Carson City Council
November 18, 2025

10 OpenGov Master Services Agreement – City of Carson, CA November 4, 2025 provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 11.5 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the party’s reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1. 11.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 11.7 Survival. The following sections of this Agreement shall survive termination or expiration: Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.6 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous). 11.8 Assignment. There are no third-party beneficiaries to this Agreement. Neither party may assign, or otherwise transfer this Agreement without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors. 11.9 11.9 Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other. 11.10 Governing Law and Jurisdiction. This Agreement will be governed by the laws of Customer’s jurisdiction, without regard to conflict of laws principles. The parties submit to personal jurisdiction and venue in the courts of Customer’s jurisdiction. 11.11 Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any additional or different terms in a purchase order or click-through agreement are expressly rejected by the parties and are void. Any modification to this Agreement must be in writing and signed by an authorized representative of each party. No third parties are authorized to modify this Agreement. If

11 OpenGov Master Services Agreement – City of Carson, CA November 4, 2025 there is a conflict between this Agreement and any other attached or incorporated document, the terms of this Agreement will control unless expressly stated otherwise. City of Carson: OpenGov, Inc. Signature ________________________ Signature __________________________ Name ________________________ Name __________________________ Title ________________________ Title __________________________ Date ________________________ Date __________________________ ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl]
OpenGov Inc. 660 3rd Street, Suite 100 San Francisco, CA 94107 United States Order Form Number: Q-11431 Prepared By: Ryan King Created On: 11/05/2025 Email: [email protected] Order Form Expiration: 11/30/2025 Contract Term: 60 Months Subscription Start Date: 12/01/2025 Subscription End Date: 11/30/2030 Customer Information: Customer: City of Carson, CA Contact Name: Gary Carter Bill To/Ship To: 701 E Carson St Email: [email protected] Carson, California Phone: 310-952-1754 90745 United States Order Details: Billing Frequency: Prepaid Payment Terms: Net 30 Days SOFTWARE SERVICES: Product Name Start Date End Date Annual Fee Contract Document Assembly & eSignatures 12/01/2025 11/30/2026 $3,744.29 OpenGov Core Procurement and Contracts 12/01/2025 11/30/2026 $42,246.72 Contract Document Assembly & eSignatures 12/01/2026 11/30/2027 $3,931.51 OpenGov Core Procurement and Contracts 12/01/2026 11/30/2027 $44,359.05 Contract Document Assembly & eSignatures 12/01/2027 11/30/2028 $4,128.08 OpenGov Core Procurement and Contracts 12/01/2027 11/30/2028 $46,576.99 Contract Document Assembly & eSignatures 12/01/2028 11/30/2029 $4,334.49

OpenGov Core Procurement and Contracts 12/01/2028 11/30/2029 $48,905.85 Contract Document Assembly & eSignatures 12/01/2029 11/30/2030 $4,551.21 OpenGov Core Procurement and Contracts 12/01/2029 11/30/2030 $51,351.13 PROFESSIONAL SERVICES: Product Name Start Date Description Fee Professional Services Deployment - Prepaid 12/01/2025 Custom Deployment from OpenGov Professional Services team. Scope-dependent. $49,920.00 Professional Services Total: $49,920.00 Customer Billing/Service Periods: Period: Total: 12/01/2025 $95,911.01 12/01/2026 $48,290.56 12/01/2027 $50,705.07 12/01/2028 $53,240.34 12/01/2029 $55,902.34 Order Form Legal Terms: This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here. The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms City of Carson, CA: OpenGov, Inc. Signature: ____________________________ Signature: ____________________________ Name: ____________________________ Name: ____________________________ Title: ____________________________ Title: ____________________________ Date: ____________________________ Date: ____________________________ Powering More Effective and
Accountable Government
Procurement & Contract Management

OpenGov Platform
Budgeting & Performance
FinancialManagement
Tax & Revenue Collection
OpenGov Cloud
Permitting & Licensing
Procurement & Contract Management
Security & Compliance (SOC 2 & 3, StateRAMP, TX-RAMP) | AI | Dashboards | Real-time Reporting | Public Portals | Open APIs | GIS | Multi-Tenant Cloud | Uptime | Automatic Updates | Mobile | Administrator Controls Enterprise Asset Management
Confidential, Do not share
Top Benefits of OpenGov Procurement & Contract Management

1. Centralized procurement: guided step by step processes designed for government to increase efficiency, consistency, and compliance

2. Simplified, free vendor experience: easy and simple to use to promote more competition a. 3-5x More Supplier Responses
b. 100-300% Increase in Published Bids & Bid Views

3. Automation: save valuable staff time, reduce administrative burden a. 50-90% Less Time Building Solicitations
b. 50% Less Time Evaluating RFPs and Bids
c. Automate contract management and eliminate fire drills on key milestone dates

4. End to end Procurement to Contract lifecycle: capture the lifecycle of procurements in a single location

4 Proposal
Procurement & Contract Management
Collaborative, Transparent End-to-End eProcurement & Contract Management Manage
Requests
Develop
Solicitations
Engage
Suppliers
& Evaluate
Manage
Contracts
Workflow Sequencing
Rules & Policy Enforcement
RFx Assembly Automation
Collaboration & Approvals
Version & Format Control
Template & Scope Library
Supplier Self-Service
Guided Bidding
Multi-Phased
Evaluations
Lowest Responsive
Spend Tracking
Contract Development
eSignatures
Records Retention

Confidential, Do not share
Example Implementation Timeline

Confidential, Do not share
Implementation Overview
● Solicitation Templates:
○ OpenGov will configure 3 solicitation templates (1 Construction, 2 Non-Construction) ● Contract Templates
○ OpenGov will configure 2 contract templates (1 Construction, 1 Non-Construction) ● Historical and/or Active Contracts:
○ Provide a mapping document for the metadata of contracts to be uploaded into the system. ○ Import the contract records listed in the contract log. ● Training
○ Provide training on system functionality. Topics include:
■ Creating Bids with Generic Templates
■ Live Bid Management & Vendor Experience
■ Evaluation and Awarding
■ Writing Solicitations using templates
■ Contract Document Developer Tools
■ Docusign eSignatures
OpenGov Procurement & Contract Management Suite Pricing Solution Package NASPO Price Carson Proposal
OpenGov Procurement:

Solicitation Development, Supplier
Engagement, Evaluations & Awards,
Contract Management, Contract
Document Assembly & eSignatures
$59,327
(annual)
$47,340
(annual)
Professional Services/Deployment $58,240
(one-time) $49,920
(one-time)
8 Investment Summary
9 Investment Summary (3-year)
OpenGov Investment Summary - Procurement & Contract Management Subscription Term Months Software Professional Services Term Total October 27, 2025 - October 26, 2026 12 $47,340.00 $49,920.00 $97,260.00 October 27, 2026 - October 26, 2027 12 $49,707.00 $0 $49,707.00 October 27, 2027 - October 26, 2028 12 $52,192.35 $0 $52,192.35 OpenGov Pricing Includes:
● OpenGov Procurement
○ Solicitation Development, Supplier Engagement, Evaluations & Awards, Contract Management, Contract Document Assembly & eSignatures ● Unlimited Users & Licenses
● Professional Services price subject to change
● Professional services is a one-time fee
● 15% Discount off NASPO price included in software cost Annual Software Subscription, Professional Services Implementation, Ongoing Support & Maintenance.

All Future Software Enhancements, Fixes, and Updates
Expiration: Estimate Based on a completed agreement on or before October 31, 2025 Final numbers subject to slight change order form/quote generation

10 Investment Summary (5-year)
OpenGov Investment Summary - Procurement & Contract Management Subscription Term Months Software Professional Services Term Total October 27, 2025 - October 26, 2026 12 $45,991.00 $49,920.00 $95,911.00 October 27, 2026 - October 26, 2027 12 $48,290.55 $0 $48,290.55 October 27, 2027 - October 26, 2028 12 $50,705.08 $0 $50,705.08 October 27, 2028 - October 26, 2029 12 $53,240.33 $0 $53,240.33 October 27, 2029 - October 26, 2030 12 $55,902.35 $0 $55,902.35 OpenGov Pricing Includes:
● OpenGov Procurement
○ Solicitation Development, Supplier Engagement, Evaluations & Awards, Contract Management, Contract Document Assembly & eSignatures ● Unlimited Users & Licenses
● Professional Services price subject to change
● Professional services is a one-time fee
● 20% Discount off NASPO price included in software cost + additional 2.5% discount incentive for 5 year contract Annual Software Subscription, Professional Services Implementation, Ongoing Support & Maintenance.

All Future Software Enhancements, Fixes, and Updates
Expiration: Estimate Based on a completed agreement on or before October 31, 2025 Final numbers subject to slight change order form/quote generation

11 Statement of Work City of Carson, CA

Creation Date: 09/25/2025 SoW Expiration Date: 12/25/2025 Document Number: PS-09906.2 Created by: Liam Watkins

PS-09906.2 1

Table of Contents OpenGov Statement of Work 3 1. Project Scope and Understanding 3 2. Exhibits 3 3. OpenGov Responsibilities 3 4. Customer Responsibilities 3 5. Project Delivery 4 6. Estimated Schedule 4 7. Acceptance Procedure 4 8. Modifications 5 9. Communication and Escalation Procedure 5 Exhibit 1: Implementation Activities 6 OpenGov Implementation Methodology Overview 6 Procurement & Contract Management: 6 Initiate 6 Validate 7 Configure 7 Train 9 Launch 9 Exhibit 2: Technical Requirements 11 Procurement Technical Requirements 11 PS-09906.2 2

OpenGov Statement of Work

1. Project Scope and Understanding This Statement of Work (“SOW”) outlines the Professional Services OpenGov will provide

to

City

of

Carson,

CA

(“Customer”)

under

the

applicable

Order

Form.

Professional

Services

or

technical

requirements

not

listed

in

this

SOW

are

out

of

scope.

2. Exhibits The following exhibits are incorporated by reference and are part of this SOW: 2.1. Exhibit 1: Implementation Activities 2.1.1. Procurement & Contract Management 2.2. Exhibit 2: Technical Requirements 2.2.1. Procurement & Contract Management 3. OpenGov Responsibilities OpenGov will provide a framework for planning, communication, progress tracking, and

coordination

for

activities

in

Exhibit

1. In

collaboration

with

Customer,

OpenGov

will

develop

and

maintain

the

Project

Plan.

The

“Project

Plan”

is

a

detailed,

living

document

that

defines

how

the

project

will

be

executed,

including

tasks,

timelines,

milestones,

and

team

assignments.

OpenGov

will

monitor

progress

against

the

Project

Plan,

coordinate

adjustments

to

tasks

and

schedules

as

needed,

and

conduct

status

meetings

as

agreed

to

by

the

parties.

OpenGov

will

provide

weekly

status

reports,

a

Project

Charter,

and

a

RAID

register

(Risks,

Actions,

Issues,

and

Decisions).

The

“Project

Charter”

is

a

high-level

document

outlining

the

project’s

purpose,

goals,

key

stakeholders,

success

criteria,

and

major

milestones.

4. Customer Responsibilities The Customer will appoint a primary point of contact with authority to make binding decisions

(“Customer’s

Project

Manager”).

This

person

will

coordinate

internal

resources,

assign

subject

matter

experts

(“SMEs”),

and

oversee

implementation.

Responsibilities

include

attending

status

meetings,

making

timely

decisions,

providing

requested

information,

escalating

issues

internally,

and

collaborating

on

the

Project

Plan

and

Change

Order

process,

if

applicable.

Customer acknowledges that the success of this project is contingent on its full participation.

Customer

must

provide

data

within

ten

(10)

business

days

of

a

request,

maintain

consistent

data

formats

and

access

throughout

the

project,

and

allocate

the

necessary

Customer

resources

and

time

to

support

deliverables

and

meet

agreed-upon

timelines.

PS-09906.2 3

Any failure by Customer to meet its responsibilities under this SOW (each, a “Customer

Delay”)

will

automatically

suspend

the

affected

obligations

of

OpenGov

for

the

duration

of

the

Customer

Delay

and

for

a

reasonable

restart

period

thereafter.

All

affected

milestones,

delivery

dates,

and

service-level

commitments

will

be

extended

on

a

day-for-day

basis

(or

as

otherwise

reasonably

necessary)

to

account

for

the

Customer

Delay,

and

may

result

in

an

adjustment

of

the

fees

if

OpenGov

incurs

additional

time,

materials,

or

other

costs

as

a

result.

Under

no

circumstances

will

any

consequence

of

a

Customer

Delay

constitute

a

breach

by

OpenGov

of

this

SOW

or

of

the

Agreement,

nor

will

OpenGov

be

liable

for

any

failure

to

meet

a

performance

obligation

that

is

caused,

in

whole

or

in

part,

by

a

Customer

Delay.

5. Project Delivery OpenGov will perform services under this SOW remotely. OpenGov may use a combination

of

OpenGov

personnel

and

OpenGov-trained

implementation

partners

to

deliver

the

services

described

in

this

SOW.

6. Estimated Schedule The estimated duration of this work is four (4) months. The specific timeline, including

order

of

delivery

of

the

suite(s),

will

be

determined

during

the

project

planning

activities

in

the

Initiate

Phase.

Services

are

estimated

to

begin

within

two

(2)

weeks

and

no

later

than

four

(4)

weeks

from

contract

signature.

OpenGov

reserves

the

right

to

adjust

the

schedule

based

on

the

availability

of

Customer

or

OpenGov

resources,

and

the

timeliness

of

deliverables

provided

by

the

Customer.

7. Acceptance Procedure OpenGov will submit completed deliverables to the Customer’s Project Manager for review.

Within

five

(5)

business

days

of

receipt,

the

Customer’s

Project

Manager

will

either

provide

written

acceptance

or

a

list

of

requested

revisions.

In

the

event

there

are

requested

revisions,

the

subsequent

review

period

for

acceptance

will

follow

the

same

timeline

until

final

acceptance.

If

Customer

does

not

respond

within

this

period,

the

deliverable

will

be

deemed

accepted.

Once

a

deliverable

is

accepted,

any

requested

changes

will

require

a

paid

Change

Order.

Acceptance milestones and review timelines will be tracked in the Project Plan.

Both

parties

acknowledge

that

delays

in

task

completion

or

unresolved

issues

may

impact

the

project

timeline.

If

OpenGov

determines

in

good

faith

that

Customer

is

not

fulfilling

its

responsibilities

under

this

SOW,

OpenGov

may

place

services

on

hold

following

a

minimum

of

five

(5)

business

days’

written

notice.

The

notice

will

specify

the

actions

needed

to

progress

the

project.

During

the

hold

period,

OpenGov

PS-09906.2 4

may reallocate resources without penalty and will not be responsible for resulting delays.

8. Modifications The fees and estimated timeline are based on the scope and assumptions in this SOW.

If

either

party

determines

that

a

change

to

the

scope

is

necessary,

the

parties

will

collaborate

to

define

the

required

modification,

which

may

result

in

fee

adjustments

based

on

OpenGov’s

standard

rates.

All

modifications

must

be

documented

in

a

written

Change

Order

and

signed

by

both

parties

(“Change

Order”)

.

Examples

of

changes

include

revisions

to

the

project

timeline,

deliverables,

or

resource

allocation.

9. Communication and Escalation Procedure OpenGov and Customer agree to maintain regular communication in alignment with the

Project

Plan

to

ensure

progress,

resolve

questions

promptly,

and

minimize

risk.

Both

parties

will

raise

any

issues

or

concerns

in

a

timely

manner.

If

challenges

are

not

resolved

through

standard

project

discussions,

Customer

and

OpenGov

Project

Managers

will

escalate

to

their

respective

executive

leadership

teams

to

jointly

determine

a

resolution

and

align

on

a

path

to

successful

implementation.

PS-09906.2 5

Exhibit 1: Implementation Activities OpenGov Implementation Methodology Overview Every OpenGov implementation follows a five-phase hybrid methodology designed to ensure a structured

and

collaborative

deployment.

The

phases

are:

1. Initiate – OpenGov provisions access and performs initial system setup. 2. Validate – OpenGov works with the Customer to confirm requirements and review initial configurations.

3. Configure – OpenGov completes system configuration as outlined in this SOW. 4. Train – OpenGov provides training to system administrators and/or end users, as applicable. 5. Launch – OpenGov provides post-go-live support and transitions the Customer to OpenGov’s

Customer

Success

Team.

Each implementation is structured around these phases. Deliverables, sign-offs, and completion criteria

are

aligned

to

the

relevant

phase.

Procurement & Contract Management:

Use Cases Build for Procurement: ● Solicitation Development ● Supplier Engagement, Evaluation and Awards Initiate Provisioning Procurement Website Instance \ OpenGov will: ● Configure customer portal and upload Customer’s logo. Customer will: ● Provide logo. ● Confirm access to the Portal. Completion Criteria ●

Customer

verifies

access

to

the

site.

PS-09906.2 6

Validate
Technical Project Review OpenGov will: ● Provide up to one (1) two-hour working session at the beginning of the project to: o Confirm list of templates o Review technical requirements o Provide documentation on requirements and processes OpenGov Assumptions: ● Boilerplate language will be provided within two (2) weeks immediately following the kick-off

meeting.

Customer will: ● Identify relevant participants for attendance. ●

Confirm deliverables.
●

Gather and provide relevant data for the project. Completion Criteria ● Customer sign-off on the project plan.

Configure
Supplier Engagement, Evaluation and Award Configuration Vendor Portal OpenGov will: ● Provide the Customer with iframe code and documentation to create the Vendor Portal. ● Import the list of vendors provided by Customer. OpenGov Assumptions: ● Customer will provide a complete and accurate vendor list for import to OpenGov. OpenGov clean

up/correction

of

imported

files

are

not

included

in

the

scope

of

this

project.

Customer will: ● Allocate resources to create the Vendor Portal. ● Provide vendor email list and send vendor email/letter. ● Ensure that Vendor Portal will be active before OpenGov begins configuration of templates or

the

Solicitation

Development

phase.

Completion Criteria ● Customer sign-off that Vendor Portal has been configured.

Generic Template OpenGov will: ● Deploy generic template. ● Provide OpenGov's “Paper to Paperless Language Transition Guide” to assist transition from paper

to

electronic.

Customer will: ● Provide a copy of the next solicitation document. ● Provide information to complete the generic solicitation upload template including forms and

an

example

recent

solicitation.
● Provide the category code set used by the agency (NIGP, NAICS, or UNSPSC). Completion Criteria PS-09906.2 7
● Customer sign-off that the Generic Template has been configured.

Solicitation Template Development Solution OpenGov will: ● Review and confirm the Solicitation Templates and documents provided by the Customer. ● Configure up to three (3) total Solicitation Template(s) from customer provided standard templates:
○ Two (2) Non-Construction Solicitation Template will be built based on examples collected

from

the

customer

up

to

one

hundred

(100)

pages

in

length.
○ One (1) Construction Solicitation Template will be built based on examples collected from

the

customer

up

to

two

hundred

(200)

pages

in

length.
● Work with Customer to design and get sign off on the template(s). OpenGov Assumption: ● If templates were not provided by the Customer prior to the creation of the SOW and the customer

provides

templates

during

the

project

that

exceed

the

assumptions

above,

the

Change

Order

Process

will

be

followed.

Customer will: ● Provide templates. ● Provide forms associated with solicitation templates. ● Provide admin documents. ● Select the first solicitation type (usually ITB or RFP), to work with OpenGov for the design ●

Test the configuration of each template by creating test projects and provide feedback. ●

Validate and provide signoff on Solicitation Templates. Completion Criteria ● Customer sign-off that the Solicitation template(s) have been configured.

Contract Management Configuration
Create and Manage Contracts OpenGov will: ● Provide one (1) - one hour Overview of the Contract Management Solution to Customer’s System

Administrator(s).
● Provide guidance and instruction to the System Administrator on creating and managing contracts.

Customer will: ● Attend scheduled System Overview ● Create and manage contract records in the system with guidance from OpenGov. Completion Criteria ● Contracts training has been conducted.

Contract Template Deployment OpenGov will: ● Review & configure agreed upon contract templates. ● Configure up to one (1) total Contract Template(s) from customer provided standard boilerplate

templates

:
○ One (1) Non-Construction Contract Template will be built based on examples collected

from

the

customer

up

to

fifty

(50)

pages

in

length.

PS-09906.2 8
○ One (1) Construction Contract Template will be built based on examples collected from

the

customer

up

to

two

hundred

(200)

pages

in

length.

OpenGov Assumption: ● If templates were not provided by the Customer prior to the creation of the SOW and the customer

provides

templates

during

the

project

that

exceed

the

assumptions

above,

the

Change

Order

Process

will

be

followed.

Customer will: ● Provide templates.
●

Test the configuration of each template by creating test projects and provide feedback. ● Validate and provide signoff on Contract templates. Completion Criteria ● Customer sign-off that the Contract Template(s) have been configured. eSignatures OpenGov will: ● Enable eSignatures. ● Provide instructions on how to use eSignatures. Customer will: ● Gather and provide relevant process information for eSignatures. ●

Test the configuration and provide feedback. Completion Criteria ● Customer sign-off on eSignatures.

Historical and/or Active Contract Metadata Upload OpenGov will: ● Provide a compatible mapping document in Excel format for the metadata of contracts (contracts

log)

to

be

uploaded

into

the

system.
● Import the contract records listed in the contract log. OpenGov Assumptions: ● OpenGov clean up/correction of attachments are not included in the scope of this project. Customer will ● Customer will transfer their contract metadata into the mapping document provided by OpenGov

for

import

into

OpenGov.

OpenGov

clean

up/correction

of

imported

logs

are

not

included

in

the

scope

of

this

project.

Completion Criteria ● Historical/Active Contract log has been loaded.

Admin Documents and Checklist Configuration OpenGov will: ● Review & configure up to four (4) standard Admin Documents : ○ Proposal Viewer Agreement ○ Interview Invitation ○ Non-Award Letter ○ Notice of Intent to Award Customer will: ● Provide Admin Documents. Completion Criteria PS-09906.2 9
● Admin Documents and Checklist have been configured.

Single Sign On (SSO) Implementation OpenGov will: ● OpenGov implement identity provider initiated SSO for Microsoft ADFS, Microsoft Azure AD, or

Okta.

Customer will: ● Complete the SSO enablement form. ● Provide the information from the identity provided required to establish SAML or HTTPS certification.
● Add OpenGov as a new application in Customer identity provider. Completion Criteria ● Single Sign On has been configured.

Train Procurement Training OpenGov will: ● Provide training on system functionality. Topics include: ○ Supplier Engagement ■ Creating Bids with Generic Templates ■ Live Bid Management & Vendor Experience ■ Evaluation and Awarding ○ Solicitation Development ■ Writing Solicitations using templates Customer will: ● Attend training sessions as scheduled by the Project Manager and agreed to in the Project Plan.

Completion Criteria ● Training has been conducted.

Working Sessions OpenGov will: ● Assign practice exercises to Customer to gain familiarization. ● Assist Customer during first real-life solicitation posting, and opening (if during deployment).
● Respond to questions regarding configured system functionality. Customer will: ● Complete practice exercises to gain familiarization. ● Identify internal Admin Users & security permissions for all other users. Completion Criteria ● Working sessions have been conducted.

Launch
HyperAdopt
OpenGov will:

PS-09906.2 10
● Provide up to eight (8) hours of remote working session(s) to answer any questions following

solution

acceptance.

● Send Solution Acceptance Document ● Transition for project team to Customer Success. Customer will: ● Identify issues and attend sessions. ● Sign Solution Acceptance Document Completion Criteria ● Customer sign-off that the project has been completed.

PS-09906.2 11

Exhibit 2: Technical Requirements
Procurement Technical Requirements Logo ● .png or .jpg file ● At least 300KB but not larger than 500KB Vendor List ● Single Flat file ● .csv or .xlsx format Sample Documents or Boilerplate Templates ● PDF or Word format, including all related attachments and documents. Admin Documents ● PDF or Word format PS-09906.2 12
Agreement 17810-24-Rxxxxxx
July 2023

Agreement No.

A
GREEMENT BETWEEN THE COUNTY OF SAN MATEO AND OPENGOV, INC.

This Agreement is entered into this 25th day of July, 2023, by and between the County of San Mateo, a political subdivision of the state of California, hereinafter called “County” or “Customer,” and OpenGov, Inc, hereinafter called “Contractor” or “OpenGov.” * * *
W
hereas, pursuant to Section 31000 of the California Government Code, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of providing the Software Services and Professional Services set forth in Exhibit B – Payments and Rates.

Now, therefore, it is agreed by the parties to this Agreement as follows:

1. Exhibits and Attachments
T
he following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A—Scope of Work
Exhibit B— Payments and Rates
Exhibit C— OpenGov COTS MSA
Exhibit D – Engagement Charter
Exhibit E – Implementation Activities
Exhibit F – Technical Requirements

2. Services to be performed by Contractor
In
consideration of the payments set forth in this Agreement and in Exhibit B – Payments and Rates, Contractor shall provide the Software Services and Professional Services for County in accordance with the terms, conditions, and specifications set forth in this Agreement in the Exhibits. In the event of a conflict, the order of precedence shall be 1) this Agreement; 2) Exhibit C (OpenGov MSA), Exhibit B (Fees), Exhibit A (SOW).

3. Payments
In
consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A – Scope of Work, County shall make payment to Contractor based on the fees and in the manner specified in Exhibit B – Payments and Rates. In no event shall County’s total fiscal obligation under this Agreement 




 



Resolution No. 079839
Agreement 17810-24-Rxxxxxx
July 2023

exceed One Million Dollars ($1,000,000). In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination or expiration.

4. Term
Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 25, 2023, through July 24, 2026. The County has the option to extend the term for Software Services for additional years at the rates provided in Exhibit B; to exercise that option, County shall notify Contractor in writing at least 30 days prior to termination.

5. Termination

This Agreement may be terminated by Contractor or by the County’s Procurement Manager or his/her designee at any time without a requirement of good cause, provided that advance written notice to the other party is given at least 180 (one hundred and eighty) days prior to the due date for the annual subscription payment. In the event of such termination, all fees due prior to termination shall remain due to Contractor and all fees paid to Contractor shall be non- refundable. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non-breaching party may terminate this Agreement.

6. Relationship of Parties

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of County and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.





 



Agreement 17810-24-Rxxxxxx
July 2023

7. Hold Harmless

a. General Hold Harmless
Contractor shall indemnify and save harmless County and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services required of Contractor under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following:
(A) injuries to or death of any person, including Contractor or its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; or (C) any other loss or cost resulting from the acts or omissions of Contractor and/or its officers, employees, agents, and servants.
(D) In the event of concurrent negligence (or acts or omissions) on the part of the County and Contractor, then liability for any and all claims for injuries or damages to persons and/or property that are arise out of the terms and conditions of this Agreement shall be apportioned according to the California theory of comparative fault.

The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. b. Intellectual Property Indemnification
Contractor owns, controls, and/or licenses and retains all right, title, and/or interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and/or other technology relating to any part of the services it provides under this Agreement and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”) except as otherwise noted by this Agreement.

Contractor shall defend, indemnify, and hold harmless County from and against all liabilities, costs, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to any claim by a third party that the services provided under this Agreement infringe or violate any third-party’s IP Rights provided any such right is enforceable in the United States. Contractor’s duty to defend, indemnify, and hold harmless under this Section applies only provided that: (a) County notifies Contractor promptly in writing of any notice of any such third-party claim; (b) County cooperates with Contractor, at Contractor’s expense, in all reasonable respects in connection with the investigation and defense of any such third-party claim; (c) Contractor retains sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise (provided Contractor shall not have the right to settle any criminal action, suit, or proceeding without County’s prior written consent, not to be unreasonably withheld, and provided further that any settlement permitted under this Section shall not impose any financial or other obligation on County, impair any right of County, or contain any stipulation, admission, or acknowledgement of wrongdoing on the part of County without County’s prior written consent, not 




 



Agreement 17810-24-Rxxxxxx
July 2023

to be unreasonably withheld); and (d) should services under this Agreement become, or in Contractor’s opinion be likely to become, the subject of such a claim, or in the event such a third party claim or threatened claim causes County’s reasonable use of the services under this Agreement to be seriously endangered or disrupted, Contractor shall, at Contractor’s option and expense, either: (i) procure for County the right to continue using the services without infringement, (ii) replace or modify the services so that they become non-infringing but remain functionally equivalent, or (iii) terminate the licenses granted hereunder and provide to County a pro-rata refund for any pre-paid, unused fees paid by the County.

Notwithstanding anything in this Section to the contrary, Contractor will have no obligation or liability to County under this Section to the extent any otherwise covered claim is based upon: (a) any aspects of the services under this Agreement which have been modified by or for County (other than modification performed by, or at the direction of, Contractor) in such a way as to cause the alleged infringement at issue; and/or (b) any aspects of the services under this Agreement which have been used by County in a manner prohibited by this Agreement.

The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

8. Assignability and Subcontracting

Except in the event of a change of control, Contractor shall not assign this Agreement, the provision of the Professional Services, or any portion thereof to a third party, nor subcontract with a third party to provide Professional Services required by Contractor under this Agreement without the prior written consent of County, which shall not be unreasonably withheld. In the event of a change of control, Contractor shall notify the County in writing. County shall have thirty (30) days from such notification to terminate the Agreement in the event that County has a reasonable justification for not contracting with the acquiring party.

9. Insurance

a. General Requirements

Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and such insurance has been approved by County’s Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. Contractor shall furnish County with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability 




 



Agreement 17810-24-Rxxxxxx
July 2023

endorsement extending Contractor’s coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days’ notice must be given, in writing, to County of any pending change in the limits of liability or of any cancellation or modification of the policy. b. Workers’ Compensation and Employer’s Liability Insurance

Contractor shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement. c. Liability Insurance

Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below:
(a) Comprehensive General Liability ............... $1,000,000

(b) Non-Owned, Motor Vehicle Liability Insurance…$1,000,000

(c) Technology Errors & Omissions ............... $1,000,000

County and its officers, agents, employees, and servants shall be named as additional insured on any such policies of insurance (except workers compensation), which shall also contain a provision that (a) the insurance afforded thereby to County and its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy and (b) if the County or its officers, agents, employees, and servants have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, County, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work and payment pursuant to this Agreement.





 



Agreement 17810-24-Rxxxxxx
July 2023

10. Compliance With Laws

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, regulations, and executive orders, as well as any required economic or other sanctions imposed by the United States government or under state law in effect during the term of the Agreement.

Such services shall also be performed in accordance with all applicable ordinances and regulations, including but not limited to appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this Agreement and any applicable State, Federal, County, or municipal law, regulation, or executive order, the requirements of the applicable law, regulation, or executive order will take precedence over the requirements set forth in this Agreement.

The parties agree the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended are not applicable to this Agreement since the County agrees not to upload any PHI or data subject to HIPAA
Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11. Non-Discrimination and Other Requirements

a. General Non-discrimination

No person shall be denied any services provided pursuant to this Agreement (except as limited by the scope of services) on the grounds of race, color, national origin, ancestry, age, disability (physical or mental), sex, sexual orientation, gender identity, marital or domestic partner status, religion, political beliefs or affiliation, familial or parental status (including pregnancy), medical condition (cancer-related), military service, or genetic information. b. Equal Employment Opportunity

Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County upon request. c. Section 504 of the Rehabilitation Act of 1973

Contractor shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which provides that no otherwise qualified individual with a disability shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to 




 



Agreement 17810-24-Rxxxxxx
July 2023

discrimination in the performance of any services this Agreement. This Section applies only to contractors who are providing services to members of the public under this Agreement. d. Compliance with County’s Equal Benefits Ordinance

Contractor shall comply with all laws relating to the provision of benefits to its employees and their spouses or domestic partners, including, but not limited to, such laws prohibiting discrimination in the provision of such benefits on the basis that the spouse or domestic partner of the Contractor’s employee is of the same or opposite sex as the employee. e. Discrimination Against Individuals with Disabilities

The nondiscrimination requirements of 41 C.F.R. 60-741.5(a) are incorporated into this Agreement as if fully set forth here, and Contractor and any subcontractor shall abide by the requirements of 41 C.F.R. 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. f. History of Discrimination

Contractor certifies that no finding of discrimination has been issued in the past 365 days against Contractor by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any other investigative entity. If any finding(s) of discrimination have been issued against Contractor within the past 365 days by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other investigative entity, Contractor shall provide County with a written explanation of the outcome(s) or remedy for the discrimination prior to execution of this Agreement. Failure to comply with this Section shall constitute a material breach of this Agreement and subjects the Agreement to immediate termination at the sole option of the County. g. Reporting; Violation of Non-discrimination Provisions

Contractor shall also report to the County the filing by any person in any court any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission, or any other entity charged with the investigation of allegations of discrimination within seventy-five (75) days of such filing, provided that within such seventy-five (75) days such entity has not notified contractor that such charges are dismissed or otherwise unfounded. Such notification to County shall include a general description of the allegations and the nature of specific claims being asserted. Contractor shall provide County with a statement regarding how it responded to the allegations within sixty (60) days of its response and shall update County regarding the nature of the final resolution of such allegations.

