterior fa<;ade improvements, etc., estimated at less than $75,000. At the current vacancy, coupled with the low rents being paid, there are insufficient funds to support a debt of $375,000. For comparison purposes, a conventional loan of $375,000 at a 9% rate is equivalent to a monthly principle and interest payment of $3,800. Furthermore, should NHS acquire the property, the existing tenants will be required to sign leases and abide by the lease terms. Should any tenant not comply with the lease terms, NHS will have the right to terminate the tenancy and the tenant would not be entitled to any benefits. Otherwise, should NHS require any tenant to move without due cause, NHS would be obligated under the HOME regulations to insure that the displaced tenant is afforded relocation rights and benefits. In light of these circumstances, it would be unlikely that NHS would be able to secure traditional conventional financing for this property; therefore, Staff and NHS are proposing that the Agency act as the interim lender on the property, and provide NHS with a three-year short-term loan, deferred monthly payment, at the rate of 3 %. The loan would cover the purchase price (assuming the appraisal of the property supports the purchase price), plus up to $75,000 will be budgeted for any type of immediate improvements needed to insure the housing units are sound, safe and sanitary. However, it is the intent of Staff and NHS to work together to look at either preservation of the units and perhaps treat the fa<;ade of the building to compliment the new TELACU senior housing project, and if not feasible, look to the possible demolition and reconstruction of the property with a more modem multi-housing complex. The three-year window would provide ample time to prepare a development scheme, stabilize the property, and obtain long-term financing. The Agency would hold a first trust deed on the property and record a maintenance and affordability covenant as well. Acting as the primary lender will allow the Agency to take control of the property more easily and more expediently should NHS fail to perform under the agreement with the Agency. ENVIRONMENTAL IMPACT: Prior to the release of any federal funds, the Agency will adhere to the National Environmental Policy Act (NEP A) and California Environmental Quality Act (CEQA) guidelines. All mandated Notices of Release of Funds would be published prior to funds disbursement. FISCAL IMPACT: Funds for this transaction are available in the Economic Development Agency's 2002-2003 HOME Federal Grant budget in the amount of$375,000. _.._______n__._________.____________________.__________------------------------------------------------------------------------ P:\Clcrical Services Dcpt\Margatet Parker\Agenda\CDC 02-03\03-0]-06 NHS 6&8-698 6th St.doc COMMISSION MEETING AGENDA Meeting Date: 01106/2003 Agenda Item Number: IlJJ Economic Development Agency Staff Report Neighborhood Housing Services HOME Loan Agreement Page 3 RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. ~7 Q f~ Maggie Pacheco, Deputy Director/Director Housing & Community Development .-----------_._----------~------------_._----------------------------------------------------------------------------------- P:\Clerical Services Dept\Margarcl ParkeMgenda\CDC 02-03\03-0]-06 NHS 688-698 6th Sl.doc COMMISSION MEETING AGENDA Meeting Date: 01106/2003 Agenda Item Number: f{2.J /---., ,--- RESOLUTION NO. 2 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BER.~ARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE HOME LOAN AGREEMENT BY AND BETWEEN THE AGENCY AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHS) FOR THE ACQUISITION OF THE PROPERTY LOCATED AT 688-698 W. 6TH STREET (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA/OLD TOWNE SAN BERNARDINO). 4 5 6 7 8 9 WHEREAS, Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (the "Participant") known locally and internationally for building and 10 11 preserving affordable housing for low- and moderate-income households, has requested 12 financial assistance in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) ("HOME Loan") from the Agency for the purchase, rehabilitation, and occupancy by HOME eligible households ("HOME Project"), of the properties identified as: APN 0134-021-27000 (688, 690, 692, 694, 696 West 6th Street) and the adjacent vacant property, APN 0134-021- 260000 (the "Property"); and 13 14 15 16 17 WHEREAS, the Agency shall provide the HOME Loan to Participant as set forth under the terms of that certain HOME Loan Agreement and the HOME Regulatory Agreement by and between the Participant and the Agency. 18 19 20 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: 21 22 A detailed description of the HOME Project is set forth in the HOME Section I. 23 24 Loan Agreement. Section 2. Subject to the terms and conditions of the HOME Loan Agreement, the 25 Community Development Commission ("Commission") hereby reserves for the Participant the -1- P:\Clcrbl Services Dcpl\~largarel Parker\Rcsolulions\2002\03.0 1-06 NHS 6lh Slreel Rcsol11lion.doe 2 3 4 5 6 7 8 9 10 11 12 13 14 ]5 16 17 18 Loan in the sum of not to exceed Three Hundred Seventy-Five Thousand Dollars ($375,000) in City HOME Fiscal Year 2002/2003 Program Funds ("HOME Loan") as approved and budgeted in the Agency budget by the Commission for such purposes. Section 3. The Commission hereby finds and determines that the approval of the HOME Loan Agreement, and the disbursement of the HOME Loan to the Participant requires no further environmental assessment under the provisions of the National Environmental Protection Act (NEPA) in view of the categorized exemption applicable to the HOME Project as set forth at 24 CFR Part 58.35( c )(2) and under the provisions ofthe California Environmental Quality Act in the view of the exemption found at Public Resources Code Section 21080.14 (affordable housing for lower income persons in urbanized areas). The Executive Director of the Agency ("Executive Director") is hereby authorized and directed to prepare the appropriate forms of written notice of the determinations of categorical exemption for the HOME Project as provided for in this Section 3. Section 4. The Commission hereby approves the form of the HOME Loan Agreement as presented at the meeting at which this Resolution is adopted. The Executive Director is hereby authorized and directed to execute the HOME Loan Agreement on behalf of the Agency, together with such technical and conforming changes as may be recommended by the Agency Counsel. The Executive Director is further authorized and directed to execute all ancillary and related documents and agreements subject to the terms and conditions as set forth ]9 therein. 20 Section 5. 21 //1 22 //1 23 /1/ 24 /1/ //1 25 This Resolution shall become effective immediately upon its adoption. -2- ?:\Clcrical Services Dcpl\Margarel Parkcr\Rcsolulions\1002\03-01.Q6 NHS 6th SlTcel Resolution.doc 2 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE HOME LOAN AGREEMENT BY AND BETWEEN THE AGENCY AND NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHS) FOR THE ACQUISITION OF THE PROPERTY LOCATED AT 688-698 W. 6TH STREET (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA/OLD TOWNE SAN BERNARDINO). 3 4 5 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 8 Community Development Commission of the City of San Bernardino at a meeting 9 thereof, held on the day of , 2003, by the following vote to wit: 10 Commission Members: Aves Navs Abstain Absent 11 ESTRADA LONGVILLE MCGINNIS DERRY SUAREZ ANDERSON MC CAMMACK 12 13 14 15 16 17 18 Secretary 19 day of ,2003. The foregoing resolution is hereby approved this 20 21 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 22 23 24 By: 25 -3- ?:\Clcrical Service, Dcpl\Margan:t Parker\Resollllions\2002\03-Q1-06 NHS 6tb Street Resolution.doc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 2003 HOME LOAN AGREEMENT THIS AGREEMENT is dated as of January 6, 2003, by and between the Redevelopment Agency of the City of San Bernardino, a public body corporate and politic (the "Agency"), and Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (the "Participant") and is entered into in light of the facts set forth in the following Recitals: RECITALS I. The City of San Bernardino (the "City") is an entitlement city and receives annually certain Federal funds under the Home Investment Partnership Act ("HOME Program") allocation for Fiscal Year 2002/2003, from the United States Department of Housing and Urban Development ("HUD") in order to carry out eligible housing activities of the City and the Agency in accordance with Federal program regulations set forth in Title 24 Code of Federal Regulations Part 92; and 2. The City has designated and authorized the Agency to administer and implement the HOME Program; and 3. In accordance with the HUD guidelines under the HOME Program, HOME funds may be used for locally based non-profit housing entities to carry out affordable housing activities in compliance with the HOME Program regulations; and 4. The Participant is a locally certified, approved and experienced non-profit housing organization, and the Participant desires to participate with the Agency in activities eligible under the HOME Program, and the Participant further agrees that the beneficiaries of its 1 P:IClcrical Se.....ices Di:pllMargan:t Parker\AgcJlda\Agrmts-Amc:nd\03'{)I-06 NHS HOME Loan Acq Agreemen1.doc activities under the HOME Program and this Agreement, are or will be families and persons who meet the income eligibility guidelines of24 CFR Part 92.216 and Part 92.217; and 5. The Agency deems that the activities to be undertaken by Participant herein are consistent with and supportive of the HOME Program regulations and that the financial assistance of the Agency is necessary and appropriate to initiate the housing activities of the Participant as set forth herein; and 6. The Agency deems it desirable to enter into this HOME Loan Agreement with Participant in order to provide HOME funds for the acquisition of the Property, as described in Exhibit "A" herein, the rehabilitation and preservation of the Property for the provision of affordable rental housing in accordance with the HOME Program guidelines; and 7. The use of the Property shall be subject to the HOME Program Regulatory Agreement, Exhibit "B", and incorporated herein by this reference; and NOW THEREFORE, THE PARTIES TO THIS HOME LOAN AGREEMENT COVENANT AND AGREE AS FOLLOWS: SCOPE OF PROJECT Section 1. Loan Amount, Uses and Scope ofProiect Subject to the terms and conditions of the HOME Loan Agreement, the Agency shall make available to the Participant a loan in the amount of Three Hundred Seventy-Five Thousand ($375,000), ("HOME Loan") from 2002/2003 HOME Program funds for the purchase and rehabilitation of the Property. The HOME Loan shall be for a term of three (3) years ("Term"), at three percent (3%) per annum, deferred monthly payment until the maturity date of the HOME Loan in accordance with the provisions of the Promissory Note (Exhibit "C"). 2 P:\Clcrical Services Dept\Margaret PaJker\Agcnda\Agrmr.s-Amend\03.Q1.n6 NHS HOME Loan AC(j, Agreement.doc The HOME Loan shall be used, by the Participant, solely for the following purposes: (a) Up to Three Hundred Thousand Dollars ($300,000) for the purchase of the Property. The purchase price of the Property shall be supported by a current appraisal, as prepared by a qualified and independent appraiser, selected by the Participant, (the "Purchase Price"). Upon written request of the escrow holder for the Participant, and as authorized by the Participant, the Agency shall deposit the Purchase Price directly into escrow, along with the Agency's Deed of Trust (Exhibit "D") and HOME Regulatory Agreement (Exhibit "8") (the "Documents"). The Documents shall be recorded as a first lien against the Property in order to insure the Agency's interest in the Property; and (b) Up to Seventy-Five Thousand Dollars ($75,000) shall be set aside by the Agency for the Participant to make as needed repairs, subject to Agency approval, to the Property, in order to insure that the housing units are sound, safe and sanitary ("Rehabilitation Fund"). Said Rehabilitation Fund shall be disbursed by the Agency to Participant upon verification and inspection of the proposed improvements to the Property and in accordance with Section 3 of this HOME Loan Agreement. After the Close of Escrow, but not later than thirty (30) days following Close of Escrow, the Participant shall immediately determine the necessary repairs needed to the Property ("Interim Repairs"), if any, and submit an inspection report for approval by the Agency, and perform the necessary repairs with proceeds from the Rehabilitation Fund, or any other funds provided by the Participant. Immediately following the completion of the Interim Repairs that are necessary to stabilize, preserve and manage the Property in a safe, sanitary and habitable condition, but no later than one hundred eighty days (180) from Close of Escrow, the Agency and Participant shall 3 P:\Clerical Services DepllMargarel Parker\Agellda\Agrnus-Amend\03-01-06 NHS HOME wan Acq Agreement.doc work together to determine the long-term use of the Property. The Participant shall explore the following development scenarios: (I) the Participant working in concert with Agency and City, will determine whether it is economically and structurally advantageous to redevelop the Property with a new multi-family complex in accordance with the City's Development Code and General Plan. Such new development will be consistent with the development standards imposed by the City on the adjacent new TELACU Senior Housing Development on the northwest comer of 6th and F Streets ("TELACU Project"); or (2) Participant determines that scenario (I) above is not feasible due to City development standards and the economics associated with the redevelopment ofthe Property, and that it is in the best interest to rehabilitate and preserve the Property instead, then in such event, the Participant shall carry out the rehabilitation of the Property in accordance with Agency approved rehabilitation standards. The Participant covenants to utilize its best efforts to insure that the rehabilitation of the Property is rehabilitated in an aesthetically pleasing condition and the Property will be rehabilitated consistent with the exterior improvement or fayade treatment requirements similar to the TELACU Project (the "Project"). Section 2. Disbursement of HOME Loan to Particioant (a) Subject to the terms and conditions of this Agreement, the Participant hereby agrees to undertake the Project as stated in Section I above. (b) The Participant shall acquire the Property from the Owner as provided below. Concurrently with the approval of this Agreement by the governing board of the Agency, the Participant shall also execute real property escrow Documents and/or agreements with the Owner for the transfer of the fee title interest of the Property and proceed to open Escrow. 4 P:\Clcrical Services Dept\11argarct Parkcr\AgcndalAgrmls-Amcnd\03-01-06 NHS HOME Loan Acq Agreemcnl.doc (c) Concurrently with the close of escrow, as provided in Section 4, for the transfer of the Property, the Agency shall disburse up to $300,000 from the HOME Loan on behalf of Participant to Escrow Agent for the acquisition of the Property. The Agency shall disburse .the proceeds of the HOME Loan to fund the acquisition of the Property when the Participant has satisfied the following conditions: (i) the Participant has provided the Agency with evidence of insurance coverage as required under this Agreement, HOME Regulatory Agreement and deed of trust; (ii) the escrow referenced in Section 2(b) is otherwise in a condition to close; (iii) the Participant has executed the Promissory Note (Exhibit "C") and Deed of Trust (Exhibit "D") and the HOME Regulatory Agreement for the Property in favor of the Agency; and (iv) the Participant has complied with each of the other provisions of this Agreement and is not in default hereunder. (d) Provided no default has occurred, the remaining $75,000 ofthe HOME Loan shall be disbursed to Participant by the Agency after the Escrow described in Section 2(b) has closed as provided in Section I of this Agreement. (i) no default has occurred under this Agreement. Section 3. Loan Documents and Grant Deed Covenants (a) The Loan shall be evidenced by a promissory note (a "Promissory Note") (Exhibit "C") which shall be secured by a Deed of Trust (Exhibit "D") on the Property in the amount of $375,000. The date of the Promissory Note shall be the date on which escrow closed as referenced in Section 2(b). 5 P:\Clcrical Scrvice'S Dept\Margarct ParkeMgenda\Agrmts-Amcnd\03..o1-06 NHS HOME Loan Acq Agreement.doc (b) The term ofthe Promissory Note shall be three (3) years from the date of the close of Escrow. The Promissory Note shall bear three percent (3 %) interest per annum, deferred monthly payment and payable within three (3) years, provided no default exists and Participant is in full compliance with all of the terms and conditions of this Agreement. (c) Concurrently with the close of Escrow referenced in Section I and Section 2(b), and the transfer of Property to the Participant by the Owner, and the disbursement of the proceeds of the HOME Loan to Participant, the Participant shall execute and cause to be recorded in favor of the Agency a Deed of Trust (Exhibit "D") and a HOME Program Regulatory Agreement (Exhibit "B") for the Property. Section 4. Close of Escrow and Schedule for Completion ofProiect The Participant shall acquire fee title interest in the Property by a date not later than February 6, 2003, or this Agreement shall have no further force or effect. The Participant shall commence the Interim Repairs, if needed, on the Property promptly following the close of the Escrow as set forth in Section I and thereafter complete such Interim Repairs within 60 days following the close of Escrow. The Participant shall complete exploration of the final and long- term use of the Property, as per Section 1, by a date no later than twelve (12) months following the close of Escrow of the Property. The Executive Director of the Agency may, for good cause, grant the Participant up to ninety (90) days additional time in which to complete the Project. Section 5. Occupancv of Units 5.1 Participant shall ensure that at a mmlmum, not less than six (6) rental units (hereinafter referred to as the "Rental Units") in the Project shall be reserved for occupancy by eligible households as follows: 6 P:\Clcrical Services Dcpl\Margarel ParkcrlAgclldalAgrmls-AmeM\03-01-06 NHS HOME Loan Acq Agreemenl.doc (i) 20% (1 Rental Unit) of the six (6) "Rental Units" shall be rented or reserved for occupancy by very low-income households. For the purposes of this Agreement, very low-income shall be defined as those households earning fifty percent (50%) of median income, or below; (ii) the remaining balance (5 Rental Units) of the six (6) "Rental Units" shall be rented or reserved for occupancy by households earning (80%) eighty percent of the area median income or below; and (iii) at the time of initial occupancy (I year period) of the Rental Units in the Project, not less than four (4) Rental Units, shall be rented or reserved for occupancy by households earning sixty percent (60%) of the area median income or below. The eligible household occupancy test of this subparagraph (ii) shall be applied only at the time of initial occupancy of the six (6) Rental Units. The eligible household occupancy tests of subparagraph (i) and (ii), above, shall be applied annually for the remaining term of this Agreement. 