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11- Economic & Housing Development
11.a �tNARpj� Consent Calendar -- o N City of San Bernardino Z Request for Council Action vi d Date: October 4, 2017 U) To: Honorable Mayor and City Council Members .y From: Andrea M. Miller, City Manager'4iblew By: Katherine Brann, Housing Manager o Diane Cotto, CDBG Coordinator 0 L O Subject: Infill Housing Program Agreement with Neighborhood Housing Services, Inc. (NPHS) z r Recommendation 3 Adopt a Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing a revision to the original HOME Investment Partnerships Program (HOME) Loan Agreement with Neighborhood Partnership Housing Services (NPHS) to implement the Modular Housing Component of the Infill Housing Program. a Background o, On June 21, 2017, the Mayor and City Council authorized the City to enter into a HOME a Investment Partnerships Program written agreement with Neighborhood Partnership Housing Services (NPHS), an experienced affordable housing Developer and Community Housing Development Organization, to provide the modular housing C x component of the Infill Housing Program. _ w C HOME funds will be provided to NPHS in the form of a loan, which would be repaid with sale proceeds once the homes are sold to qualified first-time homebuyers. Discussion o The City proposes to modify the HOME agreement to 1) change the financial structure w from a loan to a grant and 2) provide that NPHS will maintain ownership of properties selected for infill housing development during the development phase of the project z W NPHS is a certified Community Housing Development Organization (CHDO). A CHDO i is a non-profit, community based organization that has staff with the capacity to develop affordable housing for the community it serves. LL Z As a non-profit developer NPHS will use any profit from the construction and sale of these housing units (which is expected to be little or nothing) to cover its development E costs or further its mission of developing affordable housing throughout the City. For this a Packet Pg. 107 reason, the City would like to change the financial structure of the agreement from a loan to grant to simplify the use of these funds. -- rn X The properties to be developed will primarily be properties already owned by the City, 0- but but might include one or more properties currently owned by third parties. Currently, the L5 written agreement states that ownership of the subject property would remain with the = City during the development of the project site. For liability purposes, the City would like to revise this provision so ownership of the property would be temporarily assigned to NPHS during the development of the project site. Upon completion of the project, Un ownership of the property would be transferred to an income-qualified homebuyer. E These provisions have been discussed with NPHS and both parties have agreed to x0 these revisions to the original HOME written agreement. o 0 Environmental Compliance �°_ This project is subject to environmental review under Sections 15192 and 15194 of the California Environmental Quality Act(CEQA) and 24 CFR 58.36 of the National z Environmental Protection Act. r 3 Fiscal Impact C There is no fiscal impact to the General Fund. HOME funds provided by the U.S. E Department of Housing and Urban Development (HUD) will be used to fund Infill housing development activities a Conclusion '"W The City is committed to providing affordable homeownership opportunities to our a population as a means of increasing housing stability for families and strengthening our community. The approval of modification to the HOME agreement with NPHS will allow the City to continue to pursue the Consolidated Plan objective of expanding x0 homeownership opportunities = C Attachments ti Attachment 1 — Resolution; Exhibit A — HOME Agreement Ward: Citywide O Synopsis of Previous Council Actions: w June 21,2017-Adopt a Resolution of the Mayor and City Council of the City of San Bernardino, O Z California authorizing the execution of a HOME Investment Partnerships Program(HOME) Loan in Agreement with Neighborhood Partnership Housing Services(NPHS)to implement the Modular O Housing Component of the Infill Housing Program. _ J J September 19,2016-Resolution of the Mayor and City Council of the City of San Bernardino, Z California Approving the Execution of HOME Loan Agreement with Housing Partners I(HPI)for the Implementation of the Infill Housing Development Program d E April 6,2015—Resolution of the Mayor and City Council of the City of San Bernardino Approving the 2015-2020 Consolidated Plan and 2015-2016 Action Plan for Federal Community Development Block Grant(CDBG), Home Investment Partnership(HOME)Interagency Agreement, Neighborhood Stabilization Program(NSP), Emergency Solutions Grant(ESG)Entitlement Grant Programs and Approving Substantial Amendment#5 to the 2014-2015 Action Plan. (#3732) - --- - Packet Pg. 108 11.b y 2 1 RESOLUTION NO.-- 2 O. _2 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN 3 BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME) GRANT AGREEMENT 4 WITH NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES (NPHS) TO cn 5 IMPLEMENT THE MODULAR HOUSING COMPONENT OF THE INFILL HOUSING PROGRAM. v', 6 ° WHEREAS,the City has received Horne Investment Partnerships Act(HOME) funds 7 from the United States Department of Housing and Urban Development ("HUD") pursuant to 0 8 the Cranston-Gonzalez National Housing Act of 1990. The HOME funds must be used by the o City in accordance with 24 C.F.R.Part 92; and 9 Z WHEREAS, the HOME Program is designed exclusively to create affordable housing 10 for low-income households and may be used to fund a wide range of activities including 3 11 building, buying, and/or rehabilitating affordable housing for rent or homeownership or providing direct rental assistance to low-income people; and E 12 WHEREAS, the City has received the authority to engage nonprofit developers a 13 certified as Community Housing Development Organizations ("CHDO's") subject to the E HOME Final Rule for the purposes of constructing or reconstructing infill housing on a, L 14 blighted or underutilized sites ("Eligible Properties") and selling these Eligible Properties to a 15 households whose income does not exceed 80% of the Area Median Income ("Qualified v, Homebuyers"); and y 16 WHEREAS, this program is referred to as the Infill Housing Program and was 17 approved at the September 19, 2016 Mayor and City Council meeting; and c 18 WHEREAS,on June 21, 2017,the Mayor and City Council approved a HOME ~ i9 agreement in an amount not to exceed SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000)with Neighborhood Partnership Housing Services(NPHS), an experienced m 20 affordable housing Developer and Community Housing Development Organization,to x 21 administer the modular housing component of the Infill Housing Program; and w Ca 22 WHEREAS, Neighborhood Partnership Housing Services (NPHS), is an experienced w developer and qualified CHDO dedicated to developing,rehabilitating,owning, and managing W 23 affordable housing, and provide housing counseling services to low and moderate income 0 24 people in the County of San Bernardino;and rn 0 WHEREAS,the City desires to modify the home agreement to change the financial 25 J structure from a loan to a grant and ensure that NPHS maintains ownership of selected infill LL 26 housing property during the development phase of the project i r 27 WHEREAS, the City and NPHS has discussed these revisions to the HOME E 28 agreement and both parties have agreed to these revisions; and a 1 Packet Pg. 109 11.b 1 WHEREAS,the City desires to provide HOME Funds to Developer, on the terms and conditions set forth in the HOME grant agreement. 2 WHEREAS, the Developer will deliver to the City among other items, a "Site 3 Agreement", a "Deed of Trust", a "Promissory Note", and a "Housing Affordability 4 Covenant", as defined the HOME Grant Agreement, each time that Developer requests i!HOME financing to construct or reconstruct "Eligible Properties"; and in a� 5 WHEREAS,this project is subject to environmental review under Sections 15192 and U) 6 15194 of the California Environmental Quality Act (CEQA) and 24 CFR 58.36 of the = National Environmental Protection Act; and 7 0 0 $ NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY 0 COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AS FOLLOWS: 9 z 10 SECTION 1. The Mayor and City Council do hereby authorize the City Manager or r her designee to enter into a HOME Grant Agreement with Neighborhood Partnership Housing 3 11 Services (NPHS) for the implementation of the Infill Housing Development Program, attached hereto as Exhibit"A"and incorporated herein, d 12 SECTION 2. The Mayor and City Council do hereby authorize the City Manager or a 13 her designee to make non-material changes to the agreement with the concurrence of the City E 14 Attorney and take such actions and execute such other documents as may be necessary to ` effectuate the grant agreement and accompanying documents. 15 SECTION 3. Except as set forth in the revisions in this resolution and the attached 16 HOME agreement, all terms, conditions and provisions of the Agreement are unchanged and x0 17 remain in full force and effect. w 18 19 /II 20 x 21 /// Cd o 22 /// w Ill � 23z 24 o /// _ 25 /ll 26 z /// 27 111 111 28 a 2 Packet Pg. 110 11.b i RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN = 1 BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A HOME z 2 INVESTMENT PARTNERSHIPS PROGRAM (HOME) GRANT AGREEMENT WITH NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES (NPHS) TO 3 IMPLEMENT THE MODULAR HOUSING COMPONENT THE INFILL HOUSING 4 PROGRAM. U) 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor N ° 6 and City Council of the City of San Bernardino at a = 7 °0 meeting thereof, held on the day of , 2017, by the following vote, o 8 s 9 to wit: °' 0 z 10 Council Members: AYES NAYS ABSTAIN ABSENT 3 11 ` MARQUEZ E 12 BARRIOS co 13 E 14 VALDIVIA c a` 15 SHORETT E 16 NICKEL i 17 RICHARD 18 MULVIHILL 19 20 m x Zl Georgeann Hanna,CMC, City Clerk w Ca0 22 The foregoing Resolution is hereby approved this day of ,2017. w o: 23 z_ 24 D R. Carey Davis, Mayor 25 City of San Bernardino J U. 26 Approved as to form: z 27 Gary D. Saenz, City Attorney E 28 By: a 3 Packet Pg. 111 This Page Is left Intentionally Blank l 11.b N x a z c fA d HOME Investment Partnerships Program (HOME) d INFILL HOUSING DEVELOPMENT = MASTER AGREEMENT u, M 0 x 0 0 t 0 by and between r rn 0 z r r City of San Bernardino 3 a municipal corporation d d a� a and rn 0 a rn c Neighborhood Partnership Housing Services,Inc., a California 501(c)(3)public benefit corporation x0 w c H m_ x for a grant in the principal amount w 06 not to exceed$650,000.00 in HOME Funds W 4' Z O x 2017 LL z c m E t �a 1 a Packet Pg. 112 All CL z This HOME hivestment Partnerships Program (HOME) Infill Housing Development Master c Agreement ("Agreement") is dated _ ,2017, and is between the City of San Bernardino, E a municipal corporation ("City"), and Neighborhood Partnership Housing Services, Inc., a California 501(c)(3)public benefit corporation("Developer"). d RECITALS .N 3 WHEREAS, City has received HOME Investment Partnerships Act funds from the United States x° Department of Housing and Urban Development("HUD")pursuant to the Cranston-Gonzalez National o Housing Act of 1990 ("HOME Funds"). The HOME Funds must be used by City in accordance with 0 24 C.F.R.Part 92, as amended from time to time("HOME Regulations")-and o WHEREAS,City seeks to engage nonprofit developers certified as Community Housing Development Organizations ("CHDO's") subject to the HOME Final Rule, for the purposes of constructing or Z reconstructing infill housing on blighted or underutilized sites ("Eligible Properties,"each individually 3 an "Eligible Property") and selling these Eligible Properties to households whose income does not exceed 80 percent of the Area Median Income, as defined below; and a� a� WHEREAS, Developer is a CHDO with capacity and expertise to carry out infill housing Q development;and cc WHEREAS, Developer desires to utilize City HOME funds in an amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000.00) for the purpose of acquiring and/or constructing and/or — reconstructing Eligible Properties to develop affordable housing units that will be sold to qualified c homebuyers; and o x WHEREAS, Developer will deliver to City, among other items, a "Site Agreement", a "Deed of ; Trust", and a "Housing Affordability Covenant", as defined below, each that Developer requests HOME Funds to acquire, construct,or reconstruct an Eligible Property; and WHEREAS, defined terms used but not defined in these recitals are defined in Section 2 of this Agreement;and m x WHEREAS, City desires to provide HOME Funds to Developer, on the terms and conditions set forth w herein. ad 0 NOW THEREFORE, in consideration of the above recitals, the mutual covenants and � agreements hereinafter set forth and for other good and valuable consideration, the receipt, legal z sufficiency and adequacy of which are hereby acknowledged,the parties hereto agree as follows: N D 0 x AGREEMENT � LL Z SECTION 1. Incor, oration of Recitals. c a� The Recitals set forth above are true and correct and are incorporated into this Agreement. 2 a Packet Pg. 113 11.b N a z_ SECTION 2. Definitions. In addition to the meaning ascribed to certain words and phrases as set forth in the Recitals of this Agreement or in other sections of this Agreement, including any of the Attachments to this Agreement, other words and phrases shall have the meanings described below: N rn c • "Acquisition Escrow" means an account set up with an escrow company that will oversee the transfer of title of an Eligible Property from City or a third party owner, as the case may z° be, to Developer for the purpose of constructing and/or reconstructing affordable housing -0 units, and the execution and recording of a Deed of Trust and a Housing Affordability °o Covenant between City and Developer. o r • "Affirmative Marketing Plan"has the meaning set forth in Attachment"J". 0 Z • "Affordable Housing Cost"means a purchase price determined using the criteria set forth in 24 C.F.R. Part 92.254(a)(2), i.e., not exceeding 95 percent of the median purchase price 3 for the area. d E d ■ "Affordability Period" means the period of time during which an Eligible Property has occupancy restrictions. The length of the affordability period depends on the amount of a HOME assistance to the project, as specified in the table below. It is anticipated that infill E housing projects will require more than $40,000 in HOME assistance for each Eligible Property. Therefore, the anticipated affordability period for Eligible Properties is 15 years. ° However,each project will be evaluated to verify the length of affordability that will apply. rn c HOME Assistance Length of the per Unit Affordability — Period c Less than$15,0005 years r $15,000-$40,000 _10 years More than$40,000 15 years m_ x w "Area Median Income (AMI)" means the median income for the Ontario/Riverside/San W Bernardino Metropolitan Statistical Area, adjusted for household size, as defined and Ga periodically adjusted by HUD. 0 W W ■ "Construction Escrow" means an account set up with an escrow company that will oversee the disbursement of all construction or reconstruction payouts from City to z Developer which are made to advance to Developer or reimburse Developer for payments D made or to be made to general contractors, subcontractors, and material suppliers as = construction or reconstruction work is completed. -J U. ■ "Deed of Trust"means the deeds of trust in favor of City as beneficiary that will encumber the Eligible Property as security for compliance with this Agreement and with the Housing Affordability Covenants defined below. Developer shall enter into a Deed of Trust to E secure compliance with this Agreement and with the Developer Housing Affordability r 3 a Packet Pg. 114 a Z Covenant ("Developer Deed of Trust"). The Qualified Homebuyers to whom Developer c sells the Eligible Properties shall enter into Deeds of Trust to secure compliance with the E Qualified Homebuyer Housing Affordability Covenants ("Qualified Homebuyer Deed of Trust"). The general forms of the Developer Deed of Trust and the Qualified Homebuyer Deed of Trust are included as Attachments"F"'and"G",respectively. cn am • "Effective Date"means the date on which this Agreement shall become effective, which is Ch E agreed to be the earlier of the date this Agreement is fully executed by Developer and City or 12017. 0 0 • "Escrow Agent" means Lawyers Title Company or another escrow agent mutually L acceptable to Developer and City. One or more Escrow Agents shall administer the Acquisition Escrow,the Construction Escrow, and the Sale Escrow. a� Z • "Event of Default"has the meaning set forth in Section 14 of this Agreement. 3 • "Hazardous Materials"has the meaning set forth in Section 37 of this Agreement. E • "HOME" means the HOME Investment Partnerships Act Program established pursuant to L the Cranston-Gonzalez National Affordable Housing Act of 1990 (42 U.S.C. 12701 et sed.), Q as amended from time to time, and the HOME Regulations. E 0 ■ "HOME Grants" means the grants to be provided by City to Developer to acquire, construct or reconstruct Eligible Properties in an aggregate amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000.00). The provisions of the HOME Grants are c set forth in Section 16. The HOME Grants shall be shall be secured by a Deed of Trust in the form of Attachment"F",and may also be secured by other documents. _ • "Housing Affordability Covenant" means the HOME Program Housing Affordability Covenants and Restrictions that will be entered into by and between Developer and City when an Eligible Property is selected for development ("Developer Housing Affordability Ln Covenant"), and by and between City and the Qualified Homebuyers to whom the Eligible Properties are sold following the construction or reconstruction of affordable housing units m on the Eligible Properties ("Qualified Homebuyer Housing Affordability Covenant"). The x form of the Developer Housing Affordability Covenant is Attachment "H". The form of w the Qualified Homebuyer Housing Affordability Covenant is Attachment"I". ad Cn • "Low-income Households" means persons and households whose income does not exceed 80 percent of the Area Median Income, adjusted for family size, as set forth in the definition of"low-income families"in 24 C.F.R. Part 92.2. Z D • "Notice of Completion" means the Notice of Completion to be executed by Developer = upon the completion of the construction or reconstruction of infill housing on an Eligible Property,in the form specified in California Civil Code Section 8182. z • "Project" means the acquisition of Eligible Properties, construction or reconstruction of d infill housing on the Eligible Properties, and resale of the Eligible Properties to Qualified Homebuyers. 4 a Packet Pg. 115 11.b" rn s a Z • "Qualified Homebuyer"means a household whose annual income does not exceed eighty percent (80%) of the Area Median Income, and which meets all of the requirements for — purchasing an Eligible Property. • "Rehabilitation Standards" means standards for the rehabilitation of HOME-assisted properties adopted from time to time by City as a participating jurisdiction under the HOME Regulations. 0 • "Sale Escrow" means the property transfer transaction account by and among an Escrow Agent, the Qualified Homebuyer, Developer, and City in connection with the sale of a o completed Eligible Property from Developer to a Qualified Homebuyer, and the execution o and recording of a Deed of Trust and a Housing Affordability Covenant between City and the Qualified Homebuyer. Z • "Term"has the meaning set forth in Section 5 of this Agreement. y 3 ■ "Total Development Cost" means the total cost to Developer to construct/reconstruct and d sell an Eligible Property to a Qualified Homebuyer. The Total Development Cost shall be E determined by the sum total of the cost line items included in the Total Development Cost ;? Pro Forma in the form of Attachment"C". Q E SECTION 3. Parties to the Agreement. o A. The parties to this Agreement are Developer and City,referred to at times herein collectively as a. the"Parties"and individually as a"Party". c E B. The principal office of Developer for purposes of this Agreement is located at 9551 Pittsburgh s° Avenue, Rancho Cucamonga, CA 91730. w c C. Prior to the Effective Date, Developer must have provided City with satisfactory evidence of the legal formation and the good standing of Developer to transact business within the State. , D. Developer must meet the legal and organizational characteristics described in 24 C.F.R. 92.2, m and must be and continue to be certified as a CHDO by City during the Term of this s X Agreement. w 06 'i SECTION 4. Entire Atureement. w W A. This Agreement including all attachments and addenda referenced herein constitutes the entire z agreement between the Parties. This Agreement supersedes all prior negotiations, discussions in and agreements between the Parties concerning the subject matters covered herein. The Parties 0 intend this Agreement to be the final expression of their agreement with respect to the subjects s covered herein and a complete and exclusive statement of such terms. _J B. Included as an integral part of this Agreement are the Attachments listed below for reference _z purposes. All Attachments set forth below and attached to this Agreement are incorporated : herein by reference regardless of the prior reference of any or all of said Attachments in the text of this Agreement. All Attachments to this Agreement shall have the same force and effect as E though the content of each and every one of said Attachments had been included within the text 5 a Packet Pg. 116 CL z of this Agreement. Unless the context requires to the contrary, all references to this Agreement shall include each and every Attachment set forth below and attached hereto. Attachments identified as forms or templates may be modified by City as necessary to adapt the documents for use in connection with particular transactions. 2 W List of Attachments: m .N Attachment"A" Scope of Services 0 x Attachment`B" Site Agreement form c Attachment"C" Total Development Cost Pro Forma template �° a� Attachment"D" Project Timeline template z t Attachment"E" Sources and Uses Schedule template 3 c 0 Attachment"F" Developer Deed of Trust form E d Attachment"G" Qualified Homebuyer Deed of Trust form Q E Attachment"H" Developer Housing Affordability Covenant form Attachment"I" Qualified Homebuyer Housing Affordability Covenant form a, _ .N Attachment"J" Affirmative Marketing Requirements o x Attachment"K" CHDO Designation Letter and Certificate Attachment"L" HOME Guide for Review of Homebuyer Projects ti SECTION 5. Term of Agreement. m A. The Term of this Agreement shall commence on the Effective Date and will expire one (1) x year after the Effective Date,unless earlier terminated as provided in this Agreement. City will w have the option to extend the term of this Agreement for two (2) additional one-year terms, °a with the consent of Developer. The term of this Agreement shall not extend beyond September W 30,2020, except that,notwithstanding any of the foregoing,unless terminated under Section 15 UJ below, this Agreement shall remain in effect at least until completion of the construction or 0 reconstruction of all of the Eligible Properties to be constructed or reconstructed under this z Agreement, and at least until ownership of each of said Eligible Properties has been transferred V5 by Developer to a Qualified Homebuyer. Also, notwithstanding the foregoing portion of this O Section 5(A), documents recorded pursuant to this Agreement shall remain effective in = J accordance with their terms. U. B. Upon the expiration or earlier termination of this Agreement,Developer shall provide City with all documents, notes, maps, reports, data, and all other work product developed in performance of the Scope of Services within ten(10)calendar days after the effective date of such expiration or termination, without additional charge to City. 6 a Packet Pg. 117 11.b in x a Z Li c SECTION 6. Sco1)e of Develot)er Services. U A. City hereby retains Developer to provide the professional services set forth in the Scope of Services attached hereto as Attachment "A" and incorporated herein by this reference. U) Developer hereby agrees to perform the work set forth in the Scope of Services, in accordance with the terms of this Agreement and the guidelines specified in the HOME Guide for Review of Homebuyer Projects, attached as Attachment"L". o x B. Before commencing any services under this Agreement, Developer shall provide City with o documentation indicating Developer's financial strength and capacity to provide start-up = operations and working capital to develop Eligible Properties. Such documentation shall o include Developer's most recent certified financial statements with a statement in writing, signed by a duly authorized representative, stating that the present financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with z an explanation for a material change in the financial situation. 3 SECTION 7. Bud:,et. a City has allocated an amount not to exceed Six Hundred Fifty Thousand Dollars($650,000.00) of HOME Funds for the acquisition, construction or reconstruction of Eligible Properties. Q E SECTION S. Pa\,ment for Services Performed b_Dev_elo�_�er, c _ a The amount to be paid by City to Developer for the services to be performed by Developer c pursuant to this Agreement (the "Developer Fee") will be negotiated and established prior to v, the commencement of each Project, as reflected in the Total Development Cost Pro Forma that o Developer is required to submit for each Eligible Property. City must approve the Developer x Fee prior to the construction or reconstruction of any Eligible Property. In all cases, the Developer Fee shall be limited to no more than ten percent (10%) of the Total Development Cost. SECTION 9. HOME Program Req uirements. F- A. Developer shall comply with all applicable laws and regulations governing the use of the 3 HOME Funds as set forth in 24 C.F.R. Part 92, including the requirements of the Developer w Housing Affordability Covenant. In the event of any conflict between this Agreement and LU applicable laws and regulations governing the use of the HOME Funds,the applicable laws and regulations govern. The laws and regulations governing the use of the HOME Funds include w (but are not limited to)the following: (i) Eli ;ble Pro'ect Costs. Restrictions on funding only eligible project costs as setin z forth in 24 C.F.R. 92.206. 0 x (ii) Environmental and Historic Preservation and Review. 24 C.F.R. Part 50 and 24 J C.F.R. Part 58, which prescribe procedures for compliance with the National U- Environmental Policy Act of 1969 (42 U.S.C. §§ 4321-4370), and the additional laws and authorities listed at 24 C.F.R. 58.5. Developer acknowledges that environmental review by the City of the activities to be undertaken under this E Agreement is required, and that Developer may not expend funds, HOME or Y Q 7 Packet Pg. 118 4`. CL z otherwise, for such activities until the City has notified Developer in writing that d the environmental review is complete. v; (iii) An1ficabilit of OMB Circulars. The applicable policies, guidelines, and requirements of OMB Circulars Nos. A-87,A-102, Revised, A-110,A-122, and A- 133. C .y (iv) Debarred, Sus. ended or lneliSble Contractors. The prohibition on the use of debarred,suspended,or ineligible contractors set forth in 24 C.F.R. Part 24. 0 0 (v) Civil Riuhts. Housing and Communit. Development, and Age Discrimination t Acts. The Fair Housing Act(42 U.S.C. 3601 et seg.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title T VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 z of Title I of the Housing and Community Development Act of 1974 as amended; w Section 504 of the Rehabilitation Act of 1973 (29 USC § 794, et M.); the Age 3 Discrimination Act of 1975 (42 USC § 6101, et seg.); Executive Order 11063 as � amended by Executive Order 12259 and implementing regulations at 24 C.F.R. d Part 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, a� 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; a Executive Order 12432; Executive Order 12138 as amended by Executive Order E 12608. (vi) Nondiscrimination a ainst the Disabled. The requirements of the Fair Housing Act rn (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; y Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), and federal regulations issued pursuant thereto, which prohibit discrimination against the _ disabled in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et sem.},and federal regulations issued pursuant thereto. (vii)Clean Air and Water Acts. The Clean Air Act,as amended, 42 U.S.C. 7401 et seq., 0° the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and w the regulations of the Council on Environmental Quality with respect thereto, at 40 ,U C.F.R. Part 1500,as amended from time to time. 0 LU (viii)Uniform Administrative Rc,uirements. The provisions of 24 C.F.R. 92.505 regarding cost and auditing requirements. z (ix)Labor Standards. The labor requirements set forth in 24 C.F.R. 92.354;the p prevailing wage requirements of the Davis-Bacon Act and implementing rules and = J regulations (40 U.S.C. 3141-3148); the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145) which requires that workers be paid at least once a week without any z deductions or rebates except permissible deductions; the Contract Work Hours and r Safety Standards Act — CWHSSA (40 U.S.C. §§ 3701-3708) which requires that workers receive "overtime" compensation at a rate of 1-1/2 times their regular Q 8 Packet Pg. 119 11.b a z hourly wage after they have worked forty (40) hours in one (1) week; Title 29, c Code of Federal Regulations,Subtitle A,Parts 1, 3 and 5, which are the regulations and procedures issued by the Secretary of Labor for the administration and 0) enforcement of the Davis-Bacon Act, as amended;the Fair Labor Standards Act of 1938, 29 U.S.C. § 201, et seq.; and all other applicable federal and state labor laws, cn the applicability of which Developer assumes full responsibility for determining. .N (ix) Dru;, Free Work i2 e. The requirements of the Drug Free Workplace Act of 1988 = (P.L. 100-690), 41 U.S.C. Chapter 81, and implementing regulations at 2 C.F.R. o Part 2429. 0 L 0 (xii) Anti-Lobb ing; _Disclosure Re uirements. The disclosure requirements and prohibitions of 31 U.S.C. § 1352 and implementing regulations at 24 C.F.R. •M Part 87. z (xiii)Historic Preservation. The historic preservation requirements set forth in the 3 National Historic Preservation Act of 1966, as amended(Division A of Subtitle III of 54 U.S.C.) and the procedures set forth in 36 C.F.R. Part 800. If archeological, cultural, or historic period resources are discovered during construction, all construction work must come to a halt and Developer shall immediately notify Q City. Developer shall not shall alter or move the discovered material(s) until all appropriate procedures for "post-review discoveries" set forth in the National o Historic Preservation Act at 54 U.S.C. § 300101 et seq. have taken place, which 0- include, include, but are not limited to, consultation with the California State Historic c Preservation Officer and evaluation of the discovered material(s) by a qualified 3 professional archeologist. 0 (xiv) Flood Disaster Protection. The requirements of the Flood Disaster Protection Act c of 1973 (P.L. 93-234, 42 U.S.C. § 4001) ("Flood Act"). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of the Flood Act, for use in an area identified by HUD as having special flood hazards which is not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 201(d) of the Flood Act. The use of any assistance w 1 provided under this Agreement for such acquisition or construction in such 06 identified areas in communities then participating in the National Flood Insurance O Program is subject to the mandatory purchase of flood insurance requirements of w Section 102(a) of the Flood Act. If an Eligible Property is located in an area identified by HUD as having special flood hazards and in which the sale of flood z insurance has been made available under the National Flood Insurance Act of 1968, V) 42 et s th O as amend U.S.C.C. 400 a owner and its successors or ed, eq I�1�' x assigns must obtain and maintain, during the ownership of the Eligible Property, such flood insurance as required with respect to financial assistance for acquisition LL z or construction purposes under Section 102(a) of the Flood Act. Such provisions are required notwithstanding the fact that the construction on the Eligible Property is not itself funded with assistance provided under this Agreement. _ 9 a Packet Pg. 120 11.b a Z (xv) Project_Requirements and.Other Federal Requirements. The activities funded d under this agreement must comply with the project requirements set forth in Subpart F of 24 C.F.R. Part 92 and must be carried out in accordance with the other federal requirements set forth in Subpart H of said Part 92. d (xvi) Pr)ert Standards. The housing developed pursuant to this Agreement must c meet the property standards in 24 C.F.R. § 92.251, the lead hazard control 3 requirements in 24 C.F.R. 92.355, and the Rehabilitation Standards, upon x0 completion of construction or reconstruction. 