The foregoing reporting obligations shall be limited to complaints regarding Contractor's employees or agents who are providing Professional Services under this Agreement. 




 



Agreement 17810-24-Rxxxxxx
July 2023

Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Executive Officer, including but not limited to the following:
i. termination of this Agreement;
ii. disqualification of the Contractor from being considered for or being awarded a County contract for a period of up to 3 years;
iii. liquidated damages of $2,500 per violation; and/or iv. imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Executive Officer.

To effectuate the provisions of this Section, the County Executive Officer shall have the authority to offset all or any portion of the amount described in this Section against amounts due to Contractor under this Agreement or any other agreement between Contractor and County. h. Compliance with Living Wage Ordinance

As required by Chapter 2.88 of the San Mateo County Ordinance Code, Contractor certifies all contractor(s) and subcontractor(s) obligated under this contract shall fully comply with the provisions of the County of San Mateo Living Wage Ordinance, including, but not limited to, paying all Covered Employees the current Living Wage and providing notice to all Covered Employees and Subcontractors as required under the Ordinance.

12. Compliance with County Employee Jury Service Ordinance

Contractor shall comply with Chapter 2.85 of the County’s Ordinance Code, which states that Contractor shall have and adhere to a written policy providing that its employees, to the extent they are full-time employees and live in San Mateo County, shall receive from the Contractor, on an annual basis, no fewer than five days of regular pay for jury service in San Mateo County, with jury pay being provided only for each day of actual jury service. The policy may provide that such employees deposit any fees received for such jury service with Contractor or that the Contractor may deduct from an employee’s regular pay the fees received for jury service in San Mateo County. By signing this Agreement, Contractor certifies that it has and adheres to a policy consistent with Chapter 2.85. For purposes of this Section, if Contractor has no employees in San Mateo County, it is sufficient for Contractor to provide the following written statement to County: “For purposes of San Mateo County’s jury service ordinance, Contractor certifies that it has no full-time employees who live in San Mateo County. To the extent that it hires any such employees during the term of its Agreement with San Mateo County, Contractor shall adopt a policy that complies with Chapter 2.85 of the County’s Ordinance Code.” The requirements of Chapter 2.85 do not apply unless this Agreement’s total value listed in the Section titled “Payments”, exceeds two-hundred thousand dollars ($200,000); Contractor acknowledges that Chapter 2.85’s requirements will apply if this Agreement is amended such that its total value exceeds that threshold amount.






 



Agreement 17810-24-Rxxxxxx
July 2023

13. Retention of Records; Right to Monitor and Audit

(a) Contractor shall maintain all required records relating to the fees paid for the services provided under this Agreement for three (3) years after County makes final payment and all other pending matters are closed, and Contractor shall be subject to the examination and/or audit by County, a Federal grantor agency, and the State of California. In no event shall any audit occur: (1) without giving at least three business days prior written notice (2) outside of Contractor’s normal business hours, or (3) on systems where such audit may, in Contractor’s sole reasonable discretion, violate its third-party confidentiality obligations. (b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable Federal, State, and local agencies and as required by County. (c) Contractor agrees upon reasonable notice to provide to County, to any Federal or State department having monitoring or review authority, to County’s authorized representative, and/or to any of their respective audit agencies access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.

14. Merger Clause; Amendments

This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

15. Controlling Law; Venue

The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.






 



Agreement 17810-24-Rxxxxxx
July 2023

16. Notices

Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below or transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of County, to:

Name/Title: Jas Sandhar
Address: 455 County Center, 4
th floor
Telephone: 650-363-4408
Email: [email protected]

In the case of Contractor, to:

Name/Title: OpenGov, Inc. Attn: General Counsel
Address: 6525 Crown Blvd #41340, San Jose, CA 95160
Telephone: (650) 336-7167
Email: [email protected]

17. Electronic Signature

Both County and Contractor wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.

18. Reimbursable Travel Expenses

To the extent that this Agreement authorizes reimbursements to Contractor for travel, lodging, and other related expenses as defined in this section, the Contractor must comply with all the terms of this section in order to be reimbursed for travel. a. Estimated travel expenses must be submitted to authorized County personnel for advanced written authorization before such expenses are incurred. Significant differences between estimated and actual travel expenses may be grounds for denial of full reimbursement of actual travel expenses.






 



Agreement 17810-24-Rxxxxxx
July 2023

b. Itemized receipts (copies accepted) for all reimbursable travel expenses are required to be provided as supporting documentation with all invoices submitted to the County.

c. Unless otherwise specified in this section, the County will reimburse Contractor for reimbursable travel expenses for days when services were provided to the County.

Contractor must substantiate in writing to the County the actual services rendered and the specific dates. The County will reimburse for travel at 75% of the maximum reimbursement amount for the actual costs of meals and incidental expenses on the day preceding and/or the day following days when services were provided to the County, provided that such reimbursement is reasonable, in light of travel time and other relevant factors, and is approved in writing by authorized County personnel.

d. Unless otherwise specified within the contract, reimbursable travel expenses shall not include Local Travel. “Local Travel” means travel entirely within a fifty-mile radius of the Contractor’s office and travel entirely within a fifty-mile radius of San Mateo County. Any mileage reimbursements for a Contractor’s use of a personal car for reimbursable travel shall be reimbursed based on the Federal mileage reimbursement rate.

e. The maximum reimbursement amount for the actual lodging, meal and incidental expenses is limited to the then-current Continental United States (“CONUS”) rate for the location of the work being done (i.e., Redwood City for work done in Redwood City, San Mateo for work done at San Mateo Medical Center) as set forth in the Code of Federal Regulations and as listed by the website of the U.S. General Services Administration (available online at http://www.gsa.gov/portal/content/104877 or by searching www.gsa.gov for the term ‘CONUS’). County policy limits the reimbursement of lodging in designated high cost of living metropolitan areas to a maximum of double the then-current CONUS rate; for work being done outside of a designated high cost of living metropolitan area, the maximum reimbursement amount for lodging is the then-current CONUS rate.

f. The maximum reimbursement amount for the actual cost of airfare shall be limited to fares for Economy Class or below. Air travel fares will not be reimbursed for first class, business class, “economy-plus,” or other such classes. Reimbursable car rental rates are restricted to the mid-level size range or below (i.e. standard size, intermediate, compact, or subcompact); costs for specialty, luxury, premium, SUV, or similar category vehicles are not reimbursable. Reimbursable ride-shares are restricted to standard or basic size vehicles (i.e., non-premium vehicles unless it results in a cost-saving to the County).

Exceptions may be allowed under certain circumstances, such as unavailability of the foregoing options, with written approval from authorized County personnel. Other related travel expenses such as taxi fares, ride-shares, parking costs, train or subway costs, etc. shall be reimbursable on an actual-cost basis. Reimbursement of tips for taxi fare, or ride- share are limited to no more than 15% of the fare amount.






 



Agreement 17810-24-Rxxxxxx
July 2023

g. Travel-related expenses are limited to: airfare, lodging, car rental, taxi/ride-share plus tips, tolls, incidentals (e.g. porters, baggage carriers or hotel staff), breakfast, lunch, dinner, mileage reimbursement based on Federal reimbursement rate. The County will not reimburse for alcohol.

h. Reimbursement of tips are limited to no more than 15 percent. Non-reimbursement items (i.e., alcohol) shall be excluded when calculating the amount of the tip that is reimbursable.

19. Cooperative Agreement (Piggyback)
The parties agree that because the underlying solicitation was conducted as a Cooperative (or Piggyback) Procurement, the terms and conditions of this agreement may be used by other public or governmental entities for the purpose of entering into separate agreements directly with the Contractor, if permitted by such entities' own procurement policies. County shall not be responsible for any such agreements. The term and pricing must be mutually agreed to by Contractor and such entity.

* * *





 



Agreement 17810-24-Rxxxxxx
July 2023

In witness of and in agreement with this Agreement’s terms, the parties, by their duly authorized representatives, affix their respective signatures:

For Contractor: OPENGOV, INC.

Contrac
tor Signature Dat
e C
ontractor Name (please print)
CO

UNTY OF SAN MATEO
By:

President, Board of Supervisors, San Mateo County
Date:

ATTEST:

By:

Clerk of Said Board





 








Resolution No. 079839
July 25, 2023
Agreement 17810-24-Rxxxxxx
July 2023

Exhibit A – Scope of Work

The Scope of Work (SOW) that follows is to be used as a general guide and is not intended to be a complete list of all work necessary for the implementation and contracted term of use of the OpenGov Procurement suite. The County desires to implement and subscribe to an easy to use and intuitive eProcurement software that will assist in centralizing the procurement processes in the County.

OpenGov, Inc. (herein after called “Contractor” or OpenGov”) will provide the County with a cloud-based eProcurement Solution (the “Solution). The Solution will encompass:

x Vendor portal
x Solicitation development
x Purchasing
x RFx drafting, posting, su bmission and evaluation
x Contact development, award and management
x Dashboards
x Reports
x Training
x Support desk services
x Updates that may include additional functionality

Work performed on this Contract will be charged as stated in Exhibit B – Payments and Rates.

The rates listed in Exhibit B will also be used for project revisions and additional tasks.

1. Estimated Schedule for Implementation

This project will be completed by March 2024, unless the date is revised by the agreement of both parties.

The project timeline:
x July 2023 – Agreement is executed
x July 2023 – Begin work on supplier portal
x August 2023 – Turn on vendor portal
x September 2023 – Begin data migration
x October 2023 – March 2024 – Software training
x March 2024 – Implementation tasks completed

OpenGov will schedule resources for this projec t upon signature of the order form. Unless specifically noted, the OpenGov assigned project manager will work with The County-assigned Project Manager to develop the project schedule for all requested deliverables under this SOW.

OpenGov reserves the right to adjust the schedule based on the availability of County resources, and the timeliness of deliverables provided by the County.

The Services are currently estimated to start within two (2) weeks but no later than four (4) weeks from signatures and have an estimated end date of March 31, 2024 (“End Date”) or on other dates mutually agreed to between you and OpenGov.





 



Agreement 17810-24-Rxxxxxx
July 2023

The typical project timelines are for illustrative purposes only and may not reflect specific use cases.

2. Facilities and Hours of Coverage

OpenGov will:

3.1 Perform the work under this SOW remotely, except for training which will be conducted at County facilities.

3.2 Provide the Services under this SOW during normal business hours, 8:30am to 6:00pm local time, Monday through Friday, except holidays.

3.3 Use personnel and resources located across the United States, which may also include OpenGov-trained staffing contractors to support the delivery of services.

3. Assumptions

The SOW and OpenGov estimates are based on the following key assumptions. Deviations that may arise during the proposed project will be managed through the Project Change Control Procedure, and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms.

3.1 The OpenGov Suites are not customized beyo nd current capacities based on the latest release of the software.

3.2 Individual software modules are config ured based on discussions between OpenGov and the County.

3.3 Procurement Suite

3.3.1 County will provide complete and correct boilerplate language for solicitation and contract templates within two (2) weeks immediately following the kick-off meeting.

3.3.2 OpenGov will provide up to three (3) onsite trips for the purposes of conducting system training.

3.3.3 OpenGov template configuration will include up to three (3) solicitation templates and up to five (5) contract templates (See Appendix B for list). x Samples or boilerplate language of the Invitation for Bid (IFB) and Request for Quote (RFQ) solicitations have not been provided by the County prior to the creation of this SOW. The scope and deliverables for these Solicitation types are based on OpenGov’s best estimate. Actual examples received after project kickoff could result in a change order. x OpenGov assumes these three (3)) so licitation templates will be built based on examples collected from the customer up to fifty (50) pages in length.





 



Agreement 17810-24-Rxxxxxx
July 2023

3.3.4 County will provide a complete and accurate contracts log for import to OpenGov.

4. Contractor Project Responsibilities

4.3 Activity 1 – Project Management

Contractor will provide project management for the OpenGov responsibilities in this SOW. The purpose of this activity is to provide direction to the OpenGov project personnel and to provide a framework for project planning, communications, reporting, procedural and contractual activity. The project team will not be replaced without communication and approval by the County.

This activity is composed of the following tasks:

Planning
x review the SOW, contract and project plan with the County’s Project Manager and key stakeholders to ensure alignment and agreed upon timelines; x maintain project communications through the County’s Project Manager; x establish documentation and procedural standards for deliverable Materials; and x assist the County’s Project Manager to prepare and maintain the project plan for the performance of this SOW which will include the activities, tasks, assignments, and project milestones.

Project Tracking and Reporting
x review project tasks, schedules, and reso urces and make changes or additions, as appropriate. Measure and evaluate progress against the project plan with the County’s Project Manager;
x work with your Project Manager to address and resolve deviations from the project plan;
x conduct regularly scheduled project status meetings; and x administer the Project Change Control Procedure with your Project Manager.

Completion Criteria:

This is an on-going activity which will be considered complete at the end of the Services

Deliverable Materials:
x Weekly status reports
x Project plan
x Project Charter
x Risk, Action, Issues and Decisions Register (RAID)

4.4 Activity 2 – Initialization

x County Entity configuration
x Incorporation of County hierarchy
x System Administrators creation
x Solution Blueprint creation





 



Agreement 17810-24-Rxxxxxx
July 2023

x Data Validation strategy confirmation

Completion Criteria:

This activity will be considered complete when:
x Customer Entity is created
x System Administrators have access to County Entity
x Solution Blueprint is presented to County

Deliverable Materials:
x Solution Blueprint
x Sign-off of Initial Draft Solution Blueprint

4.5 Activity 3 – OpenGov Use Cases

Procurement Use Cases
x Automate Solicitation Development
x Enhance Supplier Engagement and Collaboratively Evaluate and Award x Make Contract Management Centralized and Proactive

Completion Criteria:

This activity will be considered complete when:

Procurement Use Cases
x Vendor Portal is configured
x Vendor List and associated files are imported
x Solicitation Templates are configured
x Intake Request Template and Workflow are configured
x Contracts Log is imported
x Contract Templates are configured
x Vendor Reports are configured in R&T

Deliverable Materials:
● Formal sign off document

4.6 Activity 4 – Training

Training will be provided in instructor-led virtual sessions or through OpenGov University Training courses. For any instructor-led virtual sessions, the class size is recommended to be 10, for class sizes larger than 10 it may be necessary to have more than one instructor.

OpenGov will organize and deliver the agreed upon three (3) in-person trainings.

Completion Criteria:
x Administrator training is provided
x Agency-wide intake training is provided
x Other trainings as mutually agreed upon in the training schedule, or via change order





 



Agreement 17810-24-Rxxxxxx
July 2023

Deliverable Materials:
x Formal sign off document

5. County Responsibilities
County Project Manager is responsible for:

x Managing County personnel and responsibi lities for this project (for example:
ensure personnel complete any self-paced training sessions, configuration, validation or user acceptance testing);
x Serving as the interface between OpenGov and County departments participating in the project;
x Administering the Project Change Contro l Procedure with the Project Manager; x Participating in project status meetings;
x Obtaining and providing information, data , and decisions within five (5) business days of OpenGov’s request unless the County and OpenGov agree in writing to a different response time;
x Resolving deviations from the estimate d schedule, which may be caused by the County;
x Helping resolve project issues and escalating issues within the County’s organization, as necessary; and
x Creating , with OpenGov’s assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates.






 



Agreement 17810-24-Rxxxxxx
July 2023

Exhibit B – Payments and Rates

Payments and Rates for option years:

Year 4: $264,482.40
Year 5: $277,706.50
Year 6: $291,592.00
Year 7: $306,171.60





 



Agreement 17810-24-Rxxxxxx
July 2023

Professional Services for initialization of project:
x Supplier Engagement: 16 hours
x Solicitation Development and Templates: 48 hours
x Onsite Training Hours (3, 3 day onsites, 2 resources): 144 hours x Intake Workflow & Training: 5 hours
x Contract Management and Templates: 52 hours
x Contract Import Prep and Data Load: 7 hours
x Contracts training: 3 hours
x Admin Docs: 3 hours
x Reports and Stories: 20 hours
x Onsite Travel Hours (2 resources, 3 trips): 60 hours
x Project oversight: 114 hours
472 hours at $215 for a total of $101,480.

Software Services for Option Years 4 - 7

Should option for additional years of Software Services be exercised, they will be charged at the following annual rates:

Optional 4th Year $264,482
Optional 5th Year $277,077
Optional 6th Year $291,592
Optional 7th Year $306,172

Additional Professional Services work up until 12/31/2023, that is requested by the County will be charged at a fixed rate of $215/hr. OpenGov will notify the County as to the future annual rates for Additional Professional Services in the event that such services are desired by the County.

The Services will be conducted on a pre-negotiated Fixed Price basis as specified in this Exhibit.

All charges are exclusive of any applicable sales taxes.

County shall reimburse OpenGov for reasonable out-of-pocket expenses that OpenGov actually incurs in providing Professional Services and Additional Professional Services, provided that they are pre-approved by the County’s Procurement Manager or its Project Manager in writing. Such expenses may include travel, lodging, and meals, subject to section 18 (“Reimbursable Travel Expenses”) of the Agreement.

The foregoing payments are subject to the not-to-exceed amount provided for in Section 3 of the Agreement and any amendments thereto.






 



Agreement 17810-24-Rxxxxxx
July 2023






 



Agreement 17810-24-Rxxxxxx
July 2023

Exhibit C – OpenGov Master Service Agreement

The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the customer named in the signature block below (“Customer”). This Agreement, which becomes binding when the parties have signed it (the “Effective Date”), sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services and receive professional services.

1. Definitions

1.1. “Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record).

Customer Data does not include any confidential personally identifiable information.

1.2. “Documentation” means materials produced by OpenGov that provide information about OpenGov’s software products and systems. Customers may access the most up-to-date Documentation on the Customer Resource Center page at opengov.zendesk.com.

1.3. “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature.

1.4. “Order Form” means the document executed by the parties that specifies the Software Services that OpenGov will provide to Customer under this Agreement.

1.5. “Term” refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in Section 6.2.

2. Software Services, Support, and Professional Services

2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial off-the-shelf software solutions identified in the applicable Order Form (“Software Services”).

2.2. Support and Service Levels. Customer suppor t is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time.

However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.

2.3. Professional Services

2.3.1. If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services (“Professional Services”) will be described in an applicable statement of work (“SOW”) agreed to by the parties. Unless otherwise specified in the SOW, any pre-paid Professional Services must be 




 



Agreement 17810-24-Rxxxxxx
July 2023

utilized within one year from the Effective Date.

3. Restrictions and Responsibilities

3.1. Restrictions. Customer may not use the Softw are Services in any manner or for any purpose other than as expressly permitted by the Agreement and Documentation. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform.

3.2. Responsibilities. Customer shall be respon sible for obtaining and maintaining computers and third party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov.

4. Intellectual Property Rights; License Grants; Access to Customer Data

4.1. Software Services. OpenGov owns all interest s and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov grants Customer a non-exclusive, royalty-free license during the Term to use the Software Services.

4.2. Customer Data. Customer Data and the Inte llectual Property Rights therein belong to the Customer. Customer grants OpenGov and its partners (such as hosting providers) a non- exclusive, royalty-free license to use, store, edit, and reformat the Customer Data for the purpose of providing the Software Services described in the Agreement and its Exhibits.

OpenGov shall not review or use Customer Data in connection with formulating a response to any Request for Proposal or other solicitation by Customer or marketing other products or services to Customer.

4.3. Access to Customer Data. Customer may do wnload the Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods.

OpenGov has no obligation to return Customer Data to Customer.

4.4. Deletion of Customer Data. Unless otherwise re quested pursuant to this Section 4.4, upon the termination of this Agreement, the Customer Data shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice in Section 10.2.





 



Agreement 17810-24-Rxxxxxx
July 2023

4.5. Feedback. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications.

5. Confidentiality

5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation.

5.2. Confidential Information does not include: (a) data that the Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

5.3. If a party believes it is required to disclose Co nfidential Information by law, it must notify the other party in writing before making the disclosure in order to give the other party an opportunity to seek a protective order. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care.

5.4. Upon termination, each party shall return or delete any of the other party’s Confidential Information in its possession.

5.5. Customer Delays; On Hold Fee.

5.5.1.1. On Hold. Excluding delays caused by a force majeure event as described in Section

10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold. If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the Professional Services. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer for a reasonable period and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities.





 



Agreement 17810-24-Rxxxxxx
July 2023

5.6. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, OpenGov may temporarily suspend Customer’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such Service suspension based on such Customer delinquency.

5.7. Taxes. All fees under this Ag reement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.

6. Representations and Warranties; Disclaimer

6.1. By OpenGov.

6.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement.

6.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer’s exclusive remedy and OpenGov’s entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of performance of such work to receive such warranty remedies.

6.1.3. Software Services Warranty. OpenGov furthe r represents and warrants that for a period of 90 days after the Effective Date, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Customer must give written notice of any claim under this warranty to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-paid, unused portion of the fee for such Software Services.

6.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov’s use of the Customer Data 




 



Agreement 17810-24-Rxxxxxx
July 2023

pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.

6.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS”

AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

7.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,

REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR

LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR

INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B)

FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S

REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY

FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT

EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING THE ABOVE, OPENGOV’S LIABILITY WITH TO

RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED THREE TIMES THE FEES PAID IN THE 12 MONTHS PRIOR TO THE CLAIM THAT GAVE RISE TO SUCH

INDEMNIFICATION OBLIGATION PROVIDED THAT IF THE CLAIM ARISES AFTER THE AGREEMENT IS TERMINATED THE RELEVANT 12 MONTH PERIOD SHALL BE THE 12 MONTHS PRIOR TO TERMINATION.

7.3. Limitation of Liability Exclusions. The limitatio ns of liability set forth in Sections 7.1 and 7.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) and claims arising out of fraud or willful misconduct by either party and (c) Contractor’s hold harmless and indemnification obligations with respect to personal injury and property damages provided for in the Agreement.

7.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.

8. Miscellaneous

8.1. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The 




 



Agreement 17810-24-Rxxxxxx
July 2023

parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement.

8.2. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party.

The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

8.3. Force Majeure. Neither party shall be held resp onsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third- party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.

8.4. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.

8.5. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality), Section 7 (Payment of Fees) where payment remains due and payable as specified in the Agreement, Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).






 



Agreement 17810-24-Rxxxxxx
July 2023

Exhibit D: Engagement Charter

Communication and Escalation Procedure

Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment both parties agree to the following:

● Regular communication aligned to the agreed upon project plan and timing. ○ OpenGov expects our customers to raise qu estions or concerns as soon as they arise. OpenGov will do the same, in order to be able to address items when known. ● Executive involvement
○ Executives may be called upon to clarif y expectations and/or resolve confusion. ○ Executives may be needed to steer stra tegic items to maximize the value through the deployment.
● Escalation Process:
○ OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation in the event an escalation is needed to support issues raised
● Identification of an issue impedi ng deployment progress, outcome or capturing the value proposition, that is not acceptable. ● Customer or OpenGov Project Manager summarizes the problem statement and impasse.
● Customer and OpenGov Project Managers jointly will outline solution, acceptance or schedule Executive review.
● Resolution will be documented and si gned off following Executive review. ● Phase Sign-Off
○ OpenGov requests sign-offs at various st ages during the implementation of the project. Once the Customer has signed-off, any additional changes requested by Customer on that stage will require a paid change order for additional hours for OpenGov to complete the requested changes.

Change Order Process

This SOW and related efforts are based on the information provided and gathered by OpenGov.

Customers acknowledge that changes to the scope may require additional effort or time, resulting in additional cost. Any change to scope must be agreed to in writing or email, by both Customer and OpenGov, and documented as such via a:

● Change Order - Work that is added to or deleted from the original scope of this SOW.

Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
o Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov.





 



Agreement 17810-24-Rxxxxxx
July 2023

o Change in type of OpenGov resources to support the SOW. o
Deliverable Materials Acceptance Procedure

Deliverable Materials as defined herein will be reviewed and accepted in accordance with the following procedure:

● The deliverable Material will be submitted to your Project Manager. ● Your Project Manager will have decision author ity to approve/reject all project Criteria, Phase Acceptance and Engagement Acceptance.
● Within five (5) business days of receipt, your Project Manager will either accept the deliverable Material or provide OpenGov’s Project Manager a written list of requested revisions. If OpenGov receives no response from your Project Manager within five (5) business days, then the deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance.
● All acceptance milestones and associated review periods will be tracked on the project plan.
● Both OpenGov and Customer recognize that fa ilure to complete tasks and respond to open issues may have a negative impact on the project.
● For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the project. ● Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed as specified in the Escalation Procedure set forth in Appendix A-1. As set forth in the “Customer Delays” provision of the Agreement, if there are extended delays (greater than 10 business days) in Customer’s response for requested information or deliverable; OpenGov may opt to put the project on an "On Hold" status. After the Customer has fulfilled its obligations, Professional Services can be resumed and the project will be taken off the "On-Hold" status.
● Putting a project “on Hold” may have several ramifications including, but not restricted, to the following:
○ Professional Services to the customer could be stopped; ○ Delay to any agreed timelines; or
○ Not having the same Professional Services team assigned.






 



Agreement 17810-24-Rxxxxxx
July 2023

Exhibit E: Implementation Activities
OpenGov Procurement Suite

Instance Creation
Procurement Suite
Description OpenGov Responsibilities Customer Responsibilities Website Instance
Creation

OpenGov will:
● Build customer portal and
upload Customer’s logo.

Customer will:
● Provide logo.
● Confirm access to the
Portal.

Technical Project Review
Description OpenGov Responsibilities Customer Responsibilities Technical Project
Review

OpenGov will:
● Provide up to one (1) two-
hour working session at the
beginning of the project to:
o Finalize list of
templates
o Review technical
requirements
o Provide documentation
on requirements and
processes

OpenGov Assumptions:
● Boilerplate language will be
provided within two (2) weeks
immediately following the kick-
off meeting.

Customer will:
● Identify relevant participants
for attendance.
● Confirm deliverables.
● Gather and provide relevant
data for the project.






 



Agreement 17810-24-Rxxxxxx
July 2023

Supplier Engagement, Evaluation and Award Configuration Description OpenGov Responsibilities Customer Responsibilities Vendor Portal OpenGov will:
● Enable the Vendor Portal for
the Customer.

Customer will:
● Coordinate communications
with Vendors to self register
on the OpenGov Vendor
Portal.
● Allocate resources to create
the Vendor Portal.
● Ensure that Vendor Portal
will be active before
OpenGov begins
configuration of templates
or the Solicitation
Development phase.

Staff Portal OpenGov will:
● Provide training on staff
hierarchy creation
● Work with County to create
Single Sign On through OKTA
● Create linkage to OFAS data
and transfer data

Customer Will:
● Provide OKTA information
● Provide access to OFAS

Generic Template OpenGov will:
● Deploy generic templates
● Provide OpenGov's “Paper to
Paperless Language
Transition Guide” to assist
transition from paper to
electronic.

Customer will:
● Provide a copy of the next
solicitation document.
● Provide information to
complete the generic
solicitation upload template
including forms and an
example recent solicitation.
● Provide the category code
set used by the agency
(NIGP, NAICS, or
UNSPSC).






 



Agreement 17810-24-Rxxxxxx
July 2023

Solicitation Development Configuration
Description OpenGov Responsibilities Customer Responsibilities Solicitation
Development
Solution

OpenGov will:
● Review and confirm the
Solicitation Templates and
forms provided by Customer.
● Work with Customer to design
and get sign off on the first
template.
● Following the sign off of the
first template, configure the
remaining templates in the
system.

OpenGov Assumptions:
● OpenGov will configure up to
three (3) Solicitation
Template(s) with standard
boilerplate language:
○ RFP
○ IFB
○ RFQ
Customer will:
● Provide templates with
standard boilerplate
language.
● Provide forms associated
with solicitation templates.
● Provide admin documents.
● Select the first solicitation
type (usually ITB or RFP),
to work with OpenGov for
the design
● Sign off on the first
template before beginning
the subsequent templates.
● Validate and provide signoff
on Solicitation Templates.

Intake Configuration
Description OpenGov Responsibilities Customer Responsibilities Intake Process OpenGov will:
● Review current intake
Process.
● Perform basic intake
Training.
● Perform a gap analysis
● Configure “Review/
Approval” workflow
defaults for each
department.
● Build the Intake/Project
Request Template.

Customer will:
● Provide OpenGov with any
Intake/Project RequestForms
(templates) in current use.
● Validate and provide signoff
on Intake/ Project Request
template.






 



Agreement 17810-24-Rxxxxxx
July 2023

Contract Management Configuration
Description OpenGov Responsibilities Customer Responsibilities Create and Manage
Contracts
OpenGov will:
● Provide one (1) - one hour
Overview of the Contract
Management Solution to
Customer’s System
Administrator(s).
● Provide guidance and
instruction to System
Administrator on creating
and managing contracts.

Customer will:
● Attend scheduled System
Overview
● Create and manage contract
records in the system with
guidance from OpenGov.

Historical and/or
Active Contracts
OpenGov will:
● Provide a mapping
document for the
metadata of contracts to
be uploaded into the
system.
● Import the contract
records listed in the
contract log.
● Provide up to five (5)
hours of consultation for
populating the OpenGov
contract template.

OpenGov Assumptions:
● Customer will provide a
complete and accurate
contracts log for import to
OpenGov. OpenGov clean
up/correction of imported
logs are not included in
the scope of this project.

Customer will
● Provide contract log per the
mapping document.
● Centralize all contract
metadata for upload to
OpenGov using the OpenGov
provided template.

Contract Template
Deployment
OpenGov will:
● Review & configure
agreed upon contract
templates.

OpenGov Assumptions:

● OpenGov will configure up
to five (5) Contract
Template(s) with standard
boilerplate language:

Customer will:
● Provide templates with
standard boilerplate
language.
● Validate and provide signoff
on Contract templates.





 



Agreement 17810-24-Rxxxxxx
July 2023

○ Standard Contract
Over 200K
○ Standard Contract
Under 200K
○ Standard Contract
(Federal)
○ Contract
Amendment Over
200K
○ Contract
Amendment Under
200K

Admin Documents and Checklist Configuration
Description OpenGov Responsibilities Customer Responsibilities Admin Documents OpenGov will:
● Review & configure up to
five (5) Admin Documents
within the four standard
types.

Customer will:
● Provide Admin Documents.






 



Agreement 17810-24-Rxxxxxx
July 2023

Reporting & Transparency
Description OpenGov Responsibilities Customer Responsibilities Vendor Data
Story
OpenGov will:
● Based on best practices, build
out the look and feel of one
(1) Vendor Summary
Template.
● Create up to one (1) report
using OpenGov Procurement
Vendor data.
● Provide up to two (2) one hour
trainings on the following:
○ Download/upload data
and creating reports
○ Using report data in
dashboards and
stories
● Provide up to three (3) one -
hour working sessions to
answer Customer questions
on Story Configuration.

Customer will:
● Provide logo and branding
colors to OpenGov.
● Validate and sign off on
Vendor Story Template.
● Create Report Views in the
Report for use in the Vendor
Stories.
● Complete the Vendor Story
by adding Customer content:
○ Narrative
○ OpenGov Report
Views
○ Images
○ Data not in OpenGov
● Create any additional
Reports and Report Views
needed.
● Attend working sessions
● Make Stories public and
Publish Vendor Stories.






 



Agreement 17810-24-Rxxxxxx
July 2023

Working Sessions and Trainings
Description OpenGov Responsibilities Customer Responsibilities Procurement
Working Sessions
OpenGov will:
● Assign practice exercises
to Customer to gain
familiarization.
● Assist Customer during
first real-life solicitation
posting, and opening (if
during deployment).
● Respond to questions
regarding configured
system functionality.

Customer will:
● Complete practice exercises
to gain familiarization.
● Identify internal Admin Users
& security permissions for all
other users.