5.2 Participant shall ensure that each of the Rental Units shall be available and remained to be available for occupancy by individuals or families who are income-eligible in accordance with the provisions of Section 5.1. Participant shall be responsible for interviewing and selecting occupants for the Rental Units and, shall file with the Agency the Tenant Eligibility Certification (Exhibit "F") commencing on the July I following the initial occupancy of any of the Rental Units and on each July I annually thereafter during the term of the Agreement. 5.3 The Participant may charge rent for the occupancy of each Rental Unit which is defined to be an affordable housing cost in accordance with the Initial Rent Schedule for the Rental Units (Exhibit "E") and incorporated herein by this reference. During the term of this Agreement, the Initial Rent Schedule may be amended from time-to-time upon the written 7 P:\Clcrical Services Dcpl\Margarel Parker\AgcndalAgmus-Amc:nd\03-01-06 NHS HOME Loan Acq Agn:ement.doc request of the Participant, and approved by the Agency Executive Director, to conform to rent schedules that are prescribed and currently in effect under the HOME Program guidelines and provided by HUD annually. For any household, which at the time of an Annual Recertification of Tenant Eligibility (Exhibit "F"), may no longer be an "eligible" household under Section 5.I(ii), Participant may increase the rent payable by such a household to the then applicable fair market rent for the Rental Unit occupied by such household; provided, however, that upon the termination of occupancy of such Rental Unit by the non-eligible household, such Rental Unit shall be reserved for use and occupancy by an eligible household under Section 5.I(i) or (ii), as applicable. Section 6. Management of Rental Housing Units (a) Participant hereby agrees to manage the Rental Units and be responsible for collecting all rents due and payable in connection with the occupancy of the Rental Units and. upon the collection of such rents, pay for all customary and reasonable costs and expenses incurred in connection with the operation and property management of the Rental Units and the Property. Any remaining revenues shall be placed in a reserve account ("Reserve Fund") for the benefit of the Rental Units. (b) Participant shall establish and maintain the Reserve Fund for the Property of not less than five percent (5%) of the total rent collected from the Rental Units, if possible. The Reserve Fund shall be used by the Participant to pay for the costs of capital replacements or improvement to the Property, and for such extraordinary costs and expenses for the operation and maintenance of the Property, as may be approved in writing by the Agency. Such Reserve Fund shall be specifically identified in the books and financial accounting records of Participant as funds held in trust by Participant for the Property. Participant shall provide the Agency with 8 P:IClerical Services Dcpt\Margan:t ParkcrlAgcndalAgmlls-Amend\OJ-OI-06 NHS HOME Loan Acq Agreernent.doc suitably detailed accounting records relating to the balance and use of the monies deposited into the Reserve Fund annually. Section 7. Affordable Rental Units and Affordabilitv Period The Property and Rental Units will, for a period of fifteen (15) years, be reserved for households who meet the income requirements in accordance with 24 CFR Part 92.252, commencing upon the recordation of the HOME Program Regulatory Agreement and continuing until the expiration of the affordability period, without regard to the term of the HOME Loan or to transfer of ownership (hereinafter referred to as the "Affordability Period"). A breach of the Affordability Requirements (as set forth in Section 7.1) shall be deemed an event of default under the Loan. Section 8. Uniform Administrative Requirements As a non-profit organization and a recipient of HOME Program funds, Participant certifies and warrants that it meets the requirements of OMB Circular No. A-122 and the following requirements of OMB circular No. A-I 10: Attachment B; Attachment F; Attachment H, Paragraph 2; and Attachment O. The Agency shall monitor the activities of Participant in order to ensure the continued compliance with these provisions and any other provisions applicable under the HOME Program. Section 9. Proiect Requirements The parties hereby agree as follows: 9.1 Maximum Per-Unit Subsidv Amount. The amount of HOME Program funds that Participant may invest on a per-unit basis in affordable housing does not exceed limits established by HUD for this type of project. 9 P;\Clcrical Services lkpl\Margarct Parkcr\Agendal.Agrnus-Amend\03-01.()6 NHS HOME Loan Acq Agreement.doc 9.2 PropertY Standards. The Project upon completion shall, at a minimum, meet Federal (Housing Authority) Section 8 Housing Quality Standards ("HQS") and local housing codes and ordinances for the term of Affordability Period and the property maintenance provisions of the HOME Regulatory Agreement for Property. Participant hereby agrees that the Agency or its designee shall be permitted regular access to the Property in order to physically inspect the Rental Units and ensure compliance with the terms of this Agreement. Such inspections shall occur at least annually, but not more frequently than once every calendar quarter. 9.3 [RESERVED-NO TEXTl 9.4 Recertification of Occupancv and Rent Requirements. Participant shall re- examine the income of each tenant household occupying the Rental Units at least annually and shall provide documentation to the Agency to ensure continued compliance with the provisions of the HOME Program Regulatory Agreement. The monthly rent for a particular Rental Unit may be recalculated by Participant based upon increases (or decreases) in the household income of the household since the time ofthe previous Recertification of Tenant Eligibility Report to the Agency. Any increase in rent for a Rental Unit shall be subject to the provisions of outstanding leases. Participant may increase rent for each Rental Unit not more frequently than once per year and the Participant shall provide tenants of those Rental Units where an increase of rent is proposed not less than thirty (30) days prior written notice before implementing an increase in rent. 9.5 Increases in Tenant Income. The Rental Units shall qualify as affordable housing units despite a temporary household income noncompliance by tenant occupants if the noncompliance IS caused by Illcreases III the Illcomes of existing tenants of Rental Units 10 P:\Ckric~1 Service. Dcpl\Margarel Parkcr\Agcnda\AgrttllS-Amcnd\OJ-OI-06 NHS HOME Loan Acq Agrecmcnt.doc following initial occupancy of a Rental Unit by such tenant and if actions satisfactory to HUD and the Agency are being taken by Participant to ensure that all vacancies of Rental Units occupancy after the time that non-compliance may occur under this Section 9.5 are rented to new households in accordance with Section 6.1(i) until the noncompliance is corrected. Tenants who no longer qualify as low-income households under Section 6.1 shall pay fair market rent for the Rental Units, which such tenant occupies as provided in Section 6.3. 9.6 Tenant Protection. (i) Lease. For the Rental Units, the lease between each tenant and Participant must be for not less than one year, unless by mutual agreement between the tenant and Participant, with the prior written approval of the Agency. The lease shall provide that the maximum occupancy of the Rental Units shall be two persons for each bedroom plus one additional person for each unit. (ii) Prohibited Lease Terms. The lease may not contain any of the following proVISIOns: (a) an agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of Participant in a lawsuit brought in connection with the lease. (b) an agreement by the tenant that Participant may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the Rental Unit after the tenant has moved out of the Rental Unit. Participant may dispose of this personal property in accordance with State of California law. 11 P:\Clerical Services Dept\Margarcl ParkerlAgendalAgrmts-Amcnd\03.Q].{J6 NHS HOME Loan Acq Agreement.doc ( c) an agreement by the tenant not to hold Participant or Participant's agency legally responsible for any action or failure to act, whether intentional or negligent. (d) an agreement of the tenant that Participant may institute a lawsuit without notice to the tenant. ( e) an agreement of the tenant that Participant may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. (f) an agreement by the tenant to waive any right to a trial by jury. (g) an agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease. (h) an agreement by the tenant to pay attorneys' fees or other legal costs, even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 9.7 Termination of Tenancv. Participant may not terminate the tenancy or refuse to renew the lease of a tenant for any Rental Unit except for serious or repeated violation of the terms and conditions of the lease, for violation of applicable federal, state, or local law, or for other good cause. Any termination or refusal to renew must be preceded by not less than 30 days by Participant's service upon the tenant of a written notice specifying the grounds of the action. Section 10. Other Requirements 10.1 Maintenance and Replacement. Participant must maintain the Property in compliance with all applicable housing quality standards and local code requirements, including, but not limited, to the San Bernardino Municipal Code. 12 P:\Clerical Services Dcpt\Margarct Parkcr\Agenda\Agmlls-Amend\OJ-OI-06 NHS HOME Loan Al.:q Agrecment.doc 10.2 Tenant Selection. Participant must adopt written tenant selection policies and criteria for the Rental Units that: (i) are consistent with the purpose of providing housing for very low-income and low-income families; (ii) are reasonably related to HOME Program eligibility and the applicants' ability to perform the obligations of the lease; (iii) give reasonable consideration to the housing needs of families that would have a federal preference under section 960.211 of Title II of the Cranston-Gonzalez National Affordable Housing Act of 1992; and (iv) provide for the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable, and the prompt written notification, to any rejected applicant setting forth the grounds for any rejection. (v) provide that a preference be given to residents or occupants of the City of San Bernardino with respect to the occupancy of the Rental Units. 10.4 Compliance. Participant must carry out each activity in compliance with all Federal laws and regulations described in 24 CFR Part 92 and outlined hereinafter, except that Participant does not assume the Agency's responsibilities for environmental review in 24 CFR Part 92.352 or the intergovernmental review process in 24 CFR Part 92.359. These Federal laws and regulations must be complied with as follows: (i) Equal Opportunity. No person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with HOME funds. In addition, HOME funds must be made available in accordance with all laws and regulations listed in 24 CFR Part 92.350(a). 13 P;\Clerical Services Depl\Margarel ParkerlAgenda\Agrmt!>-AmendIOJ-Ol..06 NHS HOME Loan Acq Agrecmcnl.doc (ii) Fair Housing. In accordance with the certification made with its housing strategy, each participating jurisdiction receiving HOME Program funds, must affirmatively further fair housing. Actions described in Section 570.904( c) of Title II of the Cranston- Gonzalez National Affordable Housing Act will satisfy this requirement. (iii) Displacement. Relocation and Acquisition. Consistent with the other goals and objectives of 24 CFR Part 92, and if applicable, Participant must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project, if applicable. To the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit upon Project completion. Participant agrees to minimize displacement in accordance with 24 CFR Part 92.353. Participant agrees and is obligated under the HOME regulation to insure that tenants displaced are afforded due process and relocation benefits. (iv) Labor. If applicable, any contract executed by Participant for the rehabilitation or construction of affordable HOME housing with 12 or more rental units using HOME Program funds must contain a provision requiring that not less than the wages prevailing in the locality, as predetermined by the Secretary of Labor pursuant to the Davis-Bacon Act (40 U.S.C. 2761-5), will be paid to all laborers and mechanics employed in the development of affordable housing units involved, and such contacts must also be subject to overtime provisions, as applicable, of the Contract Work Hours and Safety Standards Act (40 U.S.c. 327-332). The Agency will require certification as to compliance with the provisions of24 CFR Part 92.354. (v) Lead-based Paint. It is understood that the rehabilitation or improvement of the Rental Units is subject to 24 CFR Part 35. 14 P:\Clcrical Services Depl\Margarcl ParkerlAgenda\Agrmls-Amcnd\03-01-06 NHS HOME Loan Acq Agreemenl.doc (vi) Conflict of Interest. Participant shall comply with all requirements set forth regarding conflict of interest provisions as they apply in 24 CFR Part 92.356. (vii) Debarment and Suspension. As required in 24 CFR Part 92.357, Participant will comply with all debarment and suspension certifications. (viii) Flood Insurance. Under the Flood Disaster Protection Act of 1973, HOME Program funds may not be used with respect to the acquisition or rehabilitation of a project located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, unless: (A) the community in which the area is situated is participating in the National Flood Insurance Program, or less than a year has passed since FEMA notification regarding such hazards; and (B) flood insurance is obtained as a condition of approval of the commitment; and (C) the Agency is responsible for assuring that flood insurance under the National Flood Insurance Program is obtained and maintained. Section I I. Requests for Disbursements of Funds from the Rehabilitation Fund I I.I Participant, in its sole discretion, shall be responsible for the selection of the contractors to undertake and cause any work to the Rental Units or the Property. I 1.2 Participant may not request disbursement of Rehabilitation Funds until funds are needed for payment of eligible, and pre-approved by the Agency, costs. The amount of each request must be limited to the amount requested through approved invoicing reflecting completed work. Section 12. Records and Reports 12.1 The Agency will require that Participant maintain and supply the Agency, upon written request, the following records and reports for the Affordability Period in order to assist the Agency in meeting its record keeping and reporting requirements: 15 P:\Clcrical Ser\'ice, DcPI\Margarcl Parker\Agcnda\Agrmts-AmcndIOJ.OI..()6 NHS HOME Loan Acq AgreemellLdoc (i) Rehabilitation Work conducted on the Property and all corresponding invoices and documentation; (ii) property management and maintenance costs, and Reserve Fund and related records; (iii) files on the annual review and certification of all applicable tenant income; (iv) terms and conditions of all signed leasehold agreements between tenants and Participant; and (v) any legal reports and records required by City Attorney's Office or the Agency, as requested. 12.2 Agency, will review the Property annually for the period of affordability for: (i) recertification of tenant income; (ii) review of rent and utility allowances; (iii) on-site inspections for compliance with Section 8 Housing Quality Standards; and (iv) review of Participant compliance with this Agreement. Section 13. Indemnification The Participant shall indemnify and hold harmless the Agency and the City and the officials, officers, attorneys, employees and agents of the City and the Agency from and against any and all claims or liability arising from Participant's actions under this Agreement or from the conduct of Participant's business or from any activity, work or things done, permitted or suffered by Participant and shall further indemnify and hold harmless the Agency and City and their officials, officers, attorneys, employees and agents from and against any and all claims arising from any breach or default in the performance of any obligation of Participant under the terms of this Agreement arising from any negligent or wrongful act or omission of the Participant or Participant's agents, contractors, employees or invitees and from and against all costs, attorneys' 16 P:\Clcrical Services Dcpl\Margarel Parkcr\Agcllda\Agrmls-Amcnd\OJ-Ol-06 NHS HOME Loan Acq Agrcement.doc fees, expenses and liability incurred in the defense of any such claim or any action or proceeding brought thereon. Participant's agreement to indemnifY and hold the Agency and City harmless shall extend to any claims or liabilities, including but not limited to claims pertaining to environmental conditions, alleged construction defects, or other matters, that may arise as a result ofthe Participant's acquisition, ownership, management and operation of the Property. For the purposes hereof, "attorneys' fees" means and includes the salaries and benefits of lawyers employed by the Office of the City Attorney of the City of San Bernardino who provide legal services to the Agency in connection with any such enforcement proceedings. Section 14 Breach and Termination (a) Termination Without Default or Breach Prior to Transfer of Title in the Property to the Participant. This Agreement may be terminated for the convenience of either party who is not then in default upon twenty (20) days notice to the other party at any time prior to the date on which the Participant acquires title to the Property. (b) Defaults and Breach - General. Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, 17 P:\Clcrical Services Dcpl\Margaret Parkcr\Agcnda\Agrmls-Arnend\OJ.O\-()6 NHS HOME Loan Acq Agreement.doc the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In the event that a default of either party may remain uncured for more than thirty (30) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to terminate this Agreement and seek any appropriate remedy or damages by initiating legal proceedings, if necessary. (c) In the event that either party brings an action to enforce any condition or covenant, representation or warranty arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other party reasonable attorneys' fees to be fixed by the court in which a judgment is entered, as well as the costs of such suit. For the purposes of this Section 14(c), the words "reasonable attorneys' fees" in the case of the Agency include the salaries, costs and overhead of lawyer's employed in the Office of the City Attorney of the City of San Bernardino. 18 P:\Clcrical Services Dept\Margarct Parker\Agenda\Agnnts-Amend\OJ.(lI..()6 NHS HOME Loan Acq Agreemenl.doc Section 15. Enforcement of this Agreement 15.1 The Agency shall have the right, by prior written notice to Participant, to enforce all of the provisions of this Agreement. Should any such violation be brought to the attention of the Agency regarding the Property, the Agency shall have the right, by prior written notice to Participant, to suspend or terminate this Agreement and may avail itself of all remedies under this Agreement, the Promissory Note, the Deed of Trust and the HOME Regulatory Agreement. 15.2 The Agency at its discretion may terminate this Agreement, in whole or in part, by giving Participant written notice in accordance with 24 CFR Part 85.44. Section 16. Monitoring The Agency is responsible for managing the day-to-day operations of its HOME Program including monitoring the performance of all entities receiving HOME funds from the Agency to ensure compliance with the requirements of 24 CFR Part 92, and for taking appropriate action when performance problems arise. 19 P:\Clerical Services Depl\Margare\ Parker\Agcnda\Agrmls-Amend\OJ-OI-06 NHS HOME wan Acq Agrecmenl.doc IN WITNESS HEREOF, the Agency and Participant have executed this Agreement as of the date first hereinabove set forth. AGENCY Redevelopment Agency of the City of San Bernardino Date By: Executive Director PARTICIPANT Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation Date By: Title: By: Title: Approved as to Form and Legal Content 20 P:\Clerical Servil:es Depl\Margarct Parker\Agenda\Agrmts-Amcnd\03"()1-06 NHS HOME Loan Acq Agreemc:n1.doc EXHIBIT "A" Legal Description of the Property PARCELl 688, 690, 692, 694, 696 & 698 West 6th Street APN 0134-021-27000 East 50 feet of the South Yz of Lot 4, in Block 43, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per Plat recorded in Book 7, page I of Maps, Records of said County. PARCEL II APN 0134-021-260000 That portion of Lot 4, Block 43 as per plat recorded in Book 7 of Maps, page I, records of the County of San Bernardino, State of California, beginning at the Southwest Corner of said Lot 4; thence East 100 feet more or less to a point 50 feet west of the Southeast corner of said lot; thence North 70 feet more or less to a point 230 feet South of the North line of said Lot 4; thence West 100 feet more or less to the West line of said Lot 4; thence South 70 feet more or less to the point of beginning. Also commonly know as 688 through 698 west 6th Street, San Bernardino, CA 92410. P:\Clcrical Services Dcpl\Margarcl Parker\Agcnda\Agnnts-Amcnd\03-01-Q6 NHS HOME Loan Acq Agrecmenl.doc EXHIBIT "B" HOME Regulatory Agreement P:\Clcrical Services Dcpl\Margarel ParkcrlAgcndalAgrffils-Amcnd\03-01 -06 NHS HOME Loan Acq Agreemcnl.doc RECORDING REQUESTED BY And when Recorded mail to: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director Recordation of this Instrument is Exempt from all Fees and Taxes NEIGHBORHOOD HOUSING SERVICES OF THE INLAND EMPIRE, INC. (NHS) HOME REGULATORY AGREEMENT, PROPERTY USE AND COVENANT THIS REGULATORY AGREEMENT ("AGREEMENT") is entered into this 6th day of January, 2003, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body (hereinafter known as "Agency"), and Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation (hereinafter known as "Participant"). RECITALS WHEREAS, Participant owns that certain real property located within the City and described as: 688, 690, 692, 694, 696 and 698 West 6th Street (APN 0134-021-270000, Parcell) and APN 0134-021-260000, Parcel 2, a legal description of which is attached as Exhibit "A" hereto (the "Property"); and WHEREAS, Participant desires to manage six (6) rental units (herein "Affordable Units") on the Property for occupancy at HOME Affordable Rents to HOME Qualified Low-Income Households. Participant intends to acquire and rehabilitate the Affordable Units utilizing a loan from the Agency from an allocation of Agency HOME funds in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "Loan") for the Property; and WHEREAS, the Agency has agreed to extend the Agency Loan to the Participant pursuant to the terms and conditions of that certain HOME Loan Agreement by and between the Participant and the Agency (the "HOME Loan Agreement"); and WHEREAS, the Agency has agreed to make the Agency Loan to the Participant on the condition that the Property be maintained and operated in accordance with the HOME regulations and restrictions concerning affordability, operation, and maintenance of the Property, as specified in this Agreement; and WHEREAS, the purpose of this Agreement is to ensure that Affordable Units which are developed pursuant to the requirements hereunder shall be available to HOME eligible P:\Clcrieal Services Dcpl\Margarcl Parker\Agcllda\AgrTnls-Amend\OJ-Ol-G6 NHS Regulatory Agreement,doc I Households with income at or below 80% of the area median and for the term of not less than fifteen (15) years and that rental units are to be maintained as Affordable Units in accordance with the provisions of this Regulatory Agreement. I. DEFINITIONS. A. "Affordable Rent" shall mean the maximum rent allowed as established by the Department of Housing and Urban Development HOME Program. B. "Affordable Units" shall mean the units on the Property required to be available to, occupied by, or held vacant for occupancy only to HOME Eligible Households and rented at an Affordable Rent, as set forth in this Agreement. C. "Agreement" shall mean this Regulatory Agreement. D. "Agency" shall mean the Redevelopment Agency, City of San Bernardino, a public body, corporate and politic. E. "Agency Loan" shall mean the loan from HOME funds allocated to the Participant, which loan is the subject of the Loan Agreement. F. "HOME Assisted Units" shall mean the units designated as acquired and rehabilitated with HOME loan proceeds rented to households with income at or below 80% of area median income. G. "HOME Program" shall mean the HOME Investment Partnership Act, 42 U.S.C. Section 12701, et seq. as it now exists and, subject to the provisions of Section 2.2 herein, as may hereafter be amended. H. "HOME Regulations" shall mean the implementing regulations of the HOME Program set forth at 24 CFR 92 as it now exists and, subject to the provisions of Section 2.2 herein, as may hereafter be amended. I. "Loan Agreement" shall mean the Home Investment Partnership Agreement entered into by and between the Participant and the Agency. J. "Participant" shall mean the Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation. K. "Parties" shall mean the Agency and the Participant. L. "Project" shall mean the acquisition and rehabilitation of units located on the Property, described in Exhibit "A" attached hereto and by this reference incorporated herein. Other HOME eligible improvements at the Property site as defined herein which have received prior written approval by the Agency Executive Director his/her designee in accordance with the provisions set forth herein and in this Agreement. P:\Clcrical Services Dcpl\Margarel Parkcr\Agcnda\Agrtnts-Amcnd\03-01-06 NHS Regulatory Agn:cment.doc 2 M. "Property" shall mean the real property located in San Bernardino, California, as more particularly described in the attached Exhibit "A" and incorporated herein by reference, together with the buildings, fixtures and other improvements located thereon. N. "HOME Eligible Households" shall mean those households identified by the United States Department of Housing and Urban Development with income at or below 80% of the area median income. O. "Term" shall mean the period commencing on the date of recordation of this Agreement and ending on the date which is fifteen (15) years following the date of execution of this Agreement. II. LAND USE REGULA TrONS A. Permitted Uses. The Property shall be used only for private multi-family rental dwelling purposes and related amenity uses, but for no other purposes. Throughout the Term, the Participant covenants and agrees to make available, restrict occupancy to, and rent each of the dwelling units on the Property as Affordable Units at an Affordable Rent as set forth in Section B. herein below. None of the dwelling units on the Property shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. The Participant shall not convert the Property to condominium ownership which approval the Agency may grant, withhold or deny in its sole and absolute discretion. B. Affordable Units. The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that throughout the Term, the Participant, such successors and assigns, shall use, maintain and operate the Property as specified in this Agreement. During the fifteen (15) year term, all uses undertaken by the Participant pursuant to this Agreement shall conform to the HOME Regulations and HOME Program and to all applicable provisions of San Bernardino Municipal Code. In the event the Participant desires to change the affordable housing, maintenance or operation requirements for the Property from the specific requirements set forth in this Agreement in order to comply with a subsequently enacted amendment to the HOME Program or the HOME Regulations, Participant shall notifY Agency in writing of such proposed change to implementing such change. . In the event the Agency disapproves of such change and the Participant's interpretation of the amendment related thereto, Agency shall notifY the Participant of its disapproval in writing and the parties shall seek clarification from the appropriate HUD Field Office. Only if HUD concurs with Participant's interpretation of the HOME Program and HOME Regulations shall Participant be permitted to implement the proposed change. 1. Throughout the fifteen (15) year Term, the Participant shall devote not less than six (6) units located on the Property as Affordable Units which shall be rented and occupied by or, if vacant available for rental and occupancy by, HOME Eligible Households. 2. Prior to leasing an Affordable Unit, Participant shall verifY the income eligibility of the tenant applicant by obtaining verification of all household sources of income in order to P:\Clcrical Services Dcpt\Margarct Parker\Agcnda\Agrmls-Amend\03-01-06 NHS Regulalory Agreemenl.doc 3 assure compliance with the rent and occupancy restrictions and monitoring requirements of this Agreement. The Participant shall, upon request by the Agency, complete such income verification on Agency-approved forms provided by the Agency. 3. None of the dwelling units on the Property shall at any time be utilized on a transient basis nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. The Participant shall not convert the Property to condominium ownership during the Term without the prior written approval of the Agency, which approval the Agency may grant, withhold or deny in its sole and absolute discretion. C. Determination of Affordable Rent. All Affordable Units shall be rented at Affordable Rent in accordance with this Section C. and as required by the applicable sections of the HOME Regulations. I. Increases in Tenant Income. The units shall qualify as affordable housing as required despite a temporary non-compliance with Section III. A., of this part, if the non- compliance is caused by increases in the incomes of existing tenants and if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section until the non-compliance is corrected. Tenants who no longer qualify as low-income families must pay fair market rent. 2. Adiustment of Affordable Rent. HUD may adjust the Affordable Rent established for the Property under paragraph (1) of this section, only if HUD finds that an adjustment is necessary to support the continued financial viability of the Property and only by an amount that HUD determines is necessary to maintain financial viability of the Property. 3. Market Rent. Where the income of a tenant household may increase after its initial occupancy to a level at which such tenant no longer qualifies as "low-income", Participant may thereafter increase the rent payable by such tenant to a fair market rent for the size of the Affordable Unit which such tenant occupies; provided however, that at such time as such tenant may no longer lawfully occupy the Affordable Unit the rent payable for such Affordable Unit shall be reset to an Affordable Rent for the HOME Eligible Household who next occupies that Affordable Unit. D. Tenant Protections. 1. Rental Agreement/Lease. The Participant shall execute or cause to be executed a written rental agreement/lease in a form with each tenant household identifying by name all permitted occupants, both adults and minors, occupying each Affordable Unit. The rental agreement/lease between tenants occupying the Affordable Units and Participant must be for not less than one year, unless by mutual agreement between the tenant and the Participant. 2. Prohibited Rental Agreement/Lease Terms. The rental agreement/lease mav not contain any of the following provisions: P:\Clerk,a1 Services Dcpl\Margarcl Parker\Agclldll\Agrmls-Amend\03-01-06 NHS Regulatory Agn:cmcnt.doc 4 a. Agreement to be sued. Agreement by the tenant to be sued, to admit guilty, or to a judgment in favor of the Participant in a lawsuit brought in connection with the lease; b. Treatment of property. Agreement by tenant that the Participant may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the unit after the tenant has moved out of the unit. The Participant may dispose of this personal property in accordance with state law; c. Excusing Participant from responsibility. Agreement by the tenant not to hold Participant or Participant's agents legally responsible for any action or failure to act, whether intentional or negligent; d. Waiver of notice. Agreement of the tenant that the Participant may institute a lawsuit without notice to the tenant; e. Waiver of legal proceedings. Agreement by the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; f. Waiver of a iurv trial. Agreement by the tenant to waive any right to a trial by JUry; g. Waiver of right to appeal court decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and h. Tenant chargeable with cost of legal actions regardless of outcome. Agreement by the tenant to pay attorneys' fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 3. Termination of Tenancy. The Participant may not terminate the tenancy or refuse to renew the lease of a tenant of the Property except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; or for other good cause. Any termination, except for termination for non-payment of rent, or refusal to renew must be preceded by not less than 30 days by the Participant's service upon the tenant of a written notice specifying the grounds for the action. P:\Clcrical Services Dcpl\Margarcl Parkcr\Agcnt!a\Agrmts-AmeIlli\03.01.06 NHS Regulatory Agreement,doc 5 4. Tenant Selection. Participant shall not refuse to rent a unit in the Property to a holder of a Rental Voucher or a Rental Certificate or comparable document evidencing participation in the Section 8 Program or other tenant-based assistance program. Participant must adopt written tenant selection policies that: a. Are consistent with the purpose of providing housing for HOME Eligible Households; b. Are reasonably related to HOME Program eligibility and the applicants' ability to perform the obligations ofthe lease; c. Give reasonable consideration to the housing needs of families that would have a federal preference under Section 960.2 I I of Title II of the Cranston-Gonzalez National Affordable Housing Act of 1992; and d. Provide for: I) The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and 2) The prompt written notification to any rejected applicant of the grounds for any rejection. 5. Tenant Certification. Participant shall require every tenant of the Property to certify that he or she will not participate in illegal or gang related activities. E. Compliance with Use and Occupancv Laws. Participant agrees that for each lease, the Participant shall comply with all applicable state and local laws, statutes, ordinances, rules and regulations, which in any way restrict the use and occupancy and resale of the Property. F. Nondiscrimination. All Units shall be available for occupancy on a continual basis to members of the general public who are income eligible in accordance with Article II. hereof. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any unit nor shall the Participant establish or permit any such practice or practices of discrimination or segregation with reference to the election, location, subtenants, or vendees of any unit or in connection with the employment of persons for the operation and management of the Property. All deeds, rental agreements, leases or contracts made or entered into by the Participant as to the Affordable Units or the Property or portion thereof, shall contain covenants concerning discrimination as prescribed by the Loan Agreement. Nothing in this Section II. F., is intended to require the Participant change the character, design, use or operation of the Property form, or to require the Participant to obtain licenses or permits other than those required for, a rental housing development for persons capable of independent living. P:\Clcrical Services DcPl\Margaret Parker\Agenda\Agrmts-Amend\03.0i.06 NHS Regulatory Agrcemcnt.doc 6 Ill. OPERATION AND MANAGEMENT OF THE PROPERTY A. Compliance with Loan Agreement. The Participant shall comply with all the terms and provisions ofthe Loan Agreement between the parties. B. Taxes and Assessments. The Participant shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that the Participant shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Participant exercises its right to contest any tax, assessment, or charge against it, Participant, on final determination of the proceeding or contest, shall immediately payor discharge any decision or judgment rendered against it, together with all costs, charges and interest. C. Operation and Management. Participant shall manage the maintenance and operation of the Property, or shall contract with a property management company of well established character and reputation reasonably acceptable to the Agency for the maintenance and operation of the Property, and such approval by the Agency shall not be umeasonably withheld, conditional or delayed. In the event the Participant desires to designate a replacement property manager, Participant shall also give written notice thereof to the Agency and such approval by the Agency shall not be unreasonably withheld, conditioned or denied. The Participant shall remain liable for the management, maintenance and operation of the Property in accordance with the requirements herein. D. Management Plan and Security. Participant shall prepare and submit a Management Plan for the Property which will address issues of tenant responsibilities, owner responsibilities, property maintenance and security concerns therein. Such Management Plan shall be submitted, filed and approved with the Agency. If more information is required, then Participant agrees to provide such information. Participant agrees to submit a Status Report to the Agency on the first day of each quarter of each year for the term of this Regulatory Agreement. Such Status Report shall be completed in the form satisfactory to the Agency. E. Record Keeping. Throughout the fifteen (15) years of the Term, Participant shall comply with all applicable record keeping and monitoring requirements set forth in Section 92.508 of the HOME Regulations and as they may be amended and shall annually complete and submit to Agency a Certification of Continuing Program compliance in the form provided to Participant by Agency. Participant shall keep all records and documents pertaining to the Property for five (5) years after the expiration of the Regulatory Agreement. Representatives of the Agency shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Property with respect to the Affordable Units, and to conduct an independent audit of such records. The Participant agrees to cooperate with the Agency in making the Property available ?:\Clcrical Services Dcpt\Margarcl ?arkcrlAgcndalAgrmts-Amend\03.01-06 NHS Regulatory Agreemenl.doc 7 for such inspection. If for any reason the Agency is unable to obtain the Participant's consent to such an inspection, the Participant understands and agrees that the Agency may obtain at Participant's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. Participant agrees to maintain records in a business- like manner and make such records available to the Agency upon twenty-four (24) hours notice. Unless the Agency otherwise approves, such records shall be maintained throughout the Term. IV. OBLIGA nON TO MAINT AIN, REPAIR AND REBUILD A. Maintenance bv Participant. The Participant shall, at its sole cost and expense, maintain and repair the Property keeping the same in good condition and making all repairs as they may be required by this Agreement and by all applicable Municipal Code and Uniform Code provisions. B. Maintenance and Replacement. The Participant shall, maintain the Property in good repair and working order, and in a safe, decent and sanitary condition, including the walkways, driveways and landscaping, and from time to time make all necessary and proper repairs, renewals and replacements in order to keep the Property in a safe, decent and sanitary condition. Participant shall manage and maintain the Property in accordance with all applicable housing quality standards and local code requirements, concerning marketing, operation, maintenance, repair, security, rental policy and method of selection of tenants. C. Rental Housing Program. Participant shall participate and be certified in the City of San Bernardino Crime Free Rental Housing Program, and Participant shall provide the Agency upon its request, suitable evidence that the Participant, and its management and operations employees or agents responsible for the Property, have participated and are certified in such program. D. Interior Maintenance. Participant shall maintain the interior of buildings, including carpet, drapes and paint, in clean and habitable condition. E. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. All graffiti and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed within seventy-two (72) hours of their creation or within seventy-two (72) hours after notice to Participant. F. Landscaping. All front set back areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by the Agency and shall be maintained in good condition in accordance with the minimum standards established from time to time by the Agency. G. Damage and Destruction Affecting Lots- Participant's Duty to Rebuild. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Participant to rebuild, repair or construct said portion of P:\Clcrical Services Dcpl\Margarel Parker\Agenda\Agrmts-Amcnd\03-01-06 NHS Regulatory Agreement.docs 8 the Property and/or the improvements in a timely manner which will restore it to San Bernardino Municipal or Building Code compliance condition as approved by the Agency. In furtherance of the requirements ofthis Section IV. B., Participant shall keep the improvements on the Property insured by carriers at all times satisfactory to Agency against loss by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage of the improvements. In the event of loss, Participant shall give prompt notice to the insurance carrier and the Agency. H. Time Limitation. Upon damage to the Property or the improvements thereon, the Participant shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after the damage occurs, or if appropriate to demolish and vacate the Property within two (2) months, unless prevented by causes beyond its reasonable control. 1. Commercial Liability Insurance and Damage and Destruction Affecting Propertv- Participant's Duty to Rebuild. Participant shall obtain and keep in full force and effect during the Term a policy of commercial liability insurance which names the Agency, its officials, officers, attorneys, agents and employees, as additional insured, covering personal injury and damage to property by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage of the improvements arising out of the Participants operation of the Property under this Agreement with minimum limits of liability for personal injury of $1,000,000 for each occurrence and $2,000,000 aggregate and such insurance policy shall be issued by a California admitted insurance company who bears an insurance rating of not less than "A(iv)" in Best's Insurance Guide, current edition. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Participant to rebuild, repair or construct said portion of the Property and/or the improvements in a timely manner which will restore it to San Bernardino Municipal or Uniform Building Code compliance condition as approved by the Agency. Participant shall provide the Agency with evidence of such coverage of insurance annually in form reasonably satisfactory to the Agency. V. MISCELLANEOUS PROPERTY REQUIREMENTS A. Equal Opportunity. As set forth in section 92.350 of the HOME Regulations, no person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with HOME funds. B. Affirmative Marketing. As required by Section 92.351 of the HOME Regulations, Participant must adopt affirmative marketing procedures and requirements. These must include: I. Methods for informing the public; 2. Requirements and practices that Participant must adhere to in order to carry out the City of San Bernardino's affirmative marketing procedures and requirements; P:\Clcrical Services Dcpl\Margarcl Parkcr\Agenda\Agrmts-Amend\03-Q1-06 NHS Regulatory Agrecmenl.doc 9 3. Procedures used by Participant to inform and solicit applications from persons in the housing market area who are not likely to apply without special outreach; 4. Records that will be kept for a period of five (5) years after the expiration of the affordability period describing actions taken by Participant to affirmatively market units and records to assess the results of these actions; and 5. A description of how the Participant will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. C. Displacement. Relocation and Acquisition. The Participant must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result ofthis Property assisted with HOME funds. D. Lead-Based Paint. It is understood that the Property is subject to 24 CFR, Part 35. This requirement shall be met as required by that section and any cost of rehabilitation on the Property shall be disclosed to the Agency as such should testing and abatement be undertaken. E. Conflict of Interest. Participant will hereby comply with all requirements set forth regarding conflict of interest provisions as they apply in Section 92.356 of the HOME Regulations. F. Debarment and Suspension. As required in Section 92.357 of the HOME Regulations, Participant will comply with all debarment and suspension certifications. G. Flood Insurance. Under the Flood Disaster Protection Act of 1973, HOME funds may not be used with respect to the acquisition or rehabilitation of a property located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, unless: 1. The community in which the area is situated is participating in the National Flood Insurance Program, or less than a year has passed since FEMA notification regarding such hazards; and 2. Flood insurance is obtained as a condition of approval of the commitment. VII. ENFORCEMENT AND REMEDIES A. Remedies. In the event of default or breach of any of the terms or conditions of this Agreement by Participant, its heirs, executors, administrators or assigns, Agency may pursue the remedy thereof by any and all means of enforcement, both in equity and at law, as provided by the laws of the State of California, including, but not limited to, injunctive relief and/or specific performance. P:\Clerical Services De:pI\MlIrJIlCCl Parker\Agenda\Agrmts-Amc:nd\OJ-OI'()6 NHS Regulatory Agrcemenl.doc 10 B. Rights of the Agency. The Agency has the right to enforce all of the provisions of this Agreement. This Agreement does not in any way infringe on the right or duties of the Agency to enforce any of the provisions of the Municipal Code including, but not limited to, the abatement of dangerous buildings. In addition to the general rights of enforcement, the Agency shall have the right, through its agents and employees, to enter upon any part of the Property for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of the City, and for maintenance and/or repair of any or all publicly owned utilities. C. Nuisance. The result of every act or omission whereby any of the covenants contained in this Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every result and may be exercised by any owner or its successors in interest, without derogation of the Agency's rights under law. D. Right of Entry. The Agency has the right of entry at reasonable hours and upon and after reasonable attempts to contact Participant or Operator, to effect emergency repairs or maintenance which the Participant or Owner has failed to perform. Subsequent to sixty (60) days written notice to the Participant or owner specifically outlining the non-compliance the Agency shall have the right of entry at reasonable hours to enforce compliance with this Agreement which the Participant or Operator has failed to perform. E. Costs of Repair. The costs borne by the Agency of any such repairs or maintenance emergency and/or non-emergency, shall become a charge for which Participant shall be responsible; and may, if unpaid, be assessed as a lien against the Property. F. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. G. Failure to Enforce. The failure to enforce any of the covenants contained in this Agreement shall not constitute a waiver of the right to enforce the same thereafter. Vrn. HOLD HARMLESS Participant agrees to defend (if requested by Agency) and to hold Agency, and its officials, officers, attorneys, agents, employees, representatives, elected and appointed boards and officials harmless from liability for damage or claims for any type of damage including, but not limited to, personal injury and claims for property damage, which may arise from the activities of Participant or those of Participant's contractors, subcontractors, agents, employees or other persons acting on Participant's behalf and which relate to the Property. Participant agrees to and shall defend Agency, and its officers, agents, employees, representatives, elected and appointed boards and officials from any action for damages caused or alleged to have been caused by reason of Participant's activities in connection with the Property. P:\Clcnca! Services Dept\Margarct Parker\Agcnda\Agrmts-Arnend\03-01.06 NHS Regulatory Aj:reemenLdoc II IX. ASSIGNMENT OF AGREEMENT This Agreement shall be binding upon Participant, its executors, administrators and assigns and all persons claiming under or through Participant. Wherever this Agreement employs the term "Participant", it shall be deemed to include Participant, its executors, administrators and assigns and all persons claiming under or through Participant. Participant shall not voluntarily assign any of its rights or obligations under this Agreement without the prior written consent of the Agency and any purported assignment made without said consent shall be null and void for all purposes. X. RECORDATION Participant agrees that this Agreement and any amendment or cancellation hereof shall be recorded in the official records of San Bernardino County by Participant within ten (10) days after the effective date of this Agreement and within ten (10) days after any amendment or cancellation hereof. Participant agrees to provide Agency with two copies of the recorded Agreement within five (5) days ofthe recording date. XI. NOTICE Written notice, demands and communications between Agency and Participant shall be deemed sufficient if dispatched by first class mail, postage prepaid, to the principal offices of the Agency and Participant, the addresses of which are hereinafter set forth. Such written notices, demands and communications may be sent in the manner prescribed to each other's addresses as either party may, from time to time, designate by mail, or the same may be deliver in person to representatives of either party upon such premises. Said addresses are as follows: If to Agency: Redevelopment Agency 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director If to Participant: Executive Director Neighborhood Housing Services 1390 North "D" Street San Bernardino, California 92405 Notices herein shall be deemed given as of the date of personal service or three (3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service. P:IClcrical Services Depl\Margaret Parker\Agenda\Agrmls-Amend\03-01-06 NHS Regulatory Agn:ement.doc 12 XII. WAIVER Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by other party or the failure by the party to exercise its rights under or upon a default by the other party herein shall not constitute a waiver or such party's right to demand strict compliance from such other party in the future. Xm. SEVERABILITY If anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provisions shall be deemed severable from the remaining provisions contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein. XIV. CAPTION AND PRONOUNS The captions and headings of the various sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable. XV. ATTORNEYS' FEES In any action to interpret or enforce any provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys' fees. For the purposes hereof, "reasonable attorneys' fees" means and includes the salaries and benefits of lawyers employed by the Office of City Attorney of the City of San Bernardino who provide legal services to the Agency in connection with any such enforcement proceedings. XVI. MODIFICATION OF AGREEMENT This Agreement may be modified or amended by mutual consent of all of the parties, provided that all amendments are in writing. XVII. SOLE AND ONLY AGREEMENT This Agreement, including the documents referenced herein, contains the sole and entire agreement and understanding of the parties with respect to the subject matter hereof. No representations, oral or otherwise, express or implied, other than those contained herein, have been made by the parties. P:\Clcrical Services Dcpt\Margaret ParkeMgenda\Agrmls-Amcnd\03.01-06 NHS Regulatory Agreemenl.doc 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. PARTICIPANT Neighborhood Housing Services Ofthe Inland Empire, Inc. a California non-profit Corporation AGENCY Redevelopment Agency of the City of San Bernardino By: Title: By: Executive Director By: Title: APPRO ED AS TO FORM: P:\Clerical Services Depl\Margarel ParkcrlAgcndalAgnms-Amcnd\03-01-06 NHS Regulatory AgreemcnLdoc ]4 EXHIBIT "A" Legal Description of the Parcels PARCELl 688,690,692,694,696 & 698 West 6th Street APN 0134-021-27000 East 50 feet of the South Y, of Lot 4, in Block 43, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per Plat recorded in Book 7, page I of Maps, Records of said County. PARCEL II APN 0134-021-260000 That portion of Lot 4, Block 43 as per plat recorded in Book 7 of Maps, page I, records of the County of San Bernardino, State of California, beginning at the Southwest Corner of said Lot 4; thence East 100 feet more or less to a point 50 feet west of the Southeast corner of said lot; thence North 70 feet more or less to a point 230 feet South of the North line of said Lot 4; thence West 100 feet more or less to the West line of said Lot 4; thence South 70 feet more or less to the point of beginning. Also commonly know as 688 through 698 West 6th Street, San Bernardino, CA 92410. P:\Clcrical Services Dcpl\Margarct ParkeMgenda\Agnnts-Amend\OJ.OI-06 NHS Regulatory Agreemenl.doc 15 EXHIBIT "e" Form of Promissory Note P:\Clcrical Services Dcpl\Margarcl Parker\Agenda\Agrmts-Amend\03-01.06 NHS HOME Loan Acq Agrccmcnl.doc Neighborhood Housing Services of the Inland Empire, Inc. (NHS) 1390 North "D" Street San Bernardino, California 92405 2002 HOME LOAN PROMISSORY NOTE PAYABLE TO A PUBLIC AGENCY Borrower: Lender: Neighborhood Housing Services ofthe Inland Empire, Inc. (NHS) Redevelopment Agency of the City of San Bernardino 20 I North "E" Street, Suite 30 I San Bernardino, California 9240 I Principal Amount: $375,000 for Note secured by Parcel Nos. I & 2 under Deed of Trust dated January 6, 2003 Date of Promissory Note: January 6,2003 [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl Interest Rate: 3%, Deferred Monthly Payments Maturity Date of Promissory Note: January 6,2005 [TO BE CONFIRMED BY AGENCY AT TIME OF INITIAL ADV ANCEl PROMISE TO PAY. Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation, (hereafter the "Borrower") promises to pay to the Redevelopment Agency of the City of San Bernardino (the "Agency"), or order, in lawful money of the United States of America, the principal amount of Three Hundred and Seventy-Five Thousand Dollars ($375,000), or so much as may be outstanding under this Promissory Note. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to the Agency under the terms 2002 HOME Loan Agreement dated as of January 6,2003, (the "HOME Loan Agreement") by and among the Borrower and the Agency. A copy of the HOME Loan Agreement is on file with the Agency Secretary as a public record of the Agency. PAYMENT. The outstanding principal balance and accrued deferred monthly interest of this Promissory Note shall be payable on the third (3'd) anniversary following the date of this Promissory Note (the "Maturity Date"), subject to the provisions of the next paragraph. INTEREST. Provided that no default has occurred, 3% interest shall be payable to the Agency on this Promissory Note. In the event that a default has occurred and has not been cured and in addition to any other remedy which the Agency may seek, then a default rate of interest shall occur on the then outstanding prepaid balance ofthis Promissory Note at a rate per annum often P:\CI<.:rical Services DcpIIMUgan:\ Parkc:r\AgendalCDC 02-03\03-01-06 NHS Promissory Nolc.doc percent (10%) payable to the Agency, commencing on the date of such default until such default is cured and the default interest amount is paid to the Agency. PREP A YMENT. Borrower may pay without penalty all or prorated portion of the amount owed under this Promissory Note earlier than it is due. SPEClAL EVENT OF ACCELERATION. The outstanding principal balance of this Promissory Note, is subject to acceleration prior to the Maturity Date upon the occurrence of any of the following each of which is referred to as a "special event of acceleration:" (a) the Borrower sells or transfers its interest to any person other than a permitted Successor- In-Interest as set forth in the HOME Loan Agreement; (b) the Borrower ceases to utilize and maintain the property for its original intent (rental purpose). DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower breaks any promise Borrower made to the Agency in the HOME Loan Agreement, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Promissory Note or any agreement related to this Promissory Note; (b) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Promissory Note or the ability of Borrower to perform its other obligations under this Promissory Note or the Deed of Trust; (c) Any representation or statement made or furnished to the Agency by Borrower or on Borrower's behalf under the HOME Loan Agreement is false or misleading in any material respect either now or at the time made or furnished; (d) Any creditor tries to take any of Borrower's property on or in which the Agency has a lien or security interest; ( e) A material adverse charge occurs in Borrower's financial condition, or the Agency believes the prospect of performance of the Borrower's obligations under the HOME Loan Agreement is impaired. If any default (other than a default described in (a) or (d), above) is curable, and if Borrower has not been given a notice of a default of the same provision of this Promissory Note within the preceding twelve (12) months, such a default may be cured (and in such event no default will be deemed to have occurred) if Borrower, after receiving written notice from the Agency demanding cure of such default: P:\Clcrical Services Dcpl\Margarct Parker\Agcnda\CDC 02.03\03.{)].(}6 NHS Promissory Note,doc 2 (i) cures the default within ten (10) days; or (ii) if the cure requires more than ten (10) days, immediately initiates steps which the Agency deems in its sole discretion to be sufficient to cure the default, and thereafter Borrower continues to be in default, the Agency may accelerate the balance due under this Promissory Note. Upon default, the Agency may pursue all remedies available at law and under the Regulatory Agreement to enforce its rights hereunder. ASSIGNMENT AND ASSUMPTION OF THIS PROMISSORY NOTE BY A PERMITTED SUCCESSOR-IN-INTEREST APPROVED BY THE HOLDER. The Borrower may assign its obligation to pay the Agency the principal of this Promissory Note to a permitted Successor-In- Interest approved in writing by the Agency, and such approval shall not be unreasonably withheld. The words "Successor-In-Interest" mean a successor at any time prior to the Maturity Date by purchase, assignment, transfer or otherwise. The Successor-In-Interest shall be a successor that satisfies the requirements ofthe HOME Loan Agreement and the Agency Deed of Trust. RIGHTS OF THE HOLDER. Upon default the Agency may exercise any of its rights provided under the HOME Loan Agreement, as this term is defined herein including without limitation, the declaration by the Holder that the entire unpaid principal balance on this Promissory Note is immediately due, without notice, and then Borrower will pay that amount. The Agency may hire or pay someone else to help collect this Promissory Note if the Borrower does not pay. The Borrower also will pay the Holder that amount. This includes, subject to any limits under applicable law, the Agency's reasonable attorneys' fees and the legal expenses of the Holder whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The Borrower also will pay any court costs, in addition to all other sums provided by law. This Promissory Note has been delivered to the Holder and accepted by the Holder in the State of California. If there is a lawsuit arising under this Promissory Note, the Superior Court of San Bernardino County, the State of California, shall have jurisdiction of such lawsuit. This Promissory Note shall be governed by and construed in accordance with the laws of the State of California. COLLATERAL. The Maker acknowledges this Promissory Note is secured by a First Deed of Trust and assignment of rents of even date herewith. Such Agency Deed of Trust affects the property as generally described as 688, 690, 692, 694, 696 and 698 West 6th Street APN 0134- 021-27000, Parcel I, and APN 0134-021-260000, Parcel 2, San Bernardino, California. The Agency Deed of Trust contains the following due on sale/due on special event of acceleration provIsion: "THE AGENCY MA Y, AT ITS OPTION, DECLARE IMMEDIA TEL Y DUE AND PAYABLE ALL SUMS SECURED BY THE DEED OF TRUST UPON THE OCCURRENCE OF A SPECIAL EVENT OF ACCELERATION, AS THIS TERM IS DEFINED BELOW. P:\Clerical SCl"\'ices Dept\Margaret ParkerlAgendalCDC 02-03\03-01-06 NHS Promissory NOlc.doc 3 A "special event of acceleration" shall occur when there is a sale, transfer, refinancing except as provided in General Provisions, below, or conveyance of any right, title or interest in the Property to any person other than a permitted Successor-In-Interest, who has been approved in writing by the Lender as set forth above in the section entitled "Permitted Successor-In-Interest," whether such sale, refinancing or transfer is legal, beneficial, or equitable, whether voluntary or involuntary, whether by sale, deed, installment sale contract, land contract, lease option contract, or by sale, assignment, or transfer of any beneficial interest in the Property to any land trust." GENERAL PROVISIONS. The Holder may delay or forego enforcing any of its rights or remedies under this Promissory Note without losing them. The Maker and any other person who signs, guarantees or endorses the Promissory Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise expressly stated in writing, no party who signs this Promissory Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that the Holder may renew or extend (repeatedly and for any length of time) this Promissory Note, or release any party, or guarantor or collateral; or impair, fail to realize upon or perfect its security interest in the collateral; and take any other action deemed necessary by the Holder in its sole discretion without the consent of or notice to anyone. All such parties also agree that the Holder may modify this Promissory Note and/or the HOME Loan Agreement in writing without the consent of or notice to anyone other than the party with whom the modification is made. The Holder may assign its interest in this Promissory Note and the Deed of Trust to a third party at any time. The Borrower acknowledges this Promissory Note is secured by a First Deed of Trust of even date herewith. The Deed of Trust affects certain real property described in the HOME Loan Agreement. PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS. BORROWER AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF. BORROWER Neighborhood Housing Services of the Inland Empire, Inc., a California Non-Profit Corporation By: Title: By: Title: P:\Clerical Services Dcpl\Margarel Parli.cr\Agcnda\CDC 02-03\03-01-06 NHS Promissory Nole.doc 4 EXHIBIT "D" Form of Deed of Trust P:\Clcrical Services Dcpl\Margarcl Parkcr\Agcnda\Agmlls-Amcnd\OJ-OI.06 NHS HOME Loan Acq Agrccmc:nLdoc RECORDATION REQUESTED BY: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino 201 North ~Eff Street, Suite 301 San Bernardino, California 92401-1507 Attn: Executive Director Space Above This Line is For Recorder's Use Only DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING Neighborhood Housing Services of the Inland Empire, Inc. THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (the ~Deed of Trust") is dated January 6, 2003, among Neighborhood Housing Services of the Inland Empire, Inc., a non-profit corporation (the ~Trustorff), whose address is 1390 North ~Dff Street, San Bernardino, California 92405; the Redevelopment Agency of the City of San Bernardino, a body corporate and politic, whose address is 201 North ~Eff Street, Third Floor, San Bernardino, California 92401-1507 (the "Lender" or the "Beneficiary"); and First American Title Insurance Company (the "Trustee") . 1.0 CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to that certain real property described 688, 690, 692, 694, 696 and 698 West 4th Street (APN 0134-021-27000, Parcell) and APN 0134-021-26000, Parcel 2, in Exhibit ~Aff attached hereto and incorporated herein by this reference (the ~Propertyff), together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances and all other rights, royalties, and profits relating to the real property, including and without limitation all minerals, oil, gas, geothermal and similar matters located in San Bernardino County, State of California (the "Mortgaged Property"). 1 P;\Clcrical Services Dcpt\Margaret Parkcr\AgendalCDC 02.Q}\OJ..QI..06 NHS Deed oCTrust.doc Trustor presently assigns to the Lender all of Trustor's right, title and interest in and to all present and future leases of the Mortgaged Property and all Rents from the Mortgaged Property. In addition, Trustor grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property as set forth herein. 2.0 DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America: Beneficiary. The word "Beneficiary" means the Redevelopment Agency of the City of San Bernardino, a body corporate and politic, its successors and assigns. Deed of Trust. The words "Deed of TrustU mean this Deed of Trust and Assignment of Leases and Rents and Fixture Filing among Trustor, Lender, and Trustee, and includes without limi tat ion all assignment and security interest provisions relating to the Personal Property and Rents. Improvements. The word "Improvements" means and includes all existing improvements on the Property and all improvements to be constructed on the Property. Indebtedness. The word "Indebtedness" means all principal and, if applicable, interest payable under the Promissory Note and any amounts expended or advanced by Lender to discharge obligations of Trustor or expenses incurred by Trustee or Lender to enforce obligations of Trustor under the Promissory Note and this Deed of Trust, together with interest on such amounts. This Deed of Trust secures, in addition to the amounts specified in the Promissory Note, any future advances, together with all interest thereon, that may be made by the Lender pursuant to the Loan Agreement and/or the Related Documents so long as Trustor complies with all the terms and conditions of the Promissory Note, Loan Agreement and/or the Related Documents. Lender. The word "Lender" means Agency of the City of San Bernardino, assigns. the Redevelopment its successors and 2 P:\ClcricaJ Services Depl\Margarel parker\AgendalCDC 02.{))I03.QI-06 NHS Dei:d ofTrusl.doc Loan Agreement. The words "Loan Agreement" mean that certain 2002 HOME Loan Agreement, dated as of January 6, 2003, by and between the Trustor and the Lender which provides for the loan to the Trustor which is secured by this Deed of Trust. Mortgaged Property. The refer to the Property, Rents, together with: words "Mortgaged Property mean and Improvements, Personal Property and all right, title, and interest (including any claim or demand or demand in law or equity) that Trustor now has or may later acquire in or to such Mortgaged Property; all easements, rights, privileges, tenements, hereditaments, and appurtenances belonging or in any way appertaining to the Mortgaged Property; all of the estate, right, title, interest, claim, demand, reversion, or remainder of Trustor in or to the Mortgaged Property, either at law or in equity, in possession or expectancy, now or later acquired; all exterior landscaping on the Mortgaged Property; all development rights or credits and air rights; all water and water rights (whether or not appurtenant to the Mortgaged Property) and shares of stock pertaining to such water or water rights, ownership of which affects the Mortgaged Property; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon the Mortgaged Property and all royalties and profits from any such rights or shares of stock; all right, title, and interest of Trustor in and to any streets, ways, alleys, strips, or gores of land adjoining the Property or any part of it that Trustor now owns or at any time later acquires and all adjacent lands within enclosures or occupied by buildings partly situated on the Mortgaged Property; all intangible Mortgage Property and rights relating to the Mortgaged Property or its operation or used in connection with it, including, without limitation, permits, licenses, plans, specifications, construction contracts, subcontracts, bids, deposits for utility services, installations, refunds due Trustor, trade names, trademarks, and service marks; all of the right, title, and interest of Trustor in and to the land lying in the bed of any street, road, highway, or avenue in front of or adjoining the Property; 3 P:\Clencal Services DcptWargarel ParkerlAgenda\CDC 02-03\03-0]-06 NHS Deed ofTrusl.doc any and all awards previously made or later to be made by any governmental authority to the present and all subsequent owners of the Mortgaged Property that may be made with respect to the Mortgaged Property as a result of the exercise of the right of eminent domain, the alteration of the grade of any street, or any other injury to or decrease of value of the Mortgaged Property, which award or awards are assigned to the Lender, and which the Lender, at its option, is authorized, directed, and empowered to collect and receive the proceeds of any such award or awards from the authorities making them and to give proper receipts and acquittances for them, and to apply them as provided in this Deed of Trust; all leases of the Mortgaged Property or any part of it now or later entered into and all right, title, and interest of the Trustor under such leases, including cash or securities deposited by the tenants to secure performance of their obligations under such leases (whether such cash or securities are to be held until the expiration of the terms of such leases or applied to one or more of the installments of rent coming due immediately before the expiration of such terms), all rights to al insurance proceeds and unearned insurance premiums arising from or relating to the Mortgaged Property, all other rights and easements of the Trustor now or later existing pertaining to the use and enjoyment of the Mortgaged Property, and all right, title, and interest of the Trustor in and to all declarations of covenants, conditions, and restrictions as may affect or otherwise relate to the Mortgaged Property; any and all proceeds of any insurance policies covering the Mortgaged Property, whether or not such insurance policies were required by the Lender as a condition of making the loan secured by this Deed of Trust or are required to be maintained by the Trustor as provided below in this Deed of Trust; which proceeds are assigned to the Lender, and which the Lender, at its option, is authorized, directed, and empowered to collect and receive the proceeds of such insurance policies from the insurers issuing the same and to give proper receipts and acquittances for such policies, and to apply the same as provided below; all plans and specifications for the Improvements; all contracts and subcontracts relating to the Improvements; all deposits (including tenants' security deposits; 4 P:\Clcrical Services Dcpl\Margllfcl Parkcr\Agenda\CDC 02-03\03-0 1-06 NHS Deed ofTrust,doc provided, however, that if the Lender acquires possession or control of tenants' security deposits the Lender shall use the tenants' security deposits only for such purposes as governmental requirements permit), funds, accounts, contract rights, instruments, documents, general intangibles, and notes or chattel paper arising from or in connection with the Property or other Mortgaged Property; all permits, licenses, certificates, and other rights and privileges obtained in connection with the Property or other Mortgaged Property; all soils reports, engineering reports, land planning maps, drawings, construction contracts, notes, drafts, documents, engineering and architectural drawings, letters of credit, bonds, surety bonds, any other intangible rights relating to the Property and Improvements, surveys, and other reports, exhibits, or plans used or to be used in connection with the construction, planning, operation, or maintenance of the Property and Improvements and all amendments and modifications; all proceeds arising from or by virtue of the sale, lease, grant of option, or other disposition of all or any part of the Property, Personal Property, or other Mortgaged Property (consent to same is not granted or implied); and all proceeds (including premium refunds) payable or to be payable under each insurance policy relating to the Property, the Personal Property, or other Mortgaged