0 0 (xvii) Relizious Oran zg#ons. If Developer is a religious organization, as defined by 0 the HOME requirements, Developer shall comply with all conditions prescribed by HUD for the use of HOME funds by religious organizations, including the First rn Amendment of the United States Constitution regarding church/state principles and z the applicable constitutional prohibitions set forth in 24 C.F.R. 92.257. r 3 r (xviii) Relocation. As applicable, the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et E seq.), and implementing regulations at 49 C.F.R. Part 24; 24 C.F.R. 570.606; Section 104(d) of the Housing and Community Development Act of 1974 and a implementing regulations at 24 C.F.R. 42 et seq.; 24 C.F.R. 92.353; and California E Government Code Section 7260 et seq. and implementing regulations at 25 ` California Code of Regulations Sections 6000 et seq. If and to the extent that development of the project results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, Developer shall comply with all 3 applicable local, state, and federal statutes and regulations with respect to relocation 0 planning, advisory assistance, and payment of monetary benefits, and shall prepare = and submit a relocation plan to City for approval. Developer is solely responsible c for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. Developer shall indemnify and defend City (with counsel selected by City), and hold City harmless against all claims that arise out of relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the project. X W (xix) Other HUD Re. ulations. Any other HUD regulations now in effect or as may be as amended or added in the future pertaining to the HOME Funds, the existence and 0 applicability of which Developer assumes full responsibility for determining. UJ c� (xx) Fees. As required by 24 C.F.R. Part 92.504(c)(3)(xi), Developer shall not charge Z servicing, origination, processing, inspection, or other fees for the costs of D providing homeownership assistance. _ J SECTION 10. Records Retention. J z Records, field notes, inspection documents, and other supporting documents pertaining to the use of HOME funds disbursed to Developer shall be retained by Developer with a corresponding copy provided to City. All records shall be made available to City, HUD, and 10 a Packet Pg. 121 11.b rn x 0- Z other appropriate federal agencies and officials for examination for a period of five (5) years from the date of expiration or terniination of this Agreement. Records shall be available for — inspection during Developer's regular business hours. In the event of litigation or audit relating to this Agreement, such records shall be retained by Developer until all such litigation or audit has been resolved. Cn rn c SECTION 11. Indemnification. W 0 X Developer shall defend, with counsel selected by City, indemnify, and hold harmless City and o its officers, employees, representatives, and agents (collectively "Indemnitees'') from and �o against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, o including legal costs and attorneys' fees, for injury or damage of any type claimed as a result of s the acts or omissions of Developer, its officers, employees, subcontractors and agents, arising T from or related to performance by Developer of the work required under this Agreement, Z except that arising from the sole negligence or willful misconduct of City. 3 Y C SECTION 12. Insurance. d A. Developer shall maintain insurance, as set forth below, throughout the term of this Agreement. Developer shall remain liable as stated in Section 11 above for all losses and damages incurred a by any of the Indemnitees that are caused directly or indirectly through the actions or inactions, E willful misconduct or negligence of Developer to the performance of the duties assumed by Developer pursuant to this Agreement, to the extent such losses and damages are not covered 0 by insurance maintained by Developer pursuant to this Section 12. °• as S B. Developer shall maintain insurance policies issued by an insurance company or companies authorized to do business in the State of California and that maintain during the term of the x° policy a Financial Strength Rating of at least A and a Financial Size Category designation of at = least V, as set forth in the then most current edition of"Bests Insurance Guide,"as follows: c i. Automobile Insurance. Developer and each of its subcontractors shall maintain comprehensive automobile liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for each vehicle leased or owned by Developer or its subcontractors and used in performing work under this x Agreement. w Ca ii. Worker's Com ensation Insurance. Developer and each of its subcontractors shall N maintain worker's compensation coverage in accordance with California workers' w compensation laws for all workers under Developer's and/or its any of its subcontractors' employment performing work under this Agreement. Z iii. Liabilit\ Insurance. Developer shall maintain comprehensive liability insurance, _ including coverage for personal injury, death, property damage and contractual J liability, with a limit of at least One Million Dollars ($1,000,000), including products and completed operations coverage. Said insurance shall be primary Z insurance with respect to City and the policy shall so provide. Developer shall require and ensure that all general liability insurance policies covering work at any E Eligible Property, whether obtained by Developer or Developer's contractors or r 11 a Packet Pg. 122 1 CL z subcontractors, include City and the other Indemnitees as additional insureds. If required by City from time to time, Developer shall increase the limits of Developer's liability insurance to reasonable amounts customary for owners of improvements similar to the Project. Cn iv.BWders' Risk/Prooert\ Insurance. Builders' Risk insurance during the course of construction, and upon completion of construction if requested by City, and property insurance covering the Project, in form appropriate for the nature of such 0 property, covering all risks of loss, excluding earthquake, for one hundred percent c (100%) of the replacement value, with deductible, if any, acceptable to City, 0 naming City as a loss payee,as its interests may appear. o s v. Flood Insurance. Flood insurance must be obtained if required by applicable T federal regulations. z r Concurrent with the execution of this Agreement and prior to the commencement of any work 3 by Developer, Developer shall deliver to City copies of policies or certificates evidencing the existence of the insurance coverage required herein, which coverage shall remain in full force E and effect continuously throughout the term of this Agreement. Each policy of insurance that Developer purchases in satisfaction of the insurance requirements of this Agreement, except Q workers compensation, shall be endorsed naming City and the other Indemnitees as additional E insureds, and shall provide that, except with respect to the coverage limits,insurance applies to P each named and additional insured as though a separate policy were issued to each. Each policy shall provide for a waiver of subrogation as against City and the other Indemnitees, and _ shall provide that the policy may not be cancelled, terminated or modified, except upon thirty (30)days' prior written notice to City. 3 0 C. Failure on the part of Developer to procure or maintain the insurance coverage required herein = for fifteen (15) days or longer shall constitute a material breach of this Agreement pursuant to which City may exercise all rights and remedies set forth herein and may at its sole discretion, — without waiving such default or limiting its rights or remedies,procure or renew such insurance and pay any and all premiums in connection therewith. All monies so paid by City shall be reimbursed by Developer upon demand, including interest thereon at the rate of ten percent (10%)per annum compounded annually from the date paid by City to the date reimbursed by Developer. City shall have the right, at its election, to participate in and control any insurance 0° claim adjustment or dispute with the insurance carrier. Developer's failure to assert or delay in X asserting any claim shall not diminish or impair the rights of City against Developer or the w insurance carrier. Ca O SECTION 13. Press Releases. Press or news releases,including photographs or public announcements, or confirmation of the N same related to the work to be performed by Developer under this Agreement shall be made by O Developer only with the prior written consent of City. Press or news releases shall include = language identifying the Project as a City-funded project,and include the City seal. � U- z SECTION 14. Defaults and Remedies. c d A. Events of Default. The occurrence of any of the following shall, after the giving of any notice and the expiration of any applicable cure period, constitute a default by Developer hereunder r 12 Packet Pg. 123 11.b U) IL Z_ ("Event of Default"): c i. The failure of Developer to pay or perform any monetary covenant or obligation hereunder or under any of the documents executed in connection herewith, without curing such failure within ten (10) calendar days after receipt of written notice of N such default from City(or from any party authorized by City to deliver such notice as identified by City in writing to Developer). 0 ii. The failure of Developer to perform any nonmonetary covenant or obligation _0 hereunder or under any of the documents executed in connection herewith,without 0 curing such failure within thirty(30) calendar days after receipt of written notice of o such default from City(or from any party authorized by City to deliver such notice as identified by City in writing to Developer) specifying the nature of the event or P deficiency giving rise to the default and the action required to cure such deficiency, z provided, however, that if any default with respect to a nonmonetary obligation is y such that it cannot be cured within a thirty-day period, it shall be deemed cured if 3 Developer commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. a rn Notwithstanding anything herein to the contrary, the herein described notice requirements and a cure periods shall not apply to any Event of Default described in Sections iii through vi below, each of which shall constitute an immediate default under this Agreement without regard to any o curative action undertaken or completed by Developer: a` c iii.The material falsity of any representation or the breach of any warranty or covenant made by Developer under the terms of this Agreement or any documents executed 0 in connection herewith. _ w c iv.Developer or any constituent member or partner, or majority shareholder, of ti Developer shall (a) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (b)fail to pay or admit in writing its inability to pay its debts generally as they become due, (c) make a general m assignment for the benefit of creditors, (d) be adjudicated a bankrupt or insolvent x or (e) commence a voluntary case under the Federal bankruptcy laws of the United w States of America or file a voluntary petition that is not withdrawn within ten (10) °a calendar days after the filing thereof seeking an arrangement with creditors or an N order for relief or seeking to take advantage of any insolvency law or file an answer W admitting the material allegations of a petition filed against it in any bankruptcy or z insolvency proceeding. Cn M v. If without the application, approval or consent of Developer, a proceeding shall be = instituted in any court of competent jurisdiction, under any law relating to bankruptcy, in respect of Developer or any constituent member or partner, or LL z majority shareholder, of Developer, for an order for relief or an adjudication in bankruptcy, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of E Developer or of all or any substantial part of Developer's assets, or other like relief r 13 a Packet Pg. 124 11.b a z under any bankruptcy or insolvency law, and, if such proceeding is being contested by Developer, in good faith, the same shall (a) result in the entry of an order for — relief or any such adjudication or appointment, or (b) continue undismissed, or pending and unstayed,for any period of ninety(90)consecutive calendar days. ch vi.Voluntary cessation of the operation of the Project for a continuous period of more = than thirty (30) calendar days or the involuntary cessation of the operation of the Project for a continuous period of more than sixty(60) calendar days. _ vii. A mechanic's lien or any other type of encumbrance on any Eligible Property 0 resulting from Developer's failure to fulfill its financial or other contractual 0 obligations with respect to any of its vendors or sub-contractors is not removed within ten (10) calendar days after receipt of written notice of such default from z City. t w B. Citv Remedies. Upon the occurrence of an Event of Default hereunder, City may, in its sole discretion,take any one or more of the following actions: a� i. Cease making any payment of fees or reimbursement of eligible expenses to Developer unless and until the Event of Default(if curable)is cured. a E ii. Demand reimbursement from Developer for any payments made to it by City for which the contracted work product was not satisfactorily delivered by Developer. S iii.Take possession of any material or other work product purchased or produced by Developer for the Project. x° iv.Upon the occurrence of an Event of Default which is occasioned by Developer's failure under this Agreement to pay money to a third party, City may,but shall not ti be obligated to,make such payment. If such payment is made by City, Developer shall deposit with City, upon written demand therefor, such sum plus interest at the LO rate of ten percent (10%) per annum compounded annually. The Event of Default m with respect to which any such payment has been made by City shall not be T deemed cured until such repayment (as the case may be) has been made by w Developer. °a O ch ui v. Upon the occurrence of an Event of Default described in Section 14.A.(iv) or 14.A.(v) hereof, City shall be entitled and empowered by intervention in such z proceedings or otherwise to file and prove a claim for any amount owing to City z under this Agreement and unpaid and,in the case of commencement of any judicial o proceedings, to file such proof of claim and other papers or documents as may be x necessary or advisable in the judgment of City and its counsel to protect the interests of City and to collect and receive any monies or other property in z satisfaction of its claim. c a� vi. If the Event of Default consists of the failure of Developer to comply with the ` requirement that it transfer each of the Eligible Properties only to a Qualified Y Q 14 Packet Pg. 125 • 11.b 0- Homebuyer, Homebuyer, Developer shall be required to repay to City all funds provided by City to Developer for the acquisition, construction, or reconstruction of the Eligible - Property to which said Event of Default applies. C. Cit Default and Develo, er Remedies. Upon failure of City to meet any of its obligations Cn under this Agreement without curing such failure within thirty(30) calendar days after receipt = of written notice of such failure from Developer specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Developer may, as its o sole and exclusive remedies: _ 0 i. Bring an action in equitable relief seeking the specific performance by City of the terms and conditions of this Agreement or seeking to enjoin any act by City which �0 is prohibited hereunder; and/or Z ii. Bring an action for declaratory relief seeking judicial determination of the meaning £ of any provision of this Agreement. Without limiting the generality of the 3 foregoing, Developer shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from City arising E out of or in connection with this Agreement, and in connection with such waiver Developer is familiar with and hereby waives the provisions of Section 1542 of the Q California Civil Code which provides as follows: "A GENERAL RELEASE E DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST rn HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE y DEBTOR." Developer further waives the benefit of any other statute, rule, c regulation,or common law principle to the same or similar effect. _ c Initials of Developer: ti SECTION 15. Termination for Convenience. A. This Agreement may be terminated by City at any time prior to its expiration for any reason by m giving Developer thirty(30)calendar days' prior written notice. If Developer is in compliance = with this Agreement on the date such termination takes effect, City shall pay Developer the w reasonable value of all work authorized by City prior to the date of such notice and completed oe thereafter prior to the effective termination date. N w B. In the event of a termination of this Agreement pursuant to this Section, Developer shall comply with Section 5.13 of this Agreement. z SECTION 16. HOME Grants. _ J A. Subject to the terms and conditions of this Agreement, City shall make HOME Grants to -' Developer for the purpose of paying for the acquisition Eligible Properties that are not owned z by City, construction or reconstruction of Eligible Properties, and soft costs involved in the r development of Eligible Properties. City shall commit an aggregate principal amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000) to funding the HOME Grants. The E principal amount of each individual HOME Grant shall be negotiated by City and Developer U Y Y 15 a .� Packet Pg. 126 1 11.b CL z based on the acquisition costs, if any, and the total development costs for each Eligible Property as shown on the Total Development Cost Pro Forma to be submitted by Developer to — City prior to the development of any Eligible Property. Proceeds from the HOME Grants shall d not be used by Developer for any off-site costs, such as utility installations outside the boundaries of the Eligible Property. Cn B. Disbursements from the HOME Grants will only be made for reimbursement of expenditures c incurred. An exception is made for construction or reconstruction work performed on an Eligible Property, in which case disbursements will be allowed for direct payment of services x° rendered or products delivered. Non-construction related costs ("Soft Costs")will only be paid on a reimbursement basis. As used here "Soft Costs" means predevelopment, indirect, $ financing and sales closing costs and Developer Fee. o C. The net proceeds derived from the sale of the Eligible Property to the Qualified Homebuyer rn shall be collected by City as program income upon the close of the Sales Escrow. No net z proceeds other than those approved by City shall be paid to Developer. Net proceeds means r sale price minus costs of sale(e.g.broker and escrow fees). 3 c SECTION 17. AAcuuisition, Development and Sale of EU,,,ible Pro�,erties. E a� A. Selection and Acquisition of Eligible Properties, The Parties shall agree in writing on the Q Eligible Properties to be developed pursuant to this Agreement. City currently owns a number E of properties that are suitable for infill development pursuant to this Agreement and Eligible Properties may be selected from those properties. Alternatively, Eligible Properties may be selected from properties owned by third parties. In the case of an Eligible Property owned by — City, City shall transfer the property to Developer by quitclaim deed. In the case of an Eligible = Property owned by a third party, City shall provide Developer with funds sufficient to allow o Developer to acquire the property from the owner at a price agreed upon by the Parties in x writing. In either case, an Acquisition Escrow,as defined in Section 2 of this Agreement, shall ; be opened to accomplish the transfer of the Eligible Property to Developer. Transfer of the c Eligible Property to Developer shall occur pursuant to the Acquisition Escrow only upon the deposit in escrow by Developer of a duly executed and notarized Housing Affordability Covenant in which Developer covenants that it will sell the Eligible Property only to a Qualified Homebuyer, and a duly executed and notarized Deed of Trust securing Developer's m faithful performance of the Housing Affordability Covenant and of this Agreement. _ X LU B. Construction Financin=. Except to the extent the City Manager or his or her designee directs in oe writing that some or all of the disbursement and/or deliveries shall occur outside of escrow, w disbursement of HOME Grant funds to Developer for the purpose of constructing/reconstructing Eligible Properties shall be carried out through a Construction z Escrow, as defined in Section 2 of this Agreement. Disbursements made by City for the Fn purpose of constructing/reconstructing Eligible Properties using the HOME Grants shall be p expressly subject to satisfaction of all of the following conditions (collectively, the Closing = Conditions) on or before the date ("Closing Deadline") which is thirty (30) calendar days J J following the execution date of a Site Agreement initially entered into by City and Developer z for the purposes of developing an Eligible Property: d a 16 Packet Pg. 127 11.b in x 0- Z (1) Execution of this Agreement and delivery of a fully executed copy of the Site Agreement in the form attached hereto as Attachment"B"to the Construction Escrow Agent. d (2) Receipt by City from Developer of such other documents, certifications and authorizations as are reasonably required by City, in form and substance satisfactory to City, to ch ensure compliance with all legal requirements for the making of the HOME Grant to be used for the construction or reconstruction of the Eligible Property. 0 M: (3) No Event of Default and no breach shall exist under this Agreement, the Site o Agreement, or under any agreement or instrument relating to any other funding obtained by 0 Developer for the purpose of constructing or reconstructing the Eligible Property. o (4) Developer shall have provided to City, in a form satisfactory to City, certified copies of (a) Developer's articles and bylaws, together with a certification by Developer's Z president or chief executive officer that such articles and bylaws have not been amended or modified except as described in the certification; (b) a good standing certificate from the California Secretary of State,certifying that Developer is duly qualified and in good standing to E conduct business in this state; and (c) all other documents necessary to evidence to City's satisfaction that the individuals and entities executing this Agreement, and any other entities on Q whose behalf this Agreement is executed, are fully authorized to do so and to bind the respective entities,including Developer,to the terms hereof. rn 0 Developer shall have furnished City with evidence satisfactory to City that the L- (5) insurance coverage required by Section 12 of this Agreement has been obtained. c (6) Developer shall have commenced or be ready to commence construction or = reconstruction of the Eligible Property, and shall have (a) furnished City with copies of a = w contract for the construction/reconstruction work and materials ("Construction Contract") entered into with a general contractor("General Contractor")previously approved in writing by City; and(b)submitted to City and received City's approval of any design plans or other design documents requested by City. F5 (7)Not as a Closing Condition, but at least thirty(30) calendar days prior to occupancy x and prior to the commencement of homebuyer selection for the Eligible Property, Developer w shall have obtained City's written approval of an Affirmative Marketing Plan, complying with o the requirements set forth in Attachment "J" to this Agreement, for the sale of the Eligible w Property, including specifically the procedures to be employed by which the Qualified Homebuyers of the Eligible Property shall be selected in the event that there are multiple z homebuyers qualified to purchase the Eligible Property. in D O C. Ac: uisition and Construction Escrow Terms. In establishing the Acquisition and Construction x Escrows, the Parties may execute supplemental instructions to the Escrow Agent(s) consistent with the terms of this Agreement, but in the event of a conflict between the terms of this Z Agreement and any supplemental escrow instructions, the terns of this Agreement shall ; control. Except as otherwise expressly provided herein, any fees and costs incurred by the a Escrow Agent(s) in the performance of their duties hereunder and agreed to be paid by the Parties shall be paid exclusively by Developer. .2 17 a Packet Pg. 128 11.b CL z d D. Selection of )ualified Homebu ers. Developer shall initiate the sale of an Eligible Property to a Qualified Homebuyer by submitting to City a purchase and sale agreement executed by the prospective homebuyer, with such verifying documentation from the prospective homebuyer 2 with respect to residency, income and the property condition as City, or its designee, may reasonably request (collectively, "Homebuyer Application"). The Homebuyer Application shall consist of the following information in the form approved by City: c .y 3 (1) A California Association of Realtors California Residential Purchase Agreement or M such other purchase agreement as may be specified by City, fully executed by the prospective c homebuyer. 0 (2) Application Affidavit — Completely filled out and signed by the prospective m homebuyer. z (3) Income documentation in accordance with HOME's Part 5 Definition of Income, 3 pursuant to 24 C.F.R. §§ 5.609 and 92.203(b), for all household members who are 18 years of c age and older. E m (4)Copy of employment verification for each homebuyer. a E (5)Two consecutive months of current bank statements for each homebuyer. (6)Three-year housing history for each homebuyer. rn E (7) Income Certification Form. o x (8) Homebuyer Education Certificate from a HUD Certified Housing Counseling Agency. (9) Proof of legal residency in the United States for all members of the household who are applying for consideration as the Qualified Homebuyer. m_ (10) Evidence of terms for purchase money loan, including loan amount, interest rate, _ X and monthly payment. w ca 0 E. Sale Escrow. Within seven (7) calendar days after the receipt of the Homebuyer Application, Cn City will notify Developer of approval or denial of the prospective homebuyer's eligibility and confirmation of such eligibility by means of a Preliminary Approval. (All preliminary z approvals will be valid for sixty (60) calendar days from the date of certification). Upon cs notification of the prospective homebuyer's eligibility, Developer shall open the Sale Escrow 0 with Lawyers Title Company or another City approved-escrow company (the "Sale Escrow J Agent"). City shall furnish the Sale Escrow Agent with executed escrow instructions. Developer shall not permit any escrow to close for the sale of an Eligible Property until and z_ unless the escrow instructions executed by City have been submitted to the Sale Escrow Agent. u As provided in the escrow instructions,the Sale Escrow shall also not close unless and until: 18 a Packet Pg. 129 11.b a Z (l) The Sale Escrow Agent holds the following documents: (a) a Housing Affordability c Covenant executed by the Qualified Homebuyer in favor of City and duly notarized; (b)a Deed — of Trust executed by the Qualified Homebuyer as trustor in favor of City as beneficiary, a) securing the Qualified Homebuyer's performance of the Housing Affordability and duly notarized; (c) a grant deed for the conveyance of the Eligible Property from Developer to the Cn Qualified Homebuyer, stating that the conveyance is subject to the restrictions of the Housing Affordability Covenant and the Deed of Trust; and (d) such other documents as the City in its sole discretion may deem to be required for the purpose of ensuring the affordability of the 0 Eligible Property for the duration of the Affordability Period. o 0 (2) Proof of hazard insurance for the full replacement cost of the Eligible Property is 0 provided to City naming City as additional insured; and 0 (3) Construction or reconstruction of the Eligible Property is completed in accordance Z with this Agreement and with all applicable City permits and ordinances, and City has issued a 3 final certificate of occupancy for the Eligible Property. C d The Sale Escrow shall not close while any Event of Default exists under this Agreement or under any agreement or instrument relating to any financing for the Eligible Property. a E SECTION 18. Use of the EliAble Proc,er,,. rn 0 A. Developer hereby covenants and agrees, for itself and its successors and assigns, that the a` Eligible Property shall be developed for sale to a household whose total annual income is at or below eighty percent(80%)of Area Median Income. 0 B. Developer covenants and agrees that it shall not devote the Eligible Property to uses = inconsistent with either this Agreement or the Housing Affordability Covenant. C ti SECTION 19. Discrimination Prohibited. A. Except as provided in the Housing Affordability Covenant with respect to the reservation of the Eligible Property for occupancy by a Qualified Homebuyer, there shall be no discrimination °° against, or segregation of, any persons, or group of persons, on account of race, color, creed, w religion, sex, marital status, familial status, physical or mental disability, ancestry or national W origin in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Eligible o Property, or any portion thereof. The nondiscrimination and non-segregation covenants v) ui contained in the Housing Affordability Covenant shall remain in effect in perpetuity. c� B. Developer shall not discriminate against any person on the basis of race, color, creed, religion, i national origin, ancestry, sex, marital status or physical handicap in the performance of the D Scope of Services of this Agreement. Without limitation, Developer hereby certifies that it will = not discriminate against any employee or applicant for employment because of race, color, J religion, sex, marital status or national origin. Further, Developer shall promote affirmative action in its hiring practices and employee policies for minorities and other designated classes Z in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In addition, Developer shall comply with all state and federal laws prohibiting the E exclusion from participation under this Agreement of any employee or applicant for U r a 19 Packet Pg. 130 i CL Z employment on the basis of age, handicap or religion. SECTION 20. Effect of Covenants. U d U City is the beneficiary of the terms and provisions of this Agreement and of the restrictions and affordable housing covenants rwming with the land with respect to the Eligible Properties, Cn whether or not appearing in the Housing Affordability Covenant(s), for and in its own right and for the purposes of protecting the interests of the community in whose favor and for whose o benefit the covenants running with the land have been provided. The Affordable Housing = Covenants in favor of City shall run without regard to whether City has been, remains or is an o owner of any interest in an Eligible Property, and shall be effective as both covenants and equitable servitudes against the Eligible Property. If any of the Affordable Housing Covenants referred to in this Agreement is breached, City shall have the right to exercise all rights and rn remedies and to maintain any actions or suits at law or in equity or other proper proceedings to Z compel the curing of such breaches to which it may be entitled. 3 SECTION 21. Notices. E A. Notices, demands, and communications between City and Developer shall be sufficiently given if personally delivered or delivered by a nationally-recognized courier service or sent by a registered or certified mail, postage prepaid, return receipt requested, to the following E addresses: L If to City: City of San Bernardino City Manager's Office—Housing Division c 290 North"D"Street, Third Floor San Bernardino,CA 92401 = Phone: (909)384-5122 or = w (909)384-7257 c If to Developer: Neighborhood Partnership Housing Services, Inc. ~ Attn: Clemente Mojica,Executive Director 9551 Pittsburgh Avenue m Rancho Cucamonga,CA 91730 X Phone: (909)988-5274 w Ca B. Notices shall be effective upon receipt, if given by personal delivery; upon receipt, if emailed, w provided there is written confirmation of receipt (except that if received after 5 p.m., notice LU shall be deemed received on the next business day); the earlier of(i) three (3) business days after deposit with United States Mail, or(ii)the date of actual receipt as evidenced by the return Z receipt,if delivered by certified mail; or(iii)one(1) day after deposit with the delivery service, V5 if delivered by overnight guaranteed delivery service. Each party shall promptly notify the = other party of any change(s)of address to which notice shall be sent pursuant to this Section. J J SECTION 22. Compliance with Laws. z u Developer shall comply with all Applicable Governmental Restrictions. As used herein, "Applicable Governmental Restrictions" shall mean and include any and all laws, statutes, 20 Q Packet Pg. 131 11.b in a Z_ ordinances, codes, rules, regulations, directives, writs, injunctions, orders, decrees, rulings, conditions of approval, or authorizations, now in force or which may hereafter be in force, of any governmental entity, agency or political subdivision as they pertain to the performance of a this Agreement or construction/reconstruction of the Project, including specifically but without L limitation all code and other requirements of the jurisdiction in which the Project is located;thech National Environmental Policy Act of 1969, as amended; fair housing laws; prevailing wage laws per the Davis-Bacon Act 40 U.S.C. 3141-3148; any other applicable federal, state and local law; and, without limitation, HOME and the HOME Regulations. Developer shall x° maintain all necessary licenses and registrations for the lawful performance of the work .e required of Developer under this Agreement. Developer shall indemnify, defend with counsel °o selected by City,and hold City and the other Indemnitees harmless for any suit, cost, attorneys' o fees, claim, administrative proceeding, damage, wage award, fine, penalty or liability arising s out of or relating to Developer's failure to comply with any Applicable Governmental Restrictions, including, without limitation, the nonpayment of any prevailing wages required to z be paid in connection with the Project, as applicable. Developer is solely responsible for 3 determining the applicability of laws, and shall not rely on statements by City as to the existence, effect,or applicability of such laws. d SECTION 23. Developer and each Subcontractor are Independent Contractors. a Developer shall at all times during the performance of any work described in the Scope of Services be deemed to be an independent contractor. Neither Developer nor any of its o subcontractors shall at any time or in any manner represent that it or any of its employees are a` employees of City. City shall not be requested or ordered to assume any liability or expense for the direct payment of any salary, wage or benefit to any person employed by Developer or its subcontractors to perform any item of work described in the Scope of Services. Developer is x° entirely responsible for the immediate payment of all subcontractor and material supplier liens. _ w c SECTION 24. Severabilit ti Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof m to certain circumstances shall be declared invalid or unenforceable, the remainder of this x Agreement, or the application of such term or provision to circumstances other than those to w which it is declared invalid or unenforceable, shall not be affected thereby, and each term and ca provision of this Agreement shall be valid and enforceable to the fullest extent permitted by ch LU law. SECTION 25. Amendment or Modification. Z This Agreement may only be modified or amended by written instrument duly approved and = executed by each of the Parties hereto, following all necessary approvals and authorizations for __J such execution. Z SECTION 26. GovernWn Law. U fC 21 a Packet Pg. 132 11.b CL Z This Agreement shall be governed by the laws of the State of California. Any legal action d arising from or related to this Agreement shall be brought in the Superior Court of the State of — Ui California in and for the County of San Bernardino. SECTION 27. Non-waiver. (n rn c Failure of City to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this x0 Agreement. o 0 SECTION 28. Assignment. o This Agreement shall be assignable by Developer only with the prior express written consent of T City, which consent may be withheld by City in its sole discretion. Notwithstanding anything Z to the contrary in this Agreement,no purported assignment of this Agreement shall be effective 3 if not approved by City or if such assignment would violate any Applicable Governmental Restrictions. City's consent to any assignment shall be expressly conditioned upon (i) the assignee's execution of such documents as required by City in its sole discretion, including, without limitation, any and all documents deemed necessary by City to provide for said Q assignee's assumption of all of the obligations of Developer hereunder and under any documents executed by Developer in connection herewith, and (ii) City's approval of the financial condition and credit-worthiness of such proposed assignee and the assignee's ability to perform all of Developer's obligations under this Agreement and all documents executed in _ connection herewith, as may be determined by City in its sole discretion. _ .N SECTION 29. Re w resentations of Persons Executinu- this Agreement. z The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and are legally able to bind the respective party that each purports to represent. SECTION 30. Execution in Counterparts. ~ m_ x This Agreement may be executed in one(1)or more counterparts, each of which will constitute w an original. °a O U) SECTION 31. Effectiveness of This Agreement as to Ci; "' C7 This Agreement shall not be binding on City until approved by the City Council and signed by N an authorized representative of Developer, and executed by the City Manager or his or her O designee. _ J J SECTION 32. Conflicts of Interest. Z A. Developer hereby represents that it has no interests adverse to City at the time of execution of a this Agreement. Developer hereby agrees that, during the term of this Agreement, Developer shall not enter into any agreement or acquire any interests detrimental or adverse to City. r 22 a Packet Pg. 133 s 11.b N x a z Additionally, Developer hereby represents and warrants to City that Developer and any partnerships, individual persons or any other party or parties comprising Developer, together with each subcontractor who may hereafter be designated to perform services pursuant to this Agreement, do not have and,during the term of this Agreement, shall not acquire any property L ownership interest, business interests, professional employment relationships, contractual N relationships of any nature or any other financial arrangements relating to City, property over which City has jurisdiction or any members or staff of City that have not been previously disclosed in writing to City, and that any such property ownership interests, business interests, 0 x professional employment relationships, contractual relationships of any nature or any other o financial arrangements will not adversely affect the ability of Developer to perform the services 0 to City as set forth in this Agreement. o .a B. Developer shall comply with the conflict of interest provisions set forth in 24 C.F.R. § L 92.356(f). z t SECTION 33. Non-Exclusivity. 