OpenGov
University
OpenGov will:
● Provide access to
OpenGov University online
training courses intended
to teach users on the
basics of OpenGov.

Customer will:
● Review training courses.

Procurement
Training
OpenGov will:
● Provide up to three (3)
onsite trips to cover
training on system
functionality. Topics
include:
○ Creating Bids with
Generic Templates
○ Live Bid
Management &
Vendor Experience
○ Evaluation and
Awarding
○ Writing
Solicitations using
templates
○ Contract Document
Developer Tools
○ Intake Training and
Workflow
Customer will:
● Attend t raining sessions as
scheduled by the Project
Manager and agreed to in the
Project Plan.
● Provide a facility for a
minimum of fifty (50) people
with laptop access for the
onsite trainings.






 



Agreement 17810-24-Rxxxxxx
July 2023

Exhibit F: Technical Requirements

OpenGov Procurement Suite
Procurement Suite
Description Technical Requirements
Logo ● .png or .jpg file
● At least 300KB but not larger than 500KB
Vendor List ● Single Flat file
● .csv or .xlsx format
Historical/Active
Contracts
● Single Flat file
● .csv or .xlsx format
Sample
Documents or
Templates with
boilerplate
language
● PDF or Word format
Intake/Project
Request
Templates
● PDF or Word format
Admin Documents ● PDF or Word format
Technology
Requirements
● Application must be Security Assertion Markup Language (SAML) compliant and Administration console must integrate with the County’s Identity Management Platform (Okta).
● Multifactor authentication must be enabled for anyone logging into the web portal
● Access permissions must allow for privileges to be assigned to individuals as well as groups in the support of “roles” ● Ensure sitewide SSL and enable HTTP Strict Transport
Security
● Vendor must include periodic platform scan to protect against SQL injection and DoS exploits and testing APIs for potential exploits
● Platform must utilize administrative and security controls including performance monitoring, logging, and event
monitoring as well as provide network defenses such as
auditing capabilities and vulnerability testing/scanning ● Provide for a process that includes patch
ing, security fixes,
and updates
● Customer Data shall only be accessible by the County and its authorized third parties and no other OpenGov customer and kept within the United States including hosting





 



Agreement 17810-24-Rxxxxxx
July 2023

● Vendor provides a disaster recovery plan including securely backing up and restoring data






 



Formal Bidding (Section 2611)
Written Contract (Section 2605(1)(iii))
Pursuant to CMC Section 2611:
(d) Emergency Purchasing (Section 2611(d))
(e) Sole Source Purchasing (Section 2611(e))
(f) Piggyback Purchasing (Section 2611(f))
(g) Cooperative Purchasing (Section 2611(g))
(i) Other Purchases (Section 2611(i)(1) through (18))
If (f) or (g) are selected above, specify the master contract details:

Vendor:

Solicitation #:

Contract Expiration:

Authorized Department Staff: Purchasing:

Purchasing Division
701 E. Carson Street
Carson, CA 90745
Purchasing Waiver
Use this form to request an exemption from formal bidding and/or written contract requirements, pursuant to Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC). This waiver must be completed before proceeding with procurement activity.

Exemption sought:

Name/Title:

Date:

Signature:

Awarding Agency:

Contract #:

Contract Effective Date:

Written justification/description of purchase. Explain urgency, product uniqueness, and intended use. Attach all relevant backup documentation.

Amount: Vendor:

Specify purchase details:

Rev. 0825JT
11/06/2025
CMC 2611 allows the City to waive its formal solicitation process whereby there exists a competitively bid contract for the same software and services. The County of San Mateo previously conducted a formal solicitation process in compliance with the City's procurement requirement, resulting in a contract award to OpenGov to provide the County with a procurement software solution that streamlines the formal solicitation, bid management, contract preparation, execution and management for the agency. The City will be leveraging this agreement to secure services and software of equivalent scope and specifications. $304,049.78
OpenGov
County of San Mateo
OpenGov
Res #079839
RFP #1486
06/25/23
07/24/2026
✔
✔
Josilla Togiola
Digitally signed by Josilla Togiola
Date: 2025.11.06 17:48:20 -08'00'
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF Information Technology & Security Director
11/7/2025 | 09:13:12 PST

County of San Mateo

Request for Proposals (RFP)

for

eProcurement Solution

RFP No. 1486

Date issued: 4:30 p.m. PT, April 10, 2023
Pre-Proposal conference: 11:00 a.m. PT, April 13, 2023 Questions due: 3:00 p.m. PT, April 27, 2023
Proposal due: 5:00 p.m. PT, May 15, 2023

RFP Contact:

Yen Pang, County Contracts Manager
[email protected]

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF i April 10, 2023

TABLE OF CONTENTS

I. Introduction and Schedule
II. Scope of Work
III. Submission Requirements
IV. Evaluation and Selection Criteria
V. Instructions to Proposers
VI. Terms and Conditions for Receipt of Proposals
VII. Protest Procedures

Appendix A – Minimum Qualifications Checklist
Appendix B – Software Specification Checklist
Appendix C – Technology Specification Checklist
Appendix D – Fee Proposal
Appendix E – Contract Template

[The remainder of this page intentionally left blank.]

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 1 of 21 April 10, 2023
I. Introduction and Schedule

A. General

The County of San Mateo (the “County” or SMC) covers most of the San Francisco Peninsula. The region covers 744 mi2 and is home to nearly 800,000 residents. The County is made up of 20 incorporated cities. The County provides for the health and welfare of all people within its borders and serves as the local government for the unincorporated areas. Innovation thrives here in industries including bioscience, computer software, green technology, hospitality, financial management, health care, education and transportation. The County prides itself on how that prosperity fosters its commitment to protecting and enhancing the health, safety, welfare and natural resources of the community.

Procurement in the County of San Mateo is handled in a hybrid model. Purchasing under $5,000 is the responsibility of the County departments, and over $5,000 is the responsibility of the Procurement Division Buyers. Contracting is decentralized and handled by staff within the 29 departments*. The competitive solicitation process is currently handled through a combination of the Microsoft Office Suite (communications and document development), Public Purchase (posting) and a contract lifecycle management solution.

The County would like to obtain an eProcurement solution that provides:
• Centralized and standardized procurement process with transparency • Oversight into County spend data and performance measures • Audit trail of procurement transactions
• Intuitive and easy to use software for staff
• Improve and expand vendor participation through simple self-service access • Data on diversity of contractors, including that of small business contracts

The County of San Mateo’s Procurement Division is undertaking this competitive solicitation to identify an intuitive, easy to use, multi-tenant eProcurement Solution (the “Solution”) for use by staff in the County of San Mateo. The ideal Solution should walk staff through the process from project concept and finish at contract maintenance, all within the same Solution.

This Solution will be implemented across all departments and will be the stand-alone procurement infrastructure for the County. The resulting contract may be piggybacked by other governmental entities. This will be offered to the 20 cities that reside within the County’s boundaries for use within their organizations.

The Procurement Division is issuing Request for Proposal (RFP) No. 1486 for an eProcurement Solution.

The contract shall have an original term of three (3) years. In addition, the County shall have two (2) options to extend the term for a period of two (2) years, which the County may exercise in its sole, absolute discretion.

*Departments within the County of San Mateo
Agriculture, Weights, and
Measures
Accessor - County Clerk -
Recorder -Elections
Controller's Office

Coroner's Office

County Attorney County Fire County Health County Executive’s Office Board of Supervisors County Support of the Courts Child Support Services Emergency Management Housing Public Works District Attorney’s Office Human Resources Human Services Agency Information Services Non-Departmental Services Office of Sustainability Parks Planning and Building Probation Project Development Unit Public Safety and
Communication
Real Property Services Revenue Services Sheriff’s Office Treasurer/Tax Collector
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 2 of 21 April 10, 2023

**Cities within the County of San Mateo
Atherton Belmont Brisbane Burlingame
Colma Daly City East Palo Alto Foster City
Half Moon Bay Hillsborough Menlo Park Millbrae
Pacifica Portola Valley Redwood City San Bruno
San Carlos San Mateo South San Francisco Woodside

[The remainder of this page intentionally left blank.]
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 1 of 21 April 10, 2023
B. Schedule

[The remainder of this page intentionally left blank.]

RFP Released Monday, April 10, 2023; 2:00 PM PT
Pre-proposal meeting Thursday, April 13, 2023; 11:00 AM PT Deadline for Questions, Comments and Exceptions Thursday, April 27, 2023 Proposal Due Date and Time Monday, May 15, 2023; 5:00 PM PT Interviews (tentative) Monday, June 5, 2023
Anticipated Contract Award Date July
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 2 of 21 April 10, 2023
II. Scope of Work

Definitions:

Proposers refers to firms that submit a proposal for this RFP Contractor refers to the firm awarded a contract from this RFP Vendors refers to the firms in general that are interested in doing business with the County

A. Introduction

The Procurement Division of the County of San Mateo is undertaking the search for an intuitive and easy to use eProcurement solution. This Solution will be used by the 29 departments that make up the operations for the County of San Mateo. The ideal Solution would capture the end-to-end tasks that are involved in competitive solicitations, both on the Purchasing (commodities and general services) and Contracting (professional services) sides of the house.

The eProcurement Solution shall include the following components at minimum:

1. Vendor portal

2. Solicitation development

3. Purchasing

4. RFx draft

5. RFx posting and submissions

6. RFx evaluation

7. Contract development

8. Contract award

9. Contract management

10. Dashboards

11. Reports

12. Training

13. Support desk services

Optional:

14. Other solution related functionality and services

The ideal Solution would be one that includes all the tasks and services under a SINGLE Solution and not as a combination of software applications.* As much as possible, all tasks will be completed within the Solution and would not require exiting the Solution to perform functions. This includes staff and Vendor communications, document development, document posting, evaluations, dashboards, reports and other eProcurement related tasks.

* Software applications include email portal, Microsoft Word and Excel, posting portal. Deviations from this may be allowed in some circumstances depending on the task that needs integration.

B. eProcurement Solution Components

The Scope of Work below has been transferred to Appendix B: Solution Specifications Checklist, and identifies the specifications of the County’s ideal Solution. This is a description to give insights to the procurement process and functionality needs of the County.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 3 of 21 April 10, 2023
Specifications:
• REQUIRED for a proposed Solution to fulfill all of the title specifications listed from 1 – 13 • NOT a requirement for a proposed Solution to fulfill all of the sub-title specifications (though the more specifications a Solution has the stronger a match it is to the County’s ideal solution)

The Solution is REQUIRED to be multi-tenant with periodic software updates.

The following solution components describes the capabilities of the ideal eProcurement solution.

1. Vendor portal

1.1 Accessible to vendors for their own account entries

1.2 Free for vendors to use

1.3 Vendors can submit documents (e.g. W9 and insurance)

1.4 Collect data on vendors related to diversity, geography, small business status, etc.

1.5 Vendors can receive contract transaction data and receipt acknowledgements electronically

1.6 Vendors can submit invoices

1.7 Ability to submit, store and view invoice transactions

1.8 Vendor registrations are checked against databases (e.g. SAM.gov)

2. Solicitation Development

2.1 Library of solicitation templates

2.1.1 The library of solicitation templates has configuration availability for specific organizational and sub org views

2.1.2 The library will have management access for importing and purging documents

2.1.3 The library will have functionality in place to prevent duplicates of specified items

2.2 System generates RFP number

2.3 Collaborative writing/development of the solicitation document (multiple writers)

2.4 Edits to documents will show in track changes

2.5 The solicitation creation process will support multiple roles during the authoring and approval process

2.3.1 Multiple users can have authoring/edit access to a single document

2.3.2 Approval workflows are available for pre-issue, pre-award and final award

2.3.3 Ability to add ad-hoc approvers and invite collaborators for the solicitation evaluation process

2.6 Track changes for solicitation edits

2.4.1 Fully automated audit history of all solicitation activities with date and timestamps

2.4.2 Ability to pull a report on user timelines during solicitation cycle to track process cycle timelines and KPIs

2.7 Automated solicitation checklist for project

2.8 Automated solicitation calendar which shows progress

3. Purchasing

3.1 Option to conduct price-only bids

3.2 Instant price/cost analysis (automatic population of data for price tabulation and for use in purchasing template)

3.2.1 Weighted average unit pricing availability based on historical pricing

3.2.2 Automated bid tabulation with analysis availability

4. RFx draft

4.1 Creation of project request

4.2 Project requisition
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 4 of 21 April 10, 2023

4.3 Assignment of project to staff

4.4 Searchable document library of RFx documents

4.5 Approval of RFx document by stakeholders

4.6 Capability to assign to workflows, collaborate and auto notify

4.7 Searchable document library of RFx documents

4.8 Approval of RFx document by stakeholders

4.9 Ability to assign multiple approvers to a specific document with audit history and automated prompting of approval request to the approver

5. RFx posting and submissions

5.1 Ability to create private solicitation that is sent to targeted suppliers for informal solicitations

5.2 Posting of RFx document

5.3 Notifying vendors of RFx posting by NIGP code

5.4 Communication notifications (e.g., send notice to proposers about RFx updates)

5.5 Capable of scheduled notifications and automated notifications

5.6 Accept proposer questions and ability to submit responses

5.7 Submission of proposal documents

5.7.1 Submission checklist for proposers to ensure that all required documents have been submitted

6. RFx evaluation

6.1 Ability to have staff and non-staff evaluators use the Solution for evaluations

6.2 Variety of evaluation processes to select from and to set hierarchy (e.g. pass/fail, numerical qualitative scoring, bonus point allocations and quantitative fee proposal)

6.2 Automatic calculation of evaluator scores to determine proposal score and ranking

6.3 Embedded conflict of interest forms for evaluators

6.4 Capability to retain the evaluation audit trail and pertaining documents (attachments).

6.5 Capability to publish evaluation attachments in the Solution

7. Contract development

7.1 Templates library

7.1.1 Library of solicitation, contract and contract amendment templates which has configuration availability for specific organizational and sub org views

7.1.2 Library will have functionality in place to prevent duplicates of specified items

7.1.3 Library can include other types of procurement templates (e.g. Board documents, revenue agreements, other types of agreements etc)

7.2 Contract clause library

7.3 Contract approvals at different levels (e.g. program, attorney, technology, executive levels)

7.4 Aids in the development of the contract document

7.4.1 Ability to do an automated flip of a solicitation to a contract template upon finalization of the solicitation award and approval of award

7.5 Collaborative writing for contract documents

7.6 Capability to import and export documents within the Solution

7.7 Inclusion of trackable performance measures

7.8 Collaborative writing/development of the contract document (multiple writers)

7.9 Edits to documents will show in track changes

7.10 Automated contract checklist

7.11 Calendar that tracks the project progress

8. Contract award
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 5 of 21 April 10, 2023

8.1 Digital signature of contract by stakeholders

8.2 Ability for contractor to submit bond verification documents

9. Contract management

9.1 Automatically tracks contract data for use in dashboards and reports

9.2 Automatic communication around document renewals to vendors (contract and insurance)

9.2.1 Automated notifications to buyer and vendors when expirations are approaching

9.2.2 Ability to schedule notifications

9.3 Automatic tracking of contract amount details such as: contract spend, invoices paid, encumbrances etc.

9.4 Monitors performance measures

9.4.1 Vendor performance analysis within the solution display and exportable

9.4.2 Display flags in performance view that show the user that the vendor is disbarred or pending any other approval requirement

9.4.3 Automated notifications to buyers when vendor is below compliance thresholds

9.5 Ability to upload documents that were executed outside of the Solution

9.6 Ability to create and approve contract amendments within Solution

9.7 Ability to create and approve task orders within Solution

9.8 Ability to view agreements executed by the County (by all County departments)

9.9 Ability to keep confidential contracts to department view only

10. Dashboards

10.1 Automatic dashboards views at various levels: staff, management, executive leadership

10.1.1 Executive (read) level dashboards have separation of duties from staff (creation)

10.2 Solicitation dashboard about project progress

10.3 Contract dashboard about progress, status and expiration

10.4 Team performance index (e.g. staff assignments and project status)

11. Reports

11.1 Ability to write parameters for new reports

11.2 Report on data such as vendor analytics*, vendor diversity, departmental contracts, departmental spend, contract spend etc

11.3 Report on spend analytics, daily operations, managerial oversight and audit awareness

11.4 Departmental performance measures

11.5 Other customized reports on an as-needed basis

11.6 Export reports

11.7 Projected cost savings

11.7.1 Spend Analytics should be robust with capability of capturing, encumbrances, and posted entries

*Vendor analytics would at minimum include tracking small business status, geographical location, diversity, contracts awarded and total spend.

12. Training

12.1 Procurement level (super users) training

12.2 Staff level (intermittent users) training

12.3 Executive level (approvers) training

The ideal Solution would be intuitive and easy to use, thus requiring minimal training to get staff started in the using the Solution.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 6 of 21 April 10, 2023

13. Support desk services for:

13.1 Vendor questions and registration assistance

13.2 Staff navigating the system

13.3 System administration

13.4 Tracking, escalation and resolution of defects, enhancements, and bug injections

13.5 Release scheduled communications and release notes

14. Other solution related services

14.1 Construction solicitation and contracting

14.2 Automated response to Public Records Act (PRA)

14.3 Federal Risk and Authorization Management Program (FedRAMP) certified

14.4 Ability to create separate accounts for additional organizations (on the County’s platform with separated data)

C. Organization Size and Staffing

The Solution will be used by all County departments as well as the Procurement Division. Each department will identify a lead procurement staff member that will be trained on the new Solution. The medium to large departments may identify staff from each Division or have a Procurement Team that would be trained on the new Solution.

Staffing:

As of December 5, 2022, the County employs 7,000 staff members.

It is estimated that there will be 150+ super users utilizing the Solution daily. There will be an additional 200+ reviewers/approvers/other functions who will utilize the Solution periodically on an as-needed basis.

The Procurement Division has 8 staff members: 2 managers, 5 buyers and 1 administrative support person.

The Procurement Division is responsible for all Purchasing equal to or more than $5,000.

Contracting is decentralized with Departments being responsible for their own projects.

Organization:

In FY 2021-22, the adopted budget was $3.2 billion, however the total budget spend was $2.3 billion mainly due to deferred capital projects.

In FY 2022-23, the adopted budget is $3.6 billion

The total amount procured by the County in FY 2021-22 was $373,787,323 This spend was split between:
• Purchasing $68,383,191
• Contracting $305,404,133

D. Timeline

Following is the estimated timeline for this project:
2023
• July: Turn on Vendor Portal and report on vendor data • August: Turn on Solution for first department
• February: Turn on Solution for last department

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 7 of 21 April 10, 2023
E. Project Manager

The Contractor should assign an experienced Project Manager to work with the County to implement the solution with the County. The Project Manager should have experience guiding a large organization through a well thought out and phased approach to implementing the full solution for numerous stakeholders.

The Project Manager will work the County’s Project Manager to develop and execute the implementation plan.

F. Technology/Security Requirements

The solution will need to accommodate the following technology and security components. The components below have been transferred to Appendix C: Technology Specifications Checklist. The technology components shall include but are not limited to:

1. Security Requirements

1.1. Solution must support identity identification and authentication integration. Security Assertion Markup Language (SAML) is the preferred choice, and integrate with OKTA SSO.

1.2. Multifactor authentication must be enabled

1.3. Access permissions must allow for privileges to be assigned to individuals as well as groups in the support of “roles” (Data Entry, Approver, Auditor, Administrator).

1.4. Ensure sitewide SSL and enable HTTP Strict Transport Security

1.5. Protect against SQL injection and DoS exploits

1.6. Administrative and security controls such as, performance monitoring, event monitoring, vulnerability assessments, etc.

1.7. Solution must provide patching processes including, but not limited to: security fixes and updates

1.8. Network defenses including, but not limited to: logging, audit capabilities, vulnerability testing/scanning

1.9. Disaster recovery plan including, but not limited to: backup and restore

1.10. Data storage and hosting must include separate tenancy and be situated within the United States with availability for additional storage

1.11. APIs are tested for potential exploits

1.12. Solution must support multiple environments, including but not limited to: production, training, testing/development

2. Integration

2.1. (Required) One way integration from Workday, the County’s HR system, to the solution to establish role hierarchy for workflow and approval structure, establish security roles, and ease accounting provisioning and setup

2.2. (Required) One way integration from OFAS, the County’s Financial Accounting System, to the Solution to provide payment and PO data.

2.3. (Desired) Integration to and from Granicus, the County’s system and library of Board of Supervisors (BOS) resolutions and memorandum, to and from the solution to export contracts and PO’s that require the review and approval of the BOS.

G. Implementation and Training

The contractor shall provide a realistic implementation and training plan and schedule (counted in weeks) for roll out of the Solution to a large organization. The contractor shall also identify if implementation will be Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 8 of 21 April 10, 2023
completed through in-house team or 3rd party provider, and that the implementation (however it is handled) will meet the project timeline as set by the County.

H. Solution Sharing

This Solution will be procured for the use by the County of San Mateo. In addition, the Solution may be made available to the 20 cities within the County of San Mateo and other governmental organizations.

The Solution should allow the additional organizations to use the infrastructure set up by the County but keep the contents of the various organizations separated. Each organization would have their own accounts on the same platform. It is estimated that smaller organizations would have 1-2 users. Larger ones may have 10.

I. Solution Updates

The Solution is updated on a regular basis with new functionality. The release schedule will be communicated in advance to allow the client to perform full regression testing with each release. Validation testing of release must be performed in the testing environment and approved for functionality prior to deployment to production by the client.

[The remainder of this page intentionally left blank.]

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 9 of 21 April 10, 2023
III. Submission Requirements

A. Submission Deadline

Proposals must be electronically received by 5:00 PM PST, on May 15th, 2023via Public PurchaseTM (details below).

Allow sufficient time for the upload to complete by the Due Date and Time. Partial uploads will automatically terminate and proposals will be rejected. The Public PurchaseTM submission time will be the official submission time. The County will not be responsible for and will not accept proposals that are late due to slow internet connections or for any other failure of the Public PurchaseTM system.

NOTE: The County does not maintain the Public PurchaseTM system and is not liable for site failures or technical problems. To resolve technical issues, contact Public PurchaseTM using the chat portal via link below or email Vendor Support at [email protected]:

http://www.publicpurchase.com/gems/help/mainhelp.html?frame1=public/info.html&frame2=public/info_register .html

Late submissions will not be considered.

B. Pre-submission Registration

Organizations or individuals interested in responding to this solicitation must register online with the County of San Mateo at:
https://www.publicpurchase.com/gems/register/vendor/register

It is recommended that organizations complete this registration as soon as possible to allow enough time for it to be processed. Each registration is manually reviewed and approved by Public PurchaseTM and this might take time. The County will not be responsible for and shall not accept proposals that are late due to a failure to register in the Public PurchaseTM system.

C. Submission via Public PurchaseTM

1. Submission of Proposals:

1.1 Required documents

The following documents should be submitted as separate files following the instructions below:
▪ Technical Proposal
▪ Appendix A: Minimum Qualifications Checklist
▪ Appendix B: Solution Specifications Checklist
▪ Appendix C: Technology Specifications Checklist
▪ Appendix D: Fee Proposal

The documents shall follow the following standard naming convention:
[“RFP #” “Proposing Firm”_“Document Name””. “File Type”] For example: “RFP 1468_County of San Mateo_Appendix B.PDF”

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 10 of 21 April 10, 2023

1.2 Electronic Submissions

Include the proposer name and the RFP title and number in each filename. Submit proposals via the Public PurchaseTM website, allowing sufficient time for the upload to complete by the Due Date and Time. Partial uploads will automatically terminate and proposals will be rejected. The Public PurchaseTM submission time will be the official submission time. Contact Public PurchaseTM with technical questions regarding the site. The County will not be responsible for and will not accept proposals that are late due to slow internet connections or for any other failure of the Public PurchaseTM system. Late submissions will not be considered.

1.3 Conflicts between Certain Requirements

Prior to the submission deadlines and solely relating to a determination of the timeliness of questions, comments, and proposal submissions, information displayed on the Public PurchaseTM site will take precedence in the event of a discrepancy between that information and the information within the solicitation documents. For all other discrepancies, the information in the solicitation documents will take precedence.

1.4 Format

Documents should be created in the following format:

• Text be unjustified (i.e., with a ragged-right margin) • Pages have margins of at least 1” on all sides (excluding headers and footers) • Font size 11
• If the proposal is lengthy, please include a Table of Contents • PDF format is preferred

Documents that are difficult to review due failure to adhere to the above formats may be deemed non- responsive.

2. Errors in Proposals

The County will not be liable for any errors in proposals. Proposals may be rejected as unresponsive if they are late, incomplete, missing pages or information, or cannot be opened for any reason. The County may waive minor irregularities but such waiver will not modify any remaining RFP requirements.

D. Technical Proposal (Maximum of 28 pages)

NOTE: One (1) page of content is measured as 1-sided letter sized page.

Pages that exceed the maximum page limit will not be reviewed or scored.

Firms interested in responding to this RFP should submit the following information, in the order specified below:

1. Introduction and Executive Summary (up to 1 page)

Submit a letter of introduction and executive summary of the proposal. The letter should contain:

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 11 of 21 April 10, 2023
• Name, title and contact information (email, phone and address) for representative of proposing firm who is responsible for communication related to this RFP • Signature of person authorized to obligate firm to perform the commitment contained in the proposal

Submission of the letter will constitute a representation by firm that you are willing and able to perform the commitments contained in the proposal and have not violated the terms of this RFP.

2. Statement of Minimum Qualifications (checklist not included in page count)

Describe how the firm meets the minimum qualifications as set forth in Section IV. 1 – Minimum Qualifications of this RFP, and with the completion of Appendix A: Minimum Qualifications Checklist

Submission of the Appendix A: MQ checklist does not negate the requirement to provide a detailed written response.

3. Solution Specifications Checklist (spreadsheet not included in page count)

Describe how the Solutions meets the qualifications as set forth in Appendix of B: Solution Specifications Checklist of this RFP.

Submission of Appendix B: Solution Specification Checklist, does not negate the requirement to provide additional details about the minimum qualifications in the technical proposal.

4. Technology Specifications Checklist (spreadsheet not included in page count) Describe how the Solutions meets the qualifications as set forth in Appendix of C: Technology Specifications Checklist of this RFP.

Submission of Appendix C: Technology Specification Checklist, does not negate the requirement to provide additional details about the minimum qualifications in the technical proposal

5. Project Approach (up to 16 pages)

Describe the services and activities that your firm proposes to provide to the County. Include the following information:

4.1 Describe how the proposed Solution meets the ideal Solution that is described in Section II: SOW

4.2 Briefly describe any of the items in Section B.14 Optional that the firm can offer

4.3 Describe the implantation plan and timeline, clarify if implantation services will be provided by in- house staff or sub-contractor. If by sub-contractor please specify the firm and their experience.

4.4 Describe the approach for data migration into the Solution

4.5 Describe how the firm will complete the project within the County’s required time frame noted in Section II. D.

4.6 Detail the training plan and timeline for different levels of staff usage, detail if the training services will be provided by in-house staff or sub-contractor. If by sub-contractor please specify the firm and their experience.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 12 of 21 April 10, 2023

4.7 Detail how the Solution will meet Section II.F – Technology/Security Considerations

4.8 Describe the innovations that your firm will provide for this Solution that makes it stand out in the marketplace, including but not limited to efficiency, technology and reporting.

4.9 Describe the process the Cities and other governmental organizations will go through to use the Solution. Detail how the Solution will be shared but each entity will be kept siloed.

5. Firm Qualifications (up to 4 pages)

Provide information on your firm’s background and qualifications which addresses the following:

5.1 A brief description of the firm

5.2 If joint venture or subconsultants are proposed, provide information on how they will be used in the project

5.3 Describe the updates to the Solution that are planned for the next 12 months

5.4 A description of not more than three (3) projects similar in size** and scope that have been completed within the last five (5) years by your firm including client, reference and telephone numbers, staff members who worked on each project, budget, schedule and project summary. Descriptions should be limited to one (1) page for each project.

** Size in this case is an organization with 100+ procurement super users in the Solution and other details as provided in Section II.C: Organization Size and Staffing

6. Team Qualifications (up to 6 pages)

6.1 Provide a chart identifying:

6.1.1 Project team and reporting structure

6.1.2 Lead project manager

6.1.3 Role each person will play in the project

6.2 Provide a brief description of the experience and qualifications of the project team members, including short resumes if desired. Identification of the lead project manager is required.

6.3 Provide two (2) references for the project manager including contact information and project details (if they are not repeated from section 5.4 above) for Solution implementation projects that have been completed in the last year.

6.4 Written assurance that the key individuals listed and identified will be performing the work and will not be substituted with other personnel or reassigned to another project without the County’s prior approval.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 13 of 21 April 10, 2023

7. References (up to 1 page)

Identify two (2) recent (projects completed within the last 12 months) client references and provide the following information for each: contact name, title, organization, email address, and telephone number.

References should be from other public agencies with projects (by users) of a similar size.

8. Fee Proposal (not included in technical proposal page count)

Submit information in Appendix D: Fee Proposal, as a separate document.

Fees and Hourly rates may be used to negotiate changes in the Scope of Work, if necessary.

Approved hourly direct labor rates, if any, as of the effective date of this proposal will be specified in the agreement, and shall remain in effect for the of three (3) years

The County reserves the right to accept other than the lowest priced offer and to reject any proposals that are not responsive to this request.

[The remainder of this page intentionally left blank.]

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 14 of 21 April 10, 2023
IV. Evaluation and Selection Criteria

A. Minimum Qualifications (MQs)

Any proposal that does not demonstrate that the proposer meets these minimum requirements by the submission deadline shall be determined to be non-responsive and not eligible for further consideration in the evaluation process.

Proposer is defined as the prime firm, organization, or joint venture that is submitting a proposal for this RFP.

Solution is defined as the eProcurement Solution offered by the Proposer.

Proposers must meet the following Minimum Qualifications:

1. Proposer shall have at least three (3) years of experience with in the last five (5 ) years immediately preceding the issuance of this RFP in providing an eProcurement solution product.

2. Proposer shall have completed at least two (2) eProcurement projects, for at least 100 users, within the last four (4) years, for at least two (2) public entities that serve populations of at least 750,000 people, one (1) of which must have been in the State of California.

3. Project Manager shall have a minimum of two (2) years of experience implementing the Solution with large organizations within the last five (5) years immediately preceding the issuance of this RFP.

4. Proposer is registered and in good standing with SAM.gov® (https://sam.gov/content/home).

Solution is required to include the following components:

1. Multi-Tenant

2. Vendor portal

3. Solicitation development

4. Purchasing

5. RFx draft

6. RFx posting and submissions

7. RFx evaluation

8. Contract development

9. Contract award

10. Contract management

11. Dashboards

12. Reports

13. Training

14. Support desk services

B. Selection Criteria

The proposals will be evaluated by a selection committee with relevant expertise. The County intends to evaluate the proposals generally in accordance with the criteria itemized below. Up to three (3) proposers with the highest scoring proposals will be interviewed by the committee to make the final selection.

The selection committee will only review and score the Technical Proposals. The Fee Proposal score will be calculated and added to the Technical Proposal score. The sum of these two scores will equal the final score.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 15 of 21 April 10, 2023
Technical Proposal (Total of 320 Points)

Appendix A: Minimum Qualifications Checklist will be evaluated on a pass/fail basis.

1. Project Approach (90 points)

1.1 Demonstrates a clear understanding of the requested ideal Solution detailed in Section II - SOW and how the proposed Solution meets the project request

1.2 Feasibility of the project implementation plan

1.3 Complexity of the data migration plan

1.4 Ability to complete the project within the County’s timeline

1.5 Ease of use of the system vs hours of training needed to get started

1.6 Ability to meet the technology considerations

1.7 Usefulness of innovations and how developed the Optional services are

1.8 Ability for the Solution to be siloed for use by other governmental entities

2. Firm Qualifications (20 points)

2.1 Relevant expertise of the firm for implementing the Solution with a large organization

2.2 Usefulness of the solution updates that are planned for the next 12 months

2.3 Results of reference checks

3. Team Qualifications (40 points)

3.1 Expertise of the lead project manager for managing and implementing projects of this size with a large organization

3.2 Expertise of assigned staff in the subject area and description of the tasks to be performed by each staff person

3.3 Reasonableness of proposed staffing level and allocation plan.

3.4 Results of reference checks

4. Appendix B: Solution Specifications Checklist (90 points)

Appendix B: Solution Specifications Checklist lists the specifications of the County’s ideal Solution.