Property; all tax refunds, bills, notes, inventories, accounts and charges receivable, credits, claims, securities, and documents of all kinds, and all instruments, contract rights, general intangibles, bonds and deposits, and all proceeds and products of the Trustor in the Mortgaged Property; all accounts, contract rights, chattel paper, documents, instruments, books, records, claims against third parties, money, securities, drafts, notes, proceeds, and other items relating to the Mortgaged Property; all proceeds of any of the foregoing. As used in this Deed of Trust, ~Mortgaged Property" is expressly defined as meaning allor, when the context permits or requires, any portion of it and allor, when the context permits or requires, any interest in it. 5 P:\Clcrical Services Dcpl\Margarel ParkerlAgellda\CDC 02-03\03-01.06 NHS Deed ofTrusl.doc Personal Property. The words "Personal Property" mean all of the right, title and interest of Trustor now or hereafter existing in and to the following now or hereafter located in, upon, within or about, or used in connection with or generated by the construction, use, operation or occupancy of the Property and any business or activity conducted thereon or therein, together with all accessories, additions, accessions, renewals, replacements and substitutions thereto or therefore and the proceeds and products thereof: (a) all materials, supplies, furniture, floor coverings window coverings, furnishings, appliances, office supplies, equipment, construction materials, vehicles, machinery, computer hardware and software, maintenance equipment, window washing equipment, repair equipment and other equipment, tools, telephone and other communications equipment, food service preparation equipment and utensils, chinaware, glassware, silverware and hollowware, food and beverage service equipment, food items and food stuffs; (b) all books, ledgers, records accounting records, files, tax records and returns, policy manuals, papers, correspondence, and electronically recorded data; (c) all "General IntangiblesU (as defined in the California Uniform Commercial Code), instruments, money, "AccountsU (as defined in the California Uniform Commercial Code), accounts receivable, notes, certificates of deposit, chattel paper, letters of credit, chooses in action, good will, rights to pay of money, rents, rental fees, equipment fees and other amounts relating to the development or use of the Property or payable by persons who utilize the Property or any of the Improvements or paid by persons in order to obtain the right to use the Property and any of the Improvements, whether or not so used; trademarks, service marks, trade dress, trade names, licenses, sales contracts, deposits, plans and specifications, drawings, working drawings, studies, maps, surveys; soils, environmental engineering or other reports, architectural and engineering contracts, construction contracts, construction management contracts, surety bonds, feasibility and market studies, management and operating agreements, service agreement~ and contracts, landscape maintenance agreements, security service and other services agreements and vendors agreements; (d) all compensation, awards and other payments cf relief (and claims therefore) made for a taking by eminent domain, or by any event in lieu thereof (including, without limitation, property and rights and interests in property received in lieu of any such taking), of all or any part of such Personal Property, together with interest thereon, and any and all proceeds (or claims for proceeds) of casualty, liability or other insurance pertaining to such Personal Property, together with interest thereon; (e) any and all claims or demands against any person with respect to damage or diminution in value to such Personal 6 P:\Clcrical Services Dcpl\Margarel ParkcrlAgenda\COC 02-03\03-0].06 NUS Deed ofTrusl.doe Property or damage or diminution in value to any business or other activity conducted on Property; (f) any and all security deposits, deposits of security or advance payments made to others to Trustor with respect to: (i) insurance policies relating to the Property; (ii) prepayments and/or periodic deposits or improvements for property taxes or assessments of any kind or nature affecting the Property; (iii) utility services for the Property and/or the Improvements; (iv) maintenance, repair or similar services for the Property or any other services or goods to be used by any business or other activity conducted on the Property; (g) any and all authorizations, consents, licenses, permits and approvals of and from all persons required from time to time in connection with the construction, use, occupancy or operation of the Property, the improvements, or any business or activity conducted thereon or therein or in connection with the operation, occupancy or use thereof; (h) all warranties, guaranties, utility or street improvement bonds, construction completion and payment surety bonds, utility contracts, telephone exchange numbers, yellow page or other directory advertising and the like; (i) all goods, contract rights, and inventory; (j) all leases and use agreements of machinery, equipment and other personal property; (k) all insurance policies covering all or any portion of the Property; (1) all reserves and funds held in escrow by the Lender or other persons for the Lender's benefit under the Loan Agreement and all funds deposited with the Lender pursuant to the Loan Agreement, all accounts into which such funds are deposited and all accounts, contract rights and general intangibles or other rights relating thereto; (m) all names by which the Property is now or hereafter known; (n) all interests in the securi ty deposits of tenants; (0) all management agreements, blueprints, plans, maps, documents, books and records relating to the Property; (p) the proceeds from sale, assignment, conveyance or transfer of all or , any portion of the Property or any interest therein, or from the sale of any goods, inventory or services from upon or within the Property and/or the Improvements; ) (q) all documents of membership in an owner or members association or similar group having responsibility for managing or operating any part of the Property; (r) all other property (other than "Fixtures," as defined in the Uniform Commercial Code) of any kind or character as defined in or subject to the provisions of the California Uniform Commercial Code, Secured Transactions, as amended and; (s) all proceeds of the conversions, voluntarily or involuntarily, of any of the foregoing into cash or liquidated claims. 7 P:IClcrical Services Dept\Mllrgaret ParkerlAgcnda\CDC 02.03\03-01.06 NHS Deed ofTrusLdoc Promissory Note. The words "Promissory Note" mean the Promissory Note of even date herewith, in the principal amount of Three Hundred and Seventy-five Thousand Dollars ($375,000) delivered by the Trustor to the Redevelopment Agency of the City of San Bernardino, as Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for the Promissory Note. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, by and between the Trustor and the Lender whether now or hereafter existing, evidencing or securing the Indebtedness. Rents. The word "Rents" means all present and future revenues, income, issues, royalties, profits, and benefits derived from the Property. rents, other Trustee. The word "Trustee" means First American Title Insurance Company, and any substitute or successor trustees. Trustor. The word "Trustor" means the Trustor named above and its successors and assigns. 3.0 THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF LEASES AND RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THE PROMISSORY NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THE PROMISSORY NOTE AND THIS DEED OF TRUST ARE GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: 3.1 PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Promissory Note, this Deed of Trust, the Loan Agreement and the Related Documents. 3.2 POSSESSION AND MAINTENANCE that Trustor's possession Mortgaged Property shall provisions: OF THE PROPERTY. Trustor agrees and use of the Property and the be governed by the following Possession and Use. Until the occurrence of an Event of Default, Trustor may (a) remain in possession and control of the Mortgaged Property and collect Rents as they become due 8 P:\Clcrical SClVices Dcpl\Margarel Parker\Agenda\CDC 02-OJ\03.QI-06 NHS Deed ofTru~t.doc and (b) use, develop, operate or manage the Property for the purposes authorized in the Loan Agreement. Duty to Maintain and Preserve. Trustor shall: (a) maintain the Property and the Mortgaged Property in good condition and repair; (b) shall construct and improve the Property in accordance with the Loan Agreement; (c) restore and repair the Improvements or any part of the Mortgaged Property that may be damaged or destroyed, including but not limited to construction defects, soil subsidiances and environmental damages whether or not insurance proceeds are available to cover any part of such cost of restoration or repair (regardless of whether the proceeds of insurance may be available to the Trustor under this Deed of Trust); (d) pay when due all claims for labor performed and materials furnished in connection with the Improvements and not permit any mechanics' liens or materials suppliers' liens to arise against the Property; (e) not permit any waste on the Property, or commit, suffer or permit any nuisance to occur on the Property; (f) not abandon the Mortgaged Property; (g) notify the Beneficiary in writing of any condition at or on the Property that may have a material affect on the market value of the Mortgaged Property; and (h) maintain the Property and the Improvements and generally operate it in a manner to realize it maximum rental potential. Hazardous Substances. (a) The terms "hazardous wastes", "hazardous substance", "disposal," "release", and "threatened release", as used in this Deed of Trust, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S. C. Section 9601, et ~. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act. 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et ~., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. (b) [OMITTED - - NO TEXT] (c) Trustor represents and warrants that neither the Trustor nor any tenant of Trustor occupying and improving any portion of the Mortgaged Property or any contractor, agent or other authorized user of any such tenant shall use, generate, manufacture, store, treat, dispose of, or release any 9 P:\Clcrical Services Depl\Margarel ParkerlAgcnda\CDC 02-03\03-0[.06 NHS Deed ofTrusl.doc hazardous waste or substance on, under, about or from any of the Mortgaged Property, except in compliance with all applicable law relating to the transportation, storage, disposal or lawful use of any hazardous waste or substance. Trustor shall comply and cause each of its tenants and all contractors, agents or other authorized users of the Mortgaged Property to comply with all applicable laws relating to any hazardous wastes or substances, including without limitation, obtaining and filing all applicable notices, licenses, permits and similar authorizations. Trustor shall establish and maintain a hazardous wastes and substances management and operations policy for the Mortgaged Property in order to assure and monitor continued compliance by the Trustor and each of its tenants and all contractors, agents, or other authorized users of the Property with all laws relating to hazardous wastes or substances. (d) Trustor authorizes Lender and its agents to enter upon the Mortgaged Property upon reasonable notice to make such inspections and tests as Lender may deem appropriate to determine compliance by the Trustor with this paragraph of Section 3.2 if Lender reasonably believes a violation of law has occurred. Any inspections or tests made by Lender shall be at Trustor's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. Trustor hereby agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from breach of this paragraph of Section 3.2. The provisions of this paragraph of Section 3.2 of the Deed of Trust, including the obligation to indemnify the Lender, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisi tion of any interest in the Property, whether by foreclosure or otherwise. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Mortgaged Property. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's reasonable opinion, Lender's interests in the Mortgaged Property are not jeopardized. Lender may require 10 P:\Clerical Services Dcpl\MargarCI Parkcr\AgendalCDC 02.tB\03.01-06 NHS Deed ofTrusl.doc Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon nor leave unattended the Mortgaged Property. Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Mortgaged Property are reasonably necessary to protect and preserve the Mortgaged Property. 3.3 DUE ON SALE. Lender may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without the Lender's prior written approval, of all or any part of the Mortgaged Property, or any interest in the Mortgaged Property. A "sale or transfer" means the conveyance of the Mortgaged Property or any right, title or interest therein; whether legal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than one (1) year, lease-option contract, or by sale, assignment or transfer of any beneficial interest in or to any land trust holding title to the Mortgaged Property or by any other method of conveyance of the property interest. This option shall be exercised by the Lender in accordance with the provisions of Section 5.1 hereof; provided however, this option shall not be exercised if such remedy is prohibited by applicable law. 3.4 TAXES AND LIENS. taxes and liens on Deed of Trust: The following provisions relating to the the Mortgaged Property are part of this Payment. Trustor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Mortgaged Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Mortgaged Property. Trustor shall maintain the Mortgaged Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of property taxes and assessments not due. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Mortgaged Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within sixty (60) days after the lien arises or, if a lien is filed, 11 P:\Clcrical Services Dcpl\Margarel Parkcr\Agenda\CDC 02-03\03'()].06 NHS Deed ofTrusl.doc within sixty (60) days after Trustor has notices of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a resu~t of a foreclosure or sale under the lien; provided, however, that Trustor shall not be required to payor make provisions for the payment of any tax, assessment, lien or charge so long as the Trustor in good faith shall contest the validity or amount thereof and so long as such delay in payment does not subject the Property to forfeiture or sale. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. 3.5 CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: Proceedings. If any proceeding in condemnation is filed affecting any portion of the Mortgaged Property, Trustor shall promptly notify the Beneficiary in writing, and Trustor shall promptly take such steps as may be necessary to defend the action and obtain the award. Trustor may be the nominal party in such proceeding, but the Beneficiary shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to the Beneficiary such instruments as may be requested by it from time to time to permit such participation. . 3.6 CASUALTY INSURANCE. The Trustor shall at all times keep the Mortgaged Property insured for the benefit of the Trustee and the Beneficiary as additional insured as follows: Against damage or loss by fire and such other hazards (including lightning, windstorm, hail, explosion, riot, acts of striking employees, civil commotion, vandalism, malicious mischief, aircraft, vehicle, and smoke) as are covered by the broadest form of extended coverage endorsement available from time to time, including course of construction and builders risk endorsements in an amount not less than the full 12 P:\Clcrical Services Dcpt\Margarct ParkeMgenda\CDC 02.03\03-01-06 NHS Deed oCTrust.doc insurable value of the Mortgaged Property, with a deductible amount not to exceed Ten Thousand Dollars ($10,000); provided however, that prior to the recordation of the "Construction Loan" as this term is defined in the Loan Agreement, such insured amount shall be not less than $1,000,000, and upon the recordation of such Construction Loan the full insurable value shall be not less than the principal amount of such Construction Loan, plus the principal amount of the Indebtedness; Against damage or loss from (a) sprinkler system leakage and (b) boilers, boiler tanks, heating and air conditioning equipment, pressure vessels, auxiliary piping, and similar apparatus, on such basis and in such amounts as the Beneficiary may require; Liability Insurance. Trustor shall procure and maintain workers' compensation insurance for employees and comprehensive general liability insurance covering Trustor, Trustee, and the Beneficiary against claims for bodily injury or death or for damage occurring in, on, about, or resulting from the Mortgaged Property, or any street, drive, sidewalk, curb, or passageway adjacent to it, in standard form and with such insurance company or companies and in an amount of at least One Million Dollars ($1,000,000) combined single limit, or such greater amount as the buyer may require, which insurance shall include completed operations, product liabili ty, and blanket contractual liability coverage that insures contractual liability under the indemnifications set forth in this Deed of Trust (but such insurance coverage or its amount shall in no way limit such indemnification) . Other Insurance. The Trustor shall procure and maintain such other insurance or such additional amounts of insurance, covering the Trustor or the Mortgaged Property, as (a) may be required by the terms of any construction contract for the improvements or by any governmental authority, or (b) may be reasonably required by the Beneficiary from time to time. Form of Policies. All insurance required under this paragraph shall be paid for and nonassessable. The policies shall contain such provisions, endorsements, and expiration dates as the Beneficiary from time to time reasonably requests and shall be in such form and amounts, and be issued by such insurance companies admitted as surety companies and doing business in the State of California, as the Beneficiary shall approve in the Beneficiary's sole and absolute discretion. Unless otherwise expressly approved in writing by the Beneficiary, each insurer shall have a Best Rating of not less 13 P:\Clcrical Services Depl\Margaret Parl<cr\Agenda\CDC 02..03\03-01-06 NHS Deed oCTrnst.doc than ~A (vii)", or better. All policies shall (a) contain a waiver of subrogation endorsement; (b) provide that the policy will not lapse or be canceled, amended, or materially altered (including by reduction in the scope or limits of coverage) without at least thirty (30) days prior written notice to the Beneficiary; (c) with the exception of the comprehensive general liability policy, contain a mortgagee's endorsement (438 BFU Endorsement or equivalent), and name the Beneficiary and trustee as insureds; and (d) include such deductibles as the Beneficiary may approve. If a policy required under this paragraph contains a co-insurance or overage clause, the policy shall include a stipulated value or agreed amount endorsement acceptable to the Beneficiary. Duplicate Originals or Certificates. Duplicate original policies evidencing the insurance required under this paragraph and any additional insurance that may be purchased on the Mortgaged Property by or on behalf of Trustor shall be deposited with and held by the Beneficiary (a) receipts evidencing payment of all premiums on the policies and (b) duplicate original renewal policies or a binder with evidence satisfactory to the Beneficiary of payment of all premiums at least thirty (30) days before the policy expires. In lieu of the duplicate original policies to be delivered to the Beneficiary under this paragraph, Trustor may also deliver original certificates from the issuing insurance company, evidencing that such policies are in full force and effect and containing information that, in the reasonable judgment of the Beneficiary, is sufficient to allow Lender to ascertain whether such policies comply with the requirements of this Paragraph. No Separate Insurance. The Trustor shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this paragraph unless endorsed in favor of Trustee and the Beneficiary as required by this paragraph and otherwise approved by the Beneficiary in all respects. Transfer of Title. In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Mortgaged Property in extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of the Trustor in and to all insurance policies required under this paragraph or otherwise then in force with respect to the Mortgaged Property and all proceeds payable under, and unearned premiums on, such policies shall immediately vest in the purchaser or other transferee of the Mortgaged Property. 