3 a� This Agreement shall not create an exclusive relationship between City and Developer for the Scope of Services as set forth in Attachment"A" or any similar or related services. City may, a during the term of this Agreement, contract with other persons or entities for the performance of the same, similar or related services as those that may be performed by Developer under this Agreement. City reserves the discretion and the right to determine the amount of services to be o performed by Developer for City under this Agreement, including not requesting any services a at all. This Agreement only sets forth the terms upon which any such services will be provided = to City by Developer,if such services are requested by City, as set forth in this Agreement. 0 x SECTION 34. Consequential Dama-es and Limitation of Liability. _ w City and Developer agree that except as otherwise provided in this Agreement, including without limitation Section I 1 hereof, in no event will either Party be liable to the other under this Agreement for any damages, including, but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, m including breach of contract, negligence, strict liability or otherwise. The limitations and x exclusions of liability set forth in this Section 34 shall apply regardless of fault, breach of w contract, tort, strict liability or otherwise of Developer and City, their employees, contractors, °a agents, subcontractors,or officials. w SECTION 35. Business Re,istration Certificate. rn Developer warrants that it possesses, or shall obtain immediately after the execution and o delivery of this Agreement, and maintain during the period of time that this Agreement is in x effect, a business registration certificate pursuant to Title 5 of City of San Bernardino Municipal Code, together with any and all other licenses, permits,qualifications,insurance and z approvals of whatever nature that are legally required to be maintained by Developer to r conduct its business activities within City. r SECTION 36. Enforced Delays,Extension of Time for Performance. 23 a Packet Pg. 134 11.b CL Z U A. Neither Party shall be deemed to be in default where delays or defaults in its performance under ` this Agreement are due to force majeure events beyond the control of such Parry, including, without limitation, war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, .2 casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, (D government imposed moratorium legislation, freight embargoes, lack of transportation, weather-caused delays, inability to secure necessary labor, materials or tools, or delays of any c contractor, subcontractor or supplier that are not attributable to the fault of the Party claiming an extension of time, that delay the commencement of construction of the Project or, after such = construction is commenced; suspend the prosecution of the work of improvement of the Project. An extension of time for any such force majeure cause shall be for the period of the o enforced delay and shall commence to run from the date of occurrence of the delay; provided, o however, that the Party claiming the existence of the delay first provides the other Party with 0 written notice of the occurrence of the delay, within ten (10) calendar days after the commencement of such occurrence of a force majeure event and, thereafter, takes prompt and z reasonable action within its control to restore,reconstruct or rebuild any damage to the Project caused by such force majeure event and resume regular business operation. 3 B. The failure of City to provide any necessary approval relating to the development of the Project or the inability of Developer to satisfy any other condition of this Agreement relating to the E design,financing or development of the Project shall not be deemed to be a force majeure event or otherwise provide grounds for the assertion of the existence of a forced delay under this Q Section 36, The Parties each expressly acknowledge and agree that changes in either general E economic conditions or the economic assumptions of either of them that provided a basis for entering into this Agreement occurring at any time after the execution of this Agreement are not force majeure events and do not provide either Party with grounds for asserting the existence of a forced delay in the performance of this Agreement. Each Parry expressly assumes the risk that changes in general economic conditions or changes in their economic U) assumptions could impose an inconvenience or hardship on the continued performance by such C Party under this Agreement and that such inconvenience or hardship is not a force majeure = event and does not excuse the performance by such Party of its obligations under this Agreement. ti SECTION 37. Hazardous Materials. A. Developer represents and warrants that it has not deposited "Hazardous Materials" (as defined m below) in or upon the Eligible Property and Developer covenants that it shall not deposit or = permit the deposit of Hazardous Materials in or upon the Eligible Property. Developer further w covenants to remove or remediate, at its expense(subject to any reimbursement it may be able � to obtain from third parties) any Hazardous Materials located in or upon the Eligible Property o as of the date hereof or which are deposited in or upon the Eligible Property from and after the w date hereof and during Developer's performance of this Agreement, including any asbestos, lead-based paint and any other Hazardous Materials located in or on the site of the Project, to z the extent required by and in accordance with the requirements of all Applicable Governmental Restrictions,including,without limitation, all applicable environmental laws. 0 B. The foregoing shall not be construed or understood to prohibit Developer from allowing Hazardous Materials to be brought upon the Project site so long as they are materials which are customary to the normal course of business in the operation of a well-designed housing facility Z and so long as such materials are used, stored and disposed of in accordance with all Applicable Governmental Restrictions. C. Except with respect to any claims arising solely out of the conduct of City, Developer shall 24 e Packet Pg. 135 11.b U) x a Z indemnify, defend with counsel selected by to City, and hold City and its members, directors, agents, officers and employees harmless from and against any claims arising directly or indirectly out of the presence of Hazardous Materials in, on or upon the Eligible Property, existing as of the date hereof or deposited (or claimed to have been deposited) in, on or upon the Eligible Property from and after the date hereof and during Developer's performance of this Agreement, including without limitation any claims arising out of any deposits of cn Hazardous Materials described in Section 37.13. of this Agreement or out of Developer's failure to remove or remediate all such Hazardous Materials in, on or upon the Eligible Property, as required above. x0 D. Except with respect to any claims arising solely out of the conduct of City, Developer hereby c releases and forever discharges City and its agents, officials and representatives from all ` present and future claims, demands, suits, legal and administrative proceedings and from all �0 losses and liabilities arising out of or in any way connected with Developer's performance of this Agreement or any condition of environmental contamination in, under, upon or around the Eligible Property, or the existence of Hazardous Materials in any state in, under, upon or Z around the Eligible Property. In connection with this release and waiver, Developer is familiar w with and hereby waives the provisions of Section 1542 of the California Civil Code which 3 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR E AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE rn DEBTOR." a Initials of Developer: 2 0 E. For purposes of this Agreement, the term "Hazardous Materials" means, without limitation, a` gasoline, petroleum products, explosives,radioactive materials, hazardous materials, hazardous c wastes,hazardous or toxic substances,polychlorinated biphenyls or related or similar materials, asbestos or any other substance or material as may now or hereafter be defined as a hazardous 0 or toxic substance by any federal, state or local environmental law, ordinance, rule or x regulation, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and — Reauthorization Act (42 U.S.C. Section 9601-9675), (ii) the Federal Water Pollution Control ti Act (33 U.S.C. Section 1251 et seq.), (iii) the Clean Air Act (42 U.S.C. Section 7401 et seq.), (iv) the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984(42 U.S.C. Section 6901-6992k), (v)the Toxic Substances Control Act (15 U.S.C. Section 2601-2629), (vi) the Hazardous Materials Transportation Act (49 0° U.S.C. Section 5101-5128), (vii) the Carpenter-Presley-Tanner Hazardous Substance Account X Act (CA Health & Safety Code Section 25300-25395.45), (viii) the Hazardous Waste Control W Law (CA Health & Safety Code Section 25100 et seq.), (ix)the Porter-Cologne Water Quality °a Control Act (CA Water Code Section 13000 et seq.), (x) the Safe Drinking Water and Toxic Enforcement Act of 1986 (CA Health & Safety Code Section 25249.5 - 25249.13), (xi) the W Hazardous Materials Release Response Plans and Inventory (CA Health & Safety Code 0 Section 25500-25547.8), (xii) the Air Resources Law (CA Health & Safety Code Section Z 39000 et seq.),or (xiii) in any of the regulations adopted or publications promulgated pursuant to the foregoing. i SECTION 38. Labor Provisions--California Law. J - U- z Unless otherwise exempted pursuant to applicable provisions of California law, the prevailing wage provisions, including but not limited to those regarding payrolls,records, apprentices and E trainees, shall apply to Developer's performance of services pursuant to this Agreement. M 25 a Packet Pg. 136 11.b a z L5 SECTION 39. Section 3 of the Housin<, and Communit N, Development Act of 1968, as c Amended. A. The work to be performed under this Agreement is subject to the requirements of Section 3 (n of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u c (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, x0 shall, to the greatest extent feasible, be directed to low- and very low-income persons, o particularly persons who are recipients of HUD assistance for housing. 00 0 B. The Parties to this Agreement agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this Agreement, the Parties to this Agreement certify that they are under no contractual or other impediment that z would prevent them from complying with the Part 135 regulations. 3 C. Developer agrees to send to each labor organization or representative of workers with which Developer has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of Developer's commitments under this Section 3 clause, and will post copies of the notice in conspicuous a places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference and set forth the minimum number and job titles subject to hire; the availability of apprenticeship and training positions and the qualifications for each; the name and location of the person(s) taking applications for each of the positions;and the anticipated date the work shall begin. U) 0 M D. Developer agrees to include this Section 3 clause in every subcontract subject to = compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. Developer will not subcontract with any subcontractor where Developer has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. m Part 135. R X Lu E. Developer will certify that any vacant employment positions, including training positions, °a that are filled (1) after Developer is selected but before the Agreement is executed, and (2) w with persons other than those to whom the regulations of 24 C.F.R. part 135 require W employment opportunities to be directed, were not filled to circumvent Developer's z obligations under 24 C.F.R.Part 135. rn F. Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, s termination of this Agreement for default, and debarment or suspension from future HUD _� assisted contracts. z r G. With respect to work performed in connection with Section 3 covered Indian housing m assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act(25 U.S.C. § 5307) also applies to the work to be performed under this Agreement. Section r 26 a Packet Pg. 137 11.b in a Z 7(b)requires that to the greatest extent feasible (i)preference and opportunities for training and employment shall be given to Indians, and (ii)preference in the award of contracts and E subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this Agreement that are subject to the provisions of Section 3 and section 7(b) agrce to comply with Section 3 to the maximum extent feasible, but not in Cn derogation of compliance with section 7(b). O IN WITNESS WHEREOF, City and Developer have each executed this Agreement, to be effective as a of the Effective Date, as defined in this Agreement. 0 0 E 0 CITY OF SAN BERNARDINO T 0 Z Date: By: 3 Andrea M. Miller, City Manager d d rn Approved as to Form: a Gary D. Saenz, City Attorney a� O a. By: .y 7 O 2 DEVELOPER S Neighborhood Partnership Housing Services, Inc. a California 501(c)(3)public benefit corporation m Date: By _ Clemente Mojica, Executive Director W 06 O Cn W e! Approved as to Form: z O By = Legal Counsel for Developer U_ Z c a� U lC Y 27 a Packet Pg. 138 AAk Attachment A to Master Agreement z Scope of Services S U d Cn 0) C 7 O x O O t O t 0) Z t r 3 r c CD E a� d 0� a E ca rn � c .y 7 O 2 w C ti ti Ln H m x x W 06 O N W G' 2 O x J J LL 2 4.: C 0 r a Packet Pg. 139 11.b a. Attachment"A" to Master Agreement ? J Scope of Services E N d U A. Introduction a� Cn The Infill Housing Program was established by the City of San Bernardino (the "City")to = increase the availability of affordable homes for low-income households. The Developer has been retained to carry out infill housing activities in accordance with HOME Program x0 regulations (24 CFR Part 92),the HOME Guide for Review of Homebuyer Projects, and o the Infill Housing Development Master Agreement between the Developer and the City 0 (the"Agreement"). o The Developer will furnish all labor, materials, supplies, equipment, and services T necessary(hereinafter collectively referred to as "Services") to design, permit, construct, Z market and sell the Eligible Properties to qualified low-income households, and 3 adequately satisfy requirements set forth in the Agreement. r c d The Services will be carried out in a manner satisfactory to the City and any standards required as a condition of providing the HOME Funds. Q B. Budget rn 0 The approved budget is Six Hundred Fifty Thousand Dollars ($650,000.00), to a. construct/reconstruct up to three(3) Eligible Properties, subject to the Maximum Per Unit Subsidy Limits established by HUD. Proceeds will be utilized for future developments. En 0 x C. Program Delivery = 1. General RNuirgments. a. As part of the Services, Developer agrees that it will make available a primary staff person on an as needed basis within close proximity to the project sites in m order to successfully complete program activities. x W b. As part of the Services, Developer will provide or cause to be provided and 06 will enter into agreements for construction manager services, property Cn management, property acquisition and relocation consultant services, as applicable. z U) c. Developer will utilize realtors, appraisal services, escrow services and title companies as approved by the City. If such services have not been identified = by the City within a pool of City pre-approved service providers, Developer will utilize businesses located within the City and if they are deemed to be Z unavailable,then utilize businesses in the County of San Bernardino. ; c m U m .r Q Packet Pg. 140 11.b d. Developer warrants that it has the expertise and experience to perform the z Services set forth in the Agreement and that it will perform said Services pursuant to the Agreement and as stated in this Scope of Services. —` y d e. Developer will document performance on a Quarterly Report, which report will be in a form satisfactory to the City. The Quarterly Report will be due by in the 15th day of the month following the end of the quarter,as follows: Reporting Period Report Due = October-December January 15th o January- March April 15th °c April-June July 15th �° July-September October 15th rn d z Progress reports will be used by the City in evaluating time extensions w requests,if any. 3 c £ Developer will provide notification to the City of any audits or investigations including results, findings and/or liens within ten (10) calendar days after Developer has obtained information regarding such audits or investigations Q and the results,findings and/or liens. 2. Infill Housinu Dev_elo ment. a� S a. Identifying and Selecting Sites -The Developer is responsible for identifying 3 lots within the City of San Bernardino that may be suitable for infill housing. C The City will facilitate the sale or transfer of City-owned parcels to the Developer for development of Eligible Properties. The Developer may also c acquire privately owned blighted,vacant lots. ti For privately-owned vacant parcels, the Developer will negotiate purchase and sale agreements, to be approved by the City prior to the execution of such ~ purchase and sale agreement by Developer. No property will be purchased pursuant to this Agreement at a sale price in excess of the current market w appraised value ("Current Market Appraised Value") as further defined in xs Section 2.b. below. It will be the responsibility of the Developer to obtain an 0 appraisal from a qualified appraiser. Appraisal must be approved by the City Uj and conform to all pertinent HOME regulations. Z In addition, Eligible Properties must be in such condition that tine total cost to 0 acquire, construct/reconstruct and resell them does not exceed the maximum x sales price limit for the County of San Bernardino established per HOME Final Rule 24 CFR Part 92.254. z r c m r Q Packet Pg. 141 11.b s Once Developer has selected a site, a request for environmental review and Z approval must be submitted to the City,including: c i. Photographs of the site ii. Property profile cover sheet iii. Estimated value using comparable sales(when site is privately-owned) N iv. Total Development Cost Pro Forma v. Project Timeline vi. Sources and Use Schedule / Financing plan that demonstrates that o sufficient funds are available for the acquisition of the property, and s payment for the labor, materials and other services required to complete o the project. `o t The City will review the Developer's request to make the following T W determinations: z r i. The site is appropriate for the construction/reconstruction of infill 3 housing. ii. The proposed project meets HOME requirements, including those d relating to maximum subsidies and maximum resale values. iii. The proposed project does not negatively impact the surrounding environment and the property site itself will not have an adverse E environmental or health effect. o a The City will issue a Preliminary Property Analysis to the Developer to advise if the infill site was approved. Once an infill site is approved, the Developer can initiate the Acquisition Escrow, o s b. Prior to the purchase of any Eligible Property under this Agreement, and in c order to determine the Current Market Appraised Value, Developer will obtain ti an appraisal made in conformity with the appraisal requirements of the Uniform Relocation Act set forth at 49 CFR 24.103. LO c. Other than those liens approved by the City,Developer will ensure that title to the Eligible Property will be and remain free and clear from any and all w security interests, liens or other encumbrances. In carrying out the Services, xs Developer promises and agrees that it will not pledge or otherwise encumber 0 title to the Eligible Property in any manner that would result in any lien, w security interest,charge or claim upon or against said property. z d. Construction/Reconstruction of Eligible Properties acquired by Developer 0 pursuant to this Agreement will be completed, and said properties will be s ready for sale as evidenced by a Certificate of Occupancy issued by the City -J and/or a recorded Notice of Completion, by the date of completion stipulated z on the approved Project Timeline. c a� r Q Packet Pg. 142 11.b e. Developer will construct/reconstruct Eligible Properties in accordance with the Z California Building Code, the City's Development Code for residential properties,pursuant to the terms of this Agreement,and in accordance with the plans and specifications approved by the City's Planning and Building & Safety Divisions. > L f. As part of the Developer's process for each Eligible Property, Developer will prepare and/or provide the following: 0 i. Budget Estimate--for the total development cost of the Eligible Property = and a budget estimate for construction/reconstruction costs. o t L ii. Project Timeline—for the completion of the various steps involved in the acquisition,construction/reconstruction and sale of the Eligible Property. z iii. Property Security — upon acquisition of title to an Eligible Property, r Developer will provide locked fencing on the perimeter of the site to 3 preclude unauthorized entry upon an Eligible Property. E a) iv. Property Maintenance — Developer must maintain property during the 0 Cn holding period, including utilities services, and interior and exterior a appearance of the property. E v. Construction Management Services — Developer must provide _ construction management services for the construction or reconstruction of = the Eligible Property,which will include but not be limited to: establishing U) a scope of work, confirm that the financing is adequate to pay for all labor x0 and materials, conducting weekly on-site project inspections, managing relationships with all sub-contractors, verifying permits and City c compliance, administering both conditional and unconditional lien releases. The Developer is responsible for closely monitoring the various phases of development, conducting and documenting inspections, and resolving problems that may be encountered during construction. m_ x vi. File Maintenance — Developer must maintain adequate files for each w property, ensuring compliance with all City requirements, all documents 06 required to verify compliance with the Affirmative Marketing Guidelines O as attached hereto as Attachment "I" such as copies of advertisements w published in local and community newspapers, etc. z vii. Environmental — Developer must comply with Lead-Based Paint o m requirements, and implement all lead-based paint, asbestos, mold or any = other environmental mitigation measures required, and provide proof of _J completion of these mitigation measures. z r a� Packet Pg. 143 11.b N x 3. Marketin:, and Sale of Eligible ProLiert. z U a. Marketing—Developer will market the Eligible Property through advertising, E published promotional materials and community outreach, in accordance with the Affirmative Marketing Guidelines as described in Attachment"I". a� b. Marketing Materials — All marketing materials must include language rn identifying the Project as a City-funded project, and include the City seal and N the Fair Housing logo. o x c. Sale to Qualified Homebuyer — Eligible properties must be sold to Qualified 0 0 Homebuyers and/or First Time Homebuyers, and who will use the Eligible o Property as a primary place of residence. The Developer is responsible for the = following process: Z L Identify Homebuyer — Developer must identify prospective Qualified Homebuyers, facilitate adequate homebuyer education training and pre- 3 r qualify the homebuyer using HOME's Part 5 definition (24 CFR Part 0 5.603) of income, to establish eligibility to purchase the Eligible Property. E d Developer must submit the following documents for the Qualified Homebuyer, for City review and certification of income eligibility Q E �a • Last three (3) years tax returns (State and Federal) (I 040's) o signed,with W2's. a • Income Certification form • Supporting income documentation as required by HOME's Part 5 definition of income, for all household members who 0 are 18 years of age and older and will reside in the Eligible — Property, including 2 months of source documentation for all c income sources such as paystubs, bank statements, employment verification, verification of income from assets, etc. • A California Association of Realtors California Residential Purchase Agreement fully executed by the prospective homebuyer. w • Application Affidavit — Completely filled out and signed by ca Qualified Homebuyer. 0 • 3-year Housing History w • Homebuyer Education Certificate from a HUD-approved Housing Counseling Agency Z • Evidence of loan terms for first mortgage, verifying loan D amount, fixed rate, and monthly payment amount. Non- _ traditional mortgages, such as negative amortization loans, interest-only loans, or loans with balloon payments, are not LL z allowed. — c a� U t4 Q Packet Pg. 144 • Proof of legal residency in the United States for all members Z of the household who are applying for consideration as the Qualified Homebuyer. vi a� ii. Income Eligibility - In determining whether a prospective homebuyer is income eligible, the Developer will adhere to the procedures specified in 24 CPR Part 92.203. The City utilizes HOME's Part 5 definition of e, income(24 CFR Part 5), which is the gross amount of income of all adult • household members that is anticipated to be received during the coming o 12-month period. Household income cannot exceed eighty percent(80%) of AMI as established by HUD. It is the Developer's responsibility to 0 properly determine income eligibility by examining source documentation o evidencing anticipated annual income, and applying the correct income limits. Z d. Appraisal — Developer must obtain an appraisal from an appraiser approved r by the City to determine the sales price for the Eligible Property, to ensure 3 that the sales price does not exceed the homeownership sales price limits in accordance with Section 92.254(a)(2)(iii)of the HOME Final Rule. E d a� e. Escrow—Developer will work with the selected title company and manage the a escrow process through closing on behalf of the Qualified Homebuyer, and E ensure that all the HOME Loan Documents and property documents are executed,notarized and recorded as needed. _ rn E 4. Construction Re:)uirements. 3 a. Developer will cause the construction/reconstruction work to proceed = diligently no later than fourteen (14) calendar days following the close of the c Acquisition Escrow. "Completion of the Project" shall occur no later than the date approved in the Project timeline. "Completion of the Project" shall be deemed to have occurred when the City has received satisfactory evidence that the City has executed the final inspection for the particular Eligible t Property and has authorized the unconditional provision of utilities to the Eligible Property. w ca b. Developer shall provide evidence that the construction/reconstruction work on 0 the Eligible Property has been completed in compliance with this Agreement, N UJ and that all final permits and certificates necessary for the sale of the Eligible Property have been obtained, including, without limitation, the following, Z each of which is subject to the City's review and approval: (1) a minimum 5- year warranty from the general contractor, in a form reasonably acceptable to = the City, with respect to the construction work performed and all components J and systems constructed or installed upon the Eligible Property; (2) a z certificate of occupancy or Notice of Completion, as may be warranted, and — other final permits and licenses necessary to permit the use and occupancy of Packet Pg. 145 11.b x a the Eligible Property for its intended purposes, which have been issued by ? proper governmental agencies; and (3) evidence satisfactory to the City that c the Eligible Property is free from any mechanics' liens. — vi d U 5. Relocation Requirements. Cn In the event relocation is determined to be a requirement for the successful implementation of the Agreement, the Developer shall be required to submit a relocation plan to the City for consideration. It is the preference of the City that the Developer = acquire only Eligible Properties that have been non-occupied for 90 days or more,but in o the event that acquired properties require relocation assistance Developer shall be �o responsible for funding and compliance with all relocation requirements as governed by o federal relocation laws and regulations for projects funded in whole or in part with HOME funding,including the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. §§ 4601, et seq., as amended), Federal Relocation z Regulations (49 CFR Part 24), and the HUD Tenant Assistance, Relocation and Real 3 Property Acquisition Handbook (1378.0). -- c d E a� d rn a E 0 a a� c .N 3 O x w C ti r H m x x W 06 O w Q: t7 z O x U. z c a� E U Q Packet Pg. 146 11.b a Attachment B to Master Agreement ? U Site Agreement form ` L U) _ .N 7 O 2 O O t L O .a L Z t r 3 d E d d L Q C M L _ .y 3 O 2 w C ti H m 2 X W Ca O U) LU (7 z Fn O J _J LL z _ m r Q Packet Pg. 147 11.b a SITE AGREEMENT ? U C N THIS SITE AGREEMENT("Agreement") is made as of the day of , 201 , by and between the City , a municipal corporation ("the City"), and HOUSING PARTNERS 1 INC., a California 501(c)(3) public benefit corporation ("Developer"), for the purpose of cn ac�;uirinv blighted vacant lots constructinulreconstruetin)2__ infill housing!._ and sellino the property, whose address is indicated below ("Project"), in accordance with the terms of that certain Master Agreement dated entered into between Developer and the City (the = "Master Agreement"). 0 0 t The City agrees, subject to the terms and conditions of the Master Agreement and this �`0 Agreement and in consideration of the representations, covenants and obligations of Developer contained in the Master Agreement and this Agreement, to make a grant to Developer in the 0 amount not to exceed ($ ) (the "Loan") for the purpose of providing acquisition and Z construction/reconstruction financing for a detached, single-family home located at , San 3 Bernardino, CA (the "Eligible Property"), which Eligible Property will be reserved for a household whose income is less than or equal to 80% of Area Median Income ("AMI") as E defined in the Master Agreement, and whose legal description is attached herewith as Exhibit "A", to be used solely for the purposes described herein and secured by the Deed of Trust. The a City's source of funding for the Grant is provided from the HOME Investment Partnerships Program, 24 CFR Part 92, (hereinafter referred to as "HOME") administered and funded by the United States Department of Housing and Urban Development ("HUD"). No other sources of 0- financing financing are anticipated for the Project. a rn c Developer will deliver to the City, among other items, the "Deed of Trust", "Note" and the "Housing Affordability Covenants", in the respective forms attached as Exhibits "E", "F", and = "G", herewith to,respectively,secure repayment of the grant by Developer as provided herein and ; to ensure that the affordability and habitability of the Project is maintained in accordance with the terms of those instruments,the Master Agreement and this Agreement. r Developer will further attach to this Agreement. (i) a completed version of Exhibit "B", the Development Pro Forma, attached herewith, for the above described Eligible Property and 'm Project; (ii) a project timeline in the format of Exhibit"C" for completion of the Project,attached = herewith; and (iii) a completed version of Exhibit "D", the Sources and Uses Schedule, attached x w herewith. Together these documents shall memorialize the Development Budget required to 06 complete the Project, the Schedule of Performance for the Project, and the Financing Plan for the w Project agreed upon by the Developer and the City. c� z By the execution and submittal of this Site Agreement, and upon acceptance hereof by the City, W the Developer shall apply all requirements of the HOME program as required by federal law, 0 O rules and regulations in addition to all other requirements contained in the Master Agreement. _ J J_ LL Z [Continued on Next Page] as E U w r a Packet Pg. 148 11.b IN WITNESS WHEREOF, the undersigned have executed this Site Agreement as of the date z first above written. DEVELOPER: HOUSING PARTNERS 1, INC., a California 501(c)(3)public benefit corporation rn co c .N Date: By: c Clemente Mojica,Executive Director = O O O .a rn CITY OF SAN BERNARDINO z r 3 Date: By: � Mark Scott,City Manager d d rn a E _ .y 7 O 2 _ ti ti u'o m 2 X LU ca O N W t7 2 N O x J J LL 2 r _ d c Y Q Packet Pg. 149 I, ,drrrr�■r�rrrrrr 11.b in x a IN WITNESS WHEREOF the City and Developer have each executed this Agreement as of the ? date first written above. CITY OF SAN BERNARDINO N d it a) U) a� c Date: By: Andrea Miller,City Manager x0 0 0 s Approved as to Form: o Gary D. Saenz,City Attorney 0 z By: 3 r c E DEVELOPER as Neighborhood Partnership Housing Solutions, Inc. a a California 501(c)(3)public benefit corporation a� 0 a Date: By: c Clemente Mojica,Executive Director 0 0 x w Approved as to Form: ti By: m Legal Counsel for Developer = X W ad O Cn LU C7 z O 2 J J LL z c a1 E s v co a Packet Pg. 150 11.b a Attachment C to Master Agreement ? Total Development Cost Pro Forma Template L Cn _ .y O O O E L O .Q T 0 Z r 3 d E d d L as a E rn c .y 7 O 2 w _ ti ti Ln F- m 2 X W 06 O N W w 0 Z_ N n O 2 J J LL Z _ m Q Packet Pg. 151 11.b to x a z Total Development Cost Pro Forma (Address) v; Acguisition Cost L a� Purchase Price $ - Acquisition-price of property as-is co rn Closing Cost $ - Escrow and Title Fees,etc. O .N Appraisal $ - Third party appraisal of the property as-is O O 2 Subtotal Acuuisltion Cost a. $ - a _ O 0 r Construction Cost `0 Direct Construction $ - Cost estimated to complete scope of work t a� General Conditions $ - Cost of temporary utilities,toilets,fencing,lighting,etc. a) Profit/Overhead $ - General Contractor's Profit and Overhead w Contingency $ - Percentage of Construction,Gen.Conditions,and Profit/OH 3 c Subtotal Construction Cost b. $ - °' _. E W m Indirect Cost a Hazard Insurance $ - Insurance coverage for the rehab work preformed E Building Fees&Permits $ - Cost of obtaining construction permits etc. Lead Based Paint Risk 0 Assessment $ - Cost of Lead Based Paint o IL Asbestos and Mold Inspection $ Cost of Asbestos and Mold Report c Security During Construction $ - Intermediary fixed fee per homebuyer w Property Taxes $ - Taxes for the house incurred during holding period 0 Homebuyer Education Course Fee $ - Cost of enrollment in Homebuyer course for Qualified Homebuyer = c Subtotal Indirect Cost C. $ n Sales Cost Commissions $ - Brokerage commissions h— m Appraisal $ - Third party appraisal of property after rehab = Title&Escrow $ - Seller's side escrow and title fees W 06 Subtotal Sales Cost d. $ - O _ to LU W Developer.Fee e. $ - Developers Fee for managing project(fixed fee) 0 Z cn Total Development Cost f. $ The sum of a.,b.,c.,d.and e. O x J Final Sale Price g. $ - Estimated market value of home after construction J UL Z Amount Granted to Project $ - (f.-g.) (proposed) E �v a Packet Pg. 152 11.b a Attachment D to Master Agreement ? Project Timeline Template — ui d U 3 d U) C N 3 O 2 O O t O L 0 Z t .r C d d d Q E cC S U) O 2 C ti u� H 00 X W Ca O N W Q' Z V5 D O J J LL Z C d c r Q Packet Pg. 153 11.b Cn x Project Timellne z (Address) San Bernardino — Task d No. EvoenVActivit, Duration Start Date End Date U) c U) 1 Property Identified o x 2 Open Escrow v 3 Due Diligence Period o 4 Review and Execute Sub-agreements ` 0 5 Rehab Construction Drawings submitted(if applicable) 6 Schedule security .� 7 Schedule Job Walk z 8 Schedule Roof replacement 3 9 Schedule AIC repair c 10 Close Acquisition Escrow E 11 Transfer utilities to HPI 12 Install Security System a 13 Lead Paint/Asbestos and Environmental testing E M 14 Job walk 9:00 AM ` a� 15 Bids due 10:00 AM a` 16 Award bid rn c 17 Work begins y 18 Punch list 0 19 Construction complete — 20 Marketing of property 21 Identify Buyer and Qualify for Program Eligibility ti 22 Provide Homebuyer Education Certificate 23 Submit Homebuyer Application to Agency E- 24 Escrow Period m 25 Process and Record Loan Documents on behalf of buyer X 26 Close Escrow and Deliver Property to Homebuyer w 06 O N LU c� z D O x J J_ LL z c d E v Q Packet Pg. 154 11.b Attachment E to Master Agreement z Sources and Uses Schedule template ` ui Cn M C .y 0 x 0 0 r 0 .a r T CD z t .. 