Each specification item that is fulfilled within the solution will receive 3 points, each item that is integrated will be 2 point and items that are not in the Solution will score 0, with a total available of 321.

The final score will be adjusted to a weight of 90 points within the overall technical proposal.

5. Fee Proposal (80 points)

The fee proposal will be scored qualitatively by the evaluation panelists, and quantitatively by the fee proposal method listed below by the Procurement staff.

The table below explains the method by which the fee proposal is scored. The lowest cost proposal will receive the maximum number of points assigned to the fee proposal evaluation criteria. All other proposals will be assigned points by dividing the amount of the lowest total fee proposed by the amount of their respective total fee proposed and then multiplying the resulting number of the maximum number of points available to receive the proposer’s score.

Sections 8.1 and 8.2 of the Fee Proposal will be summed to determine the proposer’s total cost.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 16 of 21 April 10, 2023
For example, if a total of 50 points are assigned to evaluate the fee proposal, Firm A offers the lowest fee proposal of $1000 receives all 50 points. Firm B is the next lowest proposal that offers $1200 receives a score of 41.5 points ($1000 divided by $1200 multiplied by 50 points). Firm C has the highest proposal that offers $1500 and receives a score of 33 points ($1000 divided by $1500 multiplied by 50 points).

Firm Firm A Firm B Firm C
Total Cost $1000 $1200 $1500
Calculation - 1000
1200
1000
1500
Points Achieved % 1.0 0.83 0.66
Points (Max 50) 50 41.5 33

6. Oral Interview (50 points)

Following the evaluation of the written proposals, the three (3) proposers receiving the highest scores will be invited to an oral interview. The interview will consist of standard questions asked of each of the proposers.

• Demonstration: Ease of use of the Solution and how the Solution functionality matches the County’s Solution specifications.
• Experience: Relevance of the team experience as demonstrated by types and complexity of previous work presented. Evidence of the expertise that the team brings to the project. • Approach to Implementation: Understanding of the key long-range and short-range implementation issues that affect the project. Quality of the insight or conceptualization of the issues relevant to the project.
• Communication: Quality of the written and graphic communication used to represent the skills of the team. Clarity of the organization and exposition of the Solution and the presentation. • Breadth: Degree to which the technical expertise is complete for the anticipated scope of work.

Evidence that the team is structured for a comprehensive approach. • Management: Evidence that previous work was well managed, within budget, and on-time.

Documentation of relevant problems and how they were resolved. • Innovation: Solution functions have demonstrated excellence and clear understanding of the needs of governmental procurement

[The remainder of this page intentionally left blank.]
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 17 of 21 April 10, 2023
V. Instructions to Proposers

A. Pre-Proposal Conference

Proposers are encouraged to attend a pre-proposal conference on April 13th, 2023 at 11:00 AM PST, to be held at virtually. RSVP interest in attendance by emailing Michael Jo, [email protected], and for meeting invitation details. All questions will be addressed at this conference and any available new information will be provided at that time. If you have further questions regarding the RFP, please post them on Public PurchaseTM.

Proposers are encouraged to attend the pre-proposal conference. The date, time, and location can be found in Section I. B. Schedule. Questions asked at the pre-proposal conference may be answered verbally; however, verbal answers are not binding. Questions asked at the pre-proposal conference will be documented and included with answers on an RFP addendum that includes all questions and answers, both from the pre-proposal conference and from questions submitted to Public PurchaseTM. The County makes no guarantee that all verbal questions asked at the pre-proposal conference will be answered (See B. 1.1 below). No answers are official until they are posted in an RFP addendum.

B. Communications

1. All questions must be submitted to Public PurchaseTM no later than the questions deadline stated in Section I. B. Schedule. To guarantee that questions asked at the pre-proposal conference are officially answered, proposers are encouraged to submit those questions in writing to Public PurchaseTM by the deadline as well.

2. As of the issuance date of this RFP and continuing until it is canceled or an award is made, no proposer or person acting on behalf of a prospective proposer may discuss any matter relating to the RFP with any officer, agent, or employee of the County, other than through Public PurchaseTM, to the Authorized Contact Person, or as outlined in the evaluation or protest procedures.

3. Proposers may not agree to pay any consideration to any company or person to influence the award of a contract by the County, nor engage in behavior that may be reasonably construed by the public as having the effect or intent of influencing the award of a contract.

The above restriction does not apply to communications with the County regarding business not related to this RFP.

C. Contract Award

Violation of the following prohibitions may result in a proposer being found non-responsible and barred from participating in this and future procurements.

1. Award Procedure

Contract negotiations are neither an offer nor guarantee that a contract will be executed. A contract award, if any is made, will be to the responsive, responsible proposer offering the overall best value to the County for the services and goods described in this solicitation, or as applicable, for a specific portion of the services and goods described. Any agreement reached will be memorialized in a formal agreement using the attached template, executed by the appropriate authority.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 18 of 21 April 10, 2023

2. Notice of Intent to Award

If a decision is made to take steps to enter into an agreement with one or more proposers, the County will post a Notice of Intent to Award, notifying the remaining proposers of their non-selection. Notice may instead be provided by including approval of the agreement as an item on an agenda for a meeting of the Board of Supervisors.

3. Commencement of Performance

After all parties have signed the Agreement, the County will notify the contractor and performance may proceed. Prior to execution of the Agreement by the County, no County employee may authorize work under the Agreement. Any work performed prior to the full execution of the Agreement will not be uncompensated.

[The remainder of this page intentionally left blank.]
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 19 of 21 April 10, 2023
VI. Terms and Conditions for Receipt of Proposals

A. Errors, Omissions and Inquiries regarding the RFP

Proposers are responsible for reviewing all portions of this RFP. Proposers are to notify the Department via Public PurchaseTM if the proposers discover any ambiguity, discrepancy, omission, or apparent error in the RFP.

Such notification should be made promptly after discovery, but in no event later than five business days prior to the deadline for receipt of proposals. Modifications and clarifications will be made by addenda as provided below.

Inquiries regarding the RFP should be lodged in Public Purchase.

B. Objections to RFP Terms

Should a proposer object on any ground to any provision or legal requirement set forth in this RFP, the proposer must, not more than ten calendar days after the RFP is issued, provide written notice to the Department, via Public PurchaseTM, setting forth with specific grounds for the objection.

C. Addenda

The County may cancel, revise, or reissue this RFP, in whole or in part, for any reason. Revisions will be posted as Addenda on Public PurchaseTM. No other revisions of this RFP are valid. Proposers shall be responsible for ensuring that their proposals reflect any and all Addenda issued by the County prior to the proposal due date regardless of when a proposal is submitted. Therefore, the County recommends that proposers consult Public PurchaseTM frequently, including shortly before the proposal due date, to confirm that all Addenda have been downloaded.

D. Term of Proposal

Submission of a proposal signifies that the proposed services and prices are valid for the duration of the proposed agreement term and that the quoted prices are genuine and not the result of collusion or any other anti-competitive activity.

E. Revision or Withdrawal of Proposal

A proposer may revise a proposal on the proposer’s own initiative at any time before the deadline for submission of proposals. If the proposer desires to submit a replacement proposal, the proposer must submit the replacement proposal as instructed in this RFP on or before the proposal due date.

A proposer may withdraw a proposal at any time before the deadline for submission of proposals. After that time, whether or not a new RFP is issued for the same subject matter, withdrawal of a proposal may preclude the proposer from participating in the procurement as a proposer or subcontractor, except that an original equipment manufacturer may participate indirectly through a reseller.

F. Errors and Omissions in Proposal

The County will not be liable for any errors in proposals. Proposals may be rejected as unresponsive if they are incomplete, are missing pages or information, or cannot be opened for any reason. The County may waive minor irregularities but such waivers will not modify any of the remaining RFP requirements.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 20 of 21 April 10, 2023
G. No Commitment

Neither submission of a proposal nor the County’s receipt of proposal materials confers any right to the proposer nor any obligation on the County. This RFP does not commit the County to award a contract, nor will the County defray any costs incurred in preparing proposals or participating in any presentations or negotiations.

I. Financial Responsibility

The County shall have no financial responsibility for any costs incurred by a firm in responding to this RFP.

J. Estimated Quantity

If the RFP results in an indefinite quantity or a requirements agreement, the goods and services requested by the County may be less than the maximum value of the agreement and there is no guarantee, either expressed or implied, as to the actual quantity of goods and services that will be authorized under the agreement.

K. Public Record

1. General

1.1 All proposals, protests, and information submitted in response to this solicitation will become the property of the County and will be considered public records. As such, they may be subject to public review.

1.2 Any contract arising from this RFP will be a public record.

1.3 The County is not seeking proprietary information and will not assert any privileges that may exist on behalf of the proposer.

1.4 Submission of any materials in response to this RFP constitutes:

a. Consent to the County’s release of such materials under the Public Records Act without notice to the person or entity submitting the materials; and

b. Waiver of all claims against the County and/or its officers, agents, or employees that the County has violated a proposer's right to privacy, disclosed trade secrets, or caused any damage by allowing the proposal or materials to be inspected; and

c. Agreement to indemnify and hold harmless the County for release of such information under the Public Records Act; and

d. Acknowledgement that the County will not assert any privileges that may exist on behalf of the person or entity submitting the materials.

In rare circumstances where there is an expectation that proposers will need to submit trade secrets or other confidential information in order to respond to an RFP, the following provision should be added:

2. Confidential Information

2.1 Proposers are responsible for asserting any applicable privileges or reasons why a document should not be produced in response to a public record request.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 21 of 21 April 10, 2023

2.2 If submitting information protected from disclosure as a trade secret or any other basis, identify each page of such material subject to protection as “CONFIDENTIAL”. If requested material has been designated as confidential, the County will attempt to inform the proposer of the public records request in a timely manner to permit assertion of any applicable privileges.

2.3 Failure to seek a court order protecting information from disclosure within ten days of the County’s notice of a request to the proposer will be deemed agreement to disclosure of the information and the proposer agrees to indemnify and hold the County harmless for release of such information.

2.4 Requests to treat an entire proposal as confidential will be rejected and deemed agreement to County disclosure of the entire proposal and the proposer agrees to indemnify and hold the County harmless for release of any information requested.

2.5 Trade secrets will only be considered confidential if claimed to be a trade secret when submitted to the County, marked as confidential, and compliant with Government Code Section 6254.7.

L. Reservations of Rights by the County

The issuance of this RFP does not constitute an agreement by the County that any contract will be entered into by the County. The County expressly reserves the right at any time to:

• Waive or correct any defect or informality in any response, proposal, or proposal procedure; • Reject any or all proposals;
• Reissue a RFP;
• Prior to submission deadline for proposals, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the proposals; • Procure any materials, equipment or services specified in this RFP by any other means; or • Determine that no project will be pursued.

M. No Waiver

No waiver by the County of any provision of this RFP shall be implied from any failure by the County to recognize or take action on account of any failure by a proposer to observe any provision of this RFP.

N. Cooperative Agreement (Piggyback)

This competitive solicitation is being conducted as a Cooperative Procurement. The services, terms and conditions of any agreement resulting from this solicitation may be used by other organizations as a Cooperative Agreement.

This provision in no way commits any affiliate to procure services from any awarded contractor, nor does it guarantee any additional orders will result. At their discretion, and subject to their own procurement policies, interested organizations may make use of this competitive procurement and contract directly from the awarded contractor.

[The remainder of this page intentionally left blank.]
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) 22 of 21 April 10, 2023
VII. Protest Procedures

A. Protest of Non-Responsiveness Determination

Within five (5) working days of the County's issuance of a notice of non-responsiveness, any firm that has submitted a proposal and believes that the County has incorrectly determined that its proposal is non-responsive may submit a written notice of protest. Such notice of protest must be received by the County on or before the fifth working day following the County's issuance of the notice of non-responsiveness. The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the County to determine the validity of the protest.

B. Protest of Contract Award

Within five (5) working days of the County's issuance of a notice of intent to award the contract, any firm that has submitted a responsive proposal and believes that the County has incorrectly selected another proposer for award may submit a written notice of protest. Such notice of protest must be received by the County on or before the fifth working day after the County's issuance of the notice of intent to award.

The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the County to determine the validity of the protest.

C. Delivery of Protests

All protests must be received by the due date. If a protest is mailed, the protestor bears the risk of non-delivery within the deadlines specified herein. Protests should be transmitted by a means that will objectively establish the date the County received the protest. Protests or notice of protests made orally (e.g., by telephone) will not be considered. Protests must be delivered to:

[email protected]
Subject: RFP Name and Number

[The remainder of this page intentionally left blank.]

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) Appendix A April 10, 2023

Appendix A – Minimum Qualifications Checklist

Complete this form and attach it to your firm’s Proposal

I, Insert Name, am a Insert Title at Insert Firm and am authorized to execute this Certification on its behalf.

Minimum Qualifications
Any proposal that does not demonstrate that the proposer meets these minimum requirements by the submission deadline shall be determined to be non-responsive and not eligible for further consideration in the evaluation process.

Proposer is defined as the prime firm, organization, or joint venture that is submitting a proposal for this RFP. Solution is defined as the eProcurement Solution offered by the Proposer.

Proposers must meet the following Minimum Qualifications:

 Proposer shall have at least three (3) years of experience within the last five (5) years immediately preceding the issuance of this RFP in providing an eProcurement solution product.

 Proposer shall have completed at least two (2) eProcurement projects, for at least 100 users, within the last four (4) years, for at least two (2) public entities that serve popula tions of at least 750,000 people, one (1) of which must have been in the State of California.

 Project Manager shall have a minimum of two (2) years of experience implementing the Solution with large organizations within the last five (5) years immediately preceding the issuance of this RFP.

 Proposer is registered and in good standing with SAM.gov® (https://sam.gov/content/home).

Solution is required to include the following components:

 Multi-Tenant
 Vendor portal
 Solicitation development
 Purchasing
 RFx draft
 RFx posting and submissions
 RFx evaluation
 Contract development
 Contract award
 Contract management
 Dashboards
 Reports
 Training
 Support desk services
Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF RFP (1486) Appendix A April 10, 2023

Required Registration
Check box to indicate your firm is registered and in good standing with the System for Award Management (SAM.gov®, https://sam.gov/content/home)

☐ Registered as Business Name

UEI No. Business Number

I certify that the foregoing information is true and correct as of the date of this Certificate.

Signature:

Date: Click or tap to enter a date.

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF

PROCUREMENT

DIVISION
455 County Center
4th Floor
Redwood City, CA 94063

July 5th, 2023

TO: All Proposers

RE: Intent to Award for RFP No. 1486 – eProcurement Solution

This is a Letter of Intent to Award regarding Request for Proposal (RFP) No. 1486 – eProcurement Solution issued by the San Mateo County (the “County”) on April 10th, 2023. The County has evaluated the proposals received using the evaluation criteria identified in the RFP, and is hereby recommending that the County enter into an agreement with:

• OpenGov Inc.

The Proposer listed above had the required qualifications and received the evaluation team’s highest ranking.

The award decision is conditioned upon final approval by the Departmental Director or the Board of Supervisors.

Thank you for your interest in doing business with the County of San Mateo.

Sincerely,

Yen Pang – County Contracts Manager

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF Exhibit A

1. General Description of RFP eProcurement Solution

2. List key evaluation criteria Minimum Qualifications
Software Specifications
Technology Specifications
Fee Proposal
Interview

3. Where advertised Public Purchase

4. In addition to any
advertisement, list others to
whom RFP was sent
Agiloft Inc.

Bonfire Interactive LTD
Cobblestone Software
ColbiTech
Coupa
Easibuy
GHD Services
Holmes and Associates
IBISworld
Icertis
Ivalua
Jaggaer
Mercell (Negometrix)
OpenGov
Periscope Holdings
Premikati
Proactis
SAP
Secure Internet Commerce Network
Sirion Labs
Sysoft
Workday

5. Total number sent to
prospective proposers
22 6. Number of proposals
received
10 Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF

7. Who evaluated the
proposals
Procurement Division – Jas Sandhar (Procurement
Manager)
Human Services Agency – Yvonne Kollings (Financial
Services Manager II)
Controllers – Patrick Enriquez (Deputy Controller)
County Executive’s Office – Roberto Manchia (County
Chief Financial Officer)
Department of Public Works – Tory Newman (Deputy
Director, Facilities Services)
San Mateo Medical Center – Sau Vong
(Administrative Services Manager)

8. In alphabetical order,
names of proposers (or
finalists, if applicable) and
location
Bonfire Interactive – Kitchener, Ontario, Canada
Cobblestone Systems – Lindenwold, NJ
Coupa – San Mateo, CA
Icertis – Bellevue, WA
OpenGov – Redwood City, CA
Pantheon inc. – San Francisco, CA
SAP – Walldorf, Germany
Jaggaer – Morrisville, NC
Sysoft – New York City, NY

Docusign Envelope ID: AFAB0716-003D-4EC0-B181-9059B3E7DBFF CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 23. To: Honorable Mayor and City Council From: Gary Carter, Director, Information Technology and Security ITS Administration Subject: CONSIDER APPROVAL OF A MASTER SERVICE AGREEMENT FOR INTERNET SERVICESWITH HURRICANE ELECTRIC, LLC (CITY COUNCIL) I. SUMMARY
On April 2, 2024, City Council approved a contract with EvoDC, LLC for colocation racks, power and controlled HVAC services to accommodate City IT equipment at a Los Angeles regional data center. The colocation site serves as a component of the City’s IT Disaster Recovery Protocols. The City currently requires internet connectivity at the colocation site to operate equipment remotely. City staff obtained a competitive quote from Hurricane Electric, LLC to provide internet services at the City’s colocation site.

The competitive quote of $4,680 per year is within the City Manager authority or Director authority for approval.

However, the contract language requires approval by City Council as a vendor agreement with specific contractual terms that differ from the City’s standard vendor agreement terms, and where the vendor does not permit changes to its contract. The internet services agreement will serve to support the City of Carson’s regional data center as a component of Carson’s IT Disaster Recovery Protocols.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a Master Service Agreement with Hurricane Electric, LLC for IP Transit for an amount not to exceed $23,400 for a total term of 5 years; and

2. AUTHORIZE the Mayor to execute the contract after approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate.

IV. BACKGROUND
The City of Carson acquired colocation space at regional data centers to enable initiation of several critical network and server upgrade projects. The City requires internet connectivity at the regional data centers to connect to the City’s equipment for remote operation.

City staff received a competitive quote from Hurricane Electric, LLC for internet connectivity at the Los Angeles regional colocation site. Hurricane Electric, LLC was selected to provide internet connectivity for a 5-year term.

Hurricane Electric’s proposed costs are competitive and within the City’s budget. The vendor provides internet services for the annual cost of $4,680 with zero rate increases for a 5-year term, and has waived the non-recurring installation costs.

Legal Analysis:

The contract contains several clauses that are typically not agreed to by the City. Some examples of such clauses are below:

The City is required to indemnify vendor for various claims, such as those arising from City's use of the services alleging (a) infringement or misappropriation of any intellectual property rights, defamation, libel or slander; (b) any loss or injury suffered by another vendor customer; or (c) any damage arising from City's equipment.

Vendor's maximum liability on the contract is the amount of fees paid by City during a one month period.

The contract will automatically renew after the 5-year term unless terminated within a prescribed period and there's no ability for the City to terminate for convenience which means City staff will need monitor the contract closely.

While this contract is under the City Manager's expenditure authority, the City Attorney has advised that the City Manager’s authority to approve expenditures and contracts under the Purchasing Ordinance does not include the authority to approve indemnity obligations because indemnity obligations can be limitless. This is the reason the City Council is being asked to consider approval of the Hurricane contract.

V. FISCAL IMPACT
The cost associated with the 5-year contract with Hurricane Electric, LLC. is not to exceed the amount of $23,400.

The one-time installation fees are waived, and the annual internet services cost of $4,680 is included in the current FY2025-26 budget. The Information Technology & Security Department will include the annual service cost of $4,680 in the proposed FY2026-27 and subsequent fiscal years.

Fiscal Year Amount Account Number
FY2025-26 $    4,680.00 101-54-520-101-
6020
FY2026-27 $    4,680.00 101-54-520-101-
6020
FY2027-28 $    4,680.00 101-54-520-101-
6020
FY2028-29 $    4,680.00 101-54-520-101-
6020
FY2029-30 $    4,680.00 101-54-520-101-
6020
Total $  23,400.00 101-54-520-101-
6020

VI. EXHIBITS

1. Hurricane Electric, LLC Master Serivce Agreement

2. Order Form Hurricane Electric LLC

Attachments
Contract Hurricane Electric LLC.pdf
Order Form Hurricane Electric LLC.pdf
Hurricane Electric
760 Mission Court
Fremont, CA 94539
Telephone +1 510 580 4100
Master Service Agreement
This Master Service Agreement (the “Agreement”) is between Hurricane Electric, LLC. (“Hurricane”) and the Customer shown at the end of this document and consists of (i) this document and (ii) the Customer’s Order(s). Hurricane will begin installation and Service only after it receives and accepts: (i) a signed Order; (ii) this Agreement signed by a Customer authorized representative; and (iii) the Initial Payment due under Section 1.1 of this Agreement.

1. Service Fees and Billing. Customer agrees to pay the monthly charges for Service, the activation and other charges indicated on the Order(s) or otherwise due hereunder (collectively, “Fees”). Fees do not include applicable taxes (if any), shipping charges (if any), all of which shall be billed in addition to the Fees and shall be the responsibility of the Customer.

1.1 Initial Payment. Upon Hurricane’s acceptance of the Order and full execution of this Agreement, Customer shall be invoiced for all Service Activation Charges and the first full month’s Fees which shall be due within thirty (30) days after the execution of this Agreement.

2. Recurring Fees. Hurricane will bill Customer monthly in advance for all recurring Fees and in arrears for usage-based or non-recurring Fees. Billing for monthly Fees will begin on the earlier of: (a) the date that Customer starts using the Service or installs Customer Equipment in Hurricane’s premises (b) within thirty (30) days after the Ready For Service Date. If, however, Customer is unable to use the Services due solely to delays caused by and within the reasonable control of Hurricane, then the date on which monthly Service Fees billing begins will be extended by one day for each such day of delay.

3. Payment. Customer will pay in full all invoices from Hurricane in U.S. dollars within thirty (30) days of the date of invoice. Late payments will accrue interest at a rate of one and one-half percent (1 ½%) per month or the highest rate allowed by applicable law, whichever is lower. If payment is returned to Hurricane with insufficient funds, Customer is considered to not to have paid and subject to a returned check charge of $25 and may be terminated for Nonpayment as described in 13.1.

4. Local and Long Distance Carriers. Customer is responsible for ordering, maintaining, terminating and paying for any data and telecommunications circuits provided to Customer by local and long-distance carriers including cross-connects from Hurricane.

5. Other Networks. Customer is responsible for paying any fees, obtaining any required approvals and complying with any laws or usage policies applicable to transmitting data beyond the Network and/or through other public and private networks. Hurricane is not responsible or liable for performance or non- performance of such networks or their inter-connection points.

6. This paragraph intentionally deleted.

7. NO WARRANTY. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER’S USE OF THE SERVICES AND THE COLOCATION SPACE ARE AT CUSTOMER’S OWN RISK. HURRICANE DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES,

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HURRICANE DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Master Service Agreement 1.0 Page 1 of 7 Hurricane Electric Confidential

8. Disclaimer of Third Party Actions and Control. Hurricane does not and cannot control the flow of data to or from the Network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which Customer connections to the Internet (or portions thereof) may be impaired or disrupted. Hurricane cannot guarantee that such situations will not occur and, accordingly, Hurricane disclaims any and all liability resulting from or related to such events. In the event that Customer's use of the Service or interaction with the Internet or such third parties is causing harm to or threatens to cause harm to the Network or its operations, Hurricane shall have the right to suspend the Service. Hurricane shall restore Service at such time as it reasonably deems that there is no further harm or threat of harm to the Network or its operations.

9. Insurance. Customer will keep in full force and effect during the term of this Agreement: (i) commercial general liability insurance; (ii) workers' compensation insurance in an amount not less than that required by applicable law; and (iii) business property insurance covering Customer’s equipment in the amount of its replacement value.

10. Limitations of Liability.

10.1 Personal Injury. Hurricane will not be liable for any harm or personal injury to Customer personnel resulting from any cause, other than Hurricane's gross negligence or willful misconduct.

10.2 Damage to Customer Equipment. Hurricane is not liable for damage to, or loss of any of Customer Equipment resulting from any cause, other than Hurricane's gross negligence or willful misconduct and then only in an amount not to exceed the replacement value of the damaged Customer Equipment, or the total amount paid by Customer to Hurricane for one month’s service, whichever is lower.

10.3 Damage to Customer Business. In no event will Hurricane be liable for any incidental, punitive, indirect, or consequential damages (including without limitation any lost revenue or lost profits) or for any loss of technology, loss of data, or interruption or loss of use of Service (except as set forth in Section 6) or any other similar claims by Customer or related to Customer’s business, even if Hurricane is advised of the possibility of such damages. Hurricane will not be liable for any damages or expenses incurred by Customer as a result of any deficiency, error, or defect in Hurricane's service whether due to equipment, hardware, software, or Hurricane's failure to correct the same.

10.4 Maximum Liability. Notwithstanding anything to the contrary in this Agreement, Hurricane's maximum aggregate liability to Customer related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid by Customer to Hurricane for one month’s service.

11. Customer will indemnify, defend and hold harmless the Hurricane Parties from and against any and all claims, actions or demands arising out of Customer's use of the Service alleging: (a) with respect to the Customer’s business: infringement or misappropriation of any intellectual property rights; defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; or spamming or any other offensive, harassing or illegal conduct or violation of the Acceptable Use Guidelines; (b) any loss suffered by, damage to or injury of any other Hurricane customer, any other customer equipment or personnel, which loss, damage or injury is caused by acts or omissions by Customer personnel; (c) any personal injury suffered by any Customer personnel arising out of such individual’s activities related to the Services, unless such injury is caused by Hurricane’s gross negligence or willful misconduct; or (d) any other damage arising from the Customer Equipment or Customer’s business. Customer agrees to reimburse Hurricane for the expense and cost of handling such claims including, without limitation, legal fees.

12. Term. This Agreement will commence on the Effective Date and shall expire at the end of the last “Term” specified in any Order, unless sooner terminated as provided in Section 13 below, provided, however, that each Order shall automatically renew for additional periods of the same length as the initial Term upon the end of its Term unless one party provides the other written notice that it is terminating such Order not more than 90 days and not less than 30 days prior to the end of the Term specified in the Order.

Master Service Agreement 1.0 Page 2 of 7 Hurricane Electric Confidential

12.1 Rate Adjustments. After the initial term, Hurricane Electric has the right to increase rates by giving Customer 90 days advance notice of its intention to do so. Customer may terminate service within the 90 day period or continue to use service and pay the increased rate.

13. Termination.

13.1 Nonpayment. Hurricane may suspend Service to Customer if any amount due hereunder is not paid in full within fifteen (15) days after Customer is sent an overdue notice. To reinstate Service, Hurricane will require payment of the overdue amount. Hurricane may terminate this Agreement (or at its option, only the relevant Order) if any amount due hereunder is not paid in full within thirty (30) days after Customer is sent an overdue notice.

13.2 Bankruptcy. Hurricane may terminate this Agreement upon written notice to Customer if Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

13.3 Unacceptable Use. Hurricane may immediately terminate this Agreement if Customer violates any provision of the Hurricane Acceptable Use Guidelines that results or could result in suspension by Hurricane.

13.4 For Other Cause. Except as otherwise stated, either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of the same.

13.5 Hurricane shall have the right to terminate Customer's use of the Colocation space or the Service delivered at a specific facility therein in the event that Hurricane's rights to use the facility terminates or expires for any reason.

13.6 Effect of Termination. Upon expiration or termination of this Agreement: (a) Hurricane will cease providing the Services; (b) except in the case of termination by Customer pursuant to Section 12.1, 13.4, or

13.5, all of Customer payment obligations under this Agreement, including but not limited to monthly Service Fees through the end of the Term indicated on the Order(s) will become due in full immediately; and (c) within ten (10) days, Customer will remove all of Customer Equipment and any other property from Hurricane’s premises and return the Colocation Space to Hurricane in the same condition as it was prior to Customer installation. If Customer does not remove such property within the ten (10) day period, Hurricane, at its option and at Customer expense, may remove and store any and all such property, return such Equipment to the Customer, or dispose of such equipment without liability for any related damages. In addition, Hurricane reserves the right to hold any Customer Equipment until it has received payment in full.

14. Survival. The Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.

15. Miscellaneous Provisions.

15.1 Force Majeure. Other than with respect to failure to make payments due hereunder, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.

15.2 No Lease. This Agreement is a services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in the Colocation Space or other Hurricane premises, the Hurricane Equipment or any other real or personal property.

Master Service Agreement 1.0 Page 3 of 7 Hurricane Electric Confidential

15.3 Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

15.4 Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, except to an affiliate or a party that acquires substantially all of the assigning party’s assets or a majority of its stock as part of a corporate merger or acquisition. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

15.5 Notices. Any required notice hereunder may be emailed to [email protected], delivered personally or by
courier; sent by confirmed facsimile; or mailed by registered or certified mail, return receipt requested, postage prepaid, to either party at the name and address on the signature page of this Agreement, or at such other address as such party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is delivered personally or by courier, or five (5) days after it is sent by confirmed facsimile or mailed.

15.6 Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

15.7 Changes Prior to Execution. Customer represents and warrants that any changes to this Agreement made by it were properly marked as changes and that Customer made no changes to the Agreement that were not properly identified as changes.

15.8 Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles.

15.9 Confidential Information. The terms and conditions of this Agreement, any Order(s) and other related Hurricane documents are confidential information.

16. General. This Agreement (including Appendix A and B below), together with the Order(s) and Hurricane policies referred to in this Agreement is the complete agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. This Agreement may be executed in two or more counterparts (and the signature pages may be delivered with ink or electronic signature or by facsimile or email), each will be deemed an original, but all together will constitute one and the same instrument. This Agreement may be modified only through a written instrument signed by both parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect. If a conflict arises between Customer’s purchase order terms and this Agreement and Order(s), this Agreement and Order(s) shall take precedence. In the case of international, federal, state or local government orders, Customer purchase order must contain the following language: “This purchase order is being used for administrative purposes only and is subject to the terms and conditions of the Hurricane Master Service Agreement executed between Customer and Hurricane.”

17. Definitions
“Bandwidth Fees” Fees for usage of bandwidth provided under this Agreement as set forth in the Order. “Colocation Space” The physical area within Hurricane’s Colocation facility identified in an Order. “Customer Equipment” The computer, network, or other equipment placed by or for Customer in the Colocation Space, other than Hurricane Equipment.
“Fees” Charges and fees for Services charged to Customer by Hurricane, exclusive of Taxes.

Master Service Agreement 1.0 Page 4 of 7 Hurricane Electric Confidential “Hurricane Equipment” All computer equipment, software, networking hardware, shelving, cabling, cross- connects or other materials belonging to or furnished by Hurricane. “Hurricane Parties” Hurricane and its affiliates, owners, partners, trustees, officers, directors, employees, and agents.
“Network” The network of routers, switches and circuits that are owned or controlled by Hurricane. “Order” An order for Service prepared by Hurricane, submitted by Customer, and accepted by Hurricane.

Hurricane is under no obligation to accept an Order. For legacy purposes, an Order may also be called Quotation of Services (“Quote”). Customer and Hurricane may enter into subsequent Order(s), which will automatically become part of this Agreement. In the event of conflict between the terms of this Agreement and the terms of an Order, the terms of the Order shall control. “Personnel” refers to employees, representatives, agents, contractors, or subcontractors. “Ready For Service Date” refers to the date Hurricane has delivered the Service ready for customer use. “Service” All services, goods and other offerings provided by Hurricane under an Order pursuant to this Agreement.

APPENDIX A: INTERNET SERVICE
This appendix only applies if Customer is receiving Internet Service from Hurricane Electric.

A.1 Acceptable Use Guidelines. Customer will at all times comply with and conform its use of the Service to the Hurricane Acceptable Use Guidelines (set forth at Hurricane’s website), as updated from time to time. In the event Customer violates Hurricane’s Acceptable Use Guidelines, Hurricane shall have the right to immediately suspend Service. Hurricane will provide notice and opportunity to cure, if and to the extent Hurricane deems practicable, depending on the nature of the violation and availability of the Customer.

Hurricane, in its reasonable discretion, may re-enable the Service upon satisfaction that all violations have ceased and with adequate assurance that such violations will not occur in the future.