14 P:\Clerical Services DeptlMargaret Parker\AgendalCDC 02-OJ\O).oI-06 NHS Deed ofTrusl.doc Beneficiary's Right to Obtain. Trustor shall deliver to the Beneficiary original policies or certificates evidencing such insurance at least thirty (30) days before the existing policies expire. If any such policy is not so delivered to the Beneficiary or if any such policy is canceled, whether or not Lender has the policy in its possession, and no reinstatement or replacement policy is received before termination of insurance, the Beneficiary, without notice to or demand on Trustor, may (but is not obligated to) obtain such insurance insuring only the Beneficiary and Trustee with such company as the Beneficiary may deem satisfactory, and pay the premium for such policies, and the amount of any premium so paid shall be charged to and promptly paid by Trustor or, at the Beneficiary's option, may be added to the Indebtedness. The Beneficiary acknowledges that, if the Beneficiary obtains insurance, it is for the sole benefit of the Beneficiary and Trustee, and Trustor shall not rely on any insurance obtained by the Beneficiary to protect Trustor in any way. Duty to Restore After Casualty. If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) results in damage to or loss or destruction of the Mortgaged Property, Trustor shall immediately give notice of such loss or damage to the Beneficiary and, if the Beneficiary so instructs, shall promptly, at the Trustor's sole cost and expense, regardless of whether any insurance proceeds will be sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace, and rebuild the Mortgaged Property as nearly as possible to its value, condition, and character immediately before the damage, loss, or destruction. 3.7 ASSIGNMENT TO THE BENEFICIARY. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of or damage or injury to the Mortgaged Property, or any part of it, or for conveyance in lieu of condemnation, are assigned to and shall be paid to the Beneficiary, regardless of whether the Beneficiary's security is impaired. All causes of action, whether accrued before or after the date of this Deed of Trust, of all types for damages or injury to the Mortgaged Property or any part of it, or in connection with any transaction financed by funds lent to the Trustor by the Beneficiary and secured by this Deed of Trust, or in connection with or affecting the Mortgaged Property or any part of it, including, without limitation, causes of action arising in tort or contract or in equity, are assigned to the Beneficiary as additional security, and the proceeds shall be paid to the Beneficiary. The Beneficiary, at its option, may 15 P:\Clerical S~rviccs Dcpl\Margarel ParkerlAgcnda\CDC 02-OJ\03-0I.o6 NHS Deed ofTrusl.doc appear in and prosecute in its own name any action or proceeding to enforce any such cause of action and may make compromise or settlement of such action. The Trustor shall notify the Beneficiary in writing immediately on obtaining knowledge of any casualty damage to the Mortgaged Property or damage in any other manner in excess of Ten Thousand Dollars ($10,000) or knowledge of the institution of any proceeding relating to the condemnation or other taking of or damage or injury to all or any portion of the Mortgaged Property. The Beneficiary in its sole and absolute discretion, may participate in any such proceedings and may join borrower in adjusting any loss covered by insurance. Trustor covenants and agrees with the Beneficiary, at Beneficiary's request, to make, execute, and deliver, at Trustor's expense, any and all assignments and other instruments sufficient for the purpose of assigning the aforesaid award or awards, causes of action, or claims of damages or proceeds to the Beneficiary free, clear, and discharged of any and all encumbrances of any kind or nature. Compensation and Insurance Payments. All compensation, awards, proceeds, damages, claims, insurance recoveries, rights of action, and payments that Trustor may receive or to which the Beneficiary may become entitled with respect to the Mortgaged Property if any damage or inj ury occurs to the Mortgaged Property, other than by the Beneficiary condemnation or partial taking of the Mortgaged Property, shall be paid over to the Beneficiary and shall be applied first toward reimbursement of all costs and expenses of the Beneficiary in connection with their recovery and disbursement, and shall then be applied as follows: The Beneficiary shall consent to the application of such payments to the restoration of the Mortgaged Property so damages only the Beneficiary has met all the following conditions (a breach of one of which shall constitute a default under this Deed of Trust, the Promissory Note, and any Related Document): (a) Trustor is not in default under any of the terms, covenants, and conditions of the Related Documents; (b) all then-existing leases affected in any way by such damage will continue in full force and effect; (c) the Beneficiary is satisfied that the insurance or award proceeds, plus any sums added by Trustor, shall be sufficient to fully restore and rebuild the Mortgaged Property under then current governmental requirements; (d) within sixty (60) days after the damage tot he Mortgaged Property, Trustor presents to the Beneficiary a restoration plan satisfactory to the Beneficiary and each local agency with jurisdiction, 16 P:\Clcrical Services Dcpl\Margarcl Parkcr\AgclIllll\CDC 02-03\03-0]-06 NHS Deed ofTrusl.doc which includes cost estimates and schedules; (e) construction and completion of restoration and rebuilding of the Mortgaged Property shall be completed in accordance with plans and specifications and drawings submitted to the Beneficiary within thirty (30) days after receipt by the Beneficiary of the restoration plan and thereafter approved the Beneficiary; which plans, specifications, and drawings shall not be substantially modified, changed, or revised without the Beneficiary's prior written consent; (f) within ninety (90) days after such damage, Trustor and a licensed contractor satisfactory to the Beneficiary enter into a fixed price or guaranteed maximum price contract satisfactory to the Beneficiary, providing for complete restoration in accordance with such restoration plan for an amount not to exceed the amount of funds held or to be held by the Beneficiary; (g) all restoration of the Improvements so damaged or destroyed shall be made with reasonable promptness and shall be of a value at least equal to the value of the Improvements so damages or destroyed before such damage or destruction; (h) the Beneficiary reasonably determines that there is an identified source (whether from income from the Mortgaged Property or another source) sufficient to pay all debt service and operating expenses of the Mortgaged Property during its restoration as required above; and (i) any and all funds that are made available for restoration and rebuilding under this subparagraph shall be disbursed at the sole election of the Beneficiary through the Trustee, or a ti tie insurance or trust company satisfactory to the Beneficiary, in accordance with standard construction lending practices and mechanics' lien waivers and title insurance date-downs, and the provision of payment and performance bonds by the Trustor, or in any other manner approved by the Beneficiary in the Beneficiary's sole and absolute discretion; or If fewer than all conditions (a) through (i) in the preceding subparagraph are satisfied, then such payments shall be applied in the sole and absolute discretion of the Beneficiary: to the payment of the Indebtedness secured by this Deed of Trust; or to the reimbursement of Trustor's expenses incurred in the repuilding and restoration of the Mortgaged Property. If the Beneficiary elects to make any funds available to restore the Mortgaged Property, then all of the conditions (a) through (i) in the preceding subparagraph shall apply, except for such conditions that the Beneficiary in its sole and absolute discretion, may waive. 17 P:\Clcrical Service. Dcpt\Margarcl Parkcr\Agenda\CDC 02-03\03.01-06 NHS Deed ofTru~l.doc Material Loss Not Covered. If any material part of the Mortgaged Property is damaged or destroyed and the loss, is not adequately covered by insurance proceeds collected or in the process of collection, the Trustor shall deposit with the Beneficiary, within thirty (30) days after the Beneficiary's request, the amount of the loss not so covered. Total Condemnation Payment. All compensation, awards, proceeds, damages, claims, rights of action, and payments that Borrower may receive or to which the Trustor may become entitled with respect to the Mortgaged Property in the event of a total condemnation or other total taking of the Mortgaged Property by a public agency shall be paid over to the Beneficiary and shall be applied first to the reimbursement of all Beneficiary's costs and expenses in connection with their recovery, and shall then be applied to the payment of the Indebtedness. Any surplus remaining after payment and satisfaction of the Indebtedness shall be paid to the Trustor as its interest may then appear. Partial Condemnation Payments. All compensation, awards, proceeds, damages, claims, insurance recoveries, rights of action, and payments ("funds") that the Trustor may receive or to which the Trustor may become entitled with respect to the Mortgaged Property in the event of a partial condemnation or other partial taking of the Mortgaged Property by a public agency, unless the Trustee and Beneficiary otherwise agree in writing, shall be divided into two portions, one equal to the principal balance of the Promissory Note at the time of receipt of such funds and the other equal to the amount by which such funds exceed the principal balance of the Promissory Note at the time of receipt of such funds. The first such portion shall be applied to the sums secured by this Deed of Trust, whether or not then due, including but not limited to principal, accrued interest, and advances with the balance of the funds paid to the Trustor. No Cure of Waiver of Default. Any application of such amounts or any portion of it to any Indebtedness secured by this Deed of Trust shall not be construed to cure or waive any default or notice of default under this Deed of Trust or invalidate any act done under any such default or notice. 3.8 EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced against the Mortgaged Property that would materially affect Lender's interests in the Property, 18 P:\Clerical Services Dept\Margarct ParkcMgcnda\CDC 02-03\03-01-06 NHS Deed orTrusl.doc Lender on Trustor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in do doing will bear interest at the rate charged under the Promissory Note from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Promissory Note and be apportioned among and be payable with any installment payments to become due during the remaining term of the Promissory Note, or (c) be treated as a balloon payment which will be due and payable at the Promissory Note's maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 3.9 WARRANTY. Trustor warrants that the Mortgaged Property Trustor's use of the Mortgaged Property complies with existing applicable laws, ordinances, and regulations governmental authorities. and all of 3.10 IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien and security interest on the Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (a) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (b) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (c) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Promissory Note; and (d) a 19 P:\Clcrical Services Depl\Margarel ParkerlAgendalCDC 02-03\03-01-06 NHS Deed orTrusl.doc specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. 3.11 SECURITY AGREEMENT; FINANCING STATEMENTS. The provisions relating to this Deed of Trust as agreement are a part of this Deed of Trust: following a security Security Agreement. This instrument shall constitute a securi ty agreement to the extent of any of the Mortgaged Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Securi ty Interest. Upon request by Lender, Trustor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within ten (10) days after receipt of written demand from Lender. Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party), from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code), are as stated on the first page of this Deed of Trust. 3.12 FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, 20 P:\Clcrical Services DeplIMargaret parkcr\AgendalCDC 02-03\03-01.06 NHS Deed ofTrusl.doc securi ty deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Trustor under the Promissory Note, this Deed of Trust, and the Related Documents, and (b) the liens and security interests created by this Deed of Trust as second priority liens on the Mortgaged Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or agreed to the contrary by Lender in writing. Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. 4.0 FULL PERFORMANCE AND RECONVEYANCE. If Trustor pays all the Indebtedness, including without limitation, all future advances, when due, and otherwise performs all the obligations imposed upon Trustor under the Loan Agreement, the Promissory Note and this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. 5.0 DEFAULT. Each of the following, at the option of Lender, shall consti tt:-. '" an event of default ("Event of Default") under this Deea of Trust: Default on Indebtedness. Failure of Trustor to make any payment when due under the Promissory Note if not cured within thirty (30) days after written notice from the Lender. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. 21 P:IClcrical Services Depl\Margarcl Parkcr\Agcmia\CDC 02-0J\O)"{)].06 NHS Deed ofTrusl.doc Compliance Default. Failure of Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Promissory Note, the Loan Agreement, the Related Documents, including without limitation the OPA, after notice and any applicable cure period has expired. Breaches. Any warranty, representation or statement made or furnished to Lender by or on behalf of Trustor under this Deed of Trust, the Promissory Note, the Loan Agreement, or any of the Related Documents is, or at the time made or furnished was, false in any material respect. Insolvency. The insolvency of Trustor, appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor, which is not discharged or dismissed within ninety (90) days, or the dissolution or termination of Trustor's existence as a going business (if Trustor is a business) . Foreclosure, etc. Commencement of foreclosure, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor against any of the Mortgaged Property. However, this subsection shall not apply in the event of a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the foreclosure, provided that Trustor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 5.1 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise anyone or more the following rights and remedies, in addition to any other rights or remedies provided by law: Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand. for sale and of written notice of default and of election to cause the Mortgaged Property to be sold, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Promissory Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time may then be required by law following the recordation of the notice of default, and 22 P:\Ckrical Services Dept\Margan:t Parker\Agcnda\CDC 02-03\03-0].06 NHS Deed ofTT\lsl.doc notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Mortgaged Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Mortgaged Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time filed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Mortgaged Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Mortgaged Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. It is understood and agreed by the parties hereto that no action taken by the Lender shall result in the imposition of personal liability on any of the members, partners, directors, shareholders and officers, as applicable, of Trustor or on Trustor itself or its constituent members. UCC Remedies. With respect to all or any part of the Mortgaged Property, Lender shall have the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Trustor, to take possession of and manage the Mortgaged Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the 23 P:\Clcrica.! Services Dept\Margaret Parkcr\Agcnda\CDC 02-03\03-0]-06 NHS Deed ofTrosl.doc Mortgaged Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any property grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Mortgaged Property, with the power to protect and preserve the Mortgaged Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Mortgaged Property and apply the proceeds, over and above the cost of the receivership against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Mortgaged Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Mortgaged Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Mortgaged Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Mortgaged Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Promissory Note or by law. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other i~tended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least thirty (30) days before the time of the sale or disposition. Any sale of Personal Property may be made in conjunction with any sale of the Mortgaged Property. 24 P:\Clcrical Services Dcpl\Margarcl Parker\Agenda\CDC 02-03\03'()1.()(j NHS Deed orTrusl,doc Sale of the Mortgaged Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights to have the Mortgaged Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Mortgaged Property. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Promissory Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust after failure of Trustor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Promissory Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender I s attorneys' fees whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. For the purposes hereof, the words "Lender's attorneys' fees" include the salaries, benefits and expenses of uttorneys employed in the office of the City Attorney computed on an hourly basis for any such legal services provided in connection with the enforcement of the rights of the Lender hereunder. Trustor also will pay any court costs, in addition to all other sums provided by law. 25 P:\Clcriclll Services Depl\Margarel Parker\Agenda\COC 02-03\03-01-06 NHS Deed ofTrusl.doc Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. 6.0 POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Mortgaged Property, including the dedication of streets or other rights to the public; and (b) join in granting any easement or creating any restriction on the Mortgaged Property. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Mortgaged Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County, California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Mortgaged Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 26 P:\Clcrical Services Dcpl\Margarel ParkerlAgenda\CDC 02.03\03-0]-06 NHS Deed ofTrusl.doc 7.0 NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective three business days after it is deposited in the United States mail first class, registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of this notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. For Notice purposes, Trustor agrees to keep Lender and Trustee informed at all times of Trustor's current address. Each Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. 8.0 STATEMENT OF OBLIGATION. Lender may collect a fee, in an mount not to exceed the statutory maximum, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. 9.0 [RESERVED] 10.0 ASSIGNMENT OF CONTRACTS. In addition to any other grant, transfer or assignment effectuated hereby, without in any manner limiting the generality of the grants in the conveyance and grant section hereof, Trustor shall assign to Beneficiary, as security for the indebtedness secured hereby, Trustor's interest in all agreements, contracts, leases, licenses and permits affecting the Property in any manner whatsoever, such assignments to be made, if so requested by Beneficiary, by instruments in form satisfactory to Beneficiary; but no such assignment shall be construed as a consent by Beneficiary to any agreement, contract license or permit so assigned, or to impose upon Beneficiary any obligations with respect thereto. 11.0 BOOKS AND RECORDS. Trustor shall maintain, or cause to be maintained, proper and accurate books, records and accounts reflecting all items of income and expense in connection with the operation of the Mortgaged Property or in connection with any services, equipment or furnishings provided in connection with the operation of the Mortgaged Property, whether such income or expense be realized by Trustor or by any other person or entity whatsoever excepting persons unrelated to and unaffiliated with Trustor and who leased from Trustor portions of the Mortgaged Property for the purposes of occupying the 27 P:\Clcrical Services Dcpl\Margarcl Parkcr\Agcnda\CDC 02-03\03.01-06 NHS Deed orTrusl.doc dame. Upon the request of Beneficiary, Trustor shall prepare and deliver to Beneficiary such financial statements regarding operation of the Mortgaged Property as Beneficiary may reasonably request. Beneficiary, or its designee, shall have the right from time to time during normal business hours to examine such books, records and accounts and to make copies or extracts therefrom. Trustor shall keep all records and documents for a period of five years after the expiration of the Loan and Regulatory Agreements. 12.0 MISCELLANEOUS PROVISIONS. The following provisions are a part of this Deed of Trust: miscellaneous Environmental Default and Remedies. In the event that any portion of the Mortgaged Property is determined to be "environmentally impaired", or an "affected parcel" as these terms are defined at Code of Civil Procedure Section 725.5(e), then in such event and without limiting or in any way affecting the another rights and remedies of the Trustee and the Beneficiary under this Deed of Trust, the Beneficiary may elect to exercise its rights under Code of Civil Procedure Section 725.5 (a) to waive its lien or such portion of the Mortgaged Property and to exercise its rights and remedies to recover the Indebtedness under a judgment as an unsecured creditor of the Trustor and/or to exercise any other remedy authorized by law. The Trustor shall be deemed to have willfully permitted or acquired in a or release or threatened release of a hazardous substance, if such release or threatened release was knowingly or negligently caused or contributed by to by any lessee, occupant, user of the Mortgaged Property which caused or contributed to the release or threatened release of a hazardous substance. All costs and expenses of the Beneficiary, including reasonable attorney's fees, plus interest at a rate per annum of eight percent (8%) until paid, as incurred in connection with an action as may be brought by the Beneficiary as provided in Code of Civil Procedure Section 725.5(b). Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the altercation or amendment. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. 28 P:\Clcrical Service, Dcpt\!l.1argarcl Parkcr\Agenda\CDC 02-03\03-01-06 NHS Deed ofTrust.doc Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of California. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be wi thin the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by and any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict 29 P:IClcrical Services DeptIMargarct Parl.:cr\AgcndalCDC 02-03\03-01.06 NHS Deed ofTrust.doc III III III III III III III III III III III III III III III III III compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or any of Trustor's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. Fixture Filing. This Deed of Trust also constitutes a fixture filing as defined in the California Uniform Commercial Code, as amended or recodified from time to time. This Deed of Trust is to be recorded in the real estate records of San Bernardino County, California, and covers goods which are to become fixtures. 30 P:\Clerical Services Depl\Marg8Te1 Parlr.er\Agcnda\CDC 02-03\03.o1.Q6 NHS D~ ofTrusl.doe THE TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND THE TRUSTOR AGREES TO ITS TERMS, AND THE TERMS OF THE PROMISSORY NOTE SECURED BY THIS DEED OF TRUST. TRUSTOR Neighborhood Housing Services of the Inland Empire, Inc., a California non-profit corporation Date: By: Executive Director [SIGNATURES MUST BE ACCOMPANIED BY NOTARY JURAT] P:\Clcrical Services Depl\Margarel Parkcr\Agemla\CDC 02-03\03-01-06 NHS Deed ofTrust.doc EXHIBIT "A" Legal Description of the Parcels PARCEL I 688, 690, 692, 694, 696 & 698 West 6th Street APN 0134-021-27000 East 50 feet of the South ~ of Lot 4, in Block 43, in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of California, as per Plat recorded in Book 7, page 1 of Maps, Records of said County. PARCEL 2 APN 0134-021-260000 That portion of Lot 4, Block 43 as per plat recorded in Book 7 of Maps, page 1, records of the County of San Bernardino, State of California, beginning at the Southwest Corner of said Lot 4; thence East 100 feet more or less to a point 50 feet west of the Southeast corner of said lot; thence North 70 feet more or less to a point 230 feet South of the North line of said Lot 4; thence West 100 feet more or less to the West line of said Lot 4; thence South 70 feet more or less to the point of beginning. Also commonly know as 688 through 698 west 6th Street, San Bernardino, CA 92410. P:\Clcrical Services Dept\Margaret Parker\Agenda\CDC 02.03\03-01.06 NHS Deed ofTrusl.doc EXHIBIT "En Initial Rent Schedule for Rental Units P:\Clcrical Services Dcpt\Margarcl ParkcMgenda\Agmlls-Amend\O)-OI-Q6 NHS HOME Loan Acq Agreement,doc EXHIBIT "F" CITY OF SAN BERNARDINO REDEVELOPMENT AGENCY FORM OF CERTIFICATION/RECERTIFICATION OF TENANT ELIGIBILITY (HOME PROJECTS) (I) Tenant Information Rcntal Unit: Street Address: City: Bedroom Size: Unit No.: Zip Code: I/We, the undersigned, being first duly sworn, state that Vwe have read and answered fully and truthfully each of the following questions for all persons who are to occupy the unit in the above apartment development for which application is made, all of whom are listed below: HOUSEHOLD Name of Members Relationshio Age Social Security # Place of Employment Date of Occupancy of Rental Unit by Tenant: Date of Lease Signed for Rental Unit by Tenant: Certification Date (Earlier of Date of Occupancy or Date Lease Signed): Anticipated Annual Income The anticipated total annual income from all sources of each person listed in I for the twelve month period beginning on the Certification Date listed above, including income described in (a) below, but excluding all income described in B. below, is $ A. The amount set forth above includes all of the following income (unless such income is described in (b) below): (1) All wages and salaries, overtime pay, commissions, fees, tips and bonuses before payroll deductions; (2) Net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); interest and dividends (including income from assets as set forth in item B. below); (3) Full amount of periodic payments received from Social Security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic reports; (4) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (5) The maximum amount of public assistance available to the above persons; (6) Periodic and detenninable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; Exhibit "F-)" P:\Clcrical Services Dcpl\Margarcl Parker\AgendalAgrmts-Amcnd\03-0l-06 NHS HOME Loan Acq Agreement,doc (7) All regular pay, special pay and allowances ofa member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (8) Any earned income tax credit to the extent it exceeds income tax liability. B. The following income is excluded from the amount set forth above: (1) Casual, sporadic or irregular gifts; (2) Amounts that are specifically for or in reimbursement of medical expenses; (3) Lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (4) Amounts of educational scholarships paid directly to student or educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment, but in either case only to the extent used for such purposes; (5) Hazardous duty pay to a member of the household in the armed forces who is away from home and exposed to hostile fire; (6) Relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (7) Income from employment of children (including foster children) under the age of 18 years; (8) Foster child care payments; (9) The value of coupon allotments under the Food Stamp Act ofl977; (10) Payments to volunteers under the Domestic Volunteer Service Act of 1973; (1 1) Payments received under the Alaska Native Claims Settlement Act; (12) Income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (l3)Payments on allowances made under the Department of Health and Human Services' Low-Income Home Energy Assistance Program; and (14) Payments received from the Job Partnership Training Act Net Family Assets If any of the persons described in Members of the Household (or any person whose income or contributions were included in Anticipated Annual Income has any savings, stocks, bonds, equity in real property or other form of capital investment (excluding interest in Indian trust lands), provide: A. The total value of all such assets owned by all such persons: $ , and B. The amount of income expected to be derived from such assets in the 12-month period commencing this date: $ Exhibit "F-2" P:\Clcrical Services Dcpl\Margarel Parkcr\Agcnd.a\Agnnls-AmcndIO).O 1..06 NHS HOME Loan Acq AgreemellLdoc Students A. Will all of the persons listed in Members of Household above be or have they been fulltime students during five calendar months of this calendar year at an educational institution (other than a correspondence school) with regular faculty and students? 0 Yes 0 No B. If yes, is any such person (other than non-resident aliens) married and eligible to file a joint federal income tax return? 0 Yes 0 No The above information is full, true and complete to the best of my knowledge. I have no objections to inquiries being made for the purpose of verifying the statements made herein. I acknowledge that all of the above information is relevant to the status under federal law related to the City's HOME Program and the interest in the Property. I consent to the disclosure of such information to the Redevelopment Agency of the City of San Bernardino, County, State and Federal Department of Housing and Urban Development (HUD) or agent acting on their behalf and any authorized agent of the Treasury Department or Internal Revenue Service. Date: Signature: Tenant Date: Signature: Tenant (Signature Must be Notarized) Exhibit "F-3" P:\Clcrical Services Dept\Margaret Parker\Agenda\Agnnls-AmcndIOJ.OI.06 NHS HOME Loan Aeq Agrecmenl.doc 2. COMPLETION BY NEIGHBORHOOD HOUSING SERVICES, INC., ONLY: A. Calculation of Eligible Income (I) Enter amount entered for entire household in Anticipated Annual Income: $ (2) If the amount entered in A. of Net Family Assets above is greater than $5,000, enter: (a) the product of the amount entered in A. of Net Family Assets above multiplied by the current passbook savings rate as determined by HUD: $ (b) the amount entered in B. of Net Family Assets above: $ (c) enter the greater ofline (a) or line (b): $ (3) TOTAL ELIGIBLE INCOME (Line A (I) plus line A (2) (c): $ B. Enter Number of family members listed in item I above: C. The amount entered in A (3) (Total Eligible Income) is: $ D Less than $ of median income for the area in which the Project is located, which is the maximum income at which a household may be determined to be a Qualifying Tenant as that term is defined in the Agreement HOME Regulatory Agreement ("Qualifying Tenant"). D More than the above mentioned amount. D. Number of apartment units assigned: E. Monthly Rent: $ F. This apartment unit (was/was not) last occupied for a period of 31 consecutive days by a person or persons whose adjusted income, as certified in the above manner, was equal to or less than the amount at which a person would have qualified as a Qualifying Tenant under the terms of the HOME Regulatory Agreement. G. Applicant: D Qualifies as a Qualifying Tenant D Does Not Qualify as a Qualifying Tenant Exhibit "F-4" P:IClcrical Ser,'iccs Depl\Margarcl ParkerlAgcnda'>Agrmts-Amcnd\03-01.06 NHS HOME wan Acq Agrccmcnt.doc CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: January 10, 2003 TO: Margaret Parker, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2003-2 At the Mayor and Common Council meeting of January 6, 2003, the City of San Bernardino adopted Resolution CDC/2003-2- Resolution approving and authorizing the Executive Director of the Redevelopment Agency to execute the Home Loan Agreement by and between the Agency and Neighborhood Housing Services of the Inland Empire, Inc. (NHS) for the acquisition of the property located at 688-698 W. 6th Street (Central City North Redevelopment Project Area/Old Towne San Bernardino). Please obtain all signatures and return the original agreement to the City Clerk's Office. If you have any questions, please do not hesitate to contact me at ex!. 3206. Thank you. Michelle Taylor Senior Secretary I hereby acknowledge receipt of this memorandum. Signed: 'PtJ':u:l ~j?M.~ Date: Ij.:2JI/(}0 Please sign and return ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO INTER-OFFICE MEMORANDUM FROM: Michelle Taylor, Senior Secretary Margaret Parker, Secretary/11 f TO: SUBJECT: Executed Agreement DATE: February 4,2003 Enclosed are the fully executed documents pertaining to the following resolution: CDC/2003-2 - Redevelopment Agency of the City of San Bernardino 2003 Home Loan Agreement with Attachments I arrange to have the attached Deed of Trust recorded. Thank you, Margaret Attachments ,. ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM " Meeting Date (Date Adopted): ((..., l'::' I ,-J. n Vote: Ayes I J Nays Change to motion to amend original documents: Item # n-j Resolution # eeel L(e5 J- f- -, J,- ke) , Abstain Absent ' <C:7' / Reso, # On Attachments: ,/ Contract term: NullNoid After: Note on Resolution of Attachment stored separately: ---=- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: - j-jlj, Date Sent to MaJ6r: Date of Mayor's Signature: ') ,,", I ' '" " ''-' III,03 Reso. Log Updated: Seal Impressed: ./ v ./ Date ofClerklCDC Signature: IJ1' -0''<' Date Memo/Letter Sent for Signature: 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: 1-IO-O?' See Attached: /' Date Returned: /)-,;" ()~ See Attached: See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Yes -.L No By~ Yes No -L By~ Yes No / By~ Yes No / By_ Yes No / By_ Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services EDA Y' Finance Police Public Services Water Others: MIS Notes: BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc,) Ready to File: (111 Date: 9(S/03 Revised 01/12/0 I