3 C 0 E d d rn Q E �a as c .N 0 x w C r� ti LO m_ x x LU Ca O N LU o; c� z V5 D 0 x J J U. z C d c Q Packet Pg. 155 11.b a. z Sources and Uses Schedule (ADDRESS) San Bernardino d U) Im Sources: Construction Uses:Construction HOME Acq./Rehab Loan $ - Acquisition Cost $ - c Deferred Developer Fee $ - Rehabilitation Cost $ a Other $ - Indirect Cost $ - 0 0 $ - Sale Cost $ - c $ - Developer Fee* $ - t $ - Other $ - m .0 $ - $ z Total $ - Total $ _ �3 c Sources: Permanent Uses: Permanent E E First Mortgage Loan $ - Acquisition Cost $ - Homebuyer Down payment $ - Rehabilitation Cost $ Q Down Payment Assistance $ - Indirect Cost $ - E HOME Loan Write-off $ - Sale Cost $ - Other $ - Developer Fee $ - ° IL $ - Other $ - c $ $ y Total $ - $ - _ c *Note:Equal to 10%of the total Development Cost recognized upon resale. ti ti r Ln F _m u2 W 0a O U) W fY z N O J J U_ z r c d t V Q Packet Pg. 156 11.b Attachment F to Master Agreement Z Developer Deed of Trust Form in M S 3 O x O O t O .Q L RM a) z t 3 d E as d rn Q E �o c O x w c ti H m_ x x w 08 O Cn LU O z O x J J LL z _ d Q Packet Pg. 157 11.b N x a Recording Requested by and z When Recorded Mail To: N CITY OF SAN BERNARDINO 215 North"D"Street,Third Floor San Bernardino,CA 92401 N Atti.:Economic Development c and Housing Department 0 x 0 Above Space For Recorder's Use Only °� 0 Document entitled to free recording per Govt. Code Section 6103 z s DEED OF TRUST,ASSIGNMENT OF RENTS. 3 SECURITY AGREEMENT AND FIXTURE FILING E a� d L THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT Q AND FIXTURE FILING ("Deed of Trust") is made as of by and between E NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES, INC., a California 501(c)(3) public benefit corporation("Trustor"), _ ("Trustee"); and THE CITY OF o SAN BERNARDINO, INC.,a municipal corporation("Beneficiary"), a rn c RECITALS o x A. Beneficiary is making a grant to Trustor in the original principal amount of w DOLLARS ($ ) ("Grant") pursuant to that certain unrecorded HOME Investment Partnerships Program (HOME) Infill Housing Development Master Agreement ("Master n Agreement") entered into by Trustor and Beneficiary and dated as of and that certain unrecorded Site Agreement (the"Site Agreement") entered into by Trustor and Beneficiary and dated as of Copies of the Master Agreement and the Site Agreement are on file with m Beneficiary as a public record. x LU B. Trustor shall use the Grant proceeds to acquire property for the development of, p and/or to develop, affordable housing as further described in the Master Agreement and the Site w Agreement (the "Project"). The property on which the Project will be developed is legally described in Attachment "1" to this Deed of Trust (the"Eligible Property"). z rn NOW THEREFORE, in consideration of the Grant, Trustor hereby irrevocably grants, O conveys, transfers and assigns to Trustee and to its successors and assigns, in trust for the benefit of Beneficiary, with power of foreclosure and right of entry and possession as provided below, LL all of its present and future estate, right, title and interest in and to the Eligible Property, and z grants to Beneficiary a security interest in the following: a� U lC Q Packet Pg. 158 11.b (A) All development rights, air rights, water,water rights, and water stock relating to the IL Eligible Property. _ (B) All present and future structures, buildings, improvements, appurtenances and fixtures of any kind on the Eligible Property, including but not limited to all apparatus, attached equipment and appliances used in connection with the operation or occupancy of the Eligible Property, such as heating and air-conditioning systems and facilities used to provide any utility a, services, ventilation, vehicular cleaning, storage or other services on the Eligible Property, and N all signage, carpeting and floor coverings, partitions, generators, screens, awnings, boilers, o furnaces, pipes, plumbing, vacuum systems, brushes, blowers, cleaning, call and sprinkler = systems, fire extinguishing apparatus and equipment,water tanks, air cooling equipment, and gas o 0 and electric machinery and equipment, it being intended and agreed that all such items will be o conclusively considered to be a part of the Eligible Property conveyed by this Deed of Trust, _ whether or not attached or affixed to the Eligible Property. T z (C) All appurtenances of the Eligible Property and all rights of Trustor in and to any w streets,roads or public places,easements or rights of way,relating to the Eligible Property. 3 c d (D) All of the rents, royalties,profits and income related to the Eligible Property, to the E extent not prohibited by any applicable law. a (E) All proceeds and claims arising on account of any damage to or taking of the Eligible E Property and all causes of action and recoveries for any loss or diminution in value of the ` Eligible Property. m (F) All existing and future goods, inventory, equipment and all other personal property 3 of any nature whatsoever now or hereafter located on the Eligible Property which are now or in 0 the future owned by Trustor and used in the operation or occupancy of the Eligible Property or in any construction on the Eligible Property but which are not effectively made real property under c Paragraph (B) above, including but not limited to all appliances, furniture and furnishings, building service equipment, and building materials, supplies, equipment, machinery, plumbing and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, roofing material and supplies, doors, paint, drywall, insulation, cabinets, t: ceramic material and supplies, flooring, attached appliances, fencing, landscaping and all other m x materials, supplies and property of every kind and nature. w Ca (G) All present and future accounts, general intangibles, chattel paper, contract rights, O deposit accounts, instruments and documents as those terms are defined in the California LU Uniform Commercial Code, now or hereafter relating or arising with respect to the Eligible 0 Property and/or the use thereof or any improvements thereto, including without limitation: (i)all z rights to the payment of money, including escrow proceeds arising out of the sale or other o disposition of all or any portion of the estate of Trustor upon the Eligible Property now or = hereafter existing thereon; (ii)all plans, specifications and drawings relating to the development J of the Eligible Property and/or any construction thereon; (iii) all use permits, licenses,occupancy z permits, construction and building permits, and all other permits and approvals required by any — governmental or quasi-governmental authority in connection with the development,construction, Q Packet Pg. 159 11.b in z a use, occupancy or operation of the Eligible Property; (iv)any and all agreements relating to the ? development, construction, use, occupancy and/or operation of the Eligible Property between Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, Ui laborer or supplier of materials; (v)all lease or rental agreements; (vi)all names under which the Eligible Property is now or hereafter operated or known and all rights to carry on business under any such names or any variant thereof; (vii) all trademarks relating to the Eligible Property cn and/or the development, construction, use, occupancy or operation thereof; (viii)all goodwill relating to the Eligible Property and/or the development, construction, use, occupancy or operation thereof; (ix)all reserves, deferred payments, deposits, refunds, cost savings, bonds, _ insurance policies and payments of any kind relating to the Eligible Property; (x)all loan o commitments issued to Trustor in connection with any sale or financing of the Eligible Property; o s (xi)all funds deposited with Beneficiary by Trustor, and all accounts of Trustor with 0 Beneficiary, including all accounts containing security deposits and prepaid rents paid to Trustor in connection with any leases of the Eligible Property, and all proceeds thereof; and (xii)all supplements,modifications and amendments to the foregoing. r (H) All of the right, title and interest of Trustor in and to all sales contracts of any nature whatsoever now or hereafter executed covering any portion of the Eligible Property, together with all deposits or other payments made in connection therewith. rn (I) All of the right, title and interest of Trustor in and to any construction plans and a specifications, building permits, and all other documents necessary for completion of M improvements to the Eligible Property. o a (J) All shares of stock or other evidence of ownership of any part of the Eligible c Property that is owned by Trustor in common with others, and all documents of membership in o any owners' or members' association or similar group having responsibility for managing or = operating any part of the Eligible Property. - c Trustor does hereby covenant with Trustee and Beneficiary, that Trustor has good right to bargain, sell and convey Trustor's interest in the Eligible Property in the manner and form as above written; and Trustor warrants and will defend said interest for the benefit of Beneficiary forever, against all lawful claims and demands whatsoever except as stated above. Fa X THIS DEED OF TRUST IS FOR THE PURPOSE OF SECURING: w ad The performance of each agreement of Trustor made in connection with the Eligible w Property, including without limitation the Master Agreement, the Site Agreement, that certain o: Housing Affordability Covenant entered into by and between Trustor and Beneficiary for the z purpose of ensuring the continued affordability of the Eligible Property,and all other agreements executed in connection with any of the foregoing agreements (collectively, the "Secured 0 Agreements"). _ J J TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY Z COVENANTS AND AGREES AS FOLLOWS: a� E t Q Packet Pg. 160 11.b 1. Pa\anent of Secured Oblivations. Trustor shall pay when due the principal IL Z and the interest on, any and all sums required to be paid by Trustor under the Secured 6 Agreements. E vi m 2. Maintenance Re,,ar._ Alterations. Trustor shall keep the Eligible Property > in good condition and repair; to complete promptly and in a good and workmanlike manner all N improvements to be constructed on the Eligible Property,including specifically all improvements described in the Master Agreement and the Site Agreement, and promptly restore in like manner U) any structure that may be damaged or destroyed thereon; to pay when due all claims for labor x° performed and materials fumished therefor, to comply with all laws, ordinances, regulations, 'a covenants, conditions and restrictions now or hereafter affecting the Eligible Property or any part $ thereof or requiring any alterations or improvements thereon;not to commit or permit any waste o or deterioration of the Eligible Property; to keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair, not to commit, suffer or permit,to the extent Trustor is able by the exercise of commercially reasonable best efforts, any Z act to be done in or upon the Eligible Property in violation of any law, ordinance or regulation. r 3 3. Insurance. Trustor shall provide, maintain at its expense and deliver to a Beneficiary at all times until completion in full of all obligations secured hereby, insurance as required by the Master Agreement, the Site Agreement or any of the other Secured Agreements. In the event of any loss or damage, Trustor shall give immediate notice thereof to Beneficiary, a and Beneficiary may thereupon make proof of such loss or damage, if the same is not promptly made by Trustor. Trustor and Beneficiary hereby agree to cooperate in making any adjustment and compromise of any loss covered by the aforementioned insurance policies upon the Eligible Property, and Trustor authorizes and empowers Beneficiary, at its option, to collect and receive the proceeds, and endorse checks and drafts issued therefor. Beneficiary agrees that in the event 3 of any loss covered by insurance policies on the Eligible Property subject to this Deed of Trust, x° provided there is not then existing any material default(or such existing default will be cured by = the proceeds of such insurance) in the observance or performance of any of the covenants and agreements contained herein or in the Secured Agreements,or in any other agreement with or for the benefit of the Beneficiary in connection with any obligation secured hereby, the proceeds of such insurance shall be used for the repair or restoration of the Eligible Property and will be disbursed in accordance with such protective terms and conditions as Beneficiary may ~ m reasonably impose. x w Trustor hereby fully assigns to Beneficiary all current and future claims it may 06 have under any policy of insurance related to the Eligible Property or the Project, regardless of 0 whether such insurance was required to be maintained under the Secured Agreements. Any and W all unexpired insurance shall inure to the benefit of and pass to the purchaser of the Eligible 0 Property at any foreclosure sale pursuant hereto. Z rn D Further, Beneficiary may at any time in its sole discretion require Trustor to = submit satisfactory evidence of insurance policies obtained pursuant to this Paragraph 3 and of Trustor's compliance with all the provisions of said policies. U. Z C W c Q Packet Pg. 161 11.b W x a 4. Lawsuits. Trustor shall appear in and defend, with counsel selected by Z Beneficiary, or otherwise take such action therein as Beneficiary and Trustee or either of them c may deem advisable with respect to any action or proceeding affecting the Eligible Property to y which Beneficiary or Trustee may be a party. 5. Beneficiii Statement. Trustor shall pay all charges for all legal fees or cn court costs and expenses which Beneficiary may elect to advance in order to keep unimpaired, c protect, and preserve the title to the Eligible Property or the improvements thereon; and to pay for any statement provided for by law in effect at the date hereof regarding the obligations = secured hereby, any amount demanded by the Beneficiary not to exceed the maximum allowed o by law at the time when said statement is demanded. 0 0 6. Condemnation. All judgments, awards of damages and settlements, rn hereafter made as a result of or in lieu of any condemnation or other proceedings for public use z of, or for any damage to, the Eligible Property or the improvements thereon, are hereby assigned to Beneficiary. If(i) Trustor is not then in material default hereunder (or such default will be 3 cured with the proceeds from the foregoing), and (ii) the taking is a partial taking, all proceeds for taking of or damage to the Eligible Property shall be applied to restoring the Eligible Property, if practicable, as reasonably determined by Beneficiary. In the event(i)Trustor is then in material default hereunder (and such default will not be cured with the proceeds of the a foregoing), (ii) the taking is a total taking, or (iii) the taking is a partial taking and Beneficiary has reasonably determined that restoration of the Eligible Property is not practicable, the proceeds shall be paid to Beneficiary to the extent of those monies due and owing from Trustor o to Beneficiary under any of the Secured Agreements, and Beneficiary is hereby authorized to a. receive such monies. Trustor agrees to execute such further assignments of any such award, judgment or settlement which may be received by Trustor. Beneficiary may apply any and all o such sums to the obligations secured hereby in such manner as it elects or,at its option,the entire x amount so received by it or any part thereof may be released. Neither the application nor the release of any such sums shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 7. Permitted Acts_of Beneficiar . Without affecting the liability of any person, including Trustor (other than any person released pursuant hereto), for the payment of m any indebtedness secured hereby, Beneficiary is authorized and empowered as follows: x Beneficiary may at any time, and from time to time, either before or after the maturity of the W obligations secured hereby, and without notice (a) release any person liable for the payment of o any of the indebtedness, (b)make any agreement extending the time or otherwise altering the w terms of payment of any of the indebtedness, (c) accept additional security therefor of any kind, or(d)release any property,real or personal, securing the indebtedness. z rn 8. Reconve L ance of Eli: 'ble Pro; ert Upon written request of Beneficiary p stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust x J and the Note to Trustee for cancellation and retention, and upon payment of its fees, Trustee J shall reconvey, without warranty, the Eligible Property then held hereunder. The recitals in such z reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The t U Q Packet Pg. 162 11.b grantee in such reconveyance may be described as "the person or persons legally entitled Z thereto." d 9. Default and Trustee's Sale. Upon the occurrence of an"Event of Default" under this Deed of Trust (as defined in Section 17 below) Beneficiary may declare all principal remaining unpaid, all interest then earned and remaining unpaid, and all sums other than principal or interest secured hereby, immediately due and payable and may proceed to exercise N the power of sale granted by this Deed of Trust by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold o said Eligible Property, which notice Trustee shall cause to be filed for record. Beneficiary also x shall deposit with Trustee this Deed of Trust and all documents evidencing expenditures secured c hereby. 0 .0 After the lapse of such time as may then be required by law following the P recordation of said notice of default,Trustee shall cause a notice of sale to be published,posted, z mailed, and recorded as required by statute. Said notice of sale shall contain the notice: "NOTICE: THIS PROPERTY IS ENCUMBERED BY AFFORDABILITY COVENANTS"; 3 however, failure to include said notice shall not affect the validity of any publication,posting,or mailing of said notice of sale or the validity of any sale based thereon. Thereafter, within the E time and in the manner required by statute Trustee, without demand on Trustor, shall sell the Eligible Property at the time and place fixed by it in said notice of sale, either as a whole or in Q separate parcels, and in such order as it may determine, at public auction to the highest bidder for E cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Eligible 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 fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying y the Eligible Property so sold, but without any covenant or warranty, express or implied. Said o deed shall contain the notice: "NOTICE: THIS PROPERTY IS ENCUMBERED BY = AFFORDABILITY COVENANTS"; however, failure to include said notice shall not affect the validity of any sale. 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,including cost of evidence m of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: first, all w sums expended by Beneficiary under the terms hereof or under any of the Secured Agreements 06 and not then repaid, with accrued interest as specified in said agreements; second, all other sums p then secured hereby; and the remainder,if any,to the person or persons legally entitled thereto. w 10. Substitute Trustees. Beneficiary, or any successor in ownership of any z obligation secured hereby, may from time to time, by instrument in writing, substitute a N M successor or successors to any Trustee named herein or acting hereunder, which instrument, _ executed by Beneficiary and duly acknowledged and recorded in the Office of the Recorder of the County of San Bernardino, and otherwise complying with the provisions of California Civil J LL Code Section 2934a, or any successor section, shall be conclusive proof of proper substitution of z such successor Trustee or Trustees,who shall,without conveyance from the Trustee predecessor, a� w a, Packet Pg. 163 11.b x a. succeed to all its title, estate, right, powers and duties. Said instrument must contain the name of ? the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded,and the name and address of the new Trustee. — vi d 11. Successors Bound. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, rn assigns, trustees and receivers. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. ° x v 12. Evidence of Title. If, because of any default hereunder, or because of the s°o filing or contemplated filing of any legal proceedings affecting the Eligible Property,Beneficiary o deems it necessary to obtain an additional evidence of title or to cure any defect in title, Beneficiary may procure such evidence or cure such defect, pay the cost thereof, and shall have •2 an immediate claim against Trustor therefor, together with a lien upon the Eligible Property for Z the amount so paid, with interest at the Deferral Rate. Beneficiary is further authorized to 3 require an appraisal ofthe Eligible Property at any time that Beneficiary may reasonably request. a) 13. Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived by Trustor, to Q the full extent permissible by law. �a 14. Severability. The invalidity of any one or more covenants, phrases, o ' clauses, sentences, paragraphs or sections of this Deed of Trust shall not affect the remaining a` portions of this Deed of Trust or any part hereof and this Deed of Trust shall be construed as if c such invalid covenants, phrases, sentences, paragraphs or sections, if any, had not been inserted herein. ° x 15. Order of Application. If any obligation secured hereby is now or hereafter becomes further secured by a security agreement, deed of trust, pledge, contract of guaranty or other securities in addition to the security provided to Beneficiary by this Deed of Trust, Beneficiary may to the full extent allowed by law, at its option,exhaust any one or more of said securities as well as the security hereunder, either concurrently or independently and in such m order as it may determine, and may apply the proceeds received upon the obligations secured hereby without affecting the status of, or waiving any right to exhaust, all or any other security w including the security thereunder, and without waiving any breach or default in any right or 06 power, whether exercised hereunder or contained herein,or in any such other security. w 156. Covenants of Trustor. z U) a. Audit b, State and/or Federal Azencies. In the event the Master 0 Agreement or any agreement executed in connection therewith is subjected to audit, monitoring = or other inspections by any appropriate state and/or federal agency, Trustor shall comply with such investigations and pay, on behalf of itself and Beneficiary, any amount of the cost to the Z investigating agency of such investigations as may be required by law (unless such investigation C a) �a w Q Packet Pg. 164 11.b and any resulting liability arise solely from the gross negligence or willful misconduct of Z Beneficiary). d C b. Prot,am Evaluation and Review Trustor shall allow Beneficiary'sCD authorized personnel to inspect and monitor its facilities and program operations as they relate to the Project or the Eligible Property, including the interviewing of Trustor's staff and other en program participants, as reasonably required by Beneficiary during the term of the Master rn Agreement or any agreement executed in connection therewith. N 0 17. Default. Trustor shall be in default under this Deed of Trust upon any of the = following events which, if not cured within the applicable cure period provided, if any, shall °o constitute an event of default hereunder("Event of Default"): 0 r a. The failure of Trustor to pay or perform any monetary covenant or T obligation hereunder or under the terms of any of the Secured Agreements or any document z executed in connection therewith, without curing such failure within ten (10) calendar days the date such payment is due. 3 c a� b. The failure of Trustor to perform any nonmonetary covenant or E obligation hereunder or under the terms of any of the Secured Agreements or any document executed in connection therewith, without curing such failure within thirty(30) calendar days a after receipt of written notice of such default from Beneficiary(or from any party authorized by E Beneficiary to deliver such notice as identified by Beneficiary in writing to Trustor) specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a 30-day period, it shall be deemed cured if Trustor 3 commences the cure within said 30-day period and diligently prosecutes such cure to completion x0 thereafter. Notwithstanding anything herein to the contrary, the herein described notice — requirements and cure periods shall not apply to any Event of Default described in Section 17(e) c through 17(g)below; r ti C. The material falsity of any representation, or the breach of any warranty or covenant, made by Trustor under the terms of this Deed of Trust, the Secured t: CO Agreements, or any other document executed in connection therewith; X W d. Trustor, or any constituent member or partner or majority Ca shareholder of Trustor, shall (i) apply for or consent to the appointment of a receiver, trustee, 0 liquidator or custodian or the like of its property, (ii) fail to pay or admit in writing its inability to w W pay its debts generally as they become due, (iii)make a general assignment for the benefit of 0 creditors,(iv)be adjudicated a bankrupt or insolvent or(v)commence a voluntary case under the Z Federal bankruptcy laws of the United States of America or file a voluntary petition that is not o withdrawn within ten (10) days of the filing thereof or answer seeking an arrangement with = creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any b.2n4-uptcy or LL z insolvency proceeding; — c m a Packet Pg. 165 11.b U) C. If without the application, approval or consent of Trustor, a z proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, in respect of Trustor or any constituent member or partner or majority shareholder of C Trustor, for an order for relief or an adjudication in bankruptcy, a composition or arrangement o with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of Trustor or of all or any substantial part of Trustor's assets, or other like relief in respect thereof under any bankruptcy or insolvency law,and, if such proceeding is being contested by Trustor, in good faith, the same shall (i)result in the entry of an order for relief or in any such adjudication or appointment, or (ii)continue undismissed, pending, and unstayed, for any period of ninety(90)consecutive days; 0 0 f. Trustor shall suffer or attempt to effect a "Transfer" (as defined in o Section 31 below) other than in full compliance with the terms of this Deed of Trust. z a� g. Trustor shall be in default under the Housing Affordability z Covenant, unless the default is cured or waived within the cure period, if any, applicable thereto w under the terms of the obligation which is in default;or 3 c a� h. Voluntary cessation of the operation of the Project during the construction phase for a continuous period of more than thirty (30) calendar days or the tM involuntary cessation of the operation of the Project during the construction phase in accordance Q with this Deed of Trust for a continuous period of more than sixty(60)calendar days. M 18. Breach b Trustor Cure bN; Beneficia or Trustee. In the event of a Trustor's failure to comply with any or all of the promises and agreements set forth in this Deed of Trust and the Secured Agreements or to make any payment or to do any act as provided in this Deed of Trust or the Secured Agreements, then Beneficiary or Trustee, but without obligation to 0 do so and without notice to or demand upon Trustor and without releasing Trustor from any such - obligation, may make or do the same in such manner and to such extent as either in its sole judgment may deem necessary to protect the security hereof (including, without limitation, to procure insurance and pay the premiums therefor; to pay unpaid water rents, sewer service charges, and other governmental or municipal charges and rates, and all or any part of the unpaid taxes, assessments, and reassessments, if in its judgment the same are just and valid; to pay the ~ cost of appraisals, reappraisals, and extensions of title; to enter or have its agents enter upon the Eligible Property whenever reasonably necessary for the purpose of inspecting the Eligible W Property or making repairs or installations as it deems necessary to preserve the Eligible Property 06 or to protect the same from vandalism, without thereby becoming liable as a trespasser or 0 mortgagee or beneficiary in possession, and to pay for such repairs and installations). W Beneficiary and Trustee are hereby authorized to enter upon the Eligible Property for such 0 purposes; to appear in and defend any action or proceeding purporting to affect the security Z Cn hereof or the rights or powers of Beneficiary or Trustee;to pay, purchase, contest or compromise 0 any encumbrance, charge or lien which in the judgment of either appears to be prior or superior x hereto; and, in exercising any such powers, to pay necessary expenses, employ counsel of its � choice, and pay the reasonable fees of such counsel. Trustor agrees to pay immediately and z without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and agrees that Beneficiary a Packet Pg. 166 11.b or Trustee, as the case may be, shall have a lien upon the Eligible Property for the sums so IL expended and such interest thereon. ci c 19. Personal Prol}ert°, Securit, Agreement. All property covered by this Deed of Trust shall be deemed to constitute real property or interests in real property to the maximum extent permitted under applicable law. To the extent that any tangible property, equipment or Cn other property covered by this Deed of Trust constitutes personal property, such personal c property shall constitute additional security. This Deed of Trust shall create in Beneficiary a security interest in such personal property and shall in respect thereof constitute a security o agreement (the "Personal Property Security Agreement"). Beneficiary shall be entitled to all of _0 the rights and remedies in respect of any personal property included in the Eligible Property 0 covered by this Deed of Trust that are afforded a secured party under the Uniform Commercial o Code and other applicable law. At Beneficiary's request, Trustor will at any time and from time to time furnish Beneficiary for filing financing statements signed by Trustor in form satisfactory a' to Beneficiary. Trustor acknowledges and agrees that thirty (30) days' notice as to the time, z place and date of any proposed sale of any personal property shall be deemed reasonable for all purposes. Trustor agrees that the Security Agreement created hereby shall survive the 3 termination or reconveyance of this Deed of Trust unless Beneficiary executes documentation expressly terminating the Personal Property Security Agreement. rn 20. Assumption of Liabili,,. Except as provided in Section 31, the assumption of a liability for the performance of the obligations hereby secured, by any successor in interest to Trustor in the Eligible Property shall not release Trustor from any liability Trustor has hereunder or under the other Secured Agreements for the performance of such obligations or the repayment of any sums advanced under and secured by this Deed of Trust. Any forbearance or indulgence of Beneficiary, or extensions of time for the performance of all or any part of the obligations 3 secured hereby, or the release of a part of the Eligible Property from the lien of this Deed of C M Trust, for or without consideration, shall not in any manner diminish or reduce the liability of = Trustor (subject to the nonrecourse provisions of Section 25) for the performance of the obligations now or hereafter secured hereby. Any payment made in satisfaction of any such obligation shall be deemed to have been made on behalf and for the benefit of all parties obligated to pay the same. H m 21. Future Advances. Upon the request of Trustor or its successor in ownership of = the Eligible Property, Beneficiary may, at its option, advance funds to Trustor or its successors in W ownership, and the sums advanced, with interest as permitted by law, shall be secured by this xs Deed of Trust. If Beneficiary, at its option, shall make an advance as aforesaid, Trustor or its N successors in ownership agree to execute and deliver to Beneficiary a note to evidence the same, LU payable on such terms as Beneficiary shall require. z in Trustor further acknowledges and agrees that to secure the payment of any such M future advances Beneficiary shall also have a lien upon all other personal property and securities x now or hereafter in its possession belonging to Trustor; that all rights,powers and remedies con- J J ferred upon Beneficiary herein are in addition to each and every other right which Beneficiary z has hereunder; that all rights, powers and remedies conferred upon Beneficiary in equity or by r law may be enforced concurrently therewith; that Beneficiary shall be subrogated to the rights Packet Pg. 167 11.b x Cn and seniority of any prior lien paid or released by reason of any such future advances; and that Z each and all of the covenants, agreements, and provisions hereof shall bind and inure to the benefit of the respective heirs, executors, administrators, successors, and assigns of Trustor and Beneficiary herein, and all others who subsequently acquire any right, title, or interest in the Eligible Property,or to this Deed of Trust and the indebtedness secured hereby. a� 22. Captions. The captions of the sections of this Deed of Trust are for convenience only and shall not be considered in resolving questions of interpretation or N construction. 0 x 23. Estoppel Certificates. Trustor shall from time to time at Beneficiary's request o furnish Beneficiary or any person designated by Beneficiary a certified statement in form reasonably satisfactory to Beneficiary confirming as of the date of the certificate Trustor is not in default hereunder ( or describing any default), and stating that Trustor has no defense, right of setoff or counterclaim in the payment of any indebtedness, or any part thereof, or the observance z or performance of any obligation (or describing any such defense, set off or counterclaim). Any purchaser or assignee of any of the Secured Agreements or this Deed of Trust or any interest 3 Y therein may rely on such certificate. E a� 24. Oblit_ation Nonrecourse. Except to the extent any Event of Default hereunder tM results directly or indirectly from any fraud or intentional and material misrepresentation by Q Trustor in connection with the Secured Agreements, the Secured Agreements are nonrecourse E obligations of Trustor and in the event of the occurrence of an Event of Default, Beneficiary's o only recourse under this Deed of Trust shall be against the Eligible Property, the proceeds a` thereof, the rents and other income arising from its use and occupancy as provided in this Deed of Trust, and any other collateral given to Beneficiary as security for performance of the Secured Agreements. _ 25. Fixture Filinc. This Deed of Trust is also a fixture filing with respect to the personal property which is or is to become fixtures on the Eligible Property, and is to be recorded in the real property records of San Bernardino County,California. ti 26. Assn-mment of Rents. All of the existing and future rents, royalties, income, - --- -- -_ 'm and profits of the Eligible Property that arise from its use or occupancy are hereby absolutely and = presently assigned to Beneficiary. However, until Trustor is in default under this Deed of Trust, X w Trustor will have a license to collect and receive those rents, royalties, income and profits. Upon any Event of Default by Trustor, Beneficiary may terminate Trustor's license in its discretion, at 0 any time, without notice to Trustor, and may thereafter collect the rents, royalties, income and we: profits itself or by an agent or receiver. No action taken by Beneficiary to collect any rents, 0 royalties, income or profits will make Beneficiary a "mortgagee-in-possession" of the Eligible Z Cn Property, unless Beneficiary personally or by agent enters into actual possession of the Eligible Property. Possession by a court-appointed receiver will not be considered possession by X Beneficiary. All rents, royalties, income and profits collected by Beneficiary or a receiver will be J applied first to pay all expenses of collection, and then to the payment of all costs of operation z and management of the Eligible Property, and then to the satisfaction of the debts and obligations - secured by the Deed of Trust in whatever order Beneficiary directs in its E v a Packet Pg. 168 11.b CL absolute discretion and without regard to the adequacy of its security. If required by Beneficiary, Z each lease or occupancy agreement affecting any of the Eligible Property must provide, in a manner approved by Beneficiary, that the tenant will recognize as its lessor any person — succeeding to the interest of Trustor upon any foreclosure of this Deed of Trust. The expenses (including any receivers' fees, costs of and compensation to any agent appointed by Beneficiary, counsel fees, and disbursements) incurred in taking possession and making such collection, shall Cn be deemed a portion of the obligations secured by this Deed of Trust. The entering upon and c taking possession of the Eligible Property, and/or the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default = hereunder or invalidate any act done pursuant to such notice. Beneficiary may exercise any one c or more of the remedies in this section without waiving its right to exercise any such remedies c again or for the first time in the future. The foregoing shall be subject to the provisions of o applicable law. as 27. A, Oicable Law. This Deed of Trust shall be governed by, and construed Z in accordance with,the laws of the State of California. 