A.2 Updates. Hurricane may update the Hurricane Acceptable Use Guidelines from time to time by posting such updates on Hurricane’s website. References herein to the Hurricane Acceptable Use Guidelines shall mean the most updated version of such policies or procedures posted on Hurricane’s web site. Hurricane shall notify Customer of any material changes to its policies and procedures.

A.3 Illegal Use. Customer will cooperate in any investigation of Customer’s alleged illegal use of Hurricane’s facilities or other networks accessed through Hurricane. If Customer fails to cooperate with any such investigation, Hurricane may suspend Customer’s Service. Additionally, Hurricane may modify or suspend Customer’s Service in the event of illegal use of the Network or as necessary to comply with any law or regulation, including the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512, as reasonably determined by Hurricane.

A.4 Address Space. Hurricane will assign IP addresses to Customer based upon ARIN guidelines.

Addresses assigned to Customer by Hurricane may only be used while a Hurricane Internet Service customer. If Customer has a valid address allocation from ARIN, RIPE, APNIC, LACNIC, or AFRINIC Customer may request Hurricane to announce it via BGP at no additional charge.

A.5 Bandwidth Measurement. Bandwidth usage will be calculated by Hurricane using the 95th percentile of samplings taken at 5 minute intervals on a monthly basis. Samples are taken by Hurricane via SNMP from the Hurricane switch or router port Customer is directly connected to and are the greater of input or output bits per second. 95th percentile is determined by sorting the sample data from smallest to largest and discarding the top 5 percent, with the remaining largest sample designated as the 95th percentile.

Master Service Agreement 1.0 Page 5 of 7 Hurricane Electric Confidential APPENDIX B: COLOCATION IN HURRICANE ELECTRIC FACILITIES This appendix only applies if Customer is receiving Colocation from Hurricane Electric in a Hurricane Electric data center.

B.1 Use of Space. Hurricane grants Customer the right to operate Customer Equipment at the Colocation Space, as specified on Customer’s Order. Except as specifically provided herein, Customer expressly assumes all risk of loss to Customer Equipment in the Colocation Space. Customer shall be liable to Hurricane for any damage to the Colocation facility, Hurricane Equipment or equipment of other Hurricane customers caused by Customer, Customer Equipment, or Customer’s personnel. Customer Equipment shall be industry-accepted information and communication technology equipment suitable for use in a data center.

B.2 Customer Equipment Installation and Removal. Customer is responsible for all aspects of installation and removal of Customer Equipment, including bringing appropriate equipment, tools and packaging materials. Customer will install Customer Equipment in the Colocation Space after obtaining the appropriate authorization from Hurricane to access Hurricane premises. Customer will remove all packaging for Customer Equipment promptly after installation. Should Customer use an agent or other third party to deliver, install or remove Customer Equipment, Customer will be solely responsible for the acts of such party. At Customer’s option, Hurricane will remove and package Customer Equipment and place Customer Equipment in a designated area for pick-up, on the condition that Customer either provide or pay for all needed packaging plus pay Hurricane’s packaging fees and charges. Within five (5) days after authorization from Hurricane, Customer will remove Customer Equipment from the designated area or arrange on a pre-paid basis for a carrier to pick-up and ship such equipment to Customer. Customer may request remote hands service for the purpose of installation of equipment that has been shipped preconfigured by Customer to Hurricane.

B.3 Designated Space. Hurricane will designate space for Customer. All of Customer's equipment and property must be stored in Customer's designated space or removed from the premises by Customer.

Equipment and other property left by Customer in an area other than the Customer's designated space may be considered abandoned by Hurricane. In that event, Hurricane may, at its option either (a) retain such items as its property or dispose of them without accountability in such a manner as Hurricane shall determine, at Customer's expense, or (b) remove and store such items for Customer, at Customer's expense.

B.4 Electrical Power. Unless otherwise specified on Customer’s Order, each cabinet or rack shall be supplied with one 110 VAC 15A electrical circuit connected to its own circuit breaker. Any power strips provided by Hurricane are subject to the Limitations of Liability contained within this Agreement.

Hurricane does not keep track of the power requirements of customer equipment and will not be held liable by Customer if Customer, by action of Customer’s personnel or by Hurricane’s personnel at the request of Customer, exceeds the rating of an electrical circuit, power strip, and/or circuit breaker. Hurricane Electric is not responsible for damage caused by loss of power due to a circuit breaker tripping, equipment failure, or other reason. If Customer uses more than 80 percent the rated number of amps on an electrical circuit (or in the case of shared cabinet customers more than the number of amps contracted) 1) Hurricane will notify Customer that they are over amperage on the circuit 2) After thirty days (30) if the over amperage condition is not cured, for each over amperage electrical circuit Customer will pay an additional over amperage fee equal to the monthly cost of the electrical circuit or the monthly cost of the cabinet if the electricity was included in the cabinet pricing. Customer is responsible for any damage to the circuit breaker, wiring, electrical outlet, power strip, or other electrical equipment caused by a sustained over amperage condition.

B.5 Cross Connects. Customer may run cross connects between Customer's adjacent cabinets at no charge.

In addition to any cross connects between Customer’s adjacent cabinets, Customer may request one category 5e cross connect at no charge per Customer's nonadjacent cabinets, within Hurricane’s facility at no additional charge. Customer may request cross connects at the then current rate. All cross connects to cabinets other than Customer's cabinets or between Customer's nonadjacent cabinets shall be installed solely by Hurricane and no cross connects shall be performed in any other manner or location, unless otherwise permitted by Hurricane in writing at its sole discretion. The term of the license of any such cross connects shall commence on the date of installation. Customer may terminate the license of any such cross connection upon at least thirty (30) days advance written notice to Hurricane (provided that, without Master Service Agreement 1.0 Page 6 of 7 Hurricane Electric Confidential limiting such notice period, the effective date of termination must be the first day of a calendar month).

Customer shall not be entitled to any other cross connects or other connections. All cross connects shall be subject to the consent of the party with whom Customer wishes to connect.

B.6 Remote Hands Service. Customer may request Hurricane to perform "remote hands" service on Customer's equipment within Hurricane's facilities. Remote hands service involves Hurricane personnel physically touching or inspecting Customer's equipment at Customer request. Remote hands tasks are limited to simple tasks such as pressing a button, flipping a switch, or hooking up a monitor and reporting what is on the screen, that take no longer than 15 minutes to perform. Remote hands tasks do not include configuration of customer equipment. Remote hands service does not include daily scheduled tasks such as tape changing. Customer may request a maximum of 4 hours of remote hands service per month at no charge. Remote hands service in excess of 4 hours is available at additional charge. Customer is not required to use the remote hands service. Customer may choose to use its own personnel to perform any task on its equipment at any time. Customer understands that computers and telecommunications equipment (hardware) are electromechanical devices and may fail. Customer is solely responsible for the maintenance and replacement of its hardware. Hurricane does not warrant either the results to be obtained from the remote hands service or that the remote hands service will be error free. Customer agrees to indemnify and hold harmless Hurricane against any loss, damage, cost and expense due to claims from Customer or third parties arising out of Customer's remote hands requests.

B.7 Access and Security. Customer personnel may access the Colocation Space as allowed by the access list provided by Customer to Hurricane. Hurricane reserves the right to deny access to specific Customer personnel for billing or security reasons. Customer shall be responsible for any authorized or unauthorized access to Customer Equipment through the Internet and any resulting use of Service.

B.8 Prohibited Uses. Customer shall not do or allow any use which in the opinion of Hurricane (a) causes or is likely to cause damage or constitutes a nuisance or annoyance to the facility, equipment, personnel, or other customers (b) would violate a condition of standard fire insurance policy for data processing centers in California (c) would violate any certificate of occupancy for the building.

Master Service Agreement 1.0 Page 7 of 7 Hurricane Electric Confidential IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first- above written.

CITY:

CITY OF CARSON, a municipal corporation
_________________________________________
Gary Carter, Director of IT & Security
ATTEST:
___________________________________
Dr. Khaleah K. Bradshaw, City Clerk
CONSULTANT:
_____________
By: ______________________________________
By: ______________________________________
Name:

Title:

Address:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
___________________________________
Sunny K. Soltani, City Attorney
Name:

Title:

CUSTOMER
_________________________________________
Authorized Signature
_________________________________________
(print name)
_________________________________________
Title
_________________________________________
Date
_________________________________________
Company Name
_________________________________________
Address
_________________________________________
City, State, Postal Code
_________________________________________
Country
_________________________________________
Telephone
_________________________________________
Email
End of Hurricane Master Service Agreement.

Master Service Agreement 1.0 Page 8 of 8 Hurricane Electric Confidential

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 24. To: Honorable Mayor and City Council From: Joshua Boudreaux, Director of Human Resources HR Administration Subject: CONSIDER ADOPTING RESOLUTION NO. 25-137 & NO. 25-138, AMENDING THE JOBSPECIFICATION FOR THE PUBLIC SAFETY SPECIALIST AND PUBLIC SAFETY SUPERVISOR (REPLACINGAND SUPERSEDING RESOLUTION NO. 04-043 & NO. 22-165) (CITY COUNCIL) I. SUMMARY
On July 21, 2025, CPSA/SEIU 721 in collaboration with Human Resources (HR) staff initiated the meet and confer process to assess the current classification specification for the position of Public Safety Specialist and Public Safety Supervisor within the Public Safety Department. On September 4, 2025 both parties came to an agreement with the proposed changes, thus satisfying the meet and confer requirement. The primary objective of the review was to ensure that the classifications accurately reflect the evolving current job duties, organizational needs, and strategic priorities of the City.

The review identified that the job classification for these positions no longer fully aligns with the expanded scope of duties, increasing complexity of tasks, and changing priorities within the City's operational and strategic framework. As a result, updates to the classifications are recommended to better reflect the roles and responsibilities of the Public Safety Specialist and Public Safety Supervisor position. The City Council adopted Resolution No. 04-043 and Resolution No. 22-165; however, technical corrections are needed to ensure the action is legally effective. As a result, the proposed resolutions are recommended for adoption, to replace and supersede Resolution No. 04-043 and Resolution No. 22-165.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE further reading and ADOPT Resolution No. 25-137, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN, RESOLUTION NO. 04-043, BY ADOPTING AN UPDATED CLASSIFICATION SPECIFICATION FOR PUBLIC SAFETY SPECIALIST"; and

2. WAIVE further reading and ADOPT Resolution No. 25-138, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN, RESOLUTION NO. 22-165, BY ADOPTING AN UPDATED CLASSIFICATION SPECIFICATION FOR PUBLIC SAFETY SUPERVISOR." III. ALTERNATIVES
TAKE another action that City Council deems appropriate.

IV. BACKGROUND
In accordance with the City's Municipal Code, classification specifications must be approved by the City Council inorder to establish the job title, essential job duties, knowledge, skills and abilities, and qualification guidelines thatare required for each position. Therefore, an update to the Public Safety Specialist and Public Safety Supervisor job specifications is being presented to the City Council for approval and adoption. The proposed resolution wouldsupersede and replace Resolution No. 04-043 adopted on March 16, 2004 & Resolution No 22-165, adopted onAugust 2, 2022, and would be effective as of said date.

V. FISCAL IMPACT
Their is no fiscal impact. These positions are currently budgeted within the current fiscal year.

VI. EXHIBITS

1. Original Job Specification for Public Safety Specialist2. Proposed Resolution No. 25-137; Public Safety Specialist     a. Updated Public Safety Specialist Classification Specification3. Original Job Specification for Public Safety Supervisor 4. Proposed Resolution No. 25-138; Public Safety Supervisor    a. Updated Public Safety Supervisor Classification Specification

Attachments
Original Job Specification Public Safety Specialist.pdf
Original Job Specification for Public Safety Supervisor
Proposed Resolution No. 25-138; Public Safety Supervisor.pdf Proposed Resolution No. 25-137; Public Safety Specialist.pdf CITY OF CARSON City Council Reso. No: 04-043
Class Specification Bargaining Unit: Professional FLSA: Non-Exempt

PUBLIC SAFETY SPECIALIST
Job Summary:

Under general supervision, works with other City staff and/or the Sheriff’s Department in resolving issues of concern to park personnel and the community; provides supervision and staff support concerning public safety grants and acts as a liaison with schools for the Gang Alternative Program (GAP) and other similar programs; staffs the Public Safety Services Center.

Essential Duties and Responsibilities:
(These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change or rescind related duties and work assignments.)

1. Assists law enforcement officials involved in the mediation between gangs.

2. Assists in establishing and maintaining crime prevention programs, such as community watch, which includes neighborhood watch, business watch and park watch and graffiti education outreach.

3. Works with the graffiti abatement crime analyst to identify high risk areas and to provide education and outreach to impacted areas.

4. Conducts meetings with city personnel as well as with other agencies and the public.

5. Provides intervention and diversion to youth through educational outreach.

6. Maintains records, compiles reports and makes recommendations on effectiveness of programs.

7. Provides information to and consults with the public.

8. Develops partnerships with city public safety personnel, community leaders, educational administrators, law enforcement and the court system.

9. Researches and evaluates crime prevention and youth programs and makes recommendations to management.

10. Coordinates and/or conducts classes for the Street Smart/GAP Program; transports curriculum materials, books and supplies to classroom locations throughout the city.

11. May research and prepare grant proposals.

12. Drafts and prepares official correspondence.

13. Performs related duties as requires.

Qualification Guidelines:

A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and Experience:

Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and one (1) year full-time paid experience in a staff capacity in grants administration, GAP training or Crime Prevention Education Programs. Equivalent City of Carson Page 2 of 2
Public Safety Specialist

experience offering specific and substantial preparation for the duties of the position may be substituted for the required education on a year-for-year basis for a maximum of two years.

Knowledge of:
• Computers and related software applications.
• Research and analytical methods.
• Methods of report presentation.
• Basic teaching and public speaking principles.
• Basic personnel principles.
• Office Management practices.
• Department, division and sheriff policy and procedures, including safe working environments.
• Grants application, preparation and compliance.

Skill and Ability to:
• Supervise the work of others, including youth and volunteers. • Compile, analyze and evaluate data; operate personal computer. • Communicate effectively orally and in writing.
• Meet approved minimal physical and medical standards. • Establish and maintain effective working relationships with others. • Legally operate a motor vehicle in the State of California.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-by- case basis. Positions in this class normally:
• Require the mobility to stand, stoop, reach and bend. • Require mobility of arms to reach and dexterity of hands to grasp and manipulate small objects.
• Requires the ability to stand for long periods.
• Require the ability to walk long distances.
• Perform lifting, pushing and/or pulling which does not exceed 50 pounds and is an infrequent aspect of the job.
• May be required to work in inclement weather without effective protection from sun, cold and rain.
• May be required to work around loud noise.
• May be required to use personal vehicle in the course of employment. • May be required to work evenings or weekends on some occasions.

CITY OF CARSON City Council Reso. No: 22-165
Class Specification Bargaining Unit: CPSA
FLSA: Non-Exempt

PUBLIC SAFETY SUPERVISOR
Job Sum
mary:

Under direction of the Public Safety Manager, works with other City staff and/or the Sheriff’s Department in resolving issues of concern to park personnel and the community; provides supervision and staff support concerning public safety grants and acts as a liaison with schools for the Gang Alternative Program (GAP) and other similar programs; staffs the Public Safety Services Center. Supervises Public Safety personnel to include and not limited to Public Safety Engagement Officers, Code Enforcement and Parking Enforcement.

Essent
ial Duties and Responsibilities:
(These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change or rescind related duties and work assignments.)

1. As
sists law enforcement officials involved in the mediation between gangs.

2. Assists in establishing and maintaining crime prevention programs, such as community watch, which includes neighborhood watch, business watch and park watch and graffiti education outreach.

3. Works with the graffiti abatement crime analyst to identify high risk areas and to provide education and outreach to impacted areas.

4. Conducts meetings with city personnel as well as with other agencies and the public.

5. Provides intervention and diversion to youth through educational outreach.

6. Maintains records, compiles reports and makes recommendations on effectiveness of programs.

7. Provides information to and consults with the public.

8. Develops partnerships with city public safety personnel, community leaders, educational administrators, law enforcement and the court system.

9. Researches and evaluates crime prevention and youth programs and makes recommendations to management.

10. Coordinates and/or conducts classes for the Street Smart/GAP Program; transports curriculum materials, books and supplies to classroom locations throughout the city.

11. May research and prepare grant proposals.

12. Drafts and prepares official correspondence.

13. Utilize the mental health/suicide crisis number “988” call center.

14. Assists in supervising PSEOs, CEOs and PEOs as needed.

15. Performs related duties as required.

Qual
ification Guidelines:

A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Educat
ion and Experience:

Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and one (1) year full-time paid experience in a staff capacity in grants administration, GAP training or Crime Prevention Education Programs. Equivalent experience offering specific and substantial preparation for the duties of the position may be substituted for the required education on a year-for-year basis for a maximum of two years.

Knowledge of:
• Computers and related software applications.
• Research and analytical methods.
• Methods of report presentation.
• Basic teaching and public speaking principles.
• Basic personnel principles.
• Office Management practices.
• Department, division and sheriff policy and procedures, including safe working environments.
• Grants application, preparation and compliance.
• City Charter, Carson Municipal Code, MOUs and related contracts.

Skill and Ability to:
• Supervise the work of others, including youth and volunteers. • Compile, analyze and evaluate data; operate personal computer. • Communicate effectively orally and in writing.
• Meet approved minimal physical and medical standards. • Establish and maintain effective working relationships with others. • Legally operate a motor vehicle in the State of California. • Ability to stay informed on federal, state and local laws regarding the 988 hotline.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-by- case basis. Positions in this class normally:
• Require the mobility to stand, stoop, reach and bend. • Require mobility of arms to reach and dexterity of hands to grasp and manipulate small objects.
• Requires the ability to stand for long periods.
• Require the ability to walk long distances.
• Perform lifting, pushing and/or pulling which does not exceed 50 pounds and is an infrequent aspect of the job.
• May be required to work in inclement weather without effective protection from sun, cold and rain.
• May be required to work around loud noise.
• May be required to use personal vehicle in the course of employment. • May be required to work evenings or weekends on some occasions.

RESOLUTION NO. 25-138

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN,
RESOLUTION NO. 22-165, BY ADOPTING AN UPDATED

CLASSIFICATION SPECIFICATION FOR PUBLIC SAFETY

SUPERVISOR
WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and

WHEREAS, The Director of Human Resources and Risk Management is authorized and directed under provisions of Sections 2797.1 of the Carson Municipal Code and Section II, Rule III of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the affected Directors, which becomes effective upon approval by the City Council; and

WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 22-165, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and

WHEREAS, the proposed amendments include grammatical corrections for clarity, updated program titles to ensure accuracy, revisions to class duties to better represent current work being performed, and modifications to the minimum qualifications to require two (2) years of paid experience in order to promote greater equity and reflect standard professional requirements; and

WHEREAS, The City has reviewed the needs of the Public Safety Department and determined that, to ensure the service and efficiencies accurately reflects current operational needs, evolving job duties, the City of Carson desires to a mend the classification specification of PUBLIC SAFETY SUPERVISOR.

WHEREAS, The Director of Human Resources and Risk Management has consulted with the affected parties and has met and conferred with the representatives of the affected recognized employee organizations pursuant to its obligations under the MMBA, concerning the classification specification for the PUBLIC SAFETY SUPERVISOR.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council hereby approves the updated classification specification for the PUBLIC SAFETY SUPERVISOR classification specification to revise the minimum qualification as follows: Replace the existing requirement of “ Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and one (1) year full-time paid experience in a staff capacity in grants administration, GAP training or Crime Prevention Education Programs.” with: “Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and two (2) years full -time paid experience in a staff capacity in emergency management, public safety, or crime prevention education programs.”
SECTION 3. There is no fiscal impact associated with this adjustment.

SECTION 4. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of November 18, 2025, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 18th day of November 2025.

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-138, was passed and approved by the City Council of the City of Carson at its meeting held on November 18, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk

EXHIBIT “A”
CLASS SPECIFICATION – PUBLIC SAFETY SUPERVISOR
[to be attached]
CITY OF CARSON Council Reso: 25-138
Class Specification Bargaining Unit: CPSA
FLSA: Non-Exempt

PUBLIC SAFETY SUPERVISOR

Job Summary:

Under direction of the Public Safety Manager, works with other City staff and/or the Sheriff’s Department in resolving issues of concern from city personnel and the community; provides supervision and staff support concerning public safety grants and acts as a liaison with schools for the Safe Kids Alliance and other similar programs; staffs the Public Safety/Emergency Operations Center. Supervises Public Safety department personnel.

Essential Duties and Responsibilities
(These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change or rescind related duties and work assignments.)

1. Assists in establishing and maintaining crime prevention programs, such as community watch, which includes neighborhood watch, business watch and park watch and graffiti education outreach.

2. Conducts/ attends meetings with city personnel, as well as with other agencies, the public, and the Public Safety Commission.

3. Provides educational outreach to youth and seniors.

4. Maintains records, compiles reports and makes recommendations on effectiveness of programs.

5. Provides information to and consults with the public.

6. Develops partnerships with city public safety personnel, community leaders, educational administrators, law enforcement and the court system.

7. Researches and evaluates crime prevention and youth programs and makes recommendations to management.

8. Coordinates and/or conducts classes for public safety related programs; transports curriculum materials, books and supplies to classroom locations throughout the city.

9. May research and prepare grant proposals.

10. Drafts and prepares official correspondence.

11. Assists in administration of service contracts associated with security personnel.

12. Lead in retrieving camera surveillance footage, as well as modifying access control for employees and contractors.

13. May respond to calls regarding active fire alarm or intrusion alarm notifications.

14. Supports the Emergency Operations Center in the event of an emergency, disaster, or large-scale event.

15. Lead in special event planning/coordination.

16. May assist with supervisory coverage of public safety subordinates, as needed.

17. Performs related duties as required.

Qualification Guidelines
A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and Experience:

Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and two (2) years full -time paid experience in a staff capacity in emergency management, public safety, or crime prevention education programs. Equivalent experience offering specific and substantial preparation for the duties of the position may be substituted for the required education on a year-for-year basis for a maximum of two years.

Knowledge of:
• Computers and related software applications.
• Research and analytical methods.
• Methods of report presentation.
• Basic teaching and public speaking principles.
• Basic personnel principles.
• Office Management practices.
• Department, division and sheriff policy and procedures, including safe working environments.
• Grants application, preparation and compliance.
• City Charter, Carson Municipal Code, MOUs and related contracts.

Skill and Ability to:
• Supervise the work of others, including youth and volunteers. • Compile, analyze and evaluate data; operate personal computer. • Communicate effectively orally and in writing.
• Meet approved minimal physical and medical standards. • Establish and maintain effective working relationships with others. • Legally operate a motor vehicle in the State of California. • Ability to stay informed on federal, state and local laws as it relates to Public Safety.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case - by- case basis. Positions in this class normally:

• Require the mobility to stand, stoop, reach and bend. • Require mobility of arms to reach and dexterity of hands to grasp and manipulate small objects.
• Requires the ability to stand for long periods.
• Require the ability to walk long distances.
• Perform lifting, pushing and/or pulling which does not exceed 50 pounds and is an infrequent aspect of the job.
• May be required to work in inclement weather without effective protection from sun, cold and rain.
• May be required to work around loud noise.
• May be required to use personal vehicle in the course of employment. • May be required to work evenings or weekends as needed.

RESOLUTION NO. 25-137

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN,
RESOLUTION NO. 04-043, BY ADOPTING AN UPDATED

CLASSIFICATION SPECIFICATION FOR PUBLIC SAFETY

SPECIALIST
WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and

WHEREAS, The Director of Human Resources and Risk Management is authorized and directed under provisions of Sections 2797.1 of the Carson Municipal Code and Section II, Rule III of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the affected Directors, which becomes effective upon approval by the City Council; and

WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 04-043, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and

WHEREAS, the proposed amendments include grammatical corrections for clarity, updated program titles to ensure accuracy, revisions to class duties to better represent current work being performed, and modifications to the required work experience to better align with standard professional requirements for the position; and

WHEREAS, The City has reviewed the needs of the Public Safety Department and determined that, to ensure the service and efficiencies accurately reflects current operational needs, evolving job duties, the City of Carson desires to amend the classification specification of PUBLIC SAFETY SPECIALIST.

WHEREAS, The Director of Human Resources and Risk Management has consulted with the affected parties and has met and conferred with the representatives of the affected recognized employee organizations pursuant to its obligations under the MMBA, concerning the classification specification for the PUBLIC SAFETY SPECIALIST.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council hereby approves the amendment to the PUBLIC SAFETY SPECIALIST classification specification to revise the required work experience as follows:

Replace the existing requirement of “ one (1) year full -time paid experience in a staff capacity in grants administration, GAP training or Crime Prevention Education Programs. ” with: “one (1) year full-time paid experience in a staff capacity in grants administration, public safety training or Crime Prevention Education Programs.”
SECTION 3. There is no fiscal impact associated with this adjustment.

SECTION 4. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of November 18, 2025, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 18th day of November 2025.

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-137, was passed and approved by the City Council of the City of Carson at its meeting held on November 18, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk

EXHIBIT “A”
CLASS SPECIFICATION – PUBLIC SAFETY SPECIALIST
[to be attached]

CITY OF CARSON Council Reso: 25-137
Class Specification Bargaining Unit: CPSA
FLSA: Non-Exempt

PUBLIC SAFETY SPECIALIST

Job Summary:

Under general supervision, works with other City staff and/or the Sheriff’s Department in resolving issues of concern from city personnel and the community; provides supervision and staff support concerning public safety grants and acts as a liaison with schools for the Safe Kids Alliance and other similar programs; staffs the Public Safety/Emergency Operations Center.

Essential Duties and Responsibilities
(These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change or rescind related duties and work assignments.)

1. Assists in establishing and maintaining crime prevention programs, such as community watch, which includes neighborhood watch, business watch and park watch and graffiti education outreach.

2. Conducts meetings with city personnel as well as with other agencies and the public.

3. Provides educational outreach to youth and seniors.

4. Maintains records, compiles reports and makes recommendations on effectiveness of programs.

5. Provides information to and consults with the public.

6. Develops partnerships with city public safety personnel, community leaders, educational administrators, law enforcement and the court system.

7. Researches and evaluates crime prevention and youth programs and makes recommendations to management.

8. Coordinates and/or conducts classes for public safety related programs; transports curriculum materials, books and supplies to classroom locations throughout the city.

9. May research and prepare grant proposals.

10. Drafts and prepares official correspondence.

11. Assists in retrieving camera surveillance footage, as well as modifying access control for employees and contractors.

12. May address calls regarding active fire alarm or intrusion alarm notifications.

13. Assists in special event planning/coordination.

14. Supports the Emergency Operations Center in the event of an emergency, disaster, or large-scale event.

15. Performs related duties as required.

Qualification Guidelines
A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and Experience:

Graduation from a recognized college or university with a Baccalaureate degree in an occupationally related field and one (1) year full -time paid experience in a staff capacity in grants administration, public safety training or Crime Prevention Education Programs.

Equivalent experience offering specific and substantial preparation for the duties of the position may be substituted for the required education on a year -for-year basis for a maximum of two years.

Knowledge of:
• Computers and related software applications.
• Research and analytical methods.
• Methods of report presentation.
• Basic teaching and public speaking principles.
• Basic personnel principles.
• Office Management practices.
• Department, division and sheriff policy and procedures, including safe working environments.
• Grants application, preparation and compliance.

Skill and Ability to:
• Compile, analyze and evaluate data; operate personal computer. • Communicate effectively orally and in writing.
• Meet approved minimal physical and medical standards. • Establish and maintain effective working relationships with others. • Legally operate a motor vehicle in the State of California. • Ability to stay informed on federal, state and local laws as it relates to Public Safety.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-by-case basis. Positions in this class normally:

• Require the mobility to stand, stoop, reach and bend. • Require mobility of arms to reach and dexterity of hands to grasp and manipulate small objects.
• Requires the ability to stand for long periods.
• Require the ability to walk long distances.
• Perform lifting, pushing and/or pulling which does not exceed 50 pounds and is an infrequent aspect of the job.
• May be required to work in inclement weather without effective protection from sun, cold and rain.
• May be required to work around loud noise.
• May be required to use personal vehicle in the course of employment. • May be required to work evenings or weekends as needed.

CITY OF CARSON 701 East Carson Street
Report to Housing Authority
Tuesday, November 18, 2025, 5:00 PM
CONSENT 25. To: Housing Authority From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER CONSENT OF THE CARSON HOUSING AUTHORITY FOR TRANSFER OFOWNERSHIP INTEREST FROM EAST CARSON HOUSING PARTNERS, L.P. AND EAST CARSON II HOUSINGPARTNERS, L.P. TO COMMUNITY RESIDENT SERVICES INC., HOUSING PRESERVATION PARTNERS LLCAND SAKS REALTY LLC IN CONNECTION WITH TWO DISPOSITION AND DEVELOPMENT AGREEMENTS(DDA) FOR THE VIA 425 & VIA 401-409 AFFORDABLE HOUSING PROJECTS (HOUSING AUTHORITY) I. SUMMARY
The Carson Housing Authority and the former Carson Redevelopment Agency entered into financing and development and disposition agreements with East Carson Housing Partners, L.P and East Carson II Housing Partners, L.P., for development of the Via 401 and Via 425 affordable housing projects between 2010 and 2013 on Carson Street. Regulatory Agreements, recorded in 2011 and 2013, established the projects' affordability covenants, operational standards, and compliance requirements. The current request involves the transfer of ownership interests of Via 425 and Via 401. The new ownership entity structure is described below.

East Carson II Housing Partners, L.P., whose general partners are Housing Preservation Partners, LLC (“HPP”) and Community Resident Services, Inc. (“CRS”), has requested the City of Carson’s consent to assume ownership of the Via 425 and Via 401 properties. HPP’s administrative responsibilities are carried out by Catalina Housing, LLC (“Catalina Housing”), a Delaware limited liability company wholly owned by Erik Aukland, and the partnership’s limited partner is Saks Realty LLC, a Delaware limited liability company wholly owned by The Saks Realty Trust with Jimmy Savani as sole beneficiary. For purposes of this staff report, the affiliated ownership entities are collectively referred to as “Catalina Housing.”
Catalina Housing has requested the Housing Authority's consent to assume ownership interests in Via 401 and Via 425 through a partnership interest transfer and assumption from Related Companies of California and Linc Housing. No changes are proposed to the existing Authority's loan terms, affordability restrictions, or regulatory agreements. Both properties will continue to operate as affordable housing developments.

Staff requested reviews of the proposed ownership transfer by the Authority’s Housing Consultant, RSG Inc. (“Housing Consultant”) and the Housing Authority Counsel (City Attorney’s Office).

The Housing Consultant reviewed documentation submitted by Catalina Housing to assess the organization’s capacity to assume long-term ownership and management of the two properties. As a newly formed entity, Catalina Housing does not yet have audited financial statements or an established operating history. Accordingly, the review focused on (a) verified liquidity, (b) personal financial capacity of the principals, (c) experience of the principals in affordable housing investment and asset management, (d) the proposed property management structure, and (e) capital needs and reserve planning for both sites. The review identified no material financial concerns, though it noted limitations associated with the organization’s new formation and lack of audited financials.

The Housing Authority Counsel reviewed the transaction to confirm compliance with the existing financing and disposition and development agreements for Via 401 and Via 425. Counsel determined that the proposed transaction represents only a change in ownership structure, with no transfer of the real properties, projects, or existing agreements between parties. Therefore, the Authority’s role is limited to consenting, or not consenting, to the proposed ownership transfer.

Based on the forgoing, staff have prepared two consent documents for the Authority Board's consideration.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the Consent to Transfer of Partnership Interest Document Via 401

2. APPROVE the Consent to Transfer of Partnership Interest Document Via 425 III. ALTERNATIVES

1. DO NOT APPROVE the Consent to Transfer of Partnership Interest Document Via 401

2. DO NOT APPROVE the Consent to Transfer of Partnership Interest Document Via 425

3. TAKE another action the Housing Authority Board deems appropriate, consistent with the requirements of the law.

IV. BACKGROUND
The Via 401–409 and Via 425 developments were developed in two phases. Phase I (Via 401–409) was completed in 2012 and consists of 64 affordable housing units, including 7 units restricted to very low-income households, 39 units restricted to low-income households, and 18 units restricted to moderate-income households. Phase II (Via 425) was completed in 2015 and consists of 40 affordable housing units, including 4 units restricted to very low- income households, 15 units restricted to low-income households, and 21 units restricted to moderate-income households. Related is currently in the process of transferring its ownership interest in the property to Catalina Housing.