3 r c 28. Approvals. Except with respect to those matters set forth hereinabove providing for Beneficiary's approval, consent or determination to be at Beneficiary's "sole discretion" or "sole and absolute discretion," Beneficiary hereby agrees to act reasonably with a regard to any approval, consent, or other determination given by Beneficiary hereunder. < Beneficiary agrees to give Trustor written notice of its approval or disapproval following submission of items to Beneficiary for approval, including, in the case of any disapproved item, the reasons for such disapproval. Any consent to a transfer under Section 31 of this Deed of Trust, and any other consent or approval by Beneficiary under this Deed of Trust or any of the c Secured Agreements may be given by Beneficiary's City Manager or his or her designee without action of Beneficiary's governing board unless the City Manager or his or her designee in his or = her sole discretion elects to refer the matter to the board. _ 4- c 29. Good_Faith and Fair Dealin. Beneficiary and Trustor agree to perform all of their obligations and the actions required of each hereunder in good faith and in accordance with fair dealing. m 30. Assigliiment of Interest. X LU a. Without the prior written approval of Beneficiary, which approval °'a Beneficiary may grant or withhold in its sole and absolute discretion, Trustor shall not (i) sell, ii v ui encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Eligible Property or the Project; (ii) permit the Transfer of any portion of its ownership z and/or control; or (iii) Transfer any of its rights or obligations under the Secured Agreements. in Trustor hereby agrees that any purported Transfer not approved the Beneficiary as required o herein shall be ab initio null and void, and no voluntary or involuntary successor to any interest = of Trustor under such a proscribed Transfer shall acquire any rights pursuant to the Secured Agreements or this Deed of Trust. Z :.o c Packet Pg. 169 11.b in x a b. At any time Trustor desires to effect a Transfer hereunder, Trustor ? shall notify Beneficiary in writing(the"Transfer Notice") and shall submit to Beneficiary for its prior written approval (i) all proposed agreements and documents (collectively, the "Transfer — Documents") memorializing, facilitating, evidencing and/or relating to the circumstances sur- rounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Trustor and the proposed transferee to Beneficiary sufficient to establish and ensure that all requirements of this Section 31 have been and will be met. No Transfer Documents shall be approved by Beneficiary unless they expressly provide for the assumption by the proposed transferee of all of Trustor's obligations under the Secured Agreements and this 0 Deed of Trust. The Transfer Notice shall include a request that Beneficiary consent to the o proposed Transfer and shall also include a request that Trustor be released from further 0 obligations under the Secured Agreements and this Deed of Trust. Beneficiary agrees to make o its decision on Trustor's request for consent to such Transfer as promptly as possible, and in any event not later than thirty (30) calendar days after Beneficiary receives the last of the items required by this Section 31. In the event Beneficiary consents to a proposed Transfer,then such Z Transfer shall not be effective unless and until Beneficiary receives copies of all executed and 3 binding Transfer Documents,which Transfer Documents shall conform to the proposed Transfer Documents originally submitted by Trustor to Beneficiary. From and after the effective date of any such Transfer, Trustor shall be released from its obligations under this Deed of Trust and the Secured Agreements accruing subsequent to such effective date. a c. Notwithstanding anything in this Deed of Trust to the contrary, M Trustor agrees that it shall not he permitted to make any Transfer, whether or not Beneficiary's o consent is required therefor and even if Beneficiary has consented thereto, if there exists an a Event of Default under this Deed of Trust at the time the Transfer Notice is tendered to c Beneficiary or at any time thereafter until such Transfer is to be effective. 0 M d. The provisions of this Section 31 shall apply to each successive = w Transfer and proposed transferee in the same manner as initially applicable to Trustor under the terms set forth herein. m [Continued on Next Page] x W 06 O w Q: C7 Z W D O x J J LL Z c a� U l4 r Q Packet Pg. 170 11.b IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the Z date first above written. TRUSTOR: NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES,INC.,a California 501(c)(3)public benefit N corporation, rp , as c .N O Date: Byr. _ Clemente Mojica,Executive Director c `O .a CITY OF SAN BERNARDINO as el z t r Dale: By: 3 Andrea M.Miller, City Manager d a� Q E a� .N 7 O _ n F- _m X W ca O N W z N O x J J LL z _ d r Q Packet Pg. 171 11.b U) x ATTACHMENT 1 TO DEED OF TRUST Z c Legal Descriptlon d Cn tm Real property in the City of San Bernardino, County of San Bemardino, State of California, y described as follows: 0 x a 0 0 0 t rn APN: z s r Address: ,San Bernardino. CA 3 c d E d d rn a E 0 L _ a c U) 0 O x 4- Ln Ln H m x x W Cd O U) W W 0 Z N O x J J LL Z c d v m I a Packet Pg. 172 IL Attachment G to Master Agreement z U C Qualified Homebuyer Deed of Trust form 3 L Cn in 7 O .a O O s L O .Q t as z t Y 3 Y d L Q C R L .y O O w C ti ti H m 2 X w 06 O U) w c� z O x J J LL Z C d c Q Packet Pg. 173 11.b Cn x a Recording Requested by and ? When Recorded Mail To: N CITY OF SAN BERNARDINO Office of the City Manager 290 North"D"Street,Third Floor Cn San Bernardino, CA 92401 c Attn.: Housing Division 0 x 0 Above Space For Recorder's Use Only 0 Document entitled to free recording per Govt. Code Section 6103 ( UALIFIED HOMEBUYER t DEED OF TRUST. ASSIGNMENT OF RENTS. 3 SECURI'T'Y AGREEMENT AND FIXTURE FILING c E a� d THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT a AND FIXTURE FILING ("Deed of Trust") is made as of by and between E ("Trustor"), ("Trustee'); and THE CITY OF SAN BER_NARDINO,INC., a municipal corporation("Beneficiary"). o a as RECITALS E 0 A. Trustor has acquired or will acquire an affordable single-family dwelling that has = been constructed or reconstructed using funding provided by Beneficiary in the form of a grant w in the original principal amount of DOLLARS ($ ) ("Grant")pursuant to that certain . unrecorded HOME Investment Partnerships Program (HOME) Infill Housing Development ti Master Agreement ("Master Agreement") entered into between Beneficiary and Neighborhood Partnership Housing Services, Inc., a California 501(c)(3) public benefit corporation ("Developer") and dated as of and that certain unrecorded Site Agreement (the "Site m Agreement") entered into between Beneficiary and Developer and dated as of Copies of X the Master Agreement and the Site Agreement are on file with Beneficiary as a public record. w Ca O B. The property acquired or to be acquired by Trustor is legally described in w Attachment"1"to this Deed of Trust(the"Eligible Property"). Z C. The Grant funds were provided to Beneficiary by the United States Department of Cn Housing and Urban Development ("HUD") pursuant to the HOME Investment Partnerships O Program ("HOME"). By virtue of Beneficiary's investment of the Grant funds for the improvement of the Eligible Property,HOME regulations require that the continued affordability of the Eligible Property be preserved through HOME Program Housing Affordability Covenants z and Restrictions (collectively referred to herein as the"Affordable Housing Covenant") executed by Trustor in favor of Beneficiary. The purpose of this Deed of Trust is to secure Trustor's 0 1 Q Packet Pg. 174 11.b performance of all agreements between Beneficiary and Trustor,including without limitation the Z Affordable Housing Covenant. c NOW THEREFORE, in consideration of the Grant, Trustor hereby irrevocably grants, conveys,transfers and assigns to Trustee and to its successors and assigns, in trust for the benefit of Beneficiary, with power of foreclosure and right of entry and possession as provided below, Cn all of its present and future estate, right, title and interest in and to the Eligible Property, and grants to Beneficiary a security interest in the following: 0 (A) All development rights, air rights,water,water rights, and water stock relating to the = Eligible Property. o L (B) All present and future structures, buildings, improvements, appurtenances and fixtures of any kind on the Eligible Property, including but not limited to all apparatus, attached a� equipment and appliances used in connection with the operation or occupancy of the Eligible z Property, such as heating and air-conditioning systems and facilities used to provide any utility services, ventilation, vehicular cleaning, storage or other services on the Eligible Property, and 3 all signage, carpeting and floor coverings, partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, vacuum systems, brushes, blowers, cleaning, call and sprinkler d systems, fire extinguishing apparatus and equipment, water tanks, air cooling equipment, and gas and electric machinery and equipment, it being intended and agreed that all such items will be a conclusively considered to be a part of the Eligible Property conveyed by this Deed of Trust, R whether or not attached or affixed to the Eligible Property. (C) All appurtenances of the Eligible Property and all rights of Trustor in and to any streets,roads or public places,easements or rights of way,relating to the Eligible Property. U, 0 0 All of the rents, royalties, profits and income related to the Eligible Pro = (D) y gi Property, to the _ extent not prohibited by any applicable law, (E) All proceeds and claims arising on account of any damage to or taking of the Eligible Property and all causes of action and recoveries for any loss or diminution in value of the Eligible Property. m x (F) All existing and future goods, inventory, equipment and all other personal property w of any nature whatsoever now or hereafter located on the Eligible Property which are now or in ,e the future owned by Trustor and used in the operation or occupancy of the Eligible Property or in N any construction on the Eligible Property but which are not effectively made real property under LU Paragraph (B) above, including but not limited to all appliances, furniture and furnishings, building service equipment, and building materials, supplies, equipment, machinery, plumbing z and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, roofing material and supplies, doors, paint, drywall, insulation, cabinets, _ ceramic material and supplies, flooring, attached appliances, fencing, landscaping and all other J materials, supplies and property of every kind and nature. UL z Y d 2 Y Q Packet Pg. 175 11.b in x a. (G) All present and future accounts, general intangibles, chattel paper, contract rights, ? deposit accounts, instruments and documents as those terms are defined in the California J Uniform Commercial Code, now or hereafter relating or arising with respect to the Eligible — Property and/or the use thereof or any improvements thereto, including without limitation: (i)all W rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the estate of Trustor upon the Eligible Property now or hereafter existing thereon; (ii) all plans, specifications and drawings relating to the development of the Eligible Property and/or any construction thereon; (iii) all use permits, licenses,occupancy permits, construction and building permits, and all other permits and approvals required by any = governmental or quasi-governmental authority in connection with the development,construction, o use, occupancy or operation of the Eligible Property; (iv) any and all agreements relating to the °c development, construction, use, occupancy and/or operation of the Eligible Property between o Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v)all lease or rental agreements; (vi)all names under which the Eligible Property is now or hereafter operated or known and all rights to carry on business under z any such names or any variant thereof; (vii) all trademarks relating to the Eligible Property 3 and/or the development, construction, use, occupancy or operation thereof, (viii)all goodwill relating to the Eligible Property and/or the development, construction, use, occupancy or E operation thereof; (ix)all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Eligible Property; (x)all loan a commitments issued to Trustor in connection with any sale or financing of the Eligible Property; (xi)all funds deposited with Beneficiary by Trustor, and all accounts of Trustor with Beneficiary, including all accounts containing security deposits and prepaid rents paid to Trustor o L- in connection with any leases of the Eligible Property, and all proceeds thereof; and (xii)all a` supplements,modifications and amendments to the foregoing. c .y 7 (H) All of the right, title and interest of Trustor in and to all sales contracts of any nature = whatsoever now or hereafter executed covering any portion of the Eligible Property, together ; with all deposits or other payments made in connection therewith. ti (I) All of the right, title and interest of Trustor in and to any construction plans and specifications, building permits, and all other documents necessary for completion of improvements to the Eligible Property. m_ x (J) All shares of stock or other evidence of ownership of any part of the Eligible w Property that is owned by Trustor in common with others, and all documents of membership in 06 any owners' or members' association or similar group having responsibility for managing or w operating any part of the Eligible Property. a! z Trustor does hereby covenant with Trustee and Beneficiary,that Trustor has good right to vn bargain, sell and convey Trustor's interest in the Eligible Property in the manner and form as p above written; and Trustor warrants and will defend said interest for the benefit of Beneficiary x forever, against all lawful claims and demands whatsoever except as stated above. � LL z THIS DEED OF TRUST IS FOR THE PURPOSE OF SECURING: c a� E 3 a Packet Pg. 176 11.b The performance of each agreement of Trustor made in connection with the Eligible Z Property, including without limitation the Affordable Housing Covenant entered into by and between Trustor and Beneficiary for the purpose of ensuring the continued affordability of the Eligible Property, and all other agreements executed in connection with any of the foregoing agreements(collectively, the"Secured Agreements"). d TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS: E .y 0 1. Pa ent of Secured Obligations. Trustor shall pay when due the principal = of, and the interest on, any and all sums required to be paid by Trustor under the Secured o Agreements. `0 2. Maintenance.Reliair Alterations. Trustor shall keep the Eligible Property w in good condition and repair; to complete promptly and in a good and workmanlike manner all Z improvements to be constructed on the Eligible Property, including specifically all improvements r described in the Master Agreement and the Site Agreement, and promptly restore in like manner 3 any structure that may be damaged or destroyed thereon; to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws, ordinances, regulations, E covenants,conditions and restrictions now or hereafter affecting the Eligible Property or any part d thereof or requiring any alterations or improvements thereon; not to commit or permit any waste Q or deterioration of the Eligible Property; to keep and maintain abutting grounds, sidewalks, E roads, parking and landscape areas in good and neat order and repair, not to commit, suffer or permit, to the extent Trustor is able by the exercise of commercially reasonable best efforts, any act to be done in or upon the Eligible Property in violation of any law,ordinance or regulation. .y 3. Insurance. Trustor shall provide, maintain at its expense and deliver to 0 Beneficiary at all times until completion in full of all obligations secured hereby, property = insurance covering the Eligible Property, in form appropriate for the nature of the property, covering all risks of loss, excluding earthquake, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to Beneficiary, naming Beneficiary as a loss payee, as its interests may appear, and such further insurance as may be required by any of 'n the Secured Agreements. In the event of any loss or damage, Trustor shall give immediate notice thereof to Beneficiary, and Beneficiary may thereupon make proof of such loss or damage, if the 0° same is not promptly made by Trustor. Trustor and Beneficiary hereby agree to cooperate in w making any adjustment and compromise of any loss covered by the aforementioned insurance ,s policies upon the Eligible Property, and Trustor authorizes and empowers Beneficiary, at its N option, to collect and receive the proceeds, and endorse checks and drafts issued therefor. wo: Beneficiary agrees that in the event of any loss covered by insurance policies on the Eligible Property subject to this Deed of Trust,provided there is not then existing any material default(or Z such existing default will be cured by the proceeds of such insurance) in the observance or M performance of any of the covenants and agreements contained herein or in the Secured = Agreements, or in any other agreement with or for the benefit of the Beneficiary in connection -J with any obligation secured hereby,the proceeds of such insurance shall be used for the repair or LL restoration of the Eligible Property and will be disbursed in accordance with such protective terms and conditions as Beneficiary may reasonably impose. CD4 Q Packet Pg. 177 11.b a Cn z Trustor hereby fully assigns to Beneficiary all current and future claims it may have under any policy of insurance related to the Eligible Property, regardless of whether such insurance was required to be maintained under the Secured Agreements. Any and all unexpired insurance shall inure to the benefit of and pass to the purchaser of the Eligible Property at any foreclosure sale pursuant hereto. Cn rn Further, Beneficiary may at any time in its sole discretion require Trustor to submit satisfactory evidence of insurance policies obtained pursuant to this Paragraph 3 and of i Trustor's compliance with all the provisions of said policies. o 0 t 4. Lawsuits. Trustor shall appear in and defend, with counsel selected by 0 Beneficiary, or otherwise take such action therein as Beneficiary and Trustee or either of them may deem advisable with respect to any action or proceeding affecting the Eligible Property to z which Beneficiary or Trustee may be a party. Z 3 5. Beneficiary_Statement. Trustor shall pay all charges for all legal fees or court costs and expenses which Beneficiary may elect to advance in order to keep unimpaired, E protect, and preserve the title to the Eligible Property or the improvements thereon; and to pay for any statement provided for by law in effect at the date hereof regarding the obligations Q secured hereby, any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. a� 0 6. Condemnation. All judgments, awards of damages and settlements, 0- hereafter hereafter made as a result of or in lieu of any condemnation or other proceedings for public use c of,or for any damage to, the Eligible Property or the improvements thereon, are hereby assigned o to Beneficiary. If(i) Trustor is not then in material default hereunder (or such default will be x cured with the proceeds from the foregoing), and (ii) the taking is a partial taking, all proceeds for taking of or damage to the Eligible Property shall be applied to restoring the Eligible Property,if practicable, as reasonably determined by Beneficiary. In the event(i)Trustor is then in material default hereunder (and such default will not be cured with the proceeds of the foregoing), (ii) the taking is a total taking, or (iii) the taking is a partial taking and Beneficiary has reasonably determined that restoration of the Eligible Property is not practicable, the m_ proceeds shall be paid to Beneficiary to the extent of those monies due and owing from 'Trustor = X to Beneficiary under any of the Secured Agreements, and Beneficiary is hereby authorized to W receive such monies. Trustor agrees to execute such further assignments of any such award, oe O judgment or settlement which may be received by Trustor. Beneficiary may apply any and all w such sums to the obligations secured hereby in such manner as it elects or, at its option,the entire amount so received by it or any part thereof may be released. Neither the application nor the z release of any such sums shall cure or waive any default or notice of default hereunder or Cn invalidate any act done pursuant to such notice. i J 7. Permitted Acts ofBeneficiar . Without affecting the liability of any J _. — person, including Trustor (other than any person released pursuant hereto), for the payment of z any indebtedness secured hereby, Beneficiary is authorized and empowered as follows: Beneficiary may at any time, and from time to time, either before or after the maturity of the 4W 5 Y a Packet Pg. 178 11.b a. obligations secured hereby, and without notice (a) release any person liable for the payment of z any of the indebtedness, (b)make any agreement extending the time or otherwise altering the c terms of payment of any of the indebtedness, (c) accept additional security therefor of any kind, or(d)release any property,real or personal, securing the indebtedness. 8. Reconve ance of Eli.ible Pro, ert Upon written request of Beneficiary ch stating that all sums secured hereby have been paid and all obligations secured hereby have been c performed, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment of its fees, Trustee shall reconvey, without warranty, the Eligible Property = then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive o proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the s person or persons legally entitled thereto." �o r T 9. Default and Trustee's Sale. Upon the occurrence of an"Event of Default" a$ under this Deed of Trust (as defined in Section 17 below) Beneficiary may declare all principal t remaining unpaid, all interest then earned and remaining unpaid, and all sums other than 3 principal or interest secured hereby, immediately due and payable, may require immediate performance of all other obligations secured hereby, and may proceed to exercise the power of E sale granted by this Deed of Trust by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said Eligible a Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit E with Trustee this Deed of Trust and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by-law following the recordation of said notice of default, Trustee shall cause a notice of sale to be published,posted, c mailed, and recorded as required by statute. Said notice of sale shall contain the notice: c "NOTICE: THIS PROPERTY IS ENCUMBERED BY AFFORDABILITY COVENANTS"; _ however, failure to include said notice shall not affect the validity of any publication,posting,or mailing of said notice of sale or the validity of any sale based thereon. Thereafter, within the time and in the manner required by statute Trustee, without demand on Trustor, shall sell the Eligible Property at the time and place fixed by it in said 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 m all or any portion of the Eligible Property by public announcement at such time and place of sale, x and from time to time thereafter may postpone such sale by public announcement at the time w fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying o the Eligible Property so sold, but without any covenant or warranty, express or implied. Said w deed shall contain the notice: "NOTICE: THIS PROPERTY IS ENCUMBERED BY W AFFORDABILITY COVENANTS"; however, failure to include said notice shall not affect the 0 Z validity of any sale. The recitals in such deed of any matters or facts shall be conclusive proof in of the truthfulness thereof Any person, including Trustor,Trustee or Beneficiary,may purchase O at such sale. _ J J After deducting all costs, fees and expenses of Trustee,including cost of evidence z of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: first, all c sums expended by Beneficiary under the terms hereof or under any of the Secured Agreements 6 Q Packet Pg. 179 11.b in x CL and not then repaid, with accrued interest as specified in said agreements; second, all other sums ? then secured hereby; and the remainder,if any,to the person or persons legally entitled thereto. H 10. Substitute Trustees. Beneficiary, or any successor in ownership of any obligation secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by Beneficiary and duly acknowledged and recorded in the Office of the Recorder of c the County of San Bernardino, and otherwise complying with the provisions of Califomia Civil Code Section 2934x, or any successor section, shall be conclusive proof of proper substitution of = such successor Trustee or Trustees,who shall,without conveyance from the Trustee predecessor, o succeed to all its title,estate, right,powers and duties. Said instrument must contain the name of ,°0 the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of 0 Trust is recorded, and the name and address of the new Trustee. 11. Successors Bound. This Deed of Trust applies to, inures to the benefit of, Z and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, 3 assigns, trustees and receivers. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the E plural. L rn 12. Evidence of Title. If,because of any default hereunder, or because of the E filing or contemplated filing of any legal proceedings affecting the Eligible Property,Beneficiary deems it necessary to obtain an additional evidence of title or to cure any defect in title, o Beneficiary may procure such evidence or cure such defect, pay the cost thereof, and shall have a an immediate claim against Trustor therefor, together with a lien upon the Eligible Property for the amount so paid, with interest as permitted by law. Beneficiary is further authorized to 0 require an appraisal of the Eligible Property at any time that Beneficiary may reasonably request. x w 13. Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived by Trustor, to ti the full extent permissible by law. 14. Severabilitv. The invalidity of any one or more covenants, phrases, m clauses, sentences, paragraphs or sections of this Deed of Trust shall not affect the remaining X portions of this Deed of Trust or any part hereof and this Deed of Trust shall be construed as if w such invalid covenants, phrases, sentences, paragraphs or sections, if any, had not been inserted o herein. (n w 14. Order of A : lication. If any obligation secured hereby is now or hereafter z becomes further secured by a security agreement, deed of trust, pledge, contract of guaranty or Cn other securities in addition to the security provided to Beneficiary by this Deed of Trust, _ Beneficiary may to the full extent allowed by law, at its option, exhaust any one or more of said J securities as well as the security hereunder, either concurrently or independently and in such order as it may determine, and may apply the proceeds received upon the obligations secured z hereby without affecting the status of, or waiving any right to exhaust, all or any other security m 7 y Q Packet Pg. 180 11.b 0- including including the security thereunder, and without waiving any breach or default in any right or z power, whether exercised hereunder or contained herein, or in any such other security c N 156. Co of Trustor. a. Audit by State and/or Federal A,,encies. In the event this Deed of cn Trust or any agreement executed in connection herewith is subjected to audit, monitoring or c other inspections by any appropriate state and/or federal agency, Trustor shall comply with such investigations and pay, on behalf of itself and Beneficiary, any amount of the cost to the = investigating agency of such investigations as may be required by law (unless such investigation o and any resulting liability arise solely from the gross negligence or willful misconduct of t Beneficiary). o b. Program Evaluation and Review Trustor shall allow Beneficiary's z authorized personnel to inspect and monitor its facilities and program operations as they relate to r the Eligible Property, including the interviewing of Trustor's staff and other program 3 participants, as reasonably required by Beneficiary during the term of the Affordable Housing = Covenant or any agreement executed in connection therewith. E as d 17. Default. Trustor shall be in default under this Deed of Trust upon any of the Q following events which, if not cured within the applicable cure period provided, if any, shall constitute an event of default hereunder("Event of Default"): a. The failure of Trustor to pay or perform any monetary covenant or obligation hereunder or under the terms of any of the Secured Agreements or any document c executed in connection therewith, without curing such failure within ten (10) calendar days the o date such payment is due. z b. The failure of Trustor to perform any nonmonetary covenant or obligation hereunder or under the terms of any of the Secured Agreements or any document executed in connection therewith, without curing such failure within thirty(30) calendar days LO after receipt of written notice of such default from Beneficiary (or from any party authorized by Beneficiary to deliver such notice as identified by Beneficiary in writing to Trustor) specifying m_ the nature of the event or deficiency giving rise to the default and the action required to cure such = X deficiency; provided, however, that if any default with respect to a nonmonetary obligation is w such that it cannot be cured within a 30-day period, it shall be deemed cured if Trustor Ca commences the cure within said 30-day period and diligently prosecutes such cure to completion w thereafter. Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in Section 17(c) z through 17(g)below; j O C. The material falsity of any representation, or the breach of any = J warranty or covenant, made by Trustor under the terms of this Deed of Trust, the Secured J Agreements, or any other document executed in connection therewith; z Y C C 8 Q Packet Pg. 181 11.b Cn a. d. Trustor, or any constituent member or partner or majority z shareholder of Trustor, shall (i)apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (ii)fail to pay or admit in writing its inability to pay its debts generally as they become due, (iii)make a general assignment for the benefit of creditors, (iv)be adjudicated a bankrupt or insolvent or(v)commence a voluntary case under the Federal bankruptcy laws of the United States of America or file a voluntary petition that is not withdrawn within ten (10) days of the filing thereof or answer seeking an arrangement with c creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy or = insolvency proceeding; o 0 t e. If without the application, approval or consent of Trustor, a �0` proceeding shall be instituted in any court of competent jurisdiction, under any law relating to a� bankruptcy,in respect of Trustor or any constituent member or partner or majority shareholder of z Trustor, for an order for relief or an adjudication in bankruptcy, a composition or arrangement r with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or 3 custodian or the like of Trustor or of all or any substantial part of Trustor's assets, or other like relief in respect thereof under any bankruptcy or insolvency law,and,if such proceeding is being E contested by Trustor, in good faith, the same shall (i)result in the entry of an order for relief or any such adjudication or appointment, or (ii)continue undismissed, pending, and unstayed, for a any period of ninety(90)consecutive days; E £ Trustor shall suffer or attempt to effect a"Transfer" (as defined in o Section 31 below)other than in full compliance with the terms of this Deed of Trust;or a rn C g. Trustor shall be in default under the Affordable Housing Covenant, c unless the default is cured or waived within the cure period, if any, applicable thereto under the = terms of the obligation which is in default. w c 18. Breach b\ Trustor Cure b_ Beneficiar, or Trustee. In the event of Trustor's failure to comply with any or all of the promises and agreements set forth in this Deed of Trust and the Secured Agreements or to make any payment or to do any act as provided in this Deed of Trust or the Secured Agreements,then Beneficiary or Trustee,but without obligation to m do so and without notice to or demand upon Trustor and without releasing Trustor from any such x obligation, may make or do the same in such manner and to such extent as either in its sole w judgment may deem necessary to protect the security hereof(including, without limitation, to Ca 0 procure insurance and pay the premiums therefor; to pay unpaid water rents, sewer service U) LU charges, and other governmental or municipal charges and rates, and all or any part of the unpaid W taxes, assessments, and reassessments, if in its judgment the same arejust and valid; to pay the 0 cost of appraisals, reappraisals, and extensions of title; to enter or have its agents enter upon the Eligible Property whenever reasonably necessary for the purpose of inspecting the Eligible 0 Property or making repairs or installations as it deems necessary to preserve the Eligible Property or to protect the same from vandalism, without thereby becoming liable as a trespasser or mortgagee or beneficiary in possession, and to pay for such repairs and installations). z_ Beneficiary and Trustee are hereby authorized to enter upon the Eligible Property for such r purposes; to appear in and defend any action or proceeding purporting to affect the security E r M 9 Q Packet Pg. 182 11.b hereof or the rights or powers of Beneficiary or Trustee;to pay,purchase,contest or compromise Z any encumbrance, charge or lien which in the judgment of either appears to be prior or superior J hereto; and, in exercising any such powers, to pay necessary expenses, employ counsel of its = choice, and pay the reasonable fees of such counsel. Trustor agrees to pay immediately and a without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and agrees that Beneficiary or Trustee, as the case may be, shall have a lien upon the Eligible Property for the sums so rn expended and such interest thereon. y 0 19. Personal Propert4 Security Aea eement. All property covered by this Deed of = Trust shall be deemed to constitute real property or interests in real property to the maximum o extent permitted under applicable law. To the extent that any tangible property, equipment or o other property covered by this Deed of Trust constitutes personal property, such personal property shall constitute additional security. This Deed of Trust shall create in Beneficiary a rn security interest in such personal property and shall in respect thereof constitute a security z agreement (the "Personal Property Security Agreement"). Beneficiary shall be entitled to all of r the rights and remedies in respect of any personal property included in the Eligible Property 3 covered by this Deed of Trust that are afforded a secured party under the Uniform Commercial Code and other applicable law. At Beneficiary's request, Trustor will at any time and from time d to time furnish Beneficiary for filing financing statements signed by Trustor in form satisfactory to Beneficiary. Trustor acknowledges and agrees that thirty (30) days' notice as to the time, a place and date of any proposed sale of any personal property shall be deemed reasonable for all E purposes. Trustor agrees that the Security Agreement created hereby shall survive the ` termination or reconveyance of this Deed of Trust unless Beneficiary executes documentation expressly terminating the Personal Property Security Agreement. .N 20. Assumption of Liability. Except as provided in Section 31, the assumption of liability for the performance of the obligations hereby secured, by any successor in interest to Trustor in the Eligible Property shall not release Trustor from any liability Trustor has hereunder c or under the other Secured Agreements for the performance of such obligations or the repayment of any sums advanced under and secured by this Deed of Trust. Any forbearance or indulgence of Beneficiary, or extensions of time for the performance of all or any part of the obligations secured hereby, or the release of a part of the Eligible Property from the lien of this Deed of Trust, for or without consideration, shall not in any manner diminish or reduce the liability of Trustor (subject to the nonrecourse provisions of Section 25) for the performance of the w obligations now or hereafter secured hereby. Any payment made in satisfaction of any such Ca obligation shall be deemed to have been made on behalf and for the benefit of all parties N obligated to pay the same. w c� 21. Future Advances. Upon the request of Trustor or its successor in ownership of i the Eligible Property, Beneficiary may, at its option, advance funds to Trustor or its successors in M ownership, and the sums advanced, with interest as permitted by law, shall be secured by this = Deed of Trust. If Beneficiary, at its option, shall make an advance as aforesaid, Trustor or its successors in ownership agree to execute and deliver to Beneficiary a note to evidence the same, LL z payable on such terms as Beneficiary shall require. — d 10 Q Packet Pg. 183 11.b U) a Trustor further acknowledges and agrees that to secure the payment of any such ? future advances Beneficiary shall also have a lien upon all other personal property and securities now or hereafter in its possession belonging to Trustor; that all rights, powers and remedies con- v; ferred upon Beneficiary herein are in addition to each and every other right which Beneficiary has hereunder; that all rights, powers and remedies conferred upon Beneficiary in equity or by law may be enforced concurrently therewith; that Beneficiary shall be subrogated to the rights in and seniority of any prior lien paid or released by reason of any such future advances; and that each and all of the covenants, agreements, and provisions hereof shall bind and inure to the benefit of the respective heirs, executors, administrators, successors, and assigns of Trustor and ° x Beneficiary herein, and all others who subsequently acquire any right, title, or interest in the c Eligible Property,or to this Deed of Trust and the indebtedness secured hereby. _ 0 22. Captions. 'The captions of the sections of this Deed of Trust are for convenience only and shall not be considered in resolving questions of interpretation or d construction. z r 3 23. Estoppel Certificates. Trustor shall from time to time at Beneficiary's request � furnish Beneficiary or any person designated by Beneficiary a certified statement in form reasonably satisfactory to Beneficiary confirming as of the date of the certificate Trustor is not in default hereunder (or describing any default), and stating that Trustor has no defense, right of a setoff or counterclaim in the payment of any indebtedness, or any part thereof, or the observance or performance of any obligation(or describing any such defense, set off or counterclaim). Any purchaser or assignee of any of the Secured Agreements or this Deed of Trust or any interest 0- therein therein may rely on such certificate. a c 24. Oblieation Nonrecourse. Except to the extent any Event of Default c hereunder results directly or indirectly from any fraud or intentional and material x misrepresentation by Trustor in connection with the Secured Agreements, the Secured Agreements are nonrecourse obligations of Trustor and in the event of the occurrence of an Event of Default, Beneficiary's only recourse under this Deed of Trust shall be against the Eligible Property, the proceeds thereof, the rents and other income arising from its use and occupancy as provided in this Deed of Trust, and any other collateral given to Beneficiary as security for performance of the Secured Agreements. m_ T X 25. Fixture Filino. This Deed of Trust is also a fixture filing with respect to w the personal property which is or is to become fixtures on the Eligible Property, and is to be °a recorded in the real property records of San Bernardino County, California. w 26. Assi:.gunent of Rents. All of the existing and future rents, royalties, z income, and profits of the Eligible Property that arise from its use or occupancy are hereby absolutely and presently assigned to Beneficiary. However,until Trustor is in default under this p Deed of Trust, Trustor will have a license to collect and receive those rents, royalties, income = and profits. Upon any Event of Default by Trustor, Beneficiary may terminate Trustor's license in its discretion, at any time, without notice to Trustor, and may thereafter collect the rents, z royalties, income and profits itself or by an agent or receiver. No action taken by Beneficiary to collect any rents, royalties, income or profits will make Beneficiary a"mortgagee-in-possession" 11 a Packet Pg. 184 11.b of the Eligible Property, unless Beneficiary personally or by agent enters into actual possession Z of the Eligible Property. Possession by a court-appointed receiver will not be considered d possession by Beneficiary. All rents, royalties, income and profits collected by Beneficiary or a E receiver will be applied first to pay all expenses of collection, and then to the payment of all costs of operation and management of the Eligible Property, and then to the satisfaction of the debts and obligations secured by the Deed of Trust in whatever order Beneficiary directs in its Cn absolute discretion and without regard to the adequacy of its security. If required by Beneficiary, M each lease or occupancy agreement affecting any of the Eligible Property must provide, in a • manner approved by Beneficiary, that the tenant will recognize as its lessor any person o succeeding to the interest of Trustor upon any foreclosure of this Deed of Trust. The expenses = (including any receivers' fees, costs of and compensation to any agent appointed by Beneficiary, o counsel fees, and disbursements) incurred in taking possession and making such collection, shall L be deemed a portion of the obligations secured by this Deed of Trust. The entering upon and taking possession of the Eligible Property, and/or the collection of such rents, issues and profits 0 and the application thereof as aforesaid, shall not cure or waive any default or notice of default z hereunder or invalidate any act done pursuant to such notice. Beneficiary may exercise any one r or more of the remedies in this section without waiving its right to exercise any such remedies 3 Y again or for the first time in the future. The foregoing shall be subject to the provisions of d applicable law. E d 27. Applicable Law. This Deed of Trust shall be governed by, and construed Q in accordance with, the laws of the State of California. E �a 28. Approvals. Except with respect to those matters set forth hereinabove providing for Beneficiary's approval, consent or determination to be at Beneficiary's "sole discretion" or "sole and absolute discretion," Beneficiary hereby agrees to act reasonably with 3 regard to any approval, consent, or other determination given by Beneficiary hereunder. x° Beneficiary agrees to give Trustor written notice of its approval or disapproval following — submission of items to Beneficiary for approval, including, in the case of any disapproved item, c the reasons for such disapproval. Any consent to a transfer under Section 31 of this Deed of Trust, and any other consent or approval by Beneficiary under this Deed of Trust or any of the Secured Agreements may be given by Beneficiary's City Manager or his or her designee without action of Beneficiary's governing board unless the City Manager or his or her designee in his or t= her sole discretion elects to refer the matter to the board. 0° x X W 29. Good Faith and Fair Dealin, . Beneficiary and Trustor agree to perform all 08 of their obligations and the actions required of each hereunder in good faith and in accordance 0 with fair dealing. LU 30. Assi nment of Interest. ? a. Without the prior written approval of Beneficiary, which approval = Beneficiary may grant or withhold in its sole and absolute discretion, Trustor shall not (i) sell, J encumber, assign or otherwise transfer(collectively, "Transfer'') all or any portion of its interest z in the Eligible Property; (ii)permit the Transfer of any portion of its ownership and/or control; or — (iii) Transfer any of its rights or obligations under the Secured Agreements. Trustor hereby 12 a Packet Pg. 185 11.b x CL agrees that any purported Transfer not approved the Beneficiary as required herein shall be ab z initio null and void, and no voluntary or involuntary successor to any interest of Trustor under c such a proscribed Transfer shall acquire any rights pursuant to the Secured Agreements or this u; Deed of Trust. b. At any time Trustor desires to effect a Transfer hereunder, Trustor en shall notify Beneficiary in writing(the "Transfer Notice") and shall submit to Beneficiary for its c prior written approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances sur- _ rounding such proposed Transfer, and (ii) a certificate setting forth representations and o warranties by Trustor and the proposed transferee to Beneficiary sufficient to establish and 0 ensure that all requirements of this Section 31 have been and will be met. No Transfer �`o Documents shall be approved by Beneficiary unless they expressly provide for the assumption 21 by the proposed transferee of all of Trustor's obligations under the Secured Agreements and this z Deed of Trust. The Transfer Notice shall include a request that Beneficiary consent to the proposed Transfer and shall also include a request that Trustor be released from further 3 obligations under the Secured Agreements and this Deed of Trust. Beneficiary agrees to make = its decision on Trustor's request for consent to such Transfer as promptly as possible, and in any event not later than thirty (30) calendar days after Beneficiary receives the last of the items a required by this Section 31. In the event Beneficiary consents to a proposed Transfer,then such Q Transfer shall not be effective unless and until Beneficiary receives copies of all executed and binding Transfer Documents, which Transfer Documents shall conform to the proposed Transfer Documents originally submitted by Trustor to Beneficiary. From and after the effective date of 0- any any such Transfer, Trustor shall be released from its obligations under this Deed of Trust and the a Secured Agreements accruing subsequent to such effective date. 0) .N C. Notwithstanding anything in this Deed of Trust to the contrary, x° Trustor agrees that it shall not be permitted to make any Transfer, whether or not Beneficiary's ; consent is required therefor and even if Beneficiary has consented thereto, if there exists an S Event of Default under this Deed of Trust at the time the Transfer Notice is tendered to Beneficiary or at any time thereafter until such Transfer is to be effective. , d. The provisions of this Section 31 shall apply to each successive m Transfer and proposed transferee in the same manner as initially applicable to Trustor under the X terms set forth herein. W ad O Cn W [Continued on Next Page] z D O x J J LL Z Z.; c a� E t v ca 13 Q Packet Pg. 186 11.b IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the Z date first above written. c TRUSTOR: vi a� cn a� Date: rn c .y 7 O 2 CITY OF SAN BERNARDINO 0 L O L Date: By z Andrea M. Miller, City Manager r 3 r c a� E a� a� L rn a E rn c N O O 2 C ti ti r LO H _m 2 X W Ca O Cn LU w 0 z V5 D O x J J LL z d 14 a Packet Pg. 187 i 11.b rn x ATTACHMENT 1 TO DEED OF TRUST Z c Legal Description vi d U N Real property in the City of San Bernardino, County of San Bernardino, State of California, c described as follows: 0 x 0 0 E 0 s rn APN: z r r Address: , San Bernardino, CA 3 c d E d m as Q E m 0 a rn c .N 0 0 x c r� m_ x x Lu 06 O U) w C7 Z O x J J LL z c a� E 15 Q Packet Pg. 188 a a Attachment H to Master Agreement z 6 Developer Housing Affordability Covenant form ` N d V L O N _ N 7 O 2 O O t L O .Q L Z r r 3 a� E a� L rn Q E �a L _ .y 7 O x w _ ti n m x x w Ca O N w c7 z 0 x J J LL Z ZZ _ d _ Q Packet Pg. 189 11.b l N x a z ci RECORDING REQUESTED BY 5 AND WHEN RECORDED MAIL TO: a� City of San Bernardino a, 290 North"D" Street,Third Floor N San Bernardino,CA 92401 0 Attn: Housing Division x 0 0 t (Space Above Line Reserved For Use By Recorder) rn Recordation of this Instrument is exempt z from all fees and taxes pursuant to Government Code Section 6103 3 Y C HOME PROGRAM HOUSING AFFORDABILITY COVENANTS AND E d RESTRICTIONS a� a City of San Bernardino Infill Housing Development Program—Home Funds E These HOME Program Housing Affordability Covenants and Restrictions (collectively a referred to herein as this "Affordable Housing Covenant') are made and entered into as of by and between the City of San Bernardino, a municipal corporation ("City"), and v, Neighborhood Partnership Housing Services, Inc., a California 501(c)(3) public benefit 0 corporation("Developer"). This Affordable Housing Covenant relates to the following facts: — w c --- RECITALS --- U) A. City and Developer are parties to that certain HOME Investment Partnerships Program (HOME) Infill Housing Development Master Agreement ("Master Agreement") dated and that certain Site Agreement("Site Agreement")dated w Ca B. Under the terms and conditions of the Master Agreement and the Site Agreement, 0 N Developer shall acquire from City, or acquire with funds provided by City pursuant to the W HOME Investment Partnerships Program, 24 C.F.R. Part 92 ("HOME"), an amount not to c) exceed DOLLARS ($ 1 for the purpose of z providing financing for the housing development described in the Site Agreement (the "Project'). The Project will be developed on a site legally described on Exhibit "A" to this = Affordable Housing Covenant(the`Eligible Property"). LL NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which E �v Q 1 Packet Pg. 190 11.b are hereby acknowledged, City and Developer do hereby covenant and agree for themselves, Z their successors and assigns,as follows: d C Section 1. Definitions of Certain Terms. As used in this Affordable Housing a Covenant, the following words and terms shall have the meaning as provided in this Section 1 unless the specific context of usage of a particular word or term may otherwise require: N rn Adjusted Family Income. The words "Adjusted Family Income" mean and refer to the y total "annual income," as this term is defined in HOME Final Rule, 24 C.F.R. Part 'o 92.203, for each individual or household residing or treated as residing in an Eligible = a Property. °o s Affordable Housing Cost. The words "Affordable Housing Cost" mean and refer to a z purchase price determined using the criteria set forth in 24 C.F.R. Part 92.254(a)(2), i.e., not exceeding 95 percent of the median purchase price for the area. z r Code. The word"Code"means the Internal Revenue Code of 1986, as amended,and any 3 regulation,rulings or procedures with respect thereto. E a> Delivery Date. The words"Delivery Date"mean and refer to the date of delivery of title P cm and possession of the Eligible Property to the Qualified Homebuyer at the close of the a Sale Escrow. E Eligible Property. The words "Eligible Property" mean and refer to an infill housing property constructed or reconstructed by Developer, including the blighted or = underutilized site acquired and the single family dwelling constructed or reconstructed on U) the site, as described in the Master Agreement, and which conforms to all of the other i requirements set forth in the Master Agreement. — c HOME Funds. The words "HOME Funds" mean and refer to funds received by City from the United States Department of Housing and Urban Development ("HUD") under the HOME program and provided by City to Developer for the purpose of acquiring, constructing and selling Eligible Properties to Qualified Homebuyers. _m x Laws. The word "Laws" means and refers to all federal, state, municipal, local and W governmental authority laws, statutes, codes, ordinances, rules, regulations, and orders, as now or hereafter in effect, and as may be amended, replaced or substituted from time to 0 time. w 0 Low-Income Household. The words "Low-Income Household" mean and refer to N persons and households whose income does not exceed 80% percent of area median M income("AMI"), adjusted for household size,as set forth in HOME Final Rule 24 C.F.R. _ Part 92.2. � LL Notice of Affordability Restrictions. The words "Notice of Affordability Restrictions" mean and refer to the Notice of Affordability Restrictions on sale, conveyance,transfer or c Q 2 Packet Pg. 191 t'l.q N r assignment of an Eligible Property executed by the Qualified Homebuyer and City in z connection with the Sale Agreement. The Notice of Affordability Restrictions shall be d duly notarized and recorded in the Official Records of the County Recorder's Office for S the County of San Bernardino, State of California. d Notice of Concurrence. The words "Notice of Concurrence" mean and refer to the d acknowledgment in recordable form in which the City confirms that the proposed o, Qualified Successor-In-Interest of the Qualified Homebuyer satisfies all of the Adjusted Family Income and other requirements of this Affordable Housing Covenant for o ownership and occupancy of the Eligible Property by the Qualified Successor-In-Interest r at any time during the Qualified Residence Period. o s Project CC&Rs. The words "Project CC&Rs" mean and refer to all covenants, .0 conditions and restrictions, if any, affecting and applicable to and relating to the Eligible Property, as amended from time to time. Z M Qualified Homebuyer. The words "Qualified Homebuyer" mean the purchaser of the 3 Eligible Property, i.e., all persons identified as having a property ownership interest vested in the Eligible Property at the close of the Sale Escrow. At the close of the Sale E Escrow, the Qualified Homebuyer shall: (i) have an annual Adjusted Family Income which does not exceed the household income qualification limits of a Low-Income a Household under HOME Final Rule 24 C.F.R. Part 92.2; and (ii) pay no more than an E Affordable Housing Cost for the Eligible Property pursuant to the terms of the purchase c transaction for the Eligible Property, including all sums payable by the Qualified a` Homebuyer for its purchase money mortgage financing, insurance, escrow and other fees and costs.. N 0 Qualified Residence Period. The words " r Q Qualified Residence Period mean and refer — to the period of time beginning on the Delivery Date and ending on the date which is c fifteen(15)years after the Delivery Date. Qualified Successor-In-Interest. The words "Qualified Successor-In-Interest" mean and refer to the person or household which may acquire the Eligible Property from the m Qualified Homebuyer at any time during the Qualified Residence Period by purchase, _ assignment, transfer or otherwise. The Qualified Successor-In-Interest shall have an w income level which does not exceed the maximum income level for a Low-Income 06 Household as applicable to the Qualified Homebuyer under the Sale Agreement, and the 0 U) Qualified Successor-In-Interest shall agree to own and occupy the Eligible Property as its W W principal residence. Upon acquisition of the Eligible Property, the Qualified Successor- 0 In-Interest shall be bound by each of the covenants, conditions and restrictions of this Z Affordable Housing Covenant. M X Sale Agreement. The words "Sale Agreement" mean and refer to a standard California _J Association of Realtors California Residential Purchase Agreement and Joint Escrow z Instructions, as modified by any addenda required by City, or a substantially equivalent — purchase and sale agreement, by and between Developer as seller and the Qualified E t �o V a 3 Packet Pg. 192 11.b Homebuyer as purchaser of the Eligible Property, as amended from time to time. City LL shall be a third-party beneficiary of such Sale Agreement. c Sale Escrow. The words "Sale Escrow" mean and refer to a real estate conveyance a transaction or escrow by and between Developer as seller and the Qualified Homebuyer as purchaser of the Eligible Property. The transfer of the Eligible Property to the N Qualified Homebuyer shall be accomplished upon the close of the Sale Escrow. N The titles and headings of the sections of this Affordable Housing Covenant have been 'o inserted for convenience of reference only and are not to be considered a part hereof and shall = a not in any way modify or restrict the meaning of any of the terms or provisions hereof. °o M Section 2. Use of the Eligible Property Ls Developer shall construct or reconstruct on the Eligible Property a single-family detached z home, to be occupied and owned by persons or households whose income is equal to or below r 80% of AMI and that meet all of the other requirements to be a Qualified Homebuyer or a 3 r Qualified Successor-in-Interest as those terms are defined in Section 1. d E d Section 3. Covenants of Developer. rn a (a) Upon completion of the construction or reconstruction of the Eligible Property, E Developer shall sell the Eligible Property to a Qualified Homebuyer at an Affordable Housing Cost for use and occupancy as the Qualified Homebuyer's principal residence during the Qualified Residence Period,to which use and occupancy the Qualified Homebuyer must agree as a condition of the sale. As a condition of the sale, Developer shall require that that Qualified Homebuyer agree that it shall not sell the Eligible Property during the Qualified Residence x° Period except to a Qualified Successor-In-Interest at an Affordable Housing Cost. Developer = shall confirm to City, and shall permit City to verify, that the proposed Qualified Homebuyer c satisfies the income requirements for a Low-Income Household based on Adjusted Family Income, that the proposed sale price satisfies the Affordable Housing Cost limitations, and that the Qualified Homebuyer has agreed to the sale conditions set forth in this Section 3. (b) Developer agrees to provide City with the following items of information for inspection by City or its contracted designee prior to any sale by Developer of the Eligible w Property,promptly upon written request of City: ad O (i) State and federal income tax returns for the calendar year preceding the close of w the Sale Escrow, filed by all persons who will reside in the Eligible Property; O z (ii) Current wage, income and salary statements for all persons who will reside in the Eligible Property at the close of the Sale Escrow. _ J J (c) While it owns the Eligible Property,Developer shall abide by and comply with all LL z applicable Project CC&Rs, and,at the request of City,shall assign to City the right to enforce the r Project CC&Rs on behalf of Developer. a 4 Packet Pg. 193 11.b N x IL z (d) Also while it owns the Eligible Property, Developer shall enforce all applicable Project CC&Rs against all individuals and entities,including, without limitation, against all non- complying members of a homeowner's association, who are subject to, bound by and obligated U to perform and comply with the Project CC&Rs,at Developer's sole cost and expense. d (e) Developer shall not sell the Eligible Property without first giving written notice to a, City and obtaining City's written concurrence as provided in Section 3(g). At least sixty (60) •N calendar days prior to the date on which Developer proposes to transfer title to the Eligible o Property to a Qualified Homebuyer,Developer shall send a written notice to City, as provided in x Section 14, of Developer's intention to sell the Eligible Property which includes the following c true and correct information: 0 (i) Name of the proposed Qualified Homebuyer, including the identity of all persons rn in the household of the Qualified Homebuyer who propose to reside in the z Eligible Property, together with a completed Qualified Homebuyer Application Affidavit, as applicable,executed by the proposed Qualified Homebuyer; 3 r c d (ii) Sale price of the Eligible Properly payable by the Qualified Homebuyer,including E the terms of all purchase money mortgage financing to be assumed, provided or obtained by the Qualified Homebuyer, escrow costs and charges, realtor/broker a fees,and all other sale costs or charges payable by the Qualified Homebuyer; E (iii) Name, address, and telephone number of the escrow company which shall a coordinate the transfer of the Eligible Property from Developer to the Qualified Homebuyer; y 0 (iv) Appropriate mortgage credit reference for the Qualified Homebuyer with a = written authorization signed by the Qualified Homebuyer authorizing City to c contact each such reference; and ti (v) such other relevant information as City may reasonably request. (f) Within thirty (30) calendar days following receipt of notice of Developer's intention to sell the Eligible Property as described in Section 3(e), City shall provide Developer w with either a preliminary confirmation of approval or a preliminary rejection in writing of the ca income and household occupancy qualifications of the Qualified Homebuyer. City shall not 0 unreasonably withhold approval of any proposed sale of the Eligible Property to a Qualified W o_ Homebuyer who satisfies the Adjusted Family Income and Affordable Housing Cost 0 requirements for occupancy of the Eligible Property and for whom the other information z described in Sections 3(b)and 3(e)has been provided to City. In the event that City may request 0 additional information relating to the confirmation of the matters described in Sections 3(b) and x 3(e), Developer shall provide such information to City as promptly as feasible. LL (g) Upon its final confirmation of approval of the Adjusted Family Income and Affordable Housing Cost eligibility of the Qualified Homebuyer to acquire the Eligible Property, E M Q 5 Packet Pg. 194 11.b City shall deliver a written Notice of Concurrence in the sale of the Eligible Property, in U. recordable form, to the escrow holder referenced in Section 3(e)(iii) above. Thereafter, the Qualified Homebuyer may acquire the Eligible Property subject to the satisfaction of the following conditions: v (i) The recordation of the Notice of Concurrence executed by City, verifying that cn Developer and the Qualified Homebuyer in making the sale and purchase have 0, complied with the requirements of this Affordable Housing Covenant as of the S close of the Sale Escrow; and o X (ii) The escrow holder shall have provided City with a copy of the customary form of 0 final escrow closing statements for Developer and the Qualified Homebuyer; and 0 (iii) The other conditions of the Sale Escrow as established by Developer and the Qualified Homebuyer shall have been satisfied. z (h) Developer shall require in connection with the sale of the Eligible Property to the 3 Qualified Homebuyer that the Qualified Homebuyer agree that it and all of its heirs, successors d and/or assigns shall abide by and comply with all applicable Project CC&Rs and, at the request E of City, shall assign to City on behalf of the Qualified Homebuyer the right to enforce the Project rn CC&Rs on behalf of the Qualified Homebuyer. a E 0 (i) Developer also shall require in connection with the sale of the Eligible Property to ` the Qualified Homebuyer that the Qualified Homebuyer agree that during the Qualified Residence Period, the Qualified Homebuyer and any heirs, successors and/or assigns shall not lease, sublease, or rent the Eligible Property to any third person, except for a temporary period U) (not to exceed 3 months) in the event of an emergency or other unforeseen circumstance as may x0 be expressly approved in writing by City subject to compliance during the temporary rental = period with reasonable temporary rental occupancy conditions required by City. The Qualified c Homebuyer shall submit a written request to City at least ten (10) calendar days prior to the commencement of the temporary occupancy of the Eligible Property by a third party, which notice shall set forth the grounds on which the Qualified Homebuyer believes an emergency or other unforeseen circumstance has occurred and that a temporary rental occupancy is necessary. CO Y Section 4. Acknowledgment of First Mortgage Lender Financing. X w Ca It is expected and acknowledged by City that concurrently with the Delivery Date, the 0 Qualified Homebuyer shall obtain purchase money mortgage financing for the acquisition of the w Eligible Property from a qualified financial institution ("First Mortgage Lender"). Developer z shall require in connection with the sale of the Eligible Property to the Qualified Homebuyer that the Qualified Homebuyer agree to provide City with a true and correct copy of the loan 0 agreement by and between the First Mortgage Lender and the Qualified Homebuyer, prior to the X Delivery Date. -J U. Section 5. Maintenance Condition of the Eligible Propem. While it owns the z Eligible Property,Developer shall: e r Q 6 Packet Pg. 195 11.b N IL z (a) Maintain the exterior areas of the Eligible Property which are subject to public view(e.g.: all improvements, paving, walkways, landscaping, and ornamentation) in good repair and in a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time during Developer's ownership of the Eligible Property there is an occurrence of an adverse condition on any area of the Eligible Property which is subject to public view in contravention of the general maintenance standard described above (a "Maintenance 0) Deficiency"), City shall notify Developer in writing of the Maintenance Deficiency and give N Developer thirty (30) calendar days from the date of such notice to cure the Maintenance o Deficiency as identified in the notice. The words "Maintenance Deficiency" include without = limitation the following inadequate or non-confirming property maintenance conditions and/or c breaches of single family dwelling residential property use restrictions: r 0 .n (i) failure to properly maintain the windows, structural elements, and painted rn exterior surface areas of the dwelling unit in a clean and presentable manner; Z s r (ii) failure to keep the front and side yard areas of the property free of 3 accumulated debris, appliances, inoperable motor vehicles or motor vehicle parts, or free of storage of lumber, building materials or equipment not regularly in use E on the property; rn a (iii) failure to regularly mow lawn areas or permit grasses planted in lawn E areas to exceed nine inches (9") in height, or failure to otherwise maintain the c landscaping in a reasonable condition free of weeds and debris; a` rn (iv) parking of any commercial motor vehicle in excess of 7,000 pounds gross y weight anywhere on the property except construction vehicles being use in construction or reconstruction on the Eligible Property, or the parking of motor _ vehicles, boats, camper shells, trailers, recreational vehicles and the like in any c side yard or on any other parts of the property which are not covered by a paved and impermeable surface; (v) the use of the garage area of the dwelling unit for purposes other than the parking of motor vehicles and the storage of construction equipment. 