Catalina Housing, based out of Los Angeles, is a mission-based affordable housing owner and operator focused on the long-term preservation of existing affordable housing in California. While Catalina Housing is a newly formed entity and does not yet have organizational audited financial statements, the principals collectively report over 15 years of institutional experience in affordable housing acquisition, investment management, underwriting, and portfolio oversight at national-scale affordable housing investment firms.

If the transfer of partnership interest is approved, East Carson II Housing Partners, L.P., whose general partners are Housing Preservation Partners, LLC (“HPP”) and Community Resident Services, Inc. (“CRS”) and whose limited partner is Saks Realty LLC will hold an ownership interest. There is no planned redevelopment, refinancing, or repositioning associated with the proposed ownership transfer.

Additionally, Catalina Housing proposes to engage Cirrus Asset Management, a housing management firm established in 2007, and based in Southern California, that manages multiple income-restricted properties for institutional portfolio owners. Cirrus will assume responsibility for compliance reporting, tenant income certification, lease management, and physical operations. Cirrus Asset Management reports that it manages a portfolio of approximately 22,000 residential units across multiple states. However, Cirrus does not publish a separate unit count specific to income restricted or regulated affordable housing within its portfolio. Available public information does indicate that Cirrus manages LIHTC, HUD/Section 8, and properties governed by local regulatory agreements, and that the firm performs ongoing compliance functions such as tenant income certifications, annual and interim recertifications, TCAC/HUD/Bond reporting, and rent and utility allowance updates.

V. FISCAL IMPACT
None. A change in ownership interest does not fiscally impact the Housing Authority. Moreoever, all legal, consulting, and staff costs incurred with the review of the transfer will be reimbursed as is required by the existing financing and development and disposition agreements for the projects.

VI. EXHIBITS

1. Consent to Transfer Partnership Interest for East Carson II Housing Partners, L.P Via 401.2. Consent to Transfer Partnership Interest for East Carson Housing Partners, L.P Via 425.

3. DDA 401-409

4. DDA 425

Attachments
Exhibit No. 1 - Consent to Transfer Via 401-409 E Carson.pdf Exhibit No. 2 - Consent to Transfer Via 425 E Carson.pdf Exhibit No. 3 - Disposition and Development Agreement (Via 401-409).pdf Exhibit No. 4 - Disposition and Development Agreement (Via 425).pdf

1 CONSENT TO TRANSFER OF PARTNERSHIP INTEREST

THIS

CONSENT TO TRANSFER OF PARTNERSHIP INTEREST
(“
Consent
”) is dated as
of
_________________
, 20
2 5

(“
Effective Date
”)
,

and entered into by
the Carson Housing Authority,
a public body

(“
Housing Authority
”)
.

RECITALS

WHEREAS,

East Carson II Housing Partners, L.P., a California limited partnership (“
Original Developer
”)
and the
Housing Authority
entered into that certain
Affordable Housing,
Financing & Disposition and Development Agreement
dated
February 19, 2013

(“
DDA
”)
,
a copy of
which is attached hereto and incorporated herein by this reference as Exhibit “A,”

through which
the
Housing Authority
agreed to
transfer

to
Original Developer
via Grant Deed (“
Grant Deed
”)
the real
property located at 401
-
409 E. Carson Street, Carson, California (“
Site
”)
at a price of $1,565,446
as
part of
Original Developer
’s development of a new affordable residential apartment complex (“
Project
”) where
by

each residential unit within the Project was to have recorded against it a covenant requiring occupancy by very low, low or moderate income households for a period of not less than 55 years.

The terms and conditions of the affordable housing element of the Project were set forth through that certain Regulatory Agreement and Declaration of Covenants and Restrictions entered into between
Original Developer

and the Housing Authority, dated November 22, 2013
(“
Regulatory Agreement
”), having been recorded on
No
vember 25
, 201
3 as document no.
20 1316715
04 , Official Records of Los Angeles County.

WHEREAS
, a
s part of the Project, the Housing Authority
provide
d

Original Developer

financial assistance

in the form of a $
3,320,000

loan
. Repayment of this loan along with the purchase
price
amount
of $1,565,446 for transfer of the Site was
evidenced by a promissory
note

secured by a
deed of trust
,
both
dated
November 22
, 201
3 , with the deed of trust having been recorded on
November 25, 2013

as document no. 201
31671505
, Official Records of Los Angeles County
(together, “
Loan Documents
”).

The Loan Documents, Regulatory Agreement and Grant Deed shall hereinafter be referred to as the “
Related Agreements
.”

WHEREAS,

Original Developer
now desires to
transfer
its
partnership interests
to
Community Resident Services Inc., Housing Preservation Partners LLC and Saks Realty LLC (
collectively,
“
New Developer
”)
, wh
ere such transfer
is defined as a “
Transfer
”
under

Section
303(1)

of the DDA. While Section
303(2)

of the DDA
requires that for all Transfers the transferee
executes an assumption agreement acceptable to the Housing Authority requiring the transferee to perform all obligations of
Original Developer set forth in the DDA and Related Agreements, the Housing Authority believes this requirem
ent does not actually apply in this particular context where there’s simply a change in ownership structure

without any transfer
of the Site, Project, DDA or
Related Agreements
from one party to another party
, a
nd

therefore, the
Housing Authority’s only role
in this context is to provide consent
,

or not consent
,

to the proposed ownership
T
ransfer.

WHEREAS
, New Developer is required to pay all Housing Authority’s out of pocket costs associated with Housing Authority’s costs incurred in reviewing the Transfer request.

2 NOW, THEREFORE,

in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Housing Authority
provides
as follows:

1. Recitals
.

All of the foregoing recitals are true and correct and are incorporated herein by reference.

2. C
onsent
.

The Housing Authority hereby consents to the transfer of

Original
Developer
’s partnership interests to
New Developer, contingen
t

upon New Developer paying all
Housing Authority’s out of pocket costs incurred
in reviewing the Transfer request, including but not
limited to, fees incurred by legal counsel and any consultant fees.

[SIGNATURES ON FOLLOWING PAGE]

3 IN WITNESS WHEREOF,

the
Housing Authority has
executed this
Consent as of the
Effective Date.

CARSON HOUSING AUTHORITY,

a public body

___________________________________

Lula Davis
-
Holmes, Chair

1 EXHIBIT
“
A
”

AFFORDABLE HOUSING, FINANCING & DISPOSITION AND DEVELOPMENT AGREEMENT DATED FEBRUARY 19, 20
1 3

SEE ATTACHED

1 CONSENT TO TRANSFER OF PARTNERSHIP INTEREST

THIS CONSENT TO TRANSFER OF PARTNERSHIP INTEREST (“Consent”) is dated as of _________________, 2025 (“Effective Date”), and entered into by the Carson Housing Authority, a public body (“Housing Authority”).

RECITALS
WHEREAS, East Carson Housing Partners, L.P., a California limited partnership (“Original Developer”) and the now dissolved Carson Redevelopment Agency (“ Former RDA”) entered into that certain Disposition and Development Agreement dated June 15, 2010 (“DDA”), a copy of which is attached hereto and incorporated herein by this reference as Exhibit “A,” through which the Former RDA agreed to transfer to Original Developer via Grant Deed (“ Grant Deed”) the real property located at 425 E. Carson Street, Carson, California (“Site”) at a price of $1,906,500 as part of Original Developer’s development of a new affordable residential apartment complex (“ Project”) whereby each residential unit within the Project was to have recorded against it a covenant requiring occupancy by very low, low or moderate income households for a period of not less than 55 years. The terms and conditions of the affordable housing element of the Project were set forth through that certain Regulatory Agreement and Declaration of Covenants and Restrictions entered into between Original Developer and the Housing Aut hority, dated March 11, 2011 (“Regulatory Agreement”), having been recorded on March 11, 2011 as document no. 20 110377412, Official Records of Los Angeles County.

WHEREAS, as part of the Project, the Former RDA provided Original Developer financial assistance in the form of a $ 6,888,000 loan. Repayment of this loan along with the purchase price amount of $1,906,500 for transfer of the Site was evidenced by a promissory note secured by a deed of trust, both dated March 9, 2011, with the deed of trust having been recorded on March 11, 2011 as document no. 201 10377411, Official Records of Los Angeles County (together, “ Loan Documents”). The Loan Documents, Regulatory Agreement and Grant Deed shall hereinafter be referred to as the “Related Agreements.”

WHEREAS, the Housing Authority is the successor to the Former RDA which on February 1, 2012, was effectively dissolved pursuant to Assembly Bill 1x26 and Health and Safety Code Section 34170 et seq. As housing successor to the Former RDA, the Housing Authority assumed all of the Former RDA’s rights, powers, duties and obligations under the DDA and Related Agreements.

WHEREAS, Original Developer now desires to transfer its partnership interests to Community Resident Services Inc., Housing Preservation Partners LLC and Saks Realty LLC (collectively, “New Developer ”), wh ere such transfer is defined as a “ Transfer” under Section 303(1) of the DDA. While Section 303(2) of the DDA requires that for all Transfers the transferee executes an assumption agreement acceptable to the Former RDA (now Housing Authority) requiring the transferee to perform all obligations of Original Developer set forth in the DDA and Related Agreements, the Housing Authority believes this requirement does not actually apply in this particular context where there’s simply a change in ownership structure without any transfer of the Site, Project, 2 DDA or Related Agreements from one party to another party, and therefore, the Housing Authority’s only role in this context is to provide consent, or not consent, to the proposed ownership Transfer.

WHEREAS, New Developer is required to pay all Housing Authority’s out of pocket costs associated with Housing Authority’s costs incurred in reviewing the Transfer request.

NOW, THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Housing Authority provides as follows:

1. Recitals. All of the foregoing recitals are true and correct and are incorporated herein by reference.

2. Consent. The Housing Authority hereby consents to the transfer of Original Developer’s partnership interests to New Developer, contingen t upon New Developer paying all Housing Authority’s out of pocket costs incurred in reviewing the Transfer request, including but not limited to, fees incurred by legal counsel and any consultant fees.

[SIGNATURES ON FOLLOWING PAGE]

3 IN WITNESS WHEREOF, the Housing Authority has executed this Consent as of the Effective Date.

CARSON HOUSING AUTHORITY,
a public body

___________________________________
Lula Davis-Holmes, Chair

1 EXHIBIT “A”

DISPOSITION AND DEVELOPMENT AGREEMENT DATED JUNE 15, 2010

SEE ATTACHED

AFFORDABLE HOUSING FINANCING DISPOSITION

AND DEVELOPMENT AGREEMENT
By and Between

CARSON HOUSING AUTHORITY
and
East Carson 11 Housing Partners L.P.
a California limited partnership
401 - 409 E. Carson Street

AFFORDABLE HOUSING FINANCING DISPOSITION AND DEVELOPMENT

AGREEMENT

THIS AFFORDABLE HOUSING FINANCING DISPOSITION AND
DEVELOPMENT AGREEMENT Agreement dated uur r 2013
Effective Date is entered into as of the date executed by and between the CARSON HOUSING AUTHORITY a municipal corporation Authority and East Carson lI Housing Partners L.P. a California limited partnership Developer. The parties agree as follows

1. 100 PURPOSE OF THE AGREEMENT
A. 101 Purpose of the Agreement.

This Agreement and the Attachments hereto are intended to provide for the disposition and development of that real property known as 401- 409 E. Carson Street Carson California as shown in Attachment No. 1 the Site and as legally described in Attachment No. 2 and the development of the Project thereon as defined below to create a new affordable residential apartment complex. All of the residential units within the Project will be rental units covenanted for occupancy by very low low or moderate income households as further described herein for not less than fifty-five 55 years.

B. 102 The Project.

Developer proposes to purchase the Site for purposes of developing the Site as with a 40 affordable family units. Units are proposed to be restricted to the following affordability levels 10% 4 units at 30% TCAC AMI 20% 8 units at 40% TCAC AMI 40% 16 units at 50% TCAC AMI and the remaining units 12 units at 60% TCAC AMI the Project. Developer shall be solelyresponsible for constructing Project buildings and developing the Site which shall include approximately 55538 square feet of building space for the rental units and interior common areas. The Scope of Development for the Project is more specifically described in Attachment No. 4 attached hereto and incorporated herein by this reference. The Project shall consist of the following number of units restricted at each income level C. 103 Project Entitlements. CEOA.

Pursuant to the California Public Resources Code Section 21159.23 the proposed project is for an affordable housing community and is exempt from environmental review requirements of the California Environmental Quality Act CEQA Guidelines.

D. 104 Sale of Site to Developer for Fair Market Value.

The Site is an approximately 46432 square foot lot owned by the Authority. The fair market value of Site shall be the basis for Developers Purchase Price. Developer shall purchase Authoritys right title and interests to the Site pursuant to a Note Attachment No. 3 in favor of the Authority for the Purchase Price. The note which shall be payable from fifty 0 1
007.0305. a 3559v2

percent 50% of Residual Cash Flow to the extent Residual Cash Flow is available. The Promissory Note shall be secured by a Deed of Trust Attachment No. 4 recorded upon the Site which Deed of Trust shall be released/reconveyed upon Developers full and complete performance of this Agreement the Note and the Regulatory Agreement.

E. 105 Authority funding for the Project.

Funding for the Project is coming from cash and/or taxable bond proceeds issued by the former Carson Redevelopment Agency for housing purposes. These funds have been approved to be retained by the Authority pursuant to AB 1484 and AB 1585 and as scheduled in the Due Diligence Review. Use of the bonds is consistent with terms of bond covenants.

F. 106 Tax Credits other funds.

The Authority Assistance will be based on the Developer receiving a 9% tax credit award from TCAC in the first round of 2013 anticipated to be held in March 2013. In addition Developer is allowed to submit up to four 4 consecutive applications to the California Tax Credit Allocation Committee for 9% tax credits to secure tax credit financing. This Agreement is effective for the duration of at least two application rounds in the year 2013 March 2013 and July 2013 and two application rounds in 2014 expected March 2014 and July 2014. Authority shall provide reasonable cooperation to Developer in the course of these application rounds.

Should the Developer be unsuccessful with its attempts the Authority will consider alternative methods of outside assistance presented by the Developer to help secure the desired tax credit funding.

The development of the Site pursuant to this Agreement and the fulfillment of this Agreement are in the vital and best interests of the Authority the City of Carson City and the health safety welfare of the Citys residents and in accordance with the public purposes and provisions of applicable federal state and local laws and requirements.

NOW THEREFORE based on the above recitals which are deemed true and correct and which are incorporated into the terms of this Agreement and in consideration of the mutual covenants set forth herein the parties hereto agree as follows

2. 200 DEFINITIONS
The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary
A. 201 Affordable Rent.

The term Affordable Rent shall mean the monthly payments charged to and paid by tenants for the use and occupancy of a Residential Unit as defined below and facilities associated therewith including a reasonable allowance for utilities but shall not include any optional services provided by Developer to residents. Affordable Rent shall have the meaning prescribed for that term in Health and Safety Code 50053b and the regulations promulgated pursuant to or incorporated therein including without limitation any applicable regulations promulgated pursuant to Health and Safety Code 50093.
-2-01007.0305.113559v2 401-407 E. Carson Housing Agreement

B. 202 Authority Financial Assistance.

The term Authority Financial Assistance shall have the meaning ascribed in Section 404.

C. 203 Authority Deed of Trust.

The term Authority Deed of Trust shall mean that Deed of Trust and Assignment of Rents securing the Authority Note as further described in Section 404.2B which shall be substantially in the form attached hereto as Attachment 10.

D. 204 Authority Note Note Note Amount.

The term Authority Note shall mean the promissory note evidencing Developers repayment obligation to Authority as a residual receipts loan in the amount of the Authority Financial Assistance as further described in Section 404.2A which shall be substantially in the form attached hereto as Attachment 9. Developers repayment obligations to pay both the full amount of the Authority Loan $3320000 plus the full Purchase Price $1565446 shall be secured as a single debt obligation owing by Developer to the Authority totaling Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446 also referenced herein as the Note Amount.

E. 205 Agreement.

The term Agreement shall mean this entire Affordable Housing Financing Disposition and Development Agreement including all twelve 12 attachments which attachments are a part hereof and incorporated herein in their entirety and all other documents incorporated herein by reference.

F. 206 Closing.

The term Closing or Closing Date shall mean the closing of the Escrow by the Escrow Agent distributing the funds and documents received through Escrow to the party entitled thereto as provided herein which closing shall occur on or before the date established in the Schedule of Performance.

G. 207 Completion.

The term Completion means the date of issuance of the Certificate of Completion.

H. 208 Days.

The term Days shall mean calendar days and the statement of any time period herein shall be calendar days and not working days unless otherwise specified. -3-01007.0305.113559v2 401-407 E. Carson Housing Agreement

I. 209 Deed.

The term Deed or Grant Deed shall mean that Grant Deed in substantially the form attached hereto as Attachment No. 7 by which Authority as Grantor will convey fee title to the Site to Developer as Grantee.

J. 210 Development Fees.

The term Development Fees shall mean those fees charges and exactions imposed by the City upon the development of the Project on the Site including but not limited to application fees processing fees development fees impact fees mitigation fees park fees storm drain fees sewer fees and other related charges.

K. 211 Developer Fee.

The term Developer Fee means the fee paid to Developer or an affiliate thereof for development services with respect to the development of the Project in an amount equal to $1885000 the payment of which shall be due at Completion of the Project some or all of which may be deferred and ifdeferred payable to Developer as a priority from the Residual Cash Flow see definition of Residual Cash Flow.

L. 212 Effective Date.

The Effective Date of this Agreement shall be the date written above which shall be the date on which the Authority approved this Agreement after conducting a public hearing.

M. 213 Enforced Delay.

The term Enforced Delay shall mean any delay described in Section 903 caused without fault and beyond the reasonable control of a party which delay shall justify an extension of time to perform as provided in Section 903.

N. 214 Environmental Review.

The term Environmental Review shall mean the investigation and analysis of the Projects impacts on the environment as may be required under the California Environmental Quality Act CEQA Public Resources Code 21000 et seq. or of the Projects impacts on any species of plant or animal listed as a species of concern a threatened species or an endangered species as may be required by the California Endangered Species Act CESA Fish and Game Code 2050 et seq. and/or the U.S. Endangered Species Act USESA 16 U.S.C. 1531 et seq. or other applicable California or federal law or regulation. Pursuant to the California Public Resources Code Section 21159.23 the proposed project is for an affordable housing community and is exempt from environmental review requirements of the California Environmental Quality Act CEQA Guidelines.
-4-01007.0305.113559v2 401-407 E. Carson nousmg Agreement

O. 215 Escrow.

The term Escrow shall mean the escrow established pursuant to this Agreement for the conveyance of title to the Site from Authority to Developer.

P. 216 Escrow Agent.

The term Escrow Agent shall mean Old Republic Title Company located at 21660 E.

Copley Drive Suite 260 Diamond Bar CA 91765 and empowered hereunder to act as the Escrow Agent for this transaction. The Escrow Agent contact shall be Joan Hawkins.

Q. 217 Gross Income.

The term Gross Income shall mean iall rents and payments received by the Developer from tenants and occupants for the use and occupancy of the Site and the Project ii laundry income iiiincome from concessionaires and licensees and iv rent subsidies ifany received by the Developer but Gross Income shall not include any security deposits unless and until such deposits have been forfeited by the tenants and are payable to the Developer insurance or condemnation proceeds industry level operating reserves or deposits not to exceed six 6 months of operating expenses plus debt expenses capital contributions made to the Developer by the partners thereof proceeds from the construction financing or the Authority Financial Assistance or other financing provided to the Developer including financing provided by any partner of Developer or proceeds from the sale or refinancing of the Site and/or Project.

R. 218 Holder.

The term Holder shall mean the holder including its successors grantees or assigns of record of any mortgage deed of trust or other security interest affecting the Site.

S. 219 Low Income Household.

The term Low Income Household shall mean a household entitled to receive affordable rent including a reasonable utility allowance which when adjusted for applicable household size is computed in accordance with the Community Redevelopment Law and the regulations promulgated pursuant thereto or incorporated therein including without limitation all regulations promulgated pursuant to Health and Safety Code Sections 50079.5 and 50093 or any successor statute.

T. 220 LIHTC.

The term LIHTC or tax credits shall mean Low Income 1-lousing Tax Credits administered and allocated by the California Tax Credit Allocation Committee.

U. 221 Moderate Income Household.

The term Moderate Income Household shall mean a household entitled to receive affordable rent including a reasonable utility allowance which when adjusted for applicable household size is computed in accordance with the Community Redevelopment Law and the -5-01007.0305.113559v2 401-407 G. Carson Housing Agreement

regulations promulgated pursuant thereto or incorporated therein including without limitation all regulations promulgated pursuant to Health and Safety Code Section 50093 or any successor statute.

V. 222 Note Note Amount.

The term Note shall mean the promissory note evidencing Developers repayment obligation to the Authority as a residual receipts loan subordinate to all other loans in the amounts of the Purchase Price and the Authority Loan all as further described in Section D which shall be substantially in the form attached hereto as Attachment _. Developers repayment obligations to pay both the full amount of the Authority Loan $3320000 plus the full Purchase Price $1565446 shall be secured as a single debt obligation owing by Developer to the Authority totaling Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446 also referenced herein as the Note Amount.

W. 223 Operating Expenses.

The Term Operating Expenses shall mean the aggregate of the following ithe cost of utilities supplied to and used for the Project and payable by the Developer iithe cost of all insurance required for the Project in this Agreement Developers partnership agreement the Senior Financing documents or any ancillary documents concerning the operation of the Project iiireal property taxes if any and assessment payments iv expenses and costs of social programs and compliance/monitoring reporting for the Project v the deposits for the replacement reserves or operating reserves for the Project in the amount provided by the Senior Financing or required by Developers partnership agreement or any junior lender if a greater requirement vi on-site administrative costs including payroll and payroll taxes and expenses employee benefits vii operating maintenance and repair expenses and services and necessary capital expenditures for the upkeep and repair of the Project and any expenditures required based upon a physical needs assessment by the Qualified Tax Credit Investor or Senior Financing lender including materials and labor including charges for public services such as sewer charges license and permit fees goods commodities materials equipment furniture furnishings installation of appliances fixtures painting cleaning pest control gardening rubbish removal security services advertising and promotion leasing commissions accounting and legal expenses attributable to the Site or the Project which are directly attributable and customarily incurred in the operation of real estate projects similarto the Project viii fees costs or expenses of refinancing any loan ix any post closing legal fees or other expenses fees costs incurred by the Developer in connection with obtaining this Agreement or the Authority Financial Assistance to the extent not already included hereunder x all scheduled or otherwise due payments of principal and/or interest on the Senior Financing together with all financing fees and related charges payable by the Developer under the terms of the Senior Financing including without limitation issuer fees trustee fees remarketing fees and rebate analyst fees interest rate cap deposits and credit enhancer charges xi all other fees and expenses which may be provided in Developers annual budget prepared in accordance with the Senior Financing and xii repayments of loans to a partner or affiliate of a partner of the Developer in accordance with the partnership agreement for operating deficits or similar operating shortfalls and xiii repayments of any amounts owing to a partner or an affiliate of a partner of the Developer in accordance with the partnership agreement due to an adjustment in the tax credit equity caused -6-01007.0305.113559v2 401-407 E. Carson Housing Agreement

by an adjustment to tax credits available to the Project. Operating Expenses shall not include the following a repairs or replacements paid out of insurance proceeds received by the Developer b book depreciation of buildings or other similar non-cash items of expense c principal payments on all junior financing d any deferred Developer Fee and e any asset management or limited or general partner fees. To the extent that the Site or Project or any part thereof shall be leased by the Developer and the lessee or occupant pays any items described as Operating Expenses then such items that are paid by such occupant shall not be Operating Expenses.

X. 224 Project.

The term Project shall mean all of the improvements required to be constructed by Developer on the Site pursuant to this Agreement including but not limited to the construction of buildings glass and concrete work landscaping construction of parking areas and related improvements. The Project is more particularly described in the Scope of Development attached hereto as Attachment No. 4. Upon completion the Project will consist of a four 4 story structure with forty 40 units which shall be restricted for use by very low and low income households and households with income in an amount not to exceed the limits specified for moderate income households as further described below.

Y. 225 Purchase Price.

The term Purchase Price shall mean the fair market value of the Site which shall be in the amount of One Million Five Hundred Fifty-Six Thousand Four Hundred Forty-Six Dollars $1565446.00.

Z. 226 Qualified Tax Credit Investor.

The term Qualified Tax Credit Investor shall mean a person or entity or affiliate of such person or entity who iis an experienced limited partner and investor in multifamily housing developments receiving low income housing tax credits allocated by the State of California or the United States federal government Tax Credits and iihas obtained or is contractually obligated to obtain a limited partnership or limited liability company membership interest in the Developer whereby it will receive ninety percent 90% or more of the Tax Credits obtained in connection with the Project. Authority shall have the right to reasonable prior approval which shall not be unreasonably withheld conditioned or delayed of ithe managing general partner and iithe limited partner. Approved Qualified Tax Credit Investors shall include any entity which has Developer as a general partner managing member or controlling shareholder.

AA. 227 Qualified Tenant.

The term Qualified Tenant shall mean those households seeking to rent a Residential Unit who 1 has been selected in accordance with the tenant selection criteria set forth in the Authority Regulatory Agreement and 2 upon execution of a lease with Developer qualifies as a Very Low or Low Income Household or has an income not to exceed the levels for a Moderate Income Household as appropriate for the Unit being leased. -7-01007.0305.113559v2 401-407 E. Carson Housing Agreement

BB. 228 Regulatory Agreement.

The term Regulatory Agreement shall mean that Regulatory Agreement attached hereto as Attachment No. 8 running with the land and providing for the proper maintenance of common facilities and improvements and the management and use of the Project which also sets forth the limitations on occupancy residency and use of the Residential Units.

CC. Related. The term Related means The Related Companies of California LLC a California limited liability company
DD. 229 Related Agreements.

The term Related Agreements means the Regulatory Agreement the Authority Note the Notice of Affordability Restrictions the Authority Deed of Trust and the Authority Grant Deed.

EE. 230 Release of Construction Covenants.

The term Release of Construction Covenants shall mean that document prepared in accordance with Section 513 of this Agreement in the form attached as Attachment No. 6 which shall evidence that the construction and development of the improvements required by this Agreement have been satisfactorily completed.

FF. 231 Residential Unit.

The term Residential Unit shall mean and refer collectively to each and every Residential Unit located on the Site.

GG. 232 Residual Cash Flow.

The term Residual Cash Flow shall mean for any fiscal year the amount of Gross Income for such fiscal year less the Operating Expenses and less any partnership management fees for any such fiscal year and less any deferred developers fee. Partnership management fees shall exclude any payment of any item which is deducted separately as an Operating Expense and shall be limited as follows a the limited partner fee shall be capped at $5000 per year for the 15 year TCAC compliance period with CPI escalations up to 3% per year and b any general partner fee shall be limited to $10000 per year with CPI escalations up to 3% per year during the 55 year affordability period.

HH. 233 Senior Financing.

Shall mean the loans taken by Developer to fund the construction of the Project during the construction phase and the permanent loans which shall replace the construction phase loans after the completion and stabilization of the Project which the Authority Loan including the Authority Deed of Trust and the Regulatory Agreement shall be subordinate to. as evidenced by such subordination agreements as may be required by the lenders for the Senior Financing. -8-01007.0305.113559v2 401-407 F. Carson Housing Agreement

II. 234 Schedule of Performance.

The term Schedule of Performance shall mean that certain Schedule of Performance attached hereto as Attachment No. 3.

JJ. 235 Site Map.

The Project shall be located upon the Site which is within the City as shown in the Site Map attached hereto as Attachment No. 1.

KK. 236 Title.

The term Title shall mean the fee title to the Site which shall be conveyed to Developer pursuant to the Deed.

LL. 237 Title Company.

The term Title Company shall mean Old Republic Title Company located at Old Republic Title Company located at 21660 E. Copley Drive Suite 260 Diamond Bar CA 91765 and empowered hereunder to act as the Title Company for this transaction. The title officer shall be Jon Legg.

MM. 238 Very Low Income Household.

The term Very Low Income Household shall mean a household entitled to receive affordable rent including a reasonable utility allowance which when adjusted for applicable household size is computed in accordance with the Community Redevelopment Law and the regulations promulgated pursuant thereto or incorporated therein including without limitation all regulations promulgated pursuant to Health and Safety Code Sections 50093 and 50105 or any successor statutes.

3. 300 PARTIES TO THE AGREEMENT
A. 301 Authority.

The Authority is a public body exercising governmental functions and powers organized and existing under the Housing Authority Law of the State of California Health and Safety Code Sections 34240 et seq.. The office of Authority is located at 701 East Carson Street Carson California 90745. The term Authority as used in this Agreement includes any assignee of or successor to its rights powers and responsibilities. The Executive Director of the Authority shall have the authority to issue interpretations waivers and/or enter into certain amendments to this Agreement on behalf of the Authority so long as such actions do not materially or substantially change the uses or development permitted on the Site or materially or substantially add to the cost incurred or to be incurred by the Authority as specified herein and such interpretations waivers and/or amendments may include extensions of time to perform as specified in any adopted Schedule of Performance subordination agreements or estoppels to evidence that the Authority Loan is subordinate to the Senior Financing and other documents as reasonably requested by the Qualified Tax Credit Investor or the Senior Financing lender in -9-01007.0305.113559v2 401.407 E. Carson f
lousing Agreement

order to effect a closing of the financing of the Project. Any other material or substantive waivers of or amendments to this Agreement shall require the consideration action and written consent of the board of the Authority.

B. 302 Developer.
1 Identification. Developer is East Carson 11 Housing Partners L.P. a California limited partnership. The general partner of the Developer is Related/East Carson II Development Co. LLC a California limited liability company REC and an affilate of Related. The Developer has been formed as a California limited partnership in which a Qualified Tax Credit Investor will be allocated Tax Credits in consideration of a capital contribution that will be used by developer to fund a portion of the cost of acquiring and developing the Site and operating the Project. A non-profit public benefit corporation exempt Section 501c3 of the Internal Revenue Code will be the managing general partner of the developer Managing General Partner. The principal office of Developer for the purposes of this Agreement is located at 18201 Von Karman Avenue Suite 900 Irvine CA 92612. Developer warrants and represents to Authority that Developer will be qualified to do business in good standing under the laws of the State of California and has all requisite power and authority to carry out Developers business as now and whenever conducted and to enter into and perform Developers obligations under this Agreement.
2 Successors and Assigns. Except as may be expressly provided herein below all of the terms covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of Developer and the permitted successors assigns and nominees of Developer. Wherever the term Developer is used herein such term shall include any permitted successors and assigns of Developer as herein provided. 3 Qualifications. The qualifications and identity of Developer are of particular concern to the Authority and it is because of such qualifications and identity that Authority has entered into this Agreement with Developer. The Authority has considered the experience financial capability and product being marketed by Developer the Site location and characteristics the public costs of acquiring and developing the Site and return on investment and the product mix necessary to produce a Project. Based upon these considerations the Authority has imposed those restrictions on transfer set forth in this Agreement.

C. 303 Restrictions on Transfer.
1 Transfer Defined. As used in this section the term Transfer shall include any assignment hypothecation mortgage pledge conveyance or encumbrance of this Agreement the Site or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than twenty-five percent 25% of the present ownership and/or control of Developer in the aggregate taking all Transfers into account on a cumulative basis except transfers of such ownership or control interest between members of the same immediate family or Transfers to a trust testamentary or otherwise in which the beneficiaries are limited to members of the Transferors immediate family. In the event Developer or its successor is a corporation or trust such Transfer shall refer to the Transfer of the issued and outstanding capital stock of Developer or of beneficial interests of such trust. In -10-01007.0305.113559v2 401-407 E. Carson Housing Agreement

the event that Developer is a limited or general partnership such Transfer shall refer to the Transfer of more than twenty-five percent 25% of the limited or general partnership interest. In the event that Developer is a joint venture such Transfer shall refer to the Transfer of more than twenty-five percent 25% of the ownership and/or control of any such joint venture partner taking all Transfers into account on a cumulative basis. 2 Restrictions Prior to Completion. Any Transfer of the Developers interest in the Site or the Project in whole or in part and any Transfer of the Developers interest in all or any part of this Agreement or the Related Agreements shall be subject to the approval of the Authority which shall be given or withheld within thirty 30 days of the Developers written request therefor. The Authoritys approval shall not be unreasonably withheld or delayed and the Authority shall consent to any such Transfer by the Developer without any adjustment to the financial terms and conditions of this Agreement or the Related Agreements if prior to such Transfer each of the following requirements is satisfied Ithe Developer submits or causes to be submitted to the Authority all information reasonably requested for the Authority to make its determination required hereunder 2 there is no event of default continuing under this Agreement or the Related Agreements 3 the transferee satisfies the qualification standards with respect to creditworthiness reputation and experience customarily applied by Fannie Mae or Freddie Mac as applicable to the approval of borrowers in connection with the transfer of similarloans on multifamily properties 4 the transferee executes an assumption agreement that is acceptable to the Authority and that among other things requires the transferee to perform all obligations of the Developer set forth in this Agreement and the Related Agreements and 5 the Developer pays or causes the proposed transferee to pay the amount of the Authoritys out-of-pocketcosts including reasonable attorneys fees incurred in reviewing the Transfer request.