0° x X LU In the event Developer fails to cure or commence to cure the Maintenance Deficiency 06 within the time allowed, City may thereafter conduct a public hearing following transmittal of y written notice thereof to Developer ten (10) calendar days prior to the scheduled date of such LU public hearing in order to verify whether a Maintenance Deficiency exists and whether 0 Developer has failed to comply with the provisions of this Section 5(a). If, upon the conclusion z of a public hearing, City makes a finding that a Maintenance Deficiency exists and that there M appears to be non-compliance with the general maintenance standard, as described above, _ thereafter City shall have the right to enter the Eligible Property (exterior areas only) and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or z equity City may then have to accomplish the abatement of the Maintenance Deficiency. Any — sum expended by City for the abatement of a Maintenance Deficiency as authorized by this E r �a 7 Q Packet Pg. 196 11.b Section 5(a) shall become a lien on the Eligible Property. If the amount of the lien is not paid Z within thirty (30) calendar days after written demand for payment by the City to the Qualified Homebuyer, City shall have the right to enforce the lien in the manner as provided in Section 5(c). (0i d (b) Graffiti which is visible from any public right-of-way which is adjacent or N contiguous to the Eligible Property shall be removed by Developer from any exterior surface of a p, structure or improvement on the Eligible Property by either painting over the evidence of such y vandalism with a paint which has been color-matched to the surface on which the paint is applied 'o or by removal with solvents, detergents or water as appropriate. In the event that graffiti is = placed on the Eligible Property (exterior areas only) and such graffiti is visible from an adjacent c or contiguous public right-of-way and thereafter such graffiti is not removed within 72 hours c following the time of its application, then in such event and without notice to Developer, City M shall have the right to enter the Eligible Property and remove the graffiti. Notwithstanding any 21 provision of Section 5(a) to the contrary, any sum expended by City for the removal of graffiti Z from the Eligible Property as authorized by this Section 5(b) shall become a lien on the Eligible Property. If the amount of the lien is not paid within thirty (30) calendar days after written 3 demand for payment by City to developer, City shall have the right to enforce its lien in the manner as provided in Section 5(c). E d (c) The parties hereto further mutually understand and agree that the rights conferred a upon City under this Section 5 expressly include the power to establish and enforce a lien or E other encumbrance against the Eligible Property in the manner provided under Civil Code ` Sections 2924, 2924b and 2924c in the amount reasonably necessary to restore the Eligible Property to the maintenance standard required under Section 5(a) or Section 5(b), including, without limitation, attorneys' fees, court costs and costs of City associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of City in =o connection with such action. In any legal proceeding for enforcing such a lien against the - Eligible Property, the prevailing party shall be entitled to recover its attorneys' fees, court costs c and other costs of suit. The provisions of this Section 5 shall be a covenant running with the land for the period of Developer's ownership of the Eligible Property and shall be enforceable by City in its discretion,cumulative with any other rights or powers granted to City under applicable law. Nothing in the foregoing provisions of this Section 5 shall be deemed to preclude Developer from making any alterations, additions, or other changes to any structure or improvement or CO landscaping on the Eligible Property, provided that such changes comply with the zoning and w development regulations of City and other applicable law. yrs O Section 6. Covenants to Run With the Land. The covenants, reservations and w restrictions set forth herein are part of a plan for the promotion and preservation of affordable O single family housing dwelling units within the territorial jurisdiction of City and each shall be Z deemed covenants running with the land and shall pass to and be binding upon the Eligible Property for the term provided in Section 8. Developer shall require that the Qualified = Homebuyer assume the duty and obligation to perform each of the covenants and to honor each of the reservations and restrictions set forth in this Affordable Housing Covenant. Each and z every contract, deed or other instrument hereafter executed covering or conveying the Eligible — Property or any interest therein shall conclusively be held to have been executed, delivered and 4) r Q 8 Packet Pg. 197 11.b N x accepted subject to such covenants, reservations, and restrictions, regardless of whether such z covenants,reservations and restrictions are set forth in such contract,deed or other instrument c Section 7. Burden and Benefit. The burden of the covenants set forth herein touch and concern the land in that the Developer's and the Qualified Homebuyer's legal interests in the Z Eligible Property are affected by the affordable single family dwelling use and occupancy in covenants hereunder. The benefit of such covenants touches and concerns the land by enhancing a, and increasing the enjoyment and use of the Eligible Property by the intended beneficiaries of N such covenants, reservations and restrictions, by furthering the affordable single family housing o development goals and objectives of City, and by making the Eligible Property available for x acquisition and occupancy by the Qualified Homebuyer. o t Section 8. Term. �° rn (a) The provisions of this Affordable Housing Covenant shall apply to the Eligible z Property for the period of Developer's ownership of the Eligible Property, and thereafter for a w term of fifteen(15) years after the Delivery Date. 3 c d (b) Any provision or section of this Affordable Housing Covenant may be terminated E after the Delivery Date upon the written agreement of City and the Qualified Homebuyer, if there shall have been provided to City an opinion of legal counsel that such a termination,under terms a and conditions approved by City in its reasonable discretion, will not adversely affect the E affordable single family housing and development goals and obligations of the City. a� 0 Section 9. Breach and Default and Enforcement. a� c U) (a) Failure or delay by Developer to honor or perform any material term or provision of this Affordable Housing Covenant shall constitute a breach hereunder; provided, however, that if Developer commences to cure, correct or remedy the alleged breach within thirty (30) c calendar days after the date of written notice specifying such breach and diligently completes such cure,correction or remedy, Developer shall not be deemed to be in default hereunder. City shall give Developer written notice of breach specifying the alleged breach which if uncured by Developer within thirty(30)calendar days, shall be deemed to be an event of default. Delay in giving such notice shall not constitute a waiver of any breach or event of default nor X W shall it change the time of breach or event of default; provided, however, that City shall not ca exercise any remedy for an event of default hereunder without first delivering the written notice 0 of breach as specified in this Section 9. LU c� Except with respect to rights and remedies expressly declared to be exclusive in this Z Affordable Housing Covenant, the rights and remedies of City are cumulative with any other Z) right or power of City or other applicable law, and the exercise of one or more of such rights or x remedies shall not preclude the exercise by City at the same or different times, of any other right J J or remedy for the same breach or event of default. z d E M a 9 Packet Pg. 198 11.b If a breach by Developer remains uncured for more than thirty (30) calendar days z following written notice, as provided above, an event of default shall be deemed to have occurred. In addition to the remedial provisions of Section 5 as related to a Maintenance Deficiency at the Eligible Property, upon the occurrence of any event of default City shall be U entitled to seek any appropriate remedy or damages by initiating legal proceedings as follows: 2 d i b mandamus or other suit action or proceeding at law or in equity, to require N C) Y � P g � Y � Developer to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of City; or 'o x (ii) by other action at law or in equity as necessary or convenient to enforce the °o obligations,covenants and agreements of Developer to City. c .a (b) Except as set forth in the next sentence, no third party shall have any right or 2 power to enforce any provision of this Affordable Housing Covenant on behalf of City or to z compel City to enforce any provision of this Affordable Housing Covenant against Developer or r the Eligible Property. City may assign the right and power to enforce the provision of this 3 r Affordable Housing Covenant against Developer or the Eligible Property as the successor administration agency of the HOME Investment Partnerships Program. d a� Section 10. Governin? Law. This Affordable Housing Covenant shall be governed by a the laws of the State of California. E Section 11. Amendment. This Affordable Housing Covenant may be amended only by a written instrument executed by Developer and City. .N Section 12. Severability-. If any provision of this Affordable Housing Covenant is declared invalid, inoperative or unenforceable by a final judgment or decree of a court of = competent jurisdiction, such invalidity or unenforceability shall not affect the remaining parts of c this Affordable Housing Covenant which are hereby declared by the parties to be severable from any other part which is found by a court to be invalid or unenforceable. Section 13. Time is of the Essence. For each provision of this Affordable Housing Covenant which states a specific amount of time within which the requirements thereof are to be satisfied,time shall be deemed to be of the essence. x LU Oa Section 14. Notice. Any notice required to be given under this Affordable Housing O U) Covenant shall be given by City, as applicable, by personal delivery or by First Class United W W States mail at the addresses specified below or at such other address as may be specified in O writing by the parties hereto: Z us O 2 If to City: City of San Bernardino, Inc. 290 North"D" Street,Third Floor LL z San Bernardino,CA 92401 Attn: Housing Division a 10 Packet Pg. 199 11.b a z If to Developer: Neighborhood Partnership Housing Services, Inc. Attn: Clemente Mojica,Executive Director —_ 9551 Pittsburgh Avenue d Rancho Cucamonga,CA 91730 d U) 0 Notice shall be deemed given five (5) calendar days after the date of mailing to the party, or, if E personally delivered,when received by the authorized representative of City, as applicable. 'o x Section 15. Entire Aereement. Except as to matters set forth in the other agreements to 0 which reference is made herein, this Affordable Housing Covenant is the parties' entire agreement with respect to the matters set forth herein and supersedes all prior negotiations and oral or written agreements or expressions of the parties with respect thereto. rn 4) Z r IN WITNESS WHEREOF, City has caused this Affordable Housing Covenant to be 3 signed, acknowledged and attested on its behalf by duly authorized representatives in counterpart original copies which shall upon execution by all of the parties be deemed to be one original E document. rn a City of San Bernardino E (60� 0 a a� c N Date: By: x3° Andrea M. Miller,City Manager — w E ti ti H Neighborhood Partnership Housing Services, Inc. 0° _ X LU ad O U) W Q: Date.---------- By: Z -- - vn D O J J W Z r C d E R a 11 Packet Pg. 200 11.b EXHIBIT"A" Z Legal Description N U L d Real property in the City of San Bernardino, County of San Bernardino, State of California, 0 described as follows: N O APN: _ O O Address: San Bernardino, CA LO t RM a) z r 3 d E as d L Q E l4 L .N 7 O 2 C ti ti U) H m 2 X W Ca O W o: c� z O x J J LL z c d Q iz Packet Pg. 201 11.b a Attachment I to Master Agreement ? _ Qualified Homebuyer Housing Affordability Covenant form U) IM _ 0 x O O t 0 t a� z s 3 c d E d d rn Q E �a 0 a` rn .y 3 O 2 w _ ti r H m 2 X W O Cn W (7 z Cn D O 2 J J LL Z r _ d t V R Q Packet Pg.202 11.b a z c N d U [This page has been intentionally left blank] m cn am SN 3 O a O O t O r m z r 3 r c E (D P rn Q E rn Sy 7 O 2 C r LO H m 2 X W 05 O U) W z N D O J J_ LL z c m w Q Packet Pg. 203 11.b Cn x a Attachment J to Master Agreement z Affirmative Marketing Requirements N U 3 L- CD O7 C U) 7 O 2 .O O O .0 O t Z t 3 C N N N a E rn O a` a� c 0 x c ti H m x III 06 O w C9 Z O x J J LL Z r C d V R a+ a Packet Pg. 204 11.b IL Z In accordance with the California Fair Employment and Housing Act and the policy of the City of San c Bernardino,the Developer or designees must adhere to the following affirmative marketing guidelines in E order to create awareness for the general public and certain community groups as to the availability of Eligible Properties available for sale to low-income households. a� APPLICABILITY 0 Developer is required to provide an affirmative marketing plan and procedures for all developments with X HOME-assisted units. Procedures to be used must identify how persons in the housing market area who 0 are not likely to apply for the housing without special outreach, shall be informed of available affordable o housing opportunities. The City has identified three groups as least likely to apply without special = outreach efforts, namely, African-American, Asian American and Pacific Islanders, and Hispanic persons. Z r r THE AFFIRMATIVE MARKETING PLAN 3 r c a� The Developer's Affirmative Marketing Plan must consist of a written marketing strategy designed to E provide information and to attract eligible persons in the housing market area to the available units without regard to race, color,national origin, sex,religion, marital and familial status,disability,medical a condition, sexual orientation, or ancestry. It must describe initial advertising, outreach (community E contacts) and other marketing activities, which will inform potential buyers of the availability of the ` units. It shall also outline an outreach program which includes special measures designed to attract those groups identified as least likely to apply without special outreach efforts, (because of existing neighborhood racial or ethnic patterns, location of housing or other factors)and other efforts designed to attract persons from the total eligible population. x0 The Property Owner must do the following: c 1. Insert Equal Housing Opportunity logotype, statement or slogan on all written outreach tools (i.e. signs, advertisements,brochures, direct mail solicitations,press releases,etc.) 2. In addition to the above,the Affirmative Fair Housing Marketing Plan shall outline: X W a Commercial and Social Media to be used (i.e., community newspapers and non- xs English language newspapers, radio, television, billboards, religious or local real o U) estate publications,etc.). w c� b. Marketing efforts to be used (i.e., brochures, letters, handouts, direct mail, signs, z Fn etc.) 0 x c. Community Contacts to supplement formal communications media for the J purpose of soliciting group(s) least likely to purchase the available housing z without special outreach efforts. They should be individuals or organizations(i.e., — service agencies, community organizations, places of worship, etc) that have direct and frequent contact with those identified as least likely to apply. The = contacts should also be chosen on the basis of their positions of influence within Q Packet Pg. 205 11.b U) x a the general community and the particular target group. The Property Owner must z agree to establish and maintain contact with the identified contacts. d. In accordance with the City's Limited English Proficiency (LEP) Plan, all advertising and program information must also be available in Spanish. a� (n BUYER SELECTION c_ 7 1. The Developer must maintain records of all prospective homebuyer applicants, including their = race,ethnicity and gender,reasons for denial of application,placement on a waiting list,etc. o 0 s 2. The Developer must provide for the selection of applicants from a written waiting list in the 0 chronological order of their application and provide prompt written notification to any rejected applicants of the grounds for any rejection. z r w 3 Y E d L Q E L L 0 aL rn c 0 x c ti m_ x x w O N UJ c7 Z U) O x J J LL Z r: C d E V Q Packet Pg. 206 11.b a In accordance with the California Fair Employment and Housing Act and the policy of the City of San ? Bernardino,the Developer or designees must adhere to the following affirmative marketing guidelines in order to create awareness for the general public and certain community groups as to the availability of v; Eligible Properties available for sale to low-income households. APPLICABILITY c N Developer is required to provide an affirmative marketing plan and procedures for all developments with x00 HOME-assisted units. Procedures to be used must identify how persons in the housing market area who M are not likely to apply for the housing without special outreach, shall be informed of available affordable 0 0 housing opportunities. The City has identified three groups as least likely to apply without special o outreach efforts, namely, African-American, Asian American and Pacific Islanders, and Hispanic = rn persons. Z THE AFFIRMATIVE MARKETING PLAN r 3 r The Developer's Affirmative Marketing Plan must consist of a written marketing strategy designed to provide information and to attract eligible persons in the housing market area to the available units without regard to race, color,national origin, sex,religion, marital and familial status,disability,medical condition, sexual orientation, or ancestry. It must describe initial advertising, outreach (community a contacts) and other marketing activities, which will inform potential buyers of the availability of the E units. It shall also outline an outreach program which includes special measures designed to attract those groups identified as least likely to apply without special outreach efforts, (because of existing neighborhood racial or ethnic patterns, location of housing or other factors)and other efforts designed to attract persons from the total eligible population. 0 x The Property Owner must do the following: _ c 1. Insert Equal Housing Opportunity logotype, statement or slogan on all written outreach tools ti (i.e. signs,advertisements,brochures,direct mail solicitations,press releases,etc.) Ln 2. In addition to the above,the Affirmative Fair Housing Marketing Plan shall outline: ~ M FE a Commercial and Social Media to be used (i.e., community newspapers and non- w English language newspapers, radio, television, billboards, religious or local real ca estate publications,etc.). Cn Cn w b. Marketing efforts to be used(i.e., brochures, letters, handouts, direct mail, signs, etc.) z c. Community Contacts to supplement formal communications media for the = purpose of soliciting group(s) least likely to purchase the available housing J without special outreach efforts. They should be individuals or organizations(Le., LL z service agencies, community organizations, places of worship, etc) that have direct and frequent contact with those identified as least likely to apply. The contacts should also be chosen on the basis of their positions of influence within a Packet Pg. 207 11.b Cn x CL Attachment K to Master Agreement ? J _ CHDO Designation Letter and Certificate U L O Cn C1 C .N 3 O S O O L O Z r Y 3 Y _ E d L Q E L O a` rn .N O S _ r r H CO 2 x W 06 O U) W Q' C7 Z W O 2 J J LL Z c a� E s Y Y Q Packet Pg. 208 11.b (L z L) U) as c .y June 7,2017 7 0 Clemente Mojica °o NPHS,Inc o 9551 Pittsburgh Ave Rancho Cucamonga,CA 91730 °' 4) Z s Dear Mr.Mojica, 3 r c This letter is in response to NPHS's certification as a Community Housing Development Organization (CHDO)under the HOME program.it Is my pleasure to Inform you that the non-profit has met all of the L necessary requirements for CHDP certification as of June 7,2017.This designation is made with the Q understanding that the corporation will be providing services within the City of San Bernardino. E nz L NPHS is now eligible for the HOME set-aside funds designated for CHDOs,specifically to administer the Infill Housing Program and,If awarded,the Residential Rehabilitation Program.The receipt of those a, funds is based on additional requirements.These may include matching funds,letters of support from N local governments,etc.Please continue to work with the City's Housing Division to ensure the process is handled appropriately.As a reminder,CHDO status is renewed annually and is required for funding of = new programs(24 CFR Part 92;CPD-97-11;HOMEfires-VoIA No.1).However,with this letter,additional CHDO certification for the Residential Rehabilitation Program Is not needed. ti Should you have any questions concerning the contents of this letter,please do not hesitate to call me at(909)384-7270. m_ 2 X Respectfully, wW O U) B w Edward L Flores Z Housing Division Consultant D City of San Bernardino = J J Z c m c 290 North D St,San Bernardino,CA 92401 P:909-384-7272 www.$BCity.org Q Packet Pg.209 11.b x a Application for CHDO Certification ? ba J c N d Affidavit of Standards for Financial Management Systems APPLICANT(Exact Legal Name of Organization): Neighborhood Partnership Housing Services,Inc.(NPHS) U) U) Applicant certifies that the following statements are true: o x 1. Signor is the President and/or Chief Financial Officer of the organization that is applying for o certification as a CHDO and is authorized to make this affidavit on behalf of the organization. r 0 2. The organization's financial management systems conform to the financial accountability standards set forth in 24 CFR 84.21,by providing for and incorporating the following: d Z a. Accurate, current and complete disclosure of the financial results of each federally-sponsored Protect or Program; 3 c a� b. Records that Identify adequately the source and application of funds for federally-sponsored m activities. These records shall contain Information pertaining to Federal awards,authorizations, obligations,unobligated balance&,assets,outlays,Income and Interest; Q E c. Effective control over and accountability for all funds, property and other assets; adequate safeguards of all such assets shall be adopted to assure that all assets are used solely for o authorized purposes; (L6. rn c d. Comparison of outlays with budget amounts for each award; 0 e. Written procedures to minimize the time elapsing between the receipt of funds and the x issuance or redemption of checks for program purposes by the organization; f. Written procedures for determining the reasonableness,alktcability,and allowability of costs In accordance with the provisions Federal cost principles (Circular A-122) and the terns and conditions of an award; m g. Accounting records, includ' cost accounting records that are supported by source = documentati,-)nX 06 Signature: --- / 0 Print Name: Clcmente Moa w of Title: President and C30 z Date: .S�r S /7 D !T p x J J LL Z C E Pre ared b State_HCDand modified fog p!yAuft=�p.A&-A Page 1 Q Packet Pg. 210 11.b Application for CHDO Certification tian�trm r: J E _ v] d Organization Staffing Plan .` U) Indkot+e all currant staff and proposed fixture staf, � c "Type of scoff. -1"—Current W-2 Employee;"7--Current IRS 1099 Independent Contractor;"3"—Future W-2 Empfoyee;"4"— Future IRS 1099 Independent Contractor'.'3'—Employee of another organization under contract to CHDO(ConsuRant);W— _ Future employee of another organization under contract to CHDO(ConsuftanQ;Identffy other types as needed.[Note: Mor to project funding,the CHDO will be evaluated as to whether their current stuff has experfenee developing projects of the some 0 0 size,scope and level of complodty.J O t L 0 Time Base %of (Full- Working r °' Type of time/Part- Hour that z Ste, Employee Name Position Title ttmex ��� r other as Housing 3 applicable) Projects 1 Clemente Mo jica Prealamt and CEO Full-ZYme 50 a) d 1 Adam Hk ke Vice President Redevelopment FUR--Time 100 Q E n3 1 CecW&Gonzalez Project cooed8ata Full-Tune 100 ` 1 Ameer Fdahee Rest r+fte br"a Miwager Full-Time 100 c 1 Richard Moore Do*and C.onstructica Manepr Fall-Time 100 j Canoe Tew Viae Preident Programa&&wWce Full-Tt1ne 100 . c j Curtis Muer x°m`rtaa°°`Mez"ger Fun-Time 100 ti z x w 06 O N LU Of 0 Z O *The IRS provides guidance for identifying types of employees at: htto://www ks.eov/eusa,esses/Smaii- LLZ c Pre ared State HCD and modified for Ci s use—Rev.June 2014 Page 2 Q Packet Pg. 211 11.b 0 in F:2 a Application for CHDO Certification ? #7 U C U Staff Core Competencies 5 U) In order to ensure compliance with HOME Regulation,Indicate the core competencies jar end staff member by marking the rn opproadate competencies with an"s". Vote competendes"means the particular knowledge,AM,and abRuy to perftum listed N tasks. Applicant must have full-time W-2 andlor 1099 Independent Contractors who meet the core competencies Wed below*. (Note: Prior to project funding,the 0400 wS be evaluated as to whether their current stgj3 hos experience developing projects o 0 of Vwsome size,scope and level ofcainplexity.) 0 Staff Name and Title Staff Name and Talc Staff Name and Title Adam Hicks We President Richard Moore Dolga and Car&Gonzda Project Q Radenlopment Strateg[es Construction Maaaget Coordinswr rn _ Z Core 6mpetencles: t A. Conduct marketlneeds anatysas13 13 0 3 and conceptual project design B. Choose and negotiate purchase of a suitable site E _ E C. Select and work with architects a) and other consultants 13 Ell 13 at D. Understand and comply with local Q planning,zoning and building 0 0 0 E requirements E CresEe a development pro forma la 13 (a 0 0 and operating budget — ti F. Set rents or sales pricer 063 G. hlandly llnencing sour=and 0 O apply for linandng ur H. Comply with odor lender0 0 0 0 L Deal with community concerns 13 ; ro T- Comply with CEN1 and NEPA o a — requirements IL Choose and workwRh ® © 0 ti construction contractorsLO L Manage the commxdon process M.(Moose and work with a O m mane ementagent 13 13 N. SuccessiuUy market a project 13 13 13 X O. Comply with HOME program LLI requirements,construction close- ® a 0 °d out and long-term obligations0 -J to W "The IRS provides guidance for identifying types of employees at: htto_fwwlrs.,aav Bus►nssseslStnafi 1 :i.,•3r�: w . .i . i �inrie�,en+ent-Gt r'. •y. ',- eg;-Ghali i� e,., r Z Mn D 0 2 J J U. Z r c d E Prepared by Salta MCD and modified for QW6 ute-Rev.June 2014 v Page 13 eo Q Packet Pg. 212 11.b IL Application for CHDO Certification ? c W d Staff Core Competencies U) in order to ensure compnonce with HOME Regulation,indicate the core competencies for mch staff member by moWng the oppropriate competencies with an X' Yore competences"means the particular knowledge,skill,and owty to perform listed tasks. Applicant must hove foil-time W-2 and/or 2099 Independent Contractors who meet the core competencies listed below! N [Mote: prior to protect fundln9,the CHDO WIN be evaluated as to whether their current staff has experience developing protects 0 x of thesome she,scope and level qf campk;dty] 0 Staff Name and Title Staff Name and Title Staff Name and Title Curbs Tate Vice Praaid•nt Amur Mahn Reel Estate Home Finance Manage 0 Prognmt and Servbe Services NLnager t rn - Z Core Competendes: A. conduct marks!t rods assalysas ❑ ® O 3 and conceptual aniaat dasigrs L —Choose and negatieite purchase of _ a suitable site 13 C. Select and work with architects '._ Q ® ❑ ` and other consultants D. Understand and comply with local Q planning,zoning and building ❑ 0 E requirements L Create a development pro forma 13 13 and operating budget F. Set rents or sales prices G. Iderttlfy firtant sources and ® apply fortnattdng rn R. ---t Campiy Wa other lower ® ® _ requirements _ 1. Deal with a m iunity oalcanla s ;� J. Comply wilt CEQA wW-NEPA 0 113 13 r c retritiremortts • L Choose and work with ® 13 conskruction contractors _•_ Ln L Manage the constrtrctton process M.Choose and work with a ® m management agent x N. Successfully market a protect '�_ W 0. comptywi h HOME program requirements,construction close- O D 13 °d out and long-term obligations O W 'The IRS provides guidance for identifying types of employees at: htto:/twr Buaincs5e efe•ae tt zzu uyeu,tr act- "�.��caciar!S.ti` apkoyedi or-Ems 'rr t^n•�F z Z N O x J J LL Z c d c t�,¢y ate NCtlaad modlaadfarGKittsa—aatr.Joan� Page 3 r Q Packet Pg. 213 11.b x a Application for CHDO Certification ? U C d Audit Findings 5 Applicant must resolve, to the soti4000On of the Gty,pnbr City or federal audit findings for any projects or programs that c received HOME or federal funds. .y Complete the chart below. Attach all applicable documentation that Idendfies the auditfinding and indicates that the finding O has been resolved. if there are unresolved audit findings,Ind/cote"unresolood"in the des*tion of the resotutbn column of the x chart, If appikont has no prior HOME or federol findings,mark the chart not appliao6le,no prior oudlt findlngs". o z L- Name of 0 Name City or Projecit or Describe Resolution of t Federal Program Describe Audit Finding Finding .T Agency (or birth) _ r HUD Coons tines No Findings NIA 3 r c N d E l6 O a` rn 0 x w c r` u7 m x x --- w 06 O Cf) -- -- - - w tY 0 z O x J J u- z c Prepared tnv State HM and modified for CkVs use—Rey.June 2014 M U Page ( 5 'c Q Packet Pg. 214 11.b a Application for CHDO Certification Z S v; History of Serving the Community d Incorporate the organization's history(or its parent organization's history)of serving the geographic area far which CHDO p� certification is sought by describing activities which it provided(or its parent organization provided),such as developing new housing, rehablIltating existing housing stock,or managing housing stock. If organization Is newly created, Include in the statement how the organization's parent organization has at least one year of experience in serving the community. Include = type of housing or service,population saved,financing sources,and any on-going involvement). Specifically identify under "Location"column all projects or services that are in the Immediate geographic area for which CHDO certification is being p sought. O s The organization or its parent organization must be able to show at least one year of serving the community for which the organization Is seeking CHDO certification. Parent Organization experience counts for this purpose only If the proposed CHDO has been In existence for less that a year. Solely engaging in predevelopment activities for a housing project shall not satisfy 4) the requirement. Z t Describe Type Location(Community,County) 3 completedDuration of and Population Served c Development i. Development Project or Tenants(7j or "Identifies projects/services E and Type of Homeowners d or Services Service in geographic area for which PProvided Financing (H) cHDO certification sought a Acquisition, Single Family 3Uwdb$ ti 102517ppeonoc Avenue,San Bernardino, rehabilitation,sad Residence!Donated CA.92410 r`C resell(ARR) to NPHS Acqubition, Mule Family Residence! 592 Ramona Avenue,San Bernardino,CA. rehiNhatlon,ad Pi--ed through 13 Months T 92411 C NUB,(ARR) NPHS'Community Housing Trust O x C ti n m x X W oral O U) W c� Z U5 M 0 x J Z r C C pM,a red by State MCD and modified for CLNS us_e-Rev.June 2014 Page 6 up Q Packet Pg.215 11.b U) x a Le Application for CHDO Certification ? c d Board Member Certification There are four specific requirements related to an applicant organization's board which must be evidenced In the organization's � by-laws,charter,or articles of incorporation. These are: c_ 1. No more than one-third of the board may be representatives of the public sector, including any employees of the a participating Jurisdiction. O 2. At least one-third of the board must be representatives of the low-income community served by the CHDO. x 3. If a CH00 is sponsored by a for-profit entity,the for-profit may not appoint more than one-third of the board. The board o members appointed by the for-profft may not appoint the remaining two-thirds of the board members. O 4. States or local governments who charter CHDOs may not appoint more than one-third of the board, and the board members appointed by the State or local government may not appoint the remaining two-thirds of the board members. 0 r m Part A: Public Of dal RL-P. nation y For the purposes of 24 CFR Part 92,a"public official"Is defined as any person serving in any of the following capacities(Check Z all that are applicable): .r * An elected official such as,but not limited to a city council member,county supervisor,state legislator,or school board 3 representative. ❑ An appointed public official such as members of a planning or zoning commission or of any other regulatory and/or d advisory commissions appointed by a public official. E ❑ A public employee such as any employee of the city,county,or State of California. Cl A person appointed by a public official to serve on the CH DO board. Q Certificatlo,,: E Check one of the following: 0 By signing and dating this statement,I hereby certify that I&o serve in one of the"public official"capacities previously o stated i ou must check at least(:ne line above). End of certification. Sign below. ti ❑ By signing and dating this statement,I hereby certify that i da net serve In any of the"public official"capacities previously co stated. Proceed to Part B. c .y O PartB: Law-Income Representation O For the purposes of 24 CPR Part 92,a c Erson who does not serve as a"public offtdal"In any elected or appointed capacity and x who meets any of the following charecterlstics is recognized as representing the lowancome community. By signing and dating w this statement,I hereby certify that(check one): c O 1 am a low-Income resident of_ e community in the CHDO's geographic service area. (To qualW under this Ofterion,She board member must be a bw-hrcome resident of o community in the OW's service areo. '.ow- ti r Income`Is de having a onnu t ho hold income at or beow 80 nren the area medfon d H . .— a5 a toss a use f 0 ,as UD fined In9 $ pe f efrned by ) u7 ❑ i am a resident of a low-ncome neighboyhood In a communityin the CHDO, s service area. (To quollfy under tbfs criterion,the board member must live Ina tow-Income neighborhood where Ss percent or more of the residents are F. low-bnrome The board memberdoes not have to be low-income.) — B 1 am an elected representative of "e"`"16`r a low-income neighborhood m organization within So"De"1efdNio a community In the CHDO's service area. x (To qualify under this criterion,the person must be elected by to serve on the CHDO Baord.The W organb:adon must be composed prima*of residents of a low-income neighborhood and Its primary purpose must be to serve the interest orf of the neighborhood residents. Such orgonirations might Indude bock groups,neighborhood associaions, and neighborhood watch Q groups. The group must be a neighborhood orgonhadan and may not be the CHDO Itseh if the board member B representing a low- in income neighborhood organfratron, please attach a copy of the stgned resofudon jrom the neighborhood organization naming the W individual as its represen tadve on the CHDO Board.) W (9 Z I further certify4 tie a current ber in good standing of the CHDO's governing board. � ZSignature: � � Date: h� J Lucy t ro. J Printed Name: LL— Z ..r C E Prepared bo State HCD and modified for Clt✓s use—Rev.tune 20140 C Page 7 Q Packet Pg.216 11.b a z Application for CND©Certification N d Board Member Certification rn There are gnursphxlfic requtremarris fileted to an applicant_pffl atods board w"must be evidenced In the organttetion's c N by-lays,charter,or articles of InoorporSdOn.Theirs are: L No more than one-nerd of the board may be represeroatives of the WC sector, including any employaar of the 0 Wilde ting juttsdiction. 2 At laegt one�thlyd of the board must be representatives of 11.b ,, ya.� ' YK�;".�:"-�o�,TM?,ei`�R„itw'. s•v s,_•-¢� - -. �' ��r t'r;;,� rmyr•" _ ` `k8.as-., �"'r + F+ '•S�- # r=e ��a^$`h hs '' 'V'r r� s y a �t•�i7 �Yt� a its + .- y-v 7% �•f'L ;.+ ,y- , r te•`.� f J..... .t �Yc ib •{�" a.�' � _'1'�` E�aF��y{d��3�`�•rR'.e�.A��slSt' Fg��5'_ .as�xT:�f _t`�i�-`L��s�.����:t• _ L af+�M�� C a Yi1AAr -q i )�±tS 4 �� � - o-v.� l�.+ � E�E��+t.+fiy7� {!' � �" Y ��� °l��u e�i,yr.p�cr'�':�. tQ��'iy�.•�.. 11+'f n�„•, ' ,p°, W � C1 ` sg.{'J `� i! iLz.Yv�t`�{,"' ` (.'� •.l�Syi� pt 4•�i" •�.,•Sl'♦-1' �" Y,y^}T�3's= k�w x'�`+ �y iq + •L .R •N^ MAW T�• 7 k '" �'�Y .�'^�3' x '�"L 11,•h� J ,( ' •tet' �c"A CD rEatkNMI% 111a�ut,e�t7udsdcel �iFta�fo '+ rt�<�fhli7ajav)dteg Ittif�ltaE� t;s `� to 'T►•' _ - =c` rlr1?k'Y'ir 1 F v i rr ,! 9t: �t •� � v.irb''^ e * r�L .•k 4 ltat!btu t�►ii �f itre bfitarl [ty h�r@dlr ntd 6F'. 1 } Gh�l �Tg. zc q c f ss tib YS r' My �)� i!' c t 7 {s' .�b L Y'C fk pr a ".M #��" F+t �s� 3 z rs � _ �a '4olBtirt4 y �'4• �. '� is qF ;4��5 IfoM�rG1�13 spb�tTtb Abt" �► - �yY nti #s�D3ti li fPA. fd ,�+ p �i,Aon-lee r� .tR NiY $+f f*Rtt�fttlfL�YRUt° * iPi 3!►i +1i[ re t O WIN tr>I!atiABAMYg� bFu �g✓ t1tfRle4x+ YrAns` * fn118 * #Yif 4o6hd?mib (3-� �O +Z'i 3 +�.•tl� �:i , ' i� 7r �i y�., x+'•• ) °r 1507 ry + }�� , .�• 'it'ft t fu' 6tcTalYte reef titfh q n.+.s� `,fin e � '�A' s � � rtpttfri'CFR ,a` Cfl� fl� adeflnecs�} ertM' �cttQti d Q J. i'V. ,y{ fi v e.y r .r. - .,,ey. '� Y fi i r• Z S"IRy •.•, .�;� Ii'�hat+ttr¢appi�c�ble) ",�+�, d• tF s ty�' 't't+ `� r ••�tt ', • :-A►tItei afili7ti'-skis,, *91t e $5 3 ygc�g.ctal'rtx1ri r� tetslator s }tragi f .ff '•r :•(p rryfy.0. +F1-• + �Y t�.R*'U' h ��' y. '� b..% :e ,.b y' •� J ^ b' aPPctnied putsilt^ofiitib`3lftga'iitL itiera Cf lid(g`8r ss n o F tu!�,t` ndlo. �. adtiisoty comtnlssionieppolrtted by a public officfaJ � d CI A public empksyee swch,as atny einpbtyee of ttie ciW county of5tgte gf Glourbia.: . 0 A person appointed by a public uric tst to solve tin the'i Qd oaNc ` M Certification: Q Check one otthe following: 0 By'signing and daring ttdsstatement,t hereby oertlfy that lA.. in ong:of;ttie'pubs otftua i"eapactcies yseviousty sfateiffvoumustehedtstleapneltnes vel.tcftdbf'clTtl�ie1"inrt:.5tgribe�ow,� p ® By signing and dating*Is statentent;I hereby cttlfy t'ltat es prevtou'siy. a stated. Proceed to Part 8, _ c Pan 6"1SLKi Lnwme Roresezntation N For the purposes of 24 CFR Pari 92,1 person who coek nat se{ a, a'Dubs+�off.ciat"in any elected or appointed mrstity and p who meets any of the following characteristics is recognized as representing the low-income community. By signing and dating = ails statement,I hereby certify that(check one) [:U I am a low-income resident of a community In the CHDO's geographic sere re o rea. C ITo qualify under thl;criterion,the board member molt be a row-lntonx,resident of a Corrmuroty M c^r C-4b7's seru.Are urea. "ta.. income'is defined as having o gross aufuat AousehA'd rntATr at n•brtow&OPt,n:enr Of f!)'area mod an,as dejnfd by HUD. Ql lam a resident if a iDw-income neighborhood in(1N;ten Fa+_ a commin+ty in the CHDO'S Seri9t'C area. 170 auol fv under rhls cntencr: the'mrd mrmbrr most&vr in o row,lncomt nr,prb,.•hvod where 51 pe•'Cerrt or more tsf trt rts9ents ori lrnvincs re. The boom memtW does no!have to be tow•:n:ame.j f7 t am an elected representat,'ve of a low-income neighbarticro:t organization within —- a comm;t ratty in the CHDO's Se'vt a area. m (Tu Atro!+fy under this uiterfort,We porta,muv be elected by u ltnwincanne neighborhood orqunirottnl to se—e a,the 04W Soo-E.The = anlratioJt must br c posed pirar+h of rcsfat r o,`v Ic, mramr n ipirborhrod and its pnmaiy p�rpasr must be to sern the interest W o H1a'neT $or�'odtls�a Stith brpert�aitbns,trtktb!int tdr :J nta►utftl'eetlledotAaod•wntrn od proUPa 7h Pro`►ttresY'ftr q rue�phboJil!od°rAgr°Pr'B"d - obr br�l e�OOLiRthe aodrd memlkrts r�pr�yt65D a ksw O GlCOITIt[Ap7pitbprheu�d,�J.AfEt+ eittrch o SPY of. fn�dsolitpptt from the nelyliLArfiodd tsgtonfadNarf rinmbJ9 die, to i/�eiJt+60gaf ars 1t6 rtpgoh+l:oieYbe G1rfDt7.egard:); uJ i fur#1t�r tfi"y tltae 4atrrent, z +r oil; stantting pfi3he GrFiDd s gtnretning ofd: Z rtatti„at ! -' _.. ' _._.� y_ Date: f J J ? s,g0 6,= _ U. Z C d t'!:rDir�b t.,�.?.iy.._t'.s..tY.l;.��f.°s •'-tt" « Yt nS,;».�.!'"a.�.�.a:: r Q Packet Pg. 218 11.b a Application for CHDO Certification ? 'Su Erfruif�' c N U Board Member Certification d U) There are flour specific requirements related to an applicant organization's board which must be evidenced In the organization's c by-laws,charter,or articles of incorporation.These are: y 1. No more than one-third of the board may be representatives of the public sector, including any employees of the o participating Jurisdiction. _ 2. At least one-third of the board must be representatives of the low-income community served by the CHDO. 3. If a CHDO Is sponsored by a for-profit entity,the for-profit may not appoint more then one-third of the board. The board 0 members appointed by the for-profit may not appoint the remaining two-thirds of the board members. ` 4. states or local gavemments who charter CHDOs may not appoint more than one-third of the board, and the board 0 members appointed by the State or local government may not appoint the remaining two-thirds of the board members. .0 s pert A: pubge ofticial Representation For the purposes of 24 CFff R Part 92,a'public off is defined as any person serving In any of the following capacities(Check Z t all that are applicable): ❑ An elected official such as,but not limited to a city council member,county supervisor,state legislator,or school boar 3 representative. ❑ An appointed public official such as members of a planning or zoning commission or of any other regulatory and/or advisory commissions appointed by a public official. m ❑ A public employee such as any employee of the city,county,or state of California. P ❑ A person appointed by a public ofRdal to serve on the CHDO boar. rn Q Certification: Check one of the following: O By signing end dating this statement,I hereby certify that 1 gR serve in one of the'public official"capacities previously stated Iyou must check at least one line above]. End of certification. Sign below. ® By signing a nd dating this statement,I hereby certify that i do snot serve In any of the'public official°capacities previously U stated. Proceed to Part B. "N Part B: LOWdneonie Rewresentation For the purposes of 24 CFR Part 92,a Person who does not serve as a'public official*in any elected or appointed capacity and = who meets any of the following characteristics Is recognized as representing the low-income community. By signing and dating this statement,I hereby certify that(check one): Cr I am a low-income resident of a community in the CHDO's geographic service area. r• (To qual&under this criterion,the board member must be d lowancome resident of a community In the[Hun's service area. 'Low- r` Mcome'Is defined as having a gross annual household income of or below 89 permnt of the area median,as defined by HUD.J j O 1 am a resident of a low-income neighborhood In a community in the CHDO's service area. (To quoldy under this Mterio,the board member must live in a low-facome neighborhood where si percent or more of the resldents are H low-income. The board member does not have to be bw-fnrnme.) m ® 1 am an elected representative of H0p1e WAV U a low-Income neighborhood 2 organization within_ a community in the CHDO's service area. W (To qualify under this criteria,the pawn mkatbe elected by o how-income naVhborhood organimtfan to serve on the CHDO Board.fie 06 organization must be composed prima*of residents of a low-income neighborhood and its primarypurpose must be to serve the Interest of the ndlghbarhood msWnfs. Such organizations might Include block prover,neighborhood assockow,and neighborhood watch 0 groups. The group must be a neighborhood organImOon and may not be the CHDO itself, if the board member B representing o hy* W income neighborhood organization,please attach a copy of the signed resolution from the neighborhood orponholon nombtg the Individual as its reprcaentoth+r on the t HOO Board.) Z_ N I further certify that I am a current member in good standing of the CHDO's governing board 0 Signature - '=-..' . _ Dane: Printed Name: aerdemtn sa,sero ILL Z s- Pte red bState HCU and modified for Cit s use-Rev.lune 2014 Page { 7 r Q Packet Pg. 219 11.b x 0. Application for CHDO Certification ? d Board Member Certification 5 U) There are four specific requirements related to an applicant organization's board which must be evidenced in the organization's by-lews,charter,or articles of incorporation. These are: in 1. No more than one-third of the board may be representatives of the public sector, Including any employees of the p participating jurisdiction. x 2. At least one-third of the board must be representatives of the low-Income community served by the CH D0, 3. If a CHDO is sponsored by a for-profit entity,the for-profit may not appoint more then one-third of the board. The board o members appointed by the for-profit may not appoint the remaining two-thirds of the board members. ` 4. States or local governments who charter CHDOs may not appoint more than one-third of the board, and the board p members appointed by the State or focal government may not appoint the remaining two-thirds of the board members. -0 t P„c A• t ublic Official Reuresentation al Z For the purposes of 24 CFR Part 92,a"public official'is defined as any person serving in any of the following capacities(Check r all that are applicable): ❑ An elected official such as,but not limited to a city council member,county supervisor,state legislator,or school board 3 representative. D An appointed public official such as members of a planning or zoning commission or of any other regulatory and/or advisory commissions appointed by a public ofgclal. d ❑ A public employee such as any employee ofthe city,county,or State of California. i ❑ A person appointed by a public official to serve on the CHDO board. Q Certification: Check one of the following; ❑ By signing and dating this statement,I hereby certify that 1 do serve In one of the"public official"capacities previously Q stated; ou must check at least one line above). &rd of certification. Sign below. d CO By signing and dating this statement,I hereby certify that I Ag_=serve In any of tare"public official"capacities previously stated. Proceed to Part B. U) Part 9:low-Income Representation o x For the purposes of 24 CFR Part 92,a.1_erscn who does not serve as a"c;ubbc official"In any elected or appointed capacity end who meets any of the following characteristics Is retoggnized as representing the low-Income community. By signing and dating 4- this this statement,I hereby certify that(check one): - 0 1 am a low-income resident of —a community In the CHDO's geographic service area. ti (To qualify under this criter0n,the board member mud be o low-Income resident of a commun$y In the CHOO's service area. "low- r Income"is defined as having o gross annual household income at orbelow so percent of the area mediary as deJ9ned by HUD.J E3 I am a resident of low-Income neighborhood in N0i4dBa a community In the CHDO's service area. (To qualify under this criterion,the board member must live In a low-Llaome adphtrorhood where 31 percent or more of Use residents ore low-Income. The board member does not have to be low-tncome.) m ❑ i am an elected representative of a low-income neighborhood organization within _ _ a community in the CHDO's service area. X x Ira quafW under this criterion,the person must be elected by o iow-4ncome neighborhood organization to serve on the CHDO ftoord.the LU ad organization must be composed primarily of residents of o lawdnaome neighborhood and Its primary purpose must be to serve the interest O of the neighborhood residents. such orgamtzotfons might Mdude block groups,neighborhood assodations,and neighborhood watcfi N groups. The group must be o neighborhood organization and may not be the CHDO Itself, if the board member Is representing o low- LLI Income neighborhood orgonizadon,please attach o copy of the signed resolution from the neighborhood organkatton naming the W individual as Its representatfve on the CHDO 6oard.J Vr Z_ Fn I further certify that I am a current member in good standing of the CHDO's governing board. D O Signature, _ Date: -g-17 J Cadoa Jaw J_ Printed Name: Z r c d E Pre red NState HCO and mod f'at for ChVs cue-Ran.Jtpte 2814 V Page i 7 R Q Packet Pg. 220 11.b a Application for CHDO Certification FA i _ _ y V Certification of Board Status d Please list each Board member by name,then place a check Indicating the representation that member brings to the Board c Please list only current or approved board members. Do no list prospective Board members who have not been approved to N join the Board. Use as many pages as necessary to include all Board members. :3 0 Low-Income Public For-Profit Appointed Appointed Board Members Name,Residential Address, Community Ins(Appointed of (PPub�blic � (Appointed by Public Profit by For- 8�rd C pp**rftnt DaWrerm Telephone,E-mall,Employer,and Employer City L Eln� ICIr d from OMOr by For- Board Profit) Member Board Date/Temt 0 Conte Member ,p 09/201 a- rn Cecilia Leonard D D 0 D D RiTWm Z Mt�012- � Ben StueW ® D D D D ar=7 d >~aTUM E d uAK2- nnota Q JaeobOirne ❑ D D D D *111 TOM E L 09/2018- Inks Guzman D D D D D 2nd Term c .N 7 0 0312014- _ Carlos►ober ® ❑ D D D °3n020 tad Term C r` 0912014- r Sylvia Robles ® D D D O 1 0912°2° Ln Lid Term 1 H 11!2014- 2 Kcvin Maim (3 D ❑ D D and Trym LIJ I � O 0912015- U) 0412021 LL Mgny to I ® D D C] D Isl Term V, certify that the above listing of current,pa v.Ipad ng Board members is accurate. _ Board Chairperson Signature; _ u "�-- Dow Sf' 0 . 2-017 LL - z w: c pn"red t State�iCD and modified for at sure:R&.Xwe 7014 Page 19 r Q Packet Pg. 221 11.b x 0- Application Application for CHDO Certification z >_ Vl Fii-l- Q U Certification of Board Status (Continued) to Please list each Board member by name,then place a check Indicating the representation that member brings to the Board. Please list only current or approved board members. Do no list prospective Board members who have not been approved to N Join the Board. Use as many pages as necessary to Include all Board members. o Low-Income Pubik R AppointedAppoln -r For-Pro1 ---_ - oard Member's tis RdEal ress, Community institution yr- bypublic by For- Board O Telephone, Employer,nEmployer City For- Elected from Oflclel or Board Date/Term Community) Employee) � Profit) Member Member 0� 1212015- to Lucy Lake ® 0 0 0 ❑ 1!!2021 d 1at?crm z t .r 0/1201f- ' 3 J►uTard 0 O 0 0 O I*TW3 1st Term E d d Bu281b � TLoetasQdhdo p 0 O I� ❑ 04r= a 1st Term E O o3ntov- a` >WYYAN 0 0 0 0 a 031= 0) 1st Term r- 0 0 x D 0 0 0 0 w ti ti o 0 0 0 0 m 0 0 0 0 o w 08 _ 0 U) LU 0 0 0 O ❑ c� z v1 I certify that the above listing of current,I�af'dilating Board members is aowrab. _ O J Board Chairperson Signature: __. _.__.� Date: S 3' a+ I 77 E Prepared by state HM and modifled far 0tv s use-Rev June 2074 0 v Page ( 9 Q Packet Pg. 222 11.b cL Id Application for CHDO Certification ? U CHDO Board Compliance Certification i, Isaias Guzman (Chairperson of the Board) certify that Nz ig or oo Partners-ip Eaoiidgs6ik-ea'Inc. (the CHDO) will at all times maintain at least one-third of the membership of the Board of Directors for: 1)residents of the o x CHDO's geographic service area who are low-income; 2) residents of the CHDO's geographic o service area who live In a low-income neighborhood; or 3) representatives elected by a low- 0 income neighborhood organization as evidenced by some action by the low-income o neighborhood organization's governing body. t LM 0 1 further certify that,the Board of Directors regarding the investment of HOME funds shall take z no action without one-third low-income representation on the Board. 3 Y I further certify that, no more than one-third of the Board membership shall be pubik officials, Including elected officials, appointed public officials, public employees, and board members d d appointed by a public official. a I further certify that,a State or local government has not appointed more than one-third of the E Board membership and that Board members appointed by a State or local government have not appointed the remaining two-thirds of the Board members. rn c I further certify that,if my organization is sponsored or created by a for-profit entity,(a)the for- W profit entity has not appointed more that one-third of the membership of the Board x° membership and that Board members appointed by a for-profit entity have not appointed the remaining two-thirds of the Board members and(b)the for-profit entity Is not an entity whose primary purpose is the development or management of housing, such as a builder, developer, ti or real estate management firm. I further certify that, the CHDO is free to contract for goods and services from vendors of its own choosing. 00 x x This certification approval is evidenced bye resolution adopted by the Board of Directors,dated w � / W and signed by the Chairperson of the Bo rd. O Cn Board Chairperson Signature: �� Date: S' � 01-7 z D x I. U_ z Y Pre a,e.:i SteteHt:)endmodified for C1 sure—P"June=d Page ( 10 Y Q Packet Pg. 223 11.b U) a Application for CHDO Certification ? c a as Prior Certification of CHDO Status d N Tide 23 of the California Code of Regulations,Section 8204.1p)states:"A CHDO that serves a county In which there is no other CHDO,and that C has not applied for State HOME funds during any six consecutive years of certification and that has not developed,owned or sponsored housing during that six-year period,shall be deemed Ineligible for certification for three years from the end of the sixth year of certification.Any other y 7 CHDO that has not appal for State HOME funds during a three-year certification period shall be deemed Ineggible for cartiRcsdon for three O years from the end of the three-year certification period,unless that CHDO has developed,awned or sponsored housing within the past three s years` O O 1. Has applicant received prior CHDO Certification? E]Yes ONO If"yes",provide date of most recent certification: June 6th.2013 _ m (lf'no,do not complete remainder of form. Applicant is eligible to apply for CHDO status. If'yes,continue with 2, Z below.) 3 2. list county/counties in the CHDO's State-certified service area: Sem Bernadino.Rfvsrdde,end Eastern i.oaAngeles County c d 3. Is CHDO the only CHDO serving any particular county?" OYes ONO Identify county/counties in which CHDO is the only CHDO(If applicable): Q E a. If"yes"to#3.,has CHDO applied for State HOME funds during any 6 most recent consecutive years of its CHDO a- certification AND developed,owned or sponsored housing during that 6-year period.? Dyes ONO r. If"yes",list dates)CHDO applied for State HOME funds and list housing developed,owned or sponsored during that a• six year period: c Application date(s): H Housing developed,owned or sponsored: p s (if W to#3A.,CHDO is eligible to apply for CHDO cer*4catfan. Do not complete remainder Ofwm.1 (if'no,to#3.o.,CHDO Is ineligible to apph'for CKDO certlficadon far 3 years from the end of the a year of CHDO cwWff=ffon. Dona camplete remolnder ofform.) ti ti b. If"no"to 113.,has CHDO applied for State HOME funds during any of the 3 most recent consecutive yeah of as CHDO certification AND developed,owned or sponsored housing during that 3-year period? ®Yes ONO F If"yes",list date(s)CHDO applied for State HOME funds and list housing that was developed,owned or sponsored m during that 3-year perlod: _ Application date(s):Dacember 8th,2016 X W Housing developed,owned or sponsored: ars O (!f"yes"to b31„CHDO is eligible to apply for QfDO certiffoatfan.) to (If no"to#3.b.,CHDO Is Ineligible to apply for CHDO certfffcotfon for 3 years fmm the end of the 3rd year of CHDO Uj certfficatfon.) O Z `Refer to i idCliDOiii .fore list of certified CHDOs,expiration of CHDO S certification,and counties CHDO Is certified to serve. J M Z c P,e ;red State HM and modified for Ci s use—Rev.:une 2014 Z V Page j 11 1° Q Packet Pg. 224 11.b Ai^Jpplication far CHDO Certification z StFUWtiinr c 41 V CHDO Subsidiaries and Affiliates M Title 25 of the California Code of Regulations,Section 8204.1(f)states: OA nonprofit corporation created,formed, Cn c or under the control of another State certified CHDO and that proposes to serve the some community as the y existing CHDO shall not be eligible to apply for the CHDO certification. In addition,a non-CHDO,non-profit parent o organization may not have more than one subsidiary or affiliate that Is certified as a CHDO by the State." _ O 1. Was applicant created or formed by,or Is It under the control of,another State certified CHDO? t OYes ®No 0 t If"yes": L Name of the State certified CHDO: z Counties served by CHDO: 'c Counties served by Applicant: 3 c a� 2. Is applicant a subsidiary or affiliate of a non-profit,non-CHDO parent organization? E ®Yes Mo a rn If"yes",does parent organization have a subsidiary or affiliate other than the applicant that is a certified as a CHDO? ®Yes ONo SU If"yes",name of subsidiary or affiliate: NPHS is an affiliate of NeighborWorks Amerka,a national housing advoceis milt 240 Mates across the country.Many of these affiliates have a CHDO status xrWM their respective taeadon. c .y 7 O 2 C t` t` r LO I— m X W 06 O Cn LU O z rn D O J J LL z c Pntrad t�staa FICO anti modlad farar.�aasa—IW.brae 2014 Page 112 .. Packet Pg. 225 N x CL Attachment L to Master Agreement z HOME Guide for Review of Homebuyer Projects N d d U) rn .N O x �o O O E.s O s am 0 z 3 c m E m m tM Q E rn I � IL V) c .y 3 O x C n v _m x x W 08 O N W Q' z N O x J J LL z r C d E t 0 to Q Packet Pg. 226 11.b Exhibit 7-5 6509.2 REV-6 CHG-1 HOME Program Z Guide for Review of Homebuy er Pro i acts Participating Jurisdiction(PJ): 5ubreciplent; W Staff Consulted: � Owner/Project Address: HOME/ADDI Amount: Cn IDIS Number: _ _ IDIS Completion Date: W i Names)of Date _ r r Revtewer(s ! o s NOTE: All questions that address requirements contain the citation for the source of the requirement o (statute,regulation,NOPA,or grant agreement). If the requirement is not met,HUD must make a finding of noncompliance. All other questions(questions that do not contain the citation for M the requirement)do not address requirements,but are included to assist the reviewer in z understanding the participant's program more fully and/or to identify issues that,if not properly addressed,could result in deficient performance. Negative conclusions to these questions may 3 result in a"concern"being raised,but not a"finding." Instructions: These questions are to be used to review individual project and unit records for a£i both HOME-and ADDI-funded homebuyer projects.Nearly all HOME requirements apply to ADDI-funded homebuyer projects(match and Uniform Relocation Act requirements differ),so a all of the HOME-related questions in this Exhibit also apply to ADDI-funded projects. Note, E however,that additional requirements apply to ADDI; separate ADDI questions are included to cover those requirements. In reviewing ADDI projects,monitors must keep in mind that,due to limitations within IDIS with respect to designation of ADDI projects,the units that a PJ has a, designated as ADDI units may not be the same units that the Department has designated as S ADDI units. Consequently,monitors should only assess the compliance of units that the PJ has o designated as ADDI units with the ADDI requirements. All other units should be treated as = HOME units,irrespective of whether HUD has counted them as ADDI units. One Exhibit is to be completed for each individual project reviewed. This Exhibit is divided into nine sections: Participant Eligibility;Property Eligibility;Recapture/Resale Provisions,Eligible Costs- n Property Standards;On-Site Inspection;Contractor Selection;Construction Management;and Project Documentation. If an area or question is not examined,make a note to this effect in the "Describe Basis for Conclusion"section of the applicable question. m_ x Questions: w A. PARTICIPANT ELIGIBILITY ca -- - -- -- t as the applicable definition of income used(e.g.,the definition selected E] E] LU for this homebuyer program)? Jes YNo N/A Z Describe Basis for Conclusion: rn O 2. 2 Did the PJ correctly apply income inclusions and exclusions for the chosen E Ej Z income definition and was the calculation performed correctly? 1[24 CFR 92.203(b)] Yes No N JA = Describe Basis for Conclusion: 7-1 03/2012 Q Packet Pg. 227 11.b 6509.2 REV-6 CHG-I Exhibit 7-5 = HOME Program Z 3. _ Was household income supported with source documentation? Ui_ [HOME:24 CFR 92.203(a)(2);ADDI:24 CFR 92.610(c)] Yes No N/A •0 I t escribe Basis for Conclusion: in rn c N 4. ' 0 as the family's annual income less than or equal to 80%of the area median income? $ [HOME: 24 CFR 92.254(a)(3); ADDI:24 CFR 92.612(c)] Ys No N/A O t)escribe Basis for Conclusion: RM z 5. w ;Was the family's income determined not more than 6 months before the11 El 7 HOME or ADDI funds were committed to this homebuyer? [HOME:24 CFR 92.203(d)(2);ADDI:24 CFR 92.610(c)J Yee No N/A E m Describe Basis for Conclusion: a� a E 6. If etheth family is assisted with ADDI funds,does the family meet the first- � � Q o ime homebuyer definition in 24 CFR 92.27 rn [24 CFR 92.602(x)(1)] Yes No NIA c I)escribe Basis for Conclusion: o I = I — w c 7. Does the written agreement with the homebuyer specify that the buyer must IEl EJ F-I se the property as a principal residence throughout the period of Yes No N/A affordability? [HOME: 24 CFR 92.254(a)(3)and 24 CFR 92.504(c)(5)(i);ADDI:24 CFR 92.612(c)and 92.616(e)] w �I►escribe Basis for Conclusion: s 0 w 8. I� Y Y — '1.'lras the written agreement executed b the PJ and the homebuyer before the, � � � z %jeet was funded in IDIS? (Compare the dated signatures on the written M agreement to the Initial Funding Date on the View Activity Screen in IDIS). Yes No N/A = •[24 CFR 92.502(b)] J [Describe Basis for Conclusion: U- z r d E 03/2012 7-2 = �o Q Packet Pg. 228 11.b Exhibit 7-5 6509.2 REV-6 CHG-1 HOME Program z 9. Does the written agreement specify remedies or actions the PJ must take ifED El F-1 he principal residence requirement is not met for the affordability period? [HOME: 24 CFR 92.254(a)(5)and 24 CFR 92.504(c)(5)(i);ADDI: 24 CFR Yes No N/A 1,2.612(c)and 92.616(e)] rn ?escribe Basis for Conclusion: (n 0 10. _ Was the form of ownership eligible under the HOME or ADDI Programs0 i 0 El k0e.,fee simple title; 99-year lease; 50-year lease on Indian lands; Yes No N/A jcondominium or cooperative,if considered homeownership; or other .0 equivalent form of homeownership approved by HUD)? '[HOME: 24 CFR 92.2 and 92.254(c);ADDI: 24 CFR 92.612(c)] ___. ..__. _-.....-... z Ilescribe Basis for Conclusion: 3 Y _ .... .. E d B. PROPERTY ELIGIBILITY )oes the file list the property as a single-family home(1-4 units)? El 0 El E [HOME: 24 CFR 92.254(a)(1),24 CFR 92.2;ADDI: 24 CFR 92.602(a)(1)] Yas ho N/A ascribe Basis for Conclusion: a, .N 3 12. 'd the HOME and/or ADDI investment total at least$1,000 per HOME- c sisted unit? Yes No N/A OME: 24 CFR 92.205(c);ADDI: 24 CFR 92.612(c)] escribe Basis for Conclusion: m -- 13. __.. x as the sales price,or,if applicable,the after-rehabilitation property value E] F1 E] W less than 95%of the area median single family purchase price? °s [NOME: 24 CFR 92.254(ax2);ADDI: 24 CFR 612(c)] Yes No N/A w escribe Basis for Conclusion: W 0 _ z 14. rn jl or projects involving rehabilitation,was the after rehabilitation value ofthe ❑ El � o )iroperty determined using appropriate methods(e.g., appraisal,tax = assessments or assessment by qualified staff)? Ys No N/A J [HOME:24 CFR 92.254(a)(2);ADDI:24 CFR 92.612(c)':. z escribe Basis for Conclusion: r d 7-3 03/2012 Packet Pg. 229 11.b 6509.2 REV-6 CHG-1 Exhibit 7-5 U) x HOME Program z 15. Was the HOME and/or ADDI investment no greater than the maximum per- �] — �!uit subsidy limit established by HUD? Yes No N/A JHOME: 24 CFR 92.250(a);ADDI:24 CFR 92.612(a)] [►escribe Basis for Conclusion: Cn a� 16. N if ADDI funds were used in the project,was the ADDI investment less than `� [� fthe greater of either: a)$10,000;or b)6%of the sales price of the property? . o Yes No N/A I Note: This requirement does not apply to FY 2003 ADDI funds.) 0 [24 CFR 92.602(e)] `o ►eseribe Basis for Conclusion: L 17. r Toes theproject file include: 3 jL Relocation notice to seller(if applicable)? (Note: For ADDI,the Uniform Relocation Act requirements apply only to FY 2003 funds.) E Yes No N/A [HOME:24 CFR 92.353;ADDI:24 CFR92.614(b)(2)] 1b. Relocation notice to tenant(if applicable)?(Note:For ADDI,the D 0 a Uniform Relocation Act requirements apply only to FY 2003 funds.) E Yea No N/A IHOME: 24 CFR 92.353;ADDI:24 CFR 92.614(6)(2)] a, - C. Lead Hazard Paint notice(if pre-1978 property)? ❑ ❑ ❑ ° [HOME:24 CFR 92.355;ADDI:24 CFR 92.614(a)(4)] Yes No N/A d. Environmental review(if applicable)?(If determining compliance with E] ❑ environmental review requirements,the reviewer should use Exhibit 21- 0 Yes No N/A I to answer this question. Otherwise,verify the presence of _ documentation indicating that a review was performed.) [HOME: 24 CFR 92.352;ADDI:24 CFR 92.614(a)( e. Flood insurance protection when assistance was used for acquisition or E] construction(including rehabilitation)of real property located within the Special Flood Hazard Area(SHFA)?(Use Exhibit 27-1 of this Yes No N/A F Handbook,"Guide for Review of Flood Insurance Protection.) m [24 CFR 92.352] X Describe Basis for Conclusion: w 06 O N C. RECAPTURE/RESALE PROVISIONS Lu 18. _ - t� Does the written agreement with the homebuyer include required recapturez or resale provisions? (Complete Exhibit 7-16,"Owner,Developer, Sponsor EJ El 0 Yes No N/A o Written Agreement Exhibit,"if the PJ's standard agreement has not already x `,peen reviewed.) [HOME: 24 CFR 92.504(c)(5); ADDI: 24 CFR.92.616(e)] Z Describe Basis for Conclusion: — r c d E 03/2012 7-4 = �a V a Packet Pg. 230 Exhibit 7-5 6509.2 REV-6 CHG-1 HOME Program a. 19. Its the resale or recapture provision applied to the project consistent with the 0 [1 E � pproved resale or recapture provision in the PJ's annual action plan for the -ear in which the assistance was provided? Yen No Nva r[HOME:24 CFR 92.254 (5)(i)or(ii);ADDI: 24 CFR 92.612(c)] y Describe Basis for Conclusion: O 20. - -e I oes the resale or recapture provision comply with the requirements $ established for such provisions in the HOME regulations? ! HOME: 24 CFR 92.254(a)(5 i)or(ii);ADDI: 24 CFR 92.612(c)] Yep No N/A o Describe Basis for Conclusion: °' W z t 21. r if the property is under resale provisions,was a deed restriction or covenant urniing with the land recorded? 0 [HOME.24 CFR 92.254(a)(5)(i)(A);ADDI: 24 CFR 92.612(c)] Yas No N/A 0 Describe Basis for Conelusion: a E 22. �Tf the property was sold before the end of the affordability period,were the E] E] ecapture or resale requirements met? YM No N/A e [HOME:24 CFR 92.254(a)(4);ADDI:24 CFR 92.612(c)) 1 sescribe Basis for Conclusion: x° 23. Was the correct period of affordability established for the project,based upon the total amount of HOME and ADDI assistance provided to the homebuyer if under a resale provision or the direct subsidy provided with Yes No N/A HOME and/or ADDI funds,if under a recapture provision? m (HOME:24 CFR 92.254(a)i 4);ADDL•24 CFR 92.612(c)] w ascribe Basis for Conclusion: 06 O N LU D. ELICIIBLE COSTS z 24, v, Was the amount of assistance provided to the homebuyer reasonable(i.e., D id not provide a subsidy in excess of what was needed to purchase the unit, _ ased upon a review of individual financial circumstances)? Yee a No N/A [24 CFR 92.505(a); OMB Circular A-87,Attachment A,Section C.2] z Describe Basis for Conclusion: — Y 7-5 03/2012 Packet Pg. 231 11.b 6509.2 REV-6 CHG-1 Exhibit 7-5 = HOME Program z 25. If more than one source of public funds(Federal,State and local)was0 El El rovided,did the PJ perform a subsidy layering review to ensure that excessive subsidy was not provided? Yes No N/A [HOME:24 CFR 92.250(b);ADDI: 24 CFR 92.612(a)] escribe Basis for Conclusion: W 0 x o 26. o f unit was rehabilitated or newly conshucted,do the costs appear to be o easonable? Yes No N/A .0 [24 CFR 92.505(a); OMB Circular A-87,Attachment A,Section C.2] T Describe Basis for Conclusion: z t r 3 27. ___ 0 �• Was the subsidy provided in an eligible form of investment(i.e.,equity � No investments,interest bearing or non-interest bearing loans or advances, a Yes No NIA interest subsidies,deferred payment loans,grants, or loan guarantees)? E [HOME:24 CFR 92.205(b);ADDI:24 CFR 92-602(c).i �)escribe Basis for Conclusion: � a rn c i' •N _ If the subsidy was provided in a form not listed above,was that form c approved by HUD? — [HOME: 24 CFR 92.205(b)(1);ADDI:24 CFR 92.602(c�_,.___ Yes No N/A ascribe Basis for Conclusion: E. PROPERTY STANDARDS W ad 28. _ _ _ o if direct homebuyer assistance only was provided(no construction),did the LU ;property meet applicable property standards at time of transfer to the i Yes No Nva U) Homebuyer? z OME:24 CFR 92.251(a)(2);ADDI:24 CFR 92.612(b)] o escrlbe Basis for Conclusion: _ J LL Z C d o3nal2 7-6 a Packet Pg.232 11.b Exhibit 7-5 6509.2 REV-6 CHG-1 HOME Program Z 29. c If only direct homebuyer assistance was provided and the homebuyer was to perform necessary rehabilitation: a. Was the property free of health and safetyty violations before occu c 1 [HOME: 24 CFR 92.251(b)(2);ADDI:24 CFR 92.612(b)] Yes No N/A Cn Does the agreement require completion of rehabilitation within 24 months or,if ADDI funds are used for rehabilitation,within one year? [HOME:24 CFR 92.251(b)(3);ADDI:24 CFR 92.602(a)(2)] _ _ Yes No N/A i 2 C. Is there evidence that the property met the property standards within the E] ❑ o i required timeframe? I Yes No N/A M DesT[HOME: 24 CFR 92.508(a)(3)(iv)-ADDI:24 CFR 92.616(i)] 1 �o cribe Basis for Conclusion: rn Z 30. If the project was constructed before 1978,did the PJ comply with lead-safe ❑ El F Iiousing requirements at 24 CFR Part 35? [Complete Lead Hazard Exhibit 24-1,as appropriate,to answer this question.] Yes No N/A [HOME: 24 CFR 92.355;ADDI: 24 CFR 92.614(a)(4)] 4 a Describe Basis for Conclusion: E ca 31. If the project involved rehabilitation, does the project file include the following: N If the project did not involve rehabilitation,skip to question#42.) o i.. Work write-up/cost estimate? ❑ ❑ ❑ _ [24 CFR 92.505(a)and 24 CFR 85.36(f)] Yes No N/A h. Documentation of initial inspection? (� ❑ [24 CFR 92.505(a)and.24 CFR 85.360] Yes No N/A _ _ Documentation of progress inspections? r -- [24 CFR 92.505(a)and 24 CFR 85.36(b)(2)] Ln Yes No NIA ~ _ m Describe Basis for Conclusion: x W 0a O 32. w If the project involved rehabilitation,does the work write-up: a. include all work noted on the initial inspection report? Z [HOME: 24 CFR 92.251;ADDI: 24 CFR 92.612(b)] M Yes No N/A O reflect the PJ's written rehabilitation standards? F ❑ ❑ _J [HOME: 24 CFR 92.251(a)-ADDI: 24 CFR 92.612(b)] Yes No N/A U. Z Describe Basis for Conclusion: r C a� 7-7 03/2012 Q Packet Pg.233 11.b 6509.2 REV-6 CHG-1 Exhibit 7-5 N HOME Program a z_ 33, if the project involved rehabilitation,was the work write-up written with ❑ El 1:1 Ui enough detail to enable a contractor to provide a reliable bid? d f24 CFR 92.505(a) and 24 CFR 85.3 6(c►(3)(i)and 85.36(d)(2)(i)(A)] Yes No N/A 2 1 rescribe Basis for Conclusion; in 1 IM O 34. ___ o if�the p - --- r- roject included rehabilitation,was the work performed in accordance! ❑ ❑ r �Ath the PJ's written rehabilitation standards? y� No N/A -0 ;[HOME: 24 CFR 92.251(a);ADDI: 24 CFR 92.612(b)] 3M 'Describe Basis for Conclusion: @ z M r .3 c d E 35. d If the project included rehabilitation,does the final inspection confirm that: a {a. all contracted work was completed? ❑ ❑ ❑ Q [24 CFR 92.505(x)and 24 CFR 85.36(b)(2)] Yes No N/A c �h. the property met all applicable property standards at completion? T] ❑ ❑ a` [HOME:24 CFR 92.251(a);ADDI:24 CFR 92.612(b)] Yes No N/A c 1Describe Basis for Conclusion: N 3 O 2 C 36. If the project involved new construction of a unit,does the final inspectionEl 11 onfirm that the property met all applicable property standards at Yes No N/A ompletion? m [24 CFR 92.251(a)] D eseribe Basis for Conclusion: W ad O W (7 Z U) D O J J LL z r C d E 03/2012 7-8 = a Packet Pg. 234 Exhibit 7-5 6509.2 REV-6 CHG-I HOME Program z 37. On-Site Inspection: If this project has been selected for an on-site inspection to examine the ouality of the rehabilitation work,the HUD reviewer should perform a walk-through of the roperty with the initial inspection,the work write-up,and the final inspection cport.(Complete this question only Van onsite inspection was aformed.) in [OS] a. Based upon observable conditions,have the ❑ ❑ ❑ c deficiencies identified in the initial inspection report been corrected? Yee No N/A 0 [HOME: 24 CFR 92.251;ADDI: 24 CFR 92.6121 1:,)] [OS] b. li the homebuyer satisfied wide the rehabilitation? I ❑ F1 ❑ o Yes No N/A E O [OS] c. Is the property free of all obvious property standards ❑ ❑ ❑ violations? M [HOMEYes No N/A: 24 CFR 92.251;ADDI:24 CFR 92.612(b)] d z ]OS] d. Based upon observable conditions,what was the status of the rehabilitation work at, 3 the time of the onsite inspection? . ❑ ❑ ❑ d CompleteNot Started E ascribe Basis for Conclusion: a, a E L F. CONTRACTOR SELECTION(if applicable) 38. a� oes the project file include verification of contractor eligibility,e.g.,that ❑ ❑ ❑ wards were not made to any party excluded,disqualified or otherwise c ineligible(i.e.,suspension,debarment or limited denial of participation)for Yes No N/A = Federal procurement or nonprocurement programs? HOME: 24 CFR 92.350(a);ADDI:24 CFR 92.614(a)(1)] Describe Basis for Conclasion: Ln 39. ~ 11 as the rationale for the selection of the contractor documented? ❑ ❑ ❑ x [24 CFR 92.505(a)and 24 CFR 85.36(b)(9)] Yes No N/A w 06 Describe Basis for Conclusion: N w 40. z If the PJ selected the contractor,was a competitive bid process used? ❑ ❑ N [24 CFR 92.505(a)and 24 CFR 85.36(d);HOME:24 CFR 92.505(a);ADDI Yrs No N/A 2 _4 CFR 616(t)], _JDescribe Basis for Conclusion: J f z _ d 7-9 03/2012 Q Packet Pg. 235 11.b 6509.2 REV-6 CHG-1 Exhibit 7-5 HOME Program Z 41. If the homebuyer solicited the bids,was more than one bid solicited? — vi Y: No N/A U Describe Basis for Conclusion: N m C 0 G. CONSTRUCTION MANAGEMENT 42. 0 Did the homebuyer and contractor execute a construction or rehabilitation o [24 CFR 92.505(a)and 24 CFR 85.20(b)(6)] Yes No N/A Describe Basis for Conclusion: Z t 3 r 43. 0 'A'ere progress inspections of the project performed prior to approving the1:1 El a Contractor's request for payment? [24 CFR 92.505(a)and 24 CFR 85.36(b)(2)] Yes No N/A a _ E �Uescribe Basis for Conclusion: 0 44. _ En _ Uid the owner approve final payment to the contractor? ❑ E o x Yes No N/A = w Describe Bads for Conclusion: ti ti 45. _ - s the file contain: m _ x Final Lien Release? w [24 CFR 92.505(a)and 24 CFR 85.36(bx2)] p Yea No N/A V) UJ Contractor Warranty or Equipment Warranties? El L] F [24 CFR 92.505(a)and 24 CFR 85.36(b)(2)] z 'Yea No N/A N --- D !escribe Basis for Conclusion: p x J J_ LL Z r C d E 03/2012 7-10 a Packet Pg.236 Exhibit 7-5 6509.2 REV-6 CHG-1 HOME Program 9 z H. PROJECT DOCUMENTATION 46. _ ;Based upon a review of the project file,is the documentation being maintained sufficient to _I demonstrate compliance with the following HOME requirements: a. Income eligibility? W d [HOME:24 CFR 92.203 and 92.254(a)(3);ADDI:24 CFR 92.610(c) Y4w No N/A ❑ ❑ ❑ _ and 92.612(c)] Written agreement? ❑ ❑ ❑ [HOME:24 CFR 92.504;ADDI: 24 CFR 92.616(e)] Yes No N/A 0 f.. Principal residency? ° [HOME:24 CFR 92.254(a)(3);ADDI: 24 CFR 92.612(c)] ❑ ❑ ❑ o Yes No N/A � i. Approved form of ownership? M [24 CFR 92.2;HOME:24 CFR 92.254(c);ADDI 24 CFR 92.612(c)] Yes No N❑ ❑ D z r e. Property type(e.g.,single family 1-4)? ❑ ❑ El 3 [HOME: 24 CFR 92.254(a)(1),24 CFR 92.2;ADDI: 24 CFR = 92.602(x)(1)] Yes No N/A [HOME:24 CFR 92.254(x)(2);ADDI:24 CFR 92.612(c)] ❑ ❑ ` Yes No N/A Q Minimum HOME/ADDI investment? ❑ ❑ E-1 E [HOME:24 CFR 92.205(c);ADDI: 24 CFR 92.602(e)] Yes No N/A �. Maximum per unit subsidy? El El D [HOME:24 CFR 92.250(a);ADDI: 24 CFR 92.612(a)] Yam No N/A y --.. '. Maximum ADDI subsidy? ❑ ❑ ❑ _ [24 CFR 92.602(c)] _ Yes NO N/A w Resale/Recapture requirement? ❑ El[HOME:24 CR 92.254(a)(5);ADDI: 24 CFR 92.612(c)] YesNo N/A ❑ n F--Property standards(including lead-based paint)? - , D ❑ D ' [HOME:24 CFR 92.251;ADDI: 24 CFR 92.612(b)] 'vas No N/A m -Eligible costs? ❑ ❑ ❑ [HOME: 24 CFR 92.206;ADDI: 24 CFR 92.602(b)] Yes No N/A 06 LU -_ . Subsidy layering(if applicable)? El ❑ D CnO [HOME:24 CFR 92.250(b);ADDI: 24 CFR 92.612(a)] Yes No N/A W ascribe Basis for Conclusion: O z O x J J LL z Z7 C d C 7-11 03/2012 Q Packet Pg.237