In the absence of specific written agreement by Authority prior to the issuance of a Release of Construction Covenants no Transfer by Developer of all or any portion of its interest in the Site or this Agreement including without limitation an assignment or transfer not requiring Authority approval hereunder shall be deemed to relieve it or any successor party from any obligations under this Agreement with respect to the completion of the development of the Project with respect to that portion of the Site which is so transferred. In addition no attempted assignment of any of Developers obligations hereunder shall be effective unless and until the successor party executes and delivers to Authority an assumption agreement in a form approved by the Authority assuming such obligations.
3 Exceptions. The foregoing prohibition shall not apply to any of the following
a Any mortgage deed of trust or other form of conveyance for financing as provided in Section 512 but Developer shall notify Authority in advance of any such mortgage deed of trust or other form of conveyance for financing pertaining to the Site.
b Any mortgage deed of trust or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection A above provided that the amount of indebtedness incurred in the restructuring or refinancing is at a debt service coverage ratio of not less than 1.15. -11-01007.0305.113559v2 401-407 E. Carson Housing Agreement

c The granting of easements to any appropriate governmental agency or utility or permits to facilitate the development of the Site. d A sale or Transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986 as amended or otherwise in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation.
e A sale or Transfer of 49% or more of an ownership or controlling interest between members of the same immediate family or Transfers to a trust testamentary or otherwise in which the beneficiaries consist solely of immediate family members of the Trustor or Transfers to a corporation or partnership in which the immediate family members or shareholders of the Transferor have a controlling majority interest of 51% or more.
f A sale or Transfer of an interest in Developer to a Qualified Tax Credit Investor.
g The A sale transfer conveyance or pledge of limited partnership interests in the Developer B sale transfer conveyance or pledge of any partnership interest or membership interests in the limited partners of the Developer or C the appointment by the partners of the Developer of an additional or substitute co-general partner in accordance with the partnership agreement of the Developer provided the Developer delivers prior written notice thereof to the Authority that any additional or substitute general partner of the Developer is a single purpose entity to which the Authority has given its written consent which consent shall not be unreasonably withheld.
h The transfer A of an interest in and/or of an existing partner to another existing partner or B of an interest in an existing general partner to an affiliate of any general partner or C of an interest in an existing general partner so long as such transfer together with any prior transfer of an interest or interests in an existing general partner do not result in more than forty-nine percent 49% of the interest in an existing general partner having been transferred since the date hereof. i Transfers of an interest to a new partner which is an affiliate of an existing partner including transfers of an additional general partner interest to an affiliate of the Tax Credit limited partner.
0 Transfers of an interest in a parent of a partner provided however transfers of an interest in a parent of a partner performing the primary management functions on behalf of the Developer which results in Related owning less than a controlling interest in such parent of such partner shall be subject to the written consent of the Authority which consent shall not be unreasonably withheld or k The lease of a Residential Unit to a Qualified Tenant. -12-01007.0305.113559v2 401-407 E. Carson Housing Agreement

I Assignments for financing purposes as required in order to effect the Senior Financing.
m Transfer of the Project or partnership interests in the Developers limited partnership to a general partner of Developer at the end of the fifteen year Tax Credit initialcompliance period.
n Admission of the Qualified Tax Credit Investor to the Developer or the transfer of the Qualified Tax Credit Investors interest in Developer to another party or the redemption of the Qualified Tax Credit Investors interest in the Developer provided that prior to any such Transfer the Qualified Tax Credit Investor has paid in full its capital contribution to Developer as and to the extent required in the Developers partnership agreement.
o Transfer of the interest of REC in the Developer to another entity controlled by Related.
4 Restrictions After Completion. It is hereby acknowledged by Developer and Authority that significant Authority Financial Assistance is being provided for the Project.

Therefore subsequent to the issuance of the Certificate of Completion except as otherwise permitted under Section 3033 Developer may not sell Transfer convey hypothecate assign or lease all or any portion of its interest in the Site without complying with any Transfer restrictions contained within the Deed or the Regulatory Agreement as applicable.

4. 400 DISPOSITION OF THE SITE
A. 401 Financing Milestones.

The parties acknowledge that Developer intends to finance the acquisition development construction and equipping costs for the Project with funds from a variety of sources including those funding sources identified on the Project Budget attached to this Agreement as Attachment

5. Developer shall diligently apply for and pursue each funding source identified in the Project Budget at the earliest feasible opportunity taking into account rules requirements and scoring criteria applicable to each funding source. Not counting the Authority Financial Assistance to be provided pursuant to this Agreement Developer shall demonstrate to Authoritys reasonable satisfaction by the dates set forth in the Schedule of Performance that Developer has secured a bona fide award of Low Income Housing Tax Credits LIHTC in an amount sufficient to provide for development of the Project in accordance with the Project Budget.

Developer shall submit up to four consecutive applications to the California Tax Credit Allocation Committee TCAC for LIHTC as specified in the Schedule of Performance. In the event that the Developer applies for and does not receive an allocation of LIHTC after four allocation rounds Developer and the Authority shall meet and confer to determine whether Developer shall make another application if all parties agree that such application would be competitive under the then-applicable TCAC scoring criteria provided that neither party shall have an obligation to continue this Agreement.
-13-01007.0305.113559v2 401-407 E. Carson Housing Agreement

All funding sources for the Project shall be subject to Authoritys prior approval which approval shall not be unreasonably withheld conditioned or delayed.

B. 402 Employment of Local Residents.

A goal of the Authority with respect to this Project and other major projects within the city is to secure employment opportunities for Carson residents. To that end Developer covenants that Developer shall make best faith efforts to cause all solicitations for full or part-timenew or replacement employment relating to the construction of the Project including minority owned business enterprises to be listed with the Carson Career Center 801 E. Carson Street Carson CA 90745 310 952-1762 or the South Bay Workforce Investment Board 11539 Hawthorne Boulevard Suite 500 Hawthorne CA 90250 310 970-7700. Prior to the commencement of construction and as soon as practicable Developer and Prime Contractor shall contact the Carson Career Center to schedule a Pre-Construction Orientation Meeting to discuss requirements of the Local Hire Program recordkeeping and monthly reporting requirements necessary for the evaluation of the project compliance with the Local Hire Program. In addition the Prime Contractor shall 1 establish a point of contact to provide information about available job opportunities 2 conduct outreach efforts to attract local subcontractors and tradesmen and 3 coordinate Local Hire Workshops with the Carson Career Center to educate potential local subcontractors and tradesmen about construction employment opportunities. In addition Developer shall include in each contract with any contractor and shall obligate the contractor to include in each subcontract with any subcontractor undertaking work on the Project a provision obligating such contractor to make such efforts or to cause its subcontractors to make such efforts. Developer shall be deemed to have complied with its obligations set forth in this Section if its construction contracts with contractors contains language substantially as follows or as may otherwise be approved by Authoritys Counsel in writing Name of contractor shall make reasonable efforts to cause all solicitations for full or part-time new or replacement employment relating to the construction/installation of describe the applicable work of improvements including minority owned business enterprises to be listed with the Carson Career Center or the South Bay Workforce Investment Board. The Authority is an express third party beneficiary of the foregoing obligations of name of contractor and shall have the authority to enforce the same provided that no such exercise by the Authority of its rights or remedies provided for herein impairs or jeopardizes the rights of name of Developer. The provisions of this Section are not intended and shall not be construed to benefit or be enforceable by any Person whatsoever other than Authority. In addition and notwithstanding any other provision set forth in this Agreement to the contrary in no event shall Developer be deemed to be in Default of its obligations set forth in this Agreement if it performs its obligations set forth in this Section but a contractor of Developer commits a default under the applicable provisions of its construction contract.

C. 403 Disposition of the Site.

At the time set forth in the Schedule of Performance Authority shall convey the Site to Developer upon the terms and conditions hereinafter set forth pursuant to Developers agreement to develop the Project on the Site as described in the Scope of Development. -14-01007.0305.113559v2 401-407 E. Carson Housing Agreement

D. 404 Authority Assistance.
1 Method of Assistance. Subject to and conditioned upon Developers satisfaction and continued compliance with the provisions of this Agreement the Authority agrees to provide Developer with assistance for development of the Project as follows a Authority Financial Assistance. The total estimated cost of the Project is approximately $17217806 as further described in the Project Budget. This estimated cost includes the Site acquisition costs and the hard and soft costs of constructing the Project. The Authority agrees to loan funds Authority Loan in an amount equal to Three Million Three Hundred Thirty-Two Thousand Dollars $3320000 to pay the actual costs for the pre-development construction and operation of the Project and to allow Escrow to close without the payment of the Purchase Price.

Accordingly the Authority Financial Assistance includes the Authority Loan plus the Purchase Price for the total of Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446. Developer shall use all of the Authority Financial Assistance for approved Project costs and Developer shall certify such use to Authority.
b Authority Loan Only for Project Costs. The Authority Loan will be disbursed in accordance with the Project Budget and may take the form of cash disbursements reimbursements or such other form as deemed necessary by the parties to carry out the Project. The Authority Financial Assistance is based on the attached Project Budget which assumes a 9% tax credit application in the first round for 2013. c Refinancing. Developer shall not be in default of the Authority Note and need not seek approval of Authority in refinancing any outstanding loan or note secured by the Site ifall net proceeds from such refinance are applied against the unpaid balance of the Senior Financing and the Authority Note and the debt service arising from such refinance does not reduce the Residual Cash Flow.
d Compliance with Applicable Laws. Developer acknowledges that the Authority Loan and all cash funds and the tax credit funds are subject to all terms and conditions of the Authority this Agreement and other local state or federal agencies with jurisdiction over the source of funds and that the Project will be developed constructed and operated in accordance with such laws and regulations and the Citys standards and regulations and this Agreement. It is expressly understood and agreed by the parties that this section does not limit the amount of costs that may be charged or imposed by the City for the Project or the Project approvals. e Affordability Covenant. In exchange for the Authority Financial Assistance Developer shall for a continuous fifty-five 55 year period from the date of issuance of a Certificate of Occupancy for the Project operate and maintain the Project in compliance with the terms of this Agreement and the Regulatory Agreement including but not limited to providing affordable housing within the City. The Regulatory Agreement will be recorded concurrent with the Close of Escrow. -IS-01007.0305.113559v2 401-407 E Carson Housing Agreement

2 Security for Assistance. Developer shall make and give to the Authority the following types of security for the Authority Financial Assistance being provided by the Authority under this Agreement
a Authority Note. Developers obligation to repay the Authority Financial Assistance shall be evidenced by a promissory note AuthorityNote having a form and content the same in all material respects to the Authority Note attached hereto and incorporated herein as Attachment 9. The Authority Note shall provide i That the Authority Note shall be a residual receipts loan and shall be in the amount of Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446. Repayment of the Authority Note including all principal and accrued interest shall be made in annual payments from fifty percent 50% of Residual Cash Flow to the extent Residual Cash Flow is available commencing in the first year after issuance of the Certificate of Occupancy for the Project and any unpaid amounts shall accrue simple interest at a rate of one-half of one percent 0.5 %per annum. The unpaid balance of the Authority Note plus accrued interest ifnot paid in full within the fifty-five 55 year term is due and payable in full at the end of the fifty-five 55 year term. ii That any Default of this Agreement or the Authority
Regulatory Agreement by Developer which remains uncured after the period provided for cure under the Agreement shall be a breach of the Authority Note in which event the entire outstanding principal balance of the Authority Note plus accrued interest shall become due and payable by Developer on demand by the Authority.
iii That the Authority Note shall be secured by a Deed of Trust and Assignment of Rents having a form and content the same in all material respects to the Deed of Trust attached hereto and incorporated herein by reference as Attachment 10 Authority Deed of Trust.
iv The Authority Note shall be nonrecourse to the Developer. b Authority Deed of Trust. Developers reimbursement obligation as set forth in this Agreement and its obligations under the Authority Note shall be secured by the Authority Deed of Trust having a form and content the same in all material respects to the document attached hereto and incorporated herein by reference as Attachment 10. The rights established in this Section and under the Authority Deed is not intended to be exclusive of any other right power or remedy but each and every such right power and remedy shall be cumulative and concurrent and shall be in addition to any other right power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that the Authority will have provided public funds to assist the development of a private project as permitted under applicable laws.
-16-01007.0305.1135592 401-407 E. Carson Housing Agreement

c Guaranty. Developer shall guaranty the Completion of the Project by executing a Guaranty substantially in the form of the Guaranty attached hereto and incorporated herein as Attachment 11.
3 Authority Funds. All distributions and use of funds made by the Authority under this Agreement shall be subject to the following a Disbursement of Funds. The Authority Loan shall be disbursed by Authority to Developer pursuant to the requirements of all applicable laws and as set forth in all relevant documents including any amendments thereto and as follows i Developer may request a draw down on amounts necessary to pay Authority-approved predevelopment costs which draw if requested shall be funded concurrently with the Close of Escrow provided that Developer has submitted all required documentation to the Authority in connection with such draw as further described in Subsection a below and iiafter construction has commenced disbursements less ten percent 10% of the Authority Loan which shall not be disbursed until Completion shall be tendered no more than every thirty 30 days in arrears.
b Predevelopment Construction Costs. Authority agrees to provide the Authority Loan to Developer in part to reimburse the Developer for certain predevelopment and construction costs of the Project such that the draw down on the Authority Note shall be in phases. The predevelopment draws shall reimburse Developer for costs associated with relocation architect and engineering costs city fees and financing costs ifand as indicated on the Developers proforma for the Project and shall not exceed $1000000.00.
c Applications for Disbursement. On or about the 30th day of each month after the Close of Escrow and after the close of all construction financing for the construction costs and continuing until all of the Authority Loan has been disbursed the Developer shall submit to the Authority an Application for Disbursement which shall include
i A written itemized statement signed by a representative of the Developer which sets forth ia description of the work performed material supplied and/or costs incurred or due for which disbursement is requested and ii the total amount incurred expended and/or due for the requested disbursement. If requested by Authority back up documentation shall be presented to substantiate the disbursement request. All moneys applied for and disbursed pursuant to this Section shall be applied only for the corresponding improvements and the statements by the representative of the Developer shall so affirm in a writing signed under penalty of perjury.
ii Mechanics lien waivers including ia Conditional Waiver and Release Upon Progress Payment California Civil Code Section 3262d1 for itself and each contractor covered by such Request Payment ii an Unconditional Waiver and Release Upon Progress Payment California Civil Code Section 3262d2 for itself and each of its contractors covering the full -17-01007.0305.113559v2 401-407 E Carson Housing Agreement

amount of all previous payments made to Developer and iiian Unconditional Waiver and Release Upon Final Payment California Civil Code Section 3262d4 for its contractors who have completed their work and for whom Developer has received full payment.
iii An Architects certificate of substantial completion prior to the final disbursements.
iv Certification that in completing construction pursuant to this Section the Developer has complied with all applicable laws. v Each Application for Disbursement by the Developer shall constitute a representation and warranty by the Developer that all work encompassed by the Application has been accomplished in accordance with City standards for such work and sound construction practices and that the Developer is in compliance with all of the provisions of this Agreement. d Approval and Payment. Upon receipt of an Application for Disbursement the Authority shall review the same and shall approve the same subject to such exceptions as the Authority deems reasonably necessary and appropriate under the then current circumstances. Such approval may not unreasonably be withheld or delayed.

The Authority shall pay or cause to be paid any approved disbursements within thirty 30 days following the Authoritys receipt of the corresponding Application for Disbursement.
e Development of the Project. Developer shall commence and diligently prosecute the Project to completion within the time provided and otherwise in strict compliance with this Agreement. Construction on the Project shall commence within ninety 90 days of permit issuance.
4 Conditions Precedent to Disbursement of Authority Loan. The Authority Loan proceeds shall not be disbursed prior to the satisfaction of the following conditions
a The Developer has submitted a financing plan for the Authoritys approval that identifies all sources of funds with a Developer Fee that does not exceed One Million Eight Hundred Eighty Five Thousand Dollars $1885000.00 and management fees and permits which do not exceed six percent 6%of the effective gross income.
b The Developer has provided the Authority with the original executed Guaranty.
c The Developer has obtained commitments for all necessary construction and other funding required to construct and operate the Project. d The Developer has submitted to the Authority the documentation of the insurance and performance and payment bonds for the Project. -18-01007.0305.113559v2 401-407 E. Carson
I
lousing Agreement

e Escrow has closed and the Developer has executed and provided Authority with the appropriately executed Authority Note and the recorded Authority Deed of Trust.
f The Developer has executed and provided Authority with the executed and recordable Authority Regulatory Agreement and the Notice of Affordability Restrictions on Transfer of Property
5 Limit on Assistance. Except as is expressly provided for in this Agreement the Authority shall have no obligation to provide Developer with additional assistance to pay any development costs or to carry out or complete the Project.

E. 405 General Indemnity
Except as to the negligence active negligence or willful misconduct of Authority Developer expressly agrees to and shall indemnify defend release and hold Authority its predecessors and successors and their officers officials agents servants employees attorneys and contractors harmless from and against any claim liability loss damage entry cost or expense including but not limited to attorneys fees expert fees and court costs which arises out of or is in any way connected with this Agreement and/or Developers possession use and operation of the Site. This indemnification provision shall apply to any acts or omissions willful misconduct or negligent conduct whether active or passive on the part of the employees agents servants vendors or subcontractors of Developer and its tenants and the tenants invitees. The parties expressly agree that any payment attorneys fees costs or expense that the Authority incurs or makes to or on behalf of an injured employee under Authoritys self-administered workers compensation is included as a loss expense or cost for the purpose of this provision.

Authority shall not be responsible for any acts errorsor omissions of any person or entity except Authority and its respective officers agents servants employees or contractors. The parties expressly agree that the obligations of Developer under this Section shall survive the expiration or early termination of the Agreement.

Developer shall except as to the negligence active negligence or willful misconduct of Authority indemnify defend protect and hold the Authority harmless from and against any and all loss damage liability action cause of action cost or expense including without limitation reasonable attorneys fees and expenses incurred by the holder thereof arising as a result of any ifraud or material misrepresentation by the Developer under or in connection with this Agreement or the Related Agreements iibad faith waste of the real property encumbered by the Authority Deed of Trust and iiilosses resulting from the Developers failure to maintain insurance as required under the provisions of the Authority Deed of Trust. The Developers obligation to indemnify the Authority hereof as aforesaid shall be recourse obligations of the Developer and in the event of any breach of such obligations the Authority shall have the right to proceed directly against the Developer to recover any and all losses damages liability costs and expenses including without limitation reasonable attorneys fees and expenses and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses damages liabilities costs and expenses resulting from such breach.
-19-01007.0305.113559v2 401-407 E. Carson Housing Agreement

F. 406 Release from Liabilities Relating to New Legislation Developer hereby agrees to release and hold harmless Authority its directors officers employees agents representatives heirs successors the City of Carson and its Successor Agency from and against any and all costs expenses damages claims and liabilities including reasonable attorney fees foreseeable or unforeseeable directly or indirectly arising from any application or impact of AB 26 and/or its attendant clean-up legislative bills upon i Authoritys existing rights to the Site or Authority funding sources identified hereunder iithis Agreement iiiAuthoritys authority to convey the Site to Developer iv Developers authority to acquire the Site or v any other costs or expenses whatsoever that may result to Developer as a result of AB 26 and/or its attendant clean-up legislative bills. This release shall terminate on the earlier to occur of 1 the issuance by the California Department of Finance of a certificate of completion and approval of the Authoritysproperty management program under the terms of AB 1484 Stats. 2012 Ch.26 and approval of the assets property and funds to be used under the terms of this Agreement in the fashion described herein or 2 the day prior to the outside date established by TCAC for Developers acceptance of an award of 9% tax credits provided that Developer gives the Authority notice in writing of an award of 9% tax credits within one I day of receiving notice from TCAC of such award Developer further acknowledges releases and holds the Authority City and Successor Agency harmless from any exceptions from title insurance coverage or defects in title that may inure to the Site as a result of AB 26 and/or its attendant clean-up legislative bills.

G. 407 Assignments
There shall be no sale assignment or transfer of the Project or Site unless the Authority has given its prior written approval or the assignment is otherwise permitted under this Agreement. The Authority hereby agrees to approve the assignment of Developers obligations under this Agreement to a limited partnership the Partnership of which Developer is a general partner and an affiliate of Developer provided however that the Authoritys agreement to approve such transfer is contingent upon Inotice from Developer to the Authority priorto the transfer and 2 the partnership agreement for the Partnership includes a provision requiring that in the event the Developer intends to withdraw or is removed from the Partnership as a general partner the Authority shall have the right to approve its replacement which approval shall not be unreasonably withheld. The Authoritys approval shall be evidenced by written correspondence from the Authoritys Executive Director. The foregoing restrictions shall not apply to any of the following
a The conveyance or dedication of any part of the Site to the Authority or other appropriate governmental agency for street utility or other public purposes consistent with Authority Regulations.
b A conveyance of a leasehold estate in one of the Residential Units in the Project in accordance with the provisions of this Agreement. c A conveyance resulting from eminent domain action or an acquisition under threat of an acquisition under threat of eminent domain. -20-01007.0305.113559v2 401-407 E. Carson Housing Agreement

d The admission of a nonprofit managing general partner into Developer.
e The admission of an investor limited partner into Developer and the exercise of all rights or remedies the investor limited partner may have in the partnership agreement of Developer as it
may be amended.

H. 408 Escrow.

Escrow shall be opened within the time period specified in the Schedule of Performance.

This Agreement shall constitute the joint escrow instructions of Authority and Developer for the Site and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of Escrow. Escrow Agent is empowered to act under these instructions. Authority and Developer shall promptly prepare execute and deliver to the Escrow Agent such additional escrow instructions consistent with the terms herein as shall be reasonably necessary. No provision of any additional escrow instructions shall modify this document without specific written approval of the modifications by both Developer and Authority.

1. 409 Conditions to Close of Escrow for Acquisition.
1 Developers Conditions to Closing. Developers obligation to acquire the Site and to close Escrow hereunder shall in addition to any other conditions set forth herein in favor of Developer be conditional and contingent upon the satisfaction or waiver by Developer of each and all of the following conditions collectively Developers Conditions to Closing within the time provided in the Schedule of Performance a Developer shall have approved the environmental condition of the Site as set forth in Section 4124 and Developer shall have approved of title as set forth in Section 410 and the title company shall have unconditionally committed to issue the Developers title policy to Developer subject only to those title conditions approved by Developer as set forth in Section 410 and subject to the conditions and exceptions recited in the Deed the Authority Deed of Trust and the Authority Regulatory Agreement which documents shall have been deposited into escrow in a recordable form. b Authority shall have deposited into escrow a certificate FIRPTA Certificate in such form as may be required by the Internal Revenue service pursuant to Section 1445 of the Internal Revenue Code.
c Developer shall have obtained evidence of financing commitments for the development of the Site including a reservation of LIHTC from the California Tax Credit Allocation Committee in an amount contemplated by the Developer to develop the Project.
d Authority shall have deposited into escrow the executed Grant Deed.
-21-01007.0305113559v2 401-407 E. Carson Housing Agreement

e Developer shall have obtained from the City all required approvals and permits including site plan review conditional use subdivision building grading landscaping and others for the development of the Site as the Project. f No litigation shall be threatened or pending which seeks to prevent the construction or operation of the Project or any part thereof according to the terms set forth in this Agreement.
g Authority shall disburse available funds into Escrow in the amount of the initial draw under the Authority Loan no later than one day prior to closing of escrow for purposes of paying predevelopment expenses.
h At the Closing the Authority shall not be in material Default in any of its obligations set forth in this Agreement and all representations and warranties of Authority contained herein shall be true and correct in all material respects to the best of Authoritys knowledge.

Any waiver of the foregoing conditions must be express and in writing. In the event that the foregoing conditions have not been satisfied within the time provided therefor in the Schedule of Performance either party may terminate this Agreement by delivering a written notice in accordance with Section 411.
2 Authoritys Conditions to Closing. Authoritys obligation to sell the Site and to close escrow hereunder shall in addition to any other conditions set forth herein in favor of Authority be conditional and contingent upon the satisfaction or waiver by Authority of each and all of the following conditions collectively Authoritys Conditions to Closing within the time provided in the Schedule of Performance a Developer shall have obtained evidence of financing commitments for the acquisition and development of the Site including a reservation of LIHTC from the California Credit Allocation Committee and Authority shall have approved such commitments.
b Developer shall have timely submitted to Authority plans and drawings for all improvements to be constructed on the Site including for site plan review conditional use building grading landscaping and other plans and drawings as provided in Section 502 and Developer shall have obtained from all applicable agencies all approvals and permits or permit ready letters in lieu thereof needed to develop the Project on the Site.
c Developer shall not have made or attempted to make a Transfer in violation of Section 303.
d Developer shall have deposited into escrow the Guaranty Authority Note Authority Deed of Trust and Authority Regulatory Agreement in an executed and where applicable recordable format.
-22-01007.0305
1 I3559v2 401-407 E. Carson Housing Agreement

e Developer shall have provided a copy of the construction contract for the Project.
1 At the Closing Developer shall not be in material Default in any of its obligations set forth in this Agreement and all representations and warranties of Developer contained herein shall be true and correct in all material respects to the best of Developers knowledge.
g Any waiver of the foregoing conditions must be express and in writing. In the event that Developer fails to satisfy Authoritys foregoing conditions or defaults in the performance of its obligations hereunder Authority may terminate this Escrow.
3 Both Parties Conditions to Closing. Prior to the Closing Date Developer and Authority shall execute and deliver a certificate Taxpayer ID Certificate in such form as may be required by the IRS pursuant to Section 6045 of the Internal Revenue Code or the regulations issued pursuant thereto certifying as to the description of the Site date of closing gross price and taxpayer identification number for Developer and Authority. Prior to the Closing Developer and Authority shall cause to be delivered to the Escrow Agent such other items instruments and documents and the parties shall take such further actions as may be necessary or desirable in order to complete the Closing. At the Closing neither party shall be in breach of its obligations hereunder.

J. 410 Conveyance of the Site.
1 Time for Conveyance. Escrow shall close after satisfaction of all conditions to close of escrow but not later than the date specified in the Schedule of Performance unless extended by the mutual agreement of the parties or any Enforced Delay.

Possession of the Site shall be delivered to Developer concurrently with the conveyance of title. 2 Escrow Agent to Advise of Costs. On or before the date set in the Schedule of Performance the Escrow Agent shall advise the Authority and the Developer in writing of the fees charges and costs necessary to clear title and close escrow and of any documents which have not been provided by said party and which must be deposited in Escrow to permit timely Closing.
3 Deposits By Authority Prior to Closing. On or before but not later than 100 p.m. of the date set in the Schedule of Performance Authority shall execute acknowledge and deposit into escrow ithe Grant Deed iian estoppel certificate certifying that Developer has completed all acts other than as specified necessary for conveyance if such be the fact and iiipayment to Escrow Agent of Authoritys share of costs as determined by the Escrow Agent. 4 Deposits By Developer Prior to Closing. On or before but not later than 100 p.m. of the date set in the Schedule of Performance Developer shall execute and acknowledge as may be required and deposit into escrow ithe Authority Regulatory Agreement and Notice of Affordability Restrictions iithe Authority Note Guaranty and Authority Deed of Trust iiian estoppel certificate certifying that Authority has completed all -23-01007.0305.1I3559v2 401-407 E. Carson lousing Agreement

acts other than as specified necessary to conveyance if such be the fact and iv payment to Escrow Agent of Developers share of costs as determined by the Escrow Agent. 5 Recordation and Disbursement of Funds. Upon the completion by the Authority and Developer of the deliveries and actions specified in these escrow instructions precedent to Closing the Escrow Agent shall be authorized to buy affix and cancel any documentary stamps and pay any transfer tax and recording fees if required by law and thereafter cause to be recorded in the appropriate records of Los Angeles County California the Grant Deed the Authority Regulatory Agreement the Notice of Affordability Restrictions the Authority Deed of Trust and any other appropriate instruments delivered through this escrow if necessary or proper to and provided that the fee title interest can vest in Developer in accordance with the terms and provisions herein. Concurrent with recordation Escrow Agent shall deliver the Title Policy to Developer insuring title and conforming to the requirements of Section 410. Following recordation the Escrow Agent shall deliver copies of said instruments to Developer and Authority.

K. 411 Title Matters.
1 Condition of Title. Authority shall convey to Developer fee interest in the entire Site subject only to ithis Agreement conditions in the Grant Deed the Authority Deed of Trust the Guaranty the Notice of Affordability Restrictions and the Authority Regulatory Agreement iicurrent taxes a lien not yet payable iiiquasi-public utility public alley and public street easements of record approved by Developer which approval shall not be unreasonably withheld and iv covenants conditions and restrictions reciprocal easements and other encumbrances and title exceptions approved by Developer under this Section. 2 Authority Not to Encumber Site. Authority hereby warrants to Developer that it has not and will not from the Effective Date of this Agreement through close of Escrow transfer sell hypothecate pledge or otherwise encumber the Site without express written permission of Developer.
3 Approval of Title Exceptions. Prior to the date in the Schedule of Performance Authority shall deliver to Developer an ALTA survey of the Site and a preliminary title report or reports collectively the Title Report with respect to the title to the Site together with legible copies of the documents underlying the exceptions Exceptions set forth in the Title Report. The Developer shall have the right to reasonably approve or disapprove the Exceptions. The Developer shall have one hundred forty 140 days from the date of its receipt of the Title Report to give written Notice to the Authority and Escrow Agent of the Developers approval or disapproval of any of such Exceptions set forth in the Title Report within its reasonable discretion. Developers failure to provide Notice of its approval of the Title Report within such time limit shall be deemed disapproval of the Title Report. If the Developer delivers Notice to the Authority of its disapproval of any Exceptions in the Title Report the Authority shall have the right but not the obligation to elect to remove any disapproved Exceptions within thirty 30 days after receiving written Notice of the Developers disapproval or to deliver Notice to the Developer providing assurances satisfactory to the Developer within said time period that such Exceptions will be removed on or before the Closing. If the Authority cannot or does not elect to remove any of the disapproved Exceptions within that period Authority shall provide -24-01007.0305.113559v2 401-407 E. Carson Housing Agreement

Notice of such fact to Developer and Developer shall have thirty 30 days after receiving such Notice to either give the Authority written Notice that the Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give the Authority written Notice that the Developer elects to terminate this Agreement and the Developers failure to give timely written Notice shall be deemed as an election to terminate this Agreement. Fee simple title subject only to the Exceptions to title approved by the Developer as provided herein shall hereinafter be referred to as the Condition of Title. The Developer shall have the right to approve or disapprove any further Exceptions reported by the Title Company after the Developer has approved the Condition of Title for the Site which are not created by the Developer. The Authority shall not voluntarily create any new exceptions to title following the Date of Agreement.
4 Title Policy. At the close of escrow Escrow Agent shall furnish Developer with an ALTA Policy of Title Insurance Title Policy for the Developers interest wherein the Title Company shall insure that title to the Site shall be vested in Developer containing no exception to such title which has not been approved or waived by Developer in accordance with this Section. The Title Policy shall include any available additional title insurance extended coverage or endorsements that Developer has reasonably requested. The Authority shall pay only for that portion of the title insurance premium attributable to the standard coverage. Developer shall pay for the premium for any additional title insurance extended coverage or special endorsements.

L. 412 Evidence of Financial Capability.

Within the time set forth in the Schedule of Performance Developer shall submit to Authoritys Executive Director for approval evidence reasonably satisfactory to the Executive Director that Developer has the financial capability necessary for the development of the Project on the Site pursuant to this Agreement. Such evidence of financial capability shall include all of the following
1 Reliable cost estimates for Developers total cost of developing the Project including both hard and soft costs.
2 A complete copy of the construction loan commitment obtained by Developer to finance the development of the Project or such other documentation reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and committed to finance the development of the Project. 3 An executed letter of intent with a Qualified Tax Credit Investor that demonstrates that Developer has adequate funds available and/or committed to cover the difference between the total development costs of the Project subparagraph Iabove and the proceeds of the construction loan commitment subparagraph 2 above and the Authority Loan. 4 A copy of the proposed contract between Developer and its general contractor for all of the improvements required to be constructed by Developer hereunder certified by Developer to be a true and correct copy thereof. -25-01007.0305.113559v2 401-407 E. Carson Housing Agreement

Developer covenants and agrees to take all action furnish all information give all consents and pay all sums reasonably required to keep the construction loan commitment in full force and effect and shall comply in all material aspects with all conditions thereof and shall promptly execute acknowledge and deliver all applications credit applications and data financial statements and documents in connection therewith.

M. 413 Condition of Site.
1 Disclaimer of Warranties. Upon the Close of Escrow Developer shall acquire the Site in its AS-IS condition and shall be responsible for any defects in the Site whether patent or latent including without limitation the physical and geotechnical condition of the Site. Authority makes no representation or warranty concerning the physical geotechnical or other condition of the Site the suitability of the Site for the Project or the present use of the Site and specifically disclaims all representations or warranties of any nature concerning the Site made by Authority or the City and their employees agents and representatives. The foregoing disclaimer includes without limitation topography climate air water rights utilities present and future zoning soil subsoil the purpose for which the Site is suited or drainage. Moreover Authority makes no representation or warranty concerning the compaction of soil upon the Site nor of the suitability of the soil for construction.
2 Right to Enter Site Indemnification. Developer shall have the right to enter upon the Site to conduct soils engineering or other tests and studies to perform preliminary work or Site investigation or for any other purposes to carry out the terms of this Agreement. The Developer shall have the right at its sole cost and expense to engage its own environmental consultant the Environmental Consultant and other consultants to make such investigations of the Site as the Developer deems necessary including any soils geotechnical and other testing of the Site. Developer shall indemnify defend and hold Authority harmless from and against any claims injuries or damages arising out of or involving any such entry or activity as provided in Section 505. Any such activity shall be undertaken only after securing any necessary permits from the appropriate governmental agencies and providing Authority with certificates of insurance evidencing the coverages required in Section 507. The Developer shall reasonably approve or disapprove of the physical and environmental condition of the Site as described in Section 4124 below.
3 Hazardous Materials. Developer understands and agrees that in the event Developer incurs any loss or liability concerning Hazardous Materials as hereinafter defined and/or oil wells and/or underground storage tanks and/or pipelines whether attributable to events occurring priorto or following the Closing then Developer may look to current or prior owners of the Site but under no circumstances shall Developer look to Authority City or Successor Agency for any liability or indemnification regarding Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines except if such loss or liability is the result of Authoritys or Citys failure to disclose the existence of any Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines which the Authority has knowledge of at the time of execution of this Agreement to the Developer. Developer and each of the entities constituting Developer if any from and after the Closing hereby waives releases remises acquits and forever discharges Authority City and the Successor Agency and their directors officers employees agents and their respective heirs successors personal -26-01007.0305113559v2 401-407 E. Carson Housing Agreement

representatives and assigns of and from any and all Environmental Claims Environmental Cleanup Liability and Environmental Compliance Costs as those terms are defined below and from any and all actions suits legal or administrative orders or proceedings demands actual damages punitive damages loss costs liabilities and expenses which concern or in any way relate to the physical or environmental conditions of the Site the existence of any Hazardous Material thereon or the release or threatened release of Hazardous Materials therefrom whether existing prior to at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Authority City and Successor Agency and any and all rights claims rights of action causes of action demands or legal rights of any kind of Developer its successors assigns or any affiliated entity of Developer against the Authority City or Successor Agency arising by virtue of the physical or environmental condition of the Site the existence of any Hazardous Materials thereon or any release or threatened release of Hazardous Material therefrom whether existing prior to at or after the Closing are by this Release provision declared null and void and of no present or future force and effect as to the parties provided however that no parties other than the Indemnified Parties defined below shall be deemed third party beneficiaries of such release. In connection therewith Developer and each of the entities constituting Developer expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have
materially affected his settlement with the debtor.

DEVELOPERS INITIALS AUTHORITYS INITIALS
4 Developer and each of the entities constituting Developer shall from and after the Closing defend indemnify and hold harmless Authority City and Successor Agency and their officers directors employees agents and representatives collectively the Indemnified Parties from and against any and all Environmental Claims Environmental Cleanup Liability Environmental Compliance Costs and any other claims actions suits legal or administrative orders or proceedings demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Site whether before or after Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever in on or under the Site occurring at any time whether before orafter the Closing including but not limited to all foreseeable and unforeseeable damages fees costs losses and expenses including any and all attorneys fees and environmental consultant fees and investigation costs and expenses directly or indirectly arising therefrom and including fines and penalties of any nature whatsoever assessed levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Developer further agrees that in the event Developer obtains from former or present owners of the Site or any other persons or entities releases from liability indemnities or other forms of hold harmless relating to the subject matter of this Section Developer shall use its diligent efforts to obtain for Authority City and Successor Agency the same releases indemnities and other comparable provisions. The foregoing indemnity shall not apply with respect to Environmental Claims Environmental Cleanup Liability Environmental Compliance Costs and any other claims actions suits legal -27-01007.0305.113559v2 401-407 G. Carson Housing Agreement

or administrative orders or proceedings demands or other liabilities resulting from the release of Hazardous Materials by or arising out of willful misconduct of any Indemnified Party to the Site during the period of time that the Authority owned and had control of the Site.

For purposes of this Section the following terms shall have the following meanings a. Environmental Claim means any claim for personal injury death and/or property damage made asserted or prosecuted by or on behalf of any third party including without limitation any governmental entity relating to the Site or its operations and arising or alleged to arise under any Environmental Law. b. Environmental Cleanup Liability means any cost or expense of any nature whatsoever incurred to contain remove remedy clean up or abate any contamination or any Hazardous Materials on or under all or any part of the Site including the ground water thereunder including without limitation A any direct costs or expenses for investigation study assessment legal representation cost recovery by governmental agencies or ongoing monitoring in connection therewith and B any cost expense loss or damage incurred with respect to the Site or its operation as a result of actions or measures necessary to implement or effectuate any such containment removal remediation treatment cleanup or abatement.
c. Environmental Compliance Cost means any cost or expense of any nature whatsoever necessary to enable the Site to comply with all applicable Environmental Laws in effect. Environmental Compliance Cost shall include all costs necessary to demonstrate that the Site is capable of such compliance. d. Environmental Law means any federal state or local statute ordinance rule regulation order consent decree judgment or common-law doctrine and provisions and conditions of permits licenses and other operating authorizations relating to A pollution or protection of the environment including natural resources B exposure of persons including employees to Hazardous Materials or other products raw materials chemicals or other substances C protection of the public health or welfare from the effects of by-products wastes emissions discharges or releases of chemical sub-stances from industrial or commercial activities or D regulation of the manufacture use or introduction into commerce of chemical substances including without limitation their manufacture formulation labeling distribution transportation handling storage and disposal.
e. Hazardous Material is defined to include any hazardous or toxic substance material or waste which is or becomes regulated by any local governmental authority the State of California or the United States Government. The term Hazardous Material includes without limitation any material or substance which is A petroleum or oil or gas or any direct or derivate product or byproduct thereof B defined as a hazardous waste extremely hazardous waste or restricted hazardous waste under Sections 25115 25117 or 25122.7 or listed pursuant to Section 25140 of the California Health and Safety Code Division 20 Chapter 6.5 Hazardous Waste Control Law C defined as a hazardous substance under Section 25316 of the California Health and Safety Code Division 20 Chapter 6.8 Carpenter-Presley-TannerHazardous Substance Account Act D defined as a hazardous material -28-01007.0305.113559v2 401-407 E. Carson Housing Agreement

hazardous substance or hazardous waste under Sections 255010 and k and 25501.1 of the California Health and Safety Code Division 20 Chapter 6.95 Hazardous Materials Release Response Plans and Inventory E defined as a hazardous substance under Section 25281 of the California Health and Safety Code Division 20 Chapter 6.7 Underground Storage of Hazardous Substances Fused oil as defined under Section 25250.1 of the California Health and Safety Code G asbestos H listed under Chapter I 1 of Division 4.5 of Title 22 of the California Code of Regulations or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations 1 defined as waste or a hazardous substance pursuant to the Porter-Cologne Act Section 13050 of the California Water Code Jdesignated as a toxic pollutant pursuant to the Federal Water Pollution Control Act 33 U.S.C. 1317 K defined as a hazardous waste pursuant to the Federal Resource Conservation and Recovery Act 42 U.S.C. 6901 et seq. 42 U.S.C. 6903 L defined as a hazardous substance pursuant to the Comprehensive Environmental Response Compensation and Liability Act 42 U.S.C. 9601 et seq. 42 U.S.C. 9601 M defined as Hazardous Material pursuant to the Hazardous Materials Transportation Act 49 U.S.C. 5101 et seq. or N defined as such or regulated by any Superfund or Superlien law or any other federal state or local law statute ordinance code rule regulation order or decree regulating relating to or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines as now or at any time here-after in effect.

Notwithstanding any other provision of this Agreement Developers release and indemnification as set forth in the provisions of this Section as well as all provisions of this Section shall survive the termination of this Agreement and shall continue in perpetuity. 5 Due Diligence. During the period commencing on the Effective Date and ending at 500 p.m. on the date which is ninety 90 days thereafter Due Diligence Period Developer may inspect the Site in order to determine whether to approve the physical condition of the Site as described in Section 4122 above. Authority shall cooperate and provide such information in Authoritys possession reasonably necessary for Developer to conduct its due diligence review during the Due Diligence Period. The Developers failure to deliver written Notice of its approval within such time limit shall be deemed disapproval of the physical and environmental condition of the Site. In the event Developer does not approve of the condition of the Site by written notice to Authority prior to the expiration of the Due Diligence Period this Agreement shall terminate and except as otherwise expressly stated in this Agreement neither party shall have any further rights or obligations to the other party.

N. 414 Costs of Escrow.
1 Allocation of Costs. The Escrow Agent is authorized to allocate costs as follows Authority shall pay the cost of the Title Policy as provided above while Developer shall pay premiums for any additional insurance extended coverage or special endorsements.

Authority shall pay the documentary transfer tax as well as all recording fees. Developer and Authority shall each pay one-half of all escrow and similarfees except that ifone party defaults under this Agreement the defaulting party shall pay all Escrow fees and charges. Each party shall pay its own attorneys fees.
-29-010070305.113559v2 401-407 E Carson Housing Agreement

2 Proration and Adjustments. Ad valorem taxes and assessments on the Site and insurance for the current year shall be prorated by the Escrow Agent as of the date of Closing with the Authority responsible for those levied assessed or imposed prior to Closing and the Developer responsible for those after Closing. If the actual taxes are not known at the date of Closing the proration shall be based upon the most current tax figures. When the actual taxes for the year of Closing become known Developer and Authority shall within thirty days thereafter reprorate the taxes in cash between the parties. 3 Extraordinary Services of Escrow Agent. It is understood that Escrow fees and charges contemplated by this Agreement incorporate only the ordinary services of the Escrow Agent as listed in these instructions. In the event that the Escrow Agent renders any service not provided for in this Agreement or that there is any assignment of any interest in the subject matter of this Escrow or that any controversy arises hereunder or that the Escrow Agent is made a party to or reasonably intervenes in any litigation pertaining to this Escrow or the subject matter thereof then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses occasioned by such default controversy or litigation.
4 Escrow Agents Right to Retain Documents. Escrow Agent shall have the right to retain all documents and/or other things of value at any time held by it hereunder until such compensation fees costs and expenses shall be paid. The undersigned hereby jointly and severally promise to pay such sums upon demand.

0. 415 Termination of Escrow.
1 Termination. Escrow may be terminated by demand of either party who then shall have fully performed its obligations hereunder required to be performed by the date of such demand if
a The Conditions to Closing have not occurred or have not been approved disapproved or waived as the case may be by the approving party by the date established in the Schedule of Performance for the occurrence of such Condition including any grace period pursuant to this Section or
b Either party is in breach of the terms and conditions of this Agreement or
c Either party has been granted such right expressly in this Agreement or
d Developer has not given timely written approval of the physical and environmental condition of the Site.

In the event of the foregoing the terminating party may in writing demand return of its money papers or documents from the Escrow Agent and shall deliver a copy of such demand to the non-terminating party. No demand shall be recognized by the Escrow Agent until fifteen 15 days after the Escrow Agent shall have mailed copies of such demand to the non-terminatingparty and if no objections are raised in writing to the terminating party and the -30-01007.0305.113559v2 401-407 E. Carson Housing Agreement

Escrow Agent by the non-terminating party within the fifteen 15 day period. In the event of such objections the opportunity to cure shall be provided as stated below in subsection 2 of this Section. In addition the Escrow Agent is authorized to hold all money papers and documents until instructed in writing by both Developer and Authority or upon failure thereof by a court of competent jurisdiction. If no such demands are made the Escrow shall be closed as soon as possible and neither party shall have any further liability to the other. 2 Opportunity to Cure. Prior to Closing in the event any of the Conditions to Closing are not satisfied or waived by the party with the power to approve said Conditions approving party then such party shall explain in writing to the other party nonapproving party the reason for the disapproval. Thereafter the nonapproving party shall have an additional thirty 30 days to satisfy any such Condition to Closing or in the event such Conditions cannot be satisfied in such additional thirty 30 then within a reasonable amount of time so long as the nonapproving party is diligently effecting satisfaction of said Conditions and only if such Conditions still cannot be satisfied may the approving party terminate the Escrow. In the event Escrow is not in a condition to close because of a default by any party and the performing party has made demand as stated in Subsection I of this Section then upon the non-performingpartys delivering its objection to Escrow Agent and the performing party within the above Thirty 30 day period the non-performingparty shall have the right to cure the default in accordance with and in the time provided in Section 801 P. 416 Responsibility of Escrow Agent.
1 Deposit of Funds. All funds received in Escrow shall be deposited by the Escrow Agent in a special interest-bearing escrow account with any state or national bank doing business in the State of California and may not be combined with other escrow funds of Escrow Agent or transferred to any other general escrow account or accounts. 2 Notices. All communications from the Escrow Agent shall be directed to the addresses and in the manner provided in Section 901 of this Agreement for notices demands and communications between Authority and Developer.
3 Sufficiency of Documents. The Escrow Agent is not to be concerned with the sufficiency validity correctness of form or content of any document prepared outside of Escrow and delivered to Escrow. The sole duty of the Escrow Agent is to accept such documents and follow Developers and Authoritys instructions for their use. 4 Exculpation of Escrow Agent. The Escrow Agent shall in no case or event be liable for the failure of any of the Conditions to Closing of this Escrow or for forgeries or false personation unless such liability or damage is the result of negligence or willful misconduct by the Escrow Agent.
5 Responsibilities in the Event of Controversies. If any controversy documented in writing arises between Developer and Authority or with any third party with respect to the subject matter of this Escrow or its terms or conditions the Escrow Agent shall not be required to determine the same to return any money papers or documents or take any action regarding the Site prior to settlement of the controversy by a final decision of a court of -31-01007.0305.113559v2 401-407 E. Carson Housing Agreement

competent jurisdiction or written agreement of the parties to the controversy. The Escrow Agent shall be responsible for timely notifying Developer and Authority of the controversy. In the event of such a controversy the Escrow Agent shall not be liable for interest or damage costs resulting from failure to timely close escrow or take any other action unless such controversy has been caused by the failure of the Escrow Agent to perform its responsibilities hereunder. 6 Information Report. The Reporting Person within the meaning of Treasury Regulation Section 1.6045-4e5 with respect to the transactions contemplated by this Agreement shall be Escrow Agent. The name and address of Escrow Agent is set forth on the first page of this Agreement.

It is agreed that Escrow Agent is an eligible person under Section

1.6045-4e5ii of said Regulations. Escrow Agent hereby agrees to be responsible for complying with the reporting and other requirements of Internal Revenue Code Section 6045e and the income tax regulations promulgated thereunder. Pursuant to said regulations the address for the transferor and transferee are as set forth for Authority and Developer respectively in Section 901 below and the identifying information regarding the real estate transferred is the legal description for the Site or portion thereof being transferred. Escrow Agent agrees to file the form required by said regulations between the end of the calendar year in which the Close of Escrow occurs and February 28 of the following calendar year. Developer and Authority agree ito cooperate with Escrow Agent and with each other in completing any report and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045e regarding the real estate sales transaction contemplated by this Agreement including without limitation Internal Revenue Service Form 1099-S as such may be hereafter modified or amended by the Internal Revenue Service or as may be required pursuant to any regulation now or hereafter promulgated by the Treasury Department with respect thereto iithat Developer and Authority their respective employees and attorneys and Escrow Agent and its employees may disclose to the Internal Revenue Service this Agreement or the transaction contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045e iithat neither Developer nor Authority shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information and iv to retain this Agreement for at least four 4 years following the close of the calendar year in which the Close of Escrow occurs.

5. 500 DEVELOPMENT OF THE SITE.

A. 501 Scope of Development.

The Site shall be developed by Developer as provided in the Scope of Development the Regulatory Agreement and the plans and permits approved by Authority and City pursuant to Section 502.

B. 502 Development Plans Final Building Plans and Environmental Review.

Proposed Developments Consistency With Plan and Codes. Authority warrants and represents that the Citys General Plan and Zoning Ordinance permit Developers proposed development and construction operation and use of the Site as provided in this Agreement including without limitation the Scope of Development subject only to iapproval of the Project by the Authoritys Board after a public hearing iithose development approvals yet to -32-01007.0305.113559v2 401-407 E. Carson Housing Agreement

be obtained including any proposed General Plan and Zoning Ordinance amendments Site Plan Review and subdivision approval if required and iii Citys and Authoritys review and approval of the Project in accordance with the California Environmental Quality Act provided that it is expressly understood by the parties hereto that Authority makes no representations or warranties with respect to approvals required by any other governmental entity or with respect to approvals hereinafter required from City and Authority Authority and City reserving full police power authority over the Project. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items nor a guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions.Pursuant to the California Public Resources Code Section 21159.23 the proposed project is for an affordable housing community and is exempt from environmental review requirements of the California Environmental Quality Act CEQA Guidelines. 1 Evolution of Development Plan. Concurrently with the approval of this Agreement the Authority has approved the Developers Basic Concept Drawings. On or before the date set forth in the Schedule of Performance Developer shall submit to the City preliminary and thereafter final drawings and specifications for development of the Site and each Site thereof in accordance with the Scope of Development and all in accordance with the Citys requirements. The term preliminary and final drawings shall be deemed to include site plans building plans and elevations grading plans if applicable landscaping plans parking plans signage a description of structural mechanical and electrical systems and all other plans drawings and specifications. Final drawings will be in sufficient detail to obtain a building permit. Said plans drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove except as such items may be amended by City if applicable and by mutual consent of Authority and Developer. Plans concept preliminary and construction shall be progressively more detailed and will be approved if a logical evolution of plans drawings or specifications previously approved. Plans in sufficient detail to obtain all discretionary land use approvals including for site plan approval conditional use permit and other actions requiring Planning Commission approval shall be submitted and processed concurrently for the Site. 2 Developer Best Efforts to Obtain Approvals. Developer shall exercise its best efforts to timely submit all documents and information necessary to obtain all development and building approvals from the City in a timely manner. Not by way of limitation of the foregoing in developing and constructing the Project Developer shall comply with all applicable development standards in Citys Municipal Code and shall comply with all building code landscaping signage and parking requirements except as may be permitted through approved variances and modifications.
3 Authority Assistance. Subject to Developers compliance with ithe applicable City and Authority development standards for the Site and iiall applicable laws and regulations governing such matters as public hearings site plan review and environmental review Authority agrees to provide reasonable assistance to Developer at no cost to Authority in the processing of Developers submittals required under this Section. City or Authoritys failure to provide necessary approvals or permits within such time periods after and despite Developers reasonable efforts to submit the documents and information necessary to obtain the same shall constitute an Enforced Delay.
-33-01007.0305.113559v2 401-407 E. Carson Housing Agreement

4 Disapproval. The Authority shall approve or disapprove any submittal made by Developer pursuant to this Section within sixty 60 days after such submittal. All submittals made by Developer will note the 60-day time limit and specifically reference this Agreement and this Section. Any disapproval shall state in reasonable detail in writing the reason for the disapproval and the changes which the Authority reasonably requests be made.

Developer shall make the required changes and revisions and resubmit for approval as soon as is reasonably practicable but no more than thirty 30 days after the date of disapproval.

Thereafter Authority shall have an additional thirty 30 days for review of the resubmittal but if the Authority disapproves the resubmittal then the cycle shall repeat until the Authoritys approval has been obtained. The foregoing time periods may be shortened ifso specified in the Schedule of Performance.
5 Development Fees. Notwithstanding any assistance to be provided by the Authority under this Agreement Developer shall be solely responsible for payment of all Development Fees.
6 Dedication of Rights-of-WaV for Public Improvements. Developer shall give and dedicate such rights-of-way easements agreements licenses and other grants of rights Dedications to the City as are reasonably required to accomplish the survey design construction inspection testing operation maintenance and repair of the Public Improvements.

It is understood and agreed by Developer that such Dedications may include but are not limited to fee parcels and permanent or temporary rights-of-way or easements for public purposes including street and utility use slope drainage maintenance construction entry and/or access and encroachment permits. Developer agrees that the making of such Dedications are part of the consideration provided by Developer for this Agreement that Developer shall not seek nor have a right to seek any compensation from the Authority or City for such Dedications and that Developer shall not pursue any legal action for compensation including inverse condemnation or eminent domain with regard to such Dedications.
7 No Exemption from Taxes. This Agreement shall not exempt and shall not be interpreted as exempting Developer Holder or any person claiming through either of them from the payment of or from being subject to the levy of. iad valorem property taxes imposed on the Site under Article XIII A of the California Constitution iispecial taxes imposed on the Site iiispecial assessments imposed on the Site iiiany taxes payable under the California Bradley-Burns Uniform Local Sales Use Tax Law Revenue and Taxation Code 7200 et seq. or iv any other taxes assessments fees exactions or charges any portion of which are allocated to or received by the City or the Authority and which are imposed due to the ownership use or possession of the Site or interest therein or due to the construction or operation of the Project. This Agreement shall not exempt and shall not be interpreted as exempting Developer Holder or any person claiming through either of them from inclusion in any maintenance district assessment district community facilities district other special district or other method of public financing as may be allowed under the laws of the State of California or of the United States. The Authority acknowledges that Developer intends to obtain a Property Tax Exemption. Nothing in this Agreement shall prohibit the Developer from obtaining a Property Tax Exemption and until such time as such exemption has been obtained Developer shall pay all Property Taxes levied on the Site.
-34-010070305.113559v2 401-407 E. Carson Housing Agreement

8 Ownership of Plans. All Development Plans Construction Drawings construction plans architects plans and other plans and drawings relating to the development of the Project shall be and remain the sole property of Developer unless otherwise specified herein.

C. 503 Developer Responsibilities During Construction.

The Developer shall be solely responsible for all actions necessary for the development of the Project and cause all construction of the Project to be performed in accordance with this Agreement the Scope of Development and the Project Budget as modified from time to time as well as in accordance with all other applicable provisions of this Agreement and the Related Agreements and all applicable laws and regulations. The cost of constructing all of the improvements required to be constructed for the Project shall be borne by Developer. As all of the Authority Financial Assistance to Developer is being used exclusively for the affordable housing portion of the Project the parties do not believe that the Project would be considered to be a public work paid for in whole or in part out of public funds as described in California Labor Code Section 1720 or as the term public work is defined under the Davis-Bacon Act if applicable. Notwithstanding the foregoing to the extent that contrary to the parties intent Developer is required to or is determined to be responsible to pay prevailing wages for the Project Developer shall defend and hold the Authority Successor Agency and City harmless from and against any all increase in construction costs or other liability loss damage penalty or expenses including reasonable attorneys fees and court costs arising from or as a result of any action or determination that any portion of the Project is subject to payment of prevailing wages.

In addition in developing the Site Developer shall water the ground as reasonably required by Authority and take such other actions as Authority shall reasonably require to minimize the impact of construction and airborne debris on nearby property.

D. 504 Schedule of Performance Progress Reports.

Developer shall begin and complete all plans reviews construction and development specified in the Scope of Development within the times specified in the Schedule of Performance or such reasonable extensions of said dates as may be mutually approved in writing by the parties. Once construction is commenced it shall be diligently pursued to completion and shall not be abandoned for more than thirty 30 consecutive days except when due to an Enforced Delay. Developer shall keep the Authority informed of the progress of construction and shall submit monthly written reports of the progress of the construction to the Authority in the form required by the Authority.

E. 505 Indemnification During Construction.

During the periods of inspection and construction on the Site and until such time as the Authority has issued a Release of Construction Covenants with respect to the construction of the improvements thereon the Developer agrees to and shall indemnify and hold the Authority and the City harmless from and against all liability loss damage costs or expenses including reasonable attorneys fees and court costs arising from or as a result of the death of any person or any accident injury loss or damage whatsoever caused to any person or to the property of -35-01007.0305.113559v2 401-407 E. Carson Housing Agreement

any person which shall occur on the Site and which shall be directly or indirectly caused by any acts done thereon or any errorsor omissions of the Developer or its agents servants employees or contractors. The Developer shall not be responsible for and such indemnity shall not apply to any acts errors or omissions of the Authority or the City or their respective agents servants employees or contractors. The Authority Successor Agency and City shall not be responsible for any acts errors or omissions of any person or entity except the Authority Successor Agency and City and their respective agents servants employees or contractors subject to any and all statutory and other immunities. The provisions of this Section shall survive the termination of this Agreement.

F. 506 Insurance.

Except as provided in this Section priorto the entry by Developer on the Site pursuant to Section 409.3 and prior to the commencement of any construction by Developer on the Project Developer shall procure and maintain at its sole cost and expense in a form and content satisfactory to Authority during the entire term of such entry or construction the following policies of insurance
1 Developers Casualty Insurance. Developer shall at its sole expense obtain and/or cause to be maintained by any tenant on the Site and shall keep in force on all buildings and improvements constructed as part of the Project until the expiration of this Agreement and all time frames required hereunder including all time frames contained within the Regulatory Agreements a policy of standard all risk fire and extended coverage insurance with vandalism and malicious mischief endorsements to the extent of one hundred percent 100% of full replacement value against all risks of physical loss including without limitation a guaranteed replacement cost and code compliance coverage endorsement excluding earthquake coverage boiler and machinery insurance coverage heating air conditioning equipment and other equipment of such nature and insurance against loss or damage to personal property located on the Site by fire and other hazards covered by such insurance without any deductible clause unless approved in writing by the Authority. In the event any tenant on the Site fails to maintain coverage to the extent of one hundred percent 100% of full replacement value for the Site then Developer shall maintain such additional or gap insurance to satisfy the requirements of this Section. All such insurance shall be payable to Authority. Such insurance policy and each portion thereof shall be in the broadest and most comprehensive form available in the market at the time such policy is issued or amended. Such policy shall if required by the Authority contain an agreed value clause sufficient as determined by Authority to eliminate any risk of Authoritys coinsurance.
2 Workers Compensation Insurance. A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify insure and provide legal defense for the Developer Authority and the City against any loss claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Developer in the course of carrying out the work or services contemplated in this Agreement.
3 Automobile Insurance. A policy of automobile liability insurance written on a per occurrence basis in an amount not less than One Million Dollars $1000000.00 -36-01007.0305.113559v2 401-407 E. Carson Housing Agreement

combined single limit per accident for bodily injury and property damage covering owned leased hired and non-owned vehicles.
4 Builders Risk Insurance. A policy of Builders Risk insurance covering the full replacement value of all of the improvements to be constructed by Developer pursuant to this Agreement plus Developers personal property and equipment. Developer shall procure the builders risk insurance policy priorto commencing construction.

All of the above policies of insurance except the Builders Risk Insurance shall be primary insurance and shall name Authority City and their officers employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Authority City and their officers employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty 30 days priorwritten notice to Authority and City. In the event any of said policies of insurance are cancelled Developer shall prior to the cancellation date submit new evidence of insurance in conformance with this Section to the Executive Director. No work or services under this Agreement shall commence until the Developer has provided Authority with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by Authority.

The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California rated Aor better in the most recent edition of Best Rating Guide The Key Rating Guide or in the Federal Register and only ifthey are of a financial category Class VII or better unless such requirements are waived by the Risk Manager of the City Risk Manager due to unique circumstances.

Developer shall provide in all contracts with contractors subcontractors architects and engineers that said contractor subcontractor architect or engineer shall maintain the same policies of insurance required to be maintained by Developer pursuant to this Section unless waived or modified by the Risk Manager.

The Developer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Developer may be held responsible for the payment of damages to any persons or property resulting from the Developers activities or the activities of any person or persons for which the Developer is otherwise responsible.

G. 507 City and Other Governmental Agency Permits.

Before commencement of investigation of the condition of the Site or the construction or development of any buildings structures or other works of improvement upon the Site which are Developers responsibility under the applicable Scope of Development Developer shall at his own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency affected by such construction development or work. Developer shall not be obligated to construct if any permit is not issued despite good faith effort by Developer. If there is delay beyond the usual time for obtaining any such permits due to no fault of Developer the Schedule of Performance shall be extended to the extent such delay prevents -37-01007.0305.113559v2 401-407 E. Carson Housing Agreement

any action which could not legally or would not in accordance with good business practices be expected to occur before such permit was obtained. Developer shall pay all normal and customary fees and charges applicable to such permits and any fees or charges hereafter imposed by City or Authority which are standard for and uniformly applied to similarprojects in the City.

H. 508 Rights of Access.

Representatives of the Authority shall have the reasonable right to access the Site without charges or fees at any time during normal construction hours during the period of construction and upon reasonable notice to Developer for the purpose of assuring compliance with this Agreement including but not limited to the inspection of the construction work being performed by or on behalf of Developer. Such representatives of Authority shall be those who are so identified in writing by the Executive Director of Authority. Each such representative of Authority shall identify himself or herself at the job site office upon his or her entrance to the Site and shall provide Developer or the construction superintendent or similarperson in charge on the Site a reasonable opportunity to have a representative accompany him or her during the inspection. Authority shall indemnify defend and hold Developer harmless from any injuryor property damage caused or liability arising out of Authoritys exercise of this right of access.

1. 509 Applicable Laws.

Developer shall carry out the construction of the improvements to be constructed by Developer in conformity with all applicable laws including all applicable federal and state labor laws.

J. 510 Nondiscrimination During Construction.

Developer for himself and his successors and assigns agrees that in the construction of the improvements to be constructed by Developer it shall not discriminate against any employee or applicant for employment because of race color creed religion sex marital status ancestry or national origin.

K. 511 Taxes Assessments Encumbrances and Liens.

Developer shall pay prior to delinquency all real estate taxes and assessments assessed or levied subsequent to conveyance of title. Until the date Developer is entitled to the issuance by Authority of a Release of Construction Covenants Developer shall not place or allow to be placed thereon any mortgage trust deed encumbrance or lien except mechanics liens prior to suit to foreclose the same being filed prohibited by this Agreement. Developer shall remove or have removed any levy or attachment made on the Site or assure the satisfaction thereof within a reasonable time but in any event priorto a sale thereunder. Nothing herein contained shall be deemed to prohibit Developer from contesting the validity or amounts of any tax assessment encumbrance or lien or to limit the remedies available to Developer in respect thereto.

L. 512 Rights of Holders of Approved Security Interests in Site. 1 Definitions. As used in this Section the term mortgage shall include any mortgage whether a leasehold mortgage or otherwise deed of trust or other security -38-01007.0305.113559v2 401-407 E. Carson Housing Agreement

interest or sale and lease-back or any other form of conveyance for financing. The term holder shall include the holder of any such mortgage deed of trust or other security interest or the lessor under a lease-back or the grantee under any other conveyance for financing. 2 No Encumbrances Except Mortgages to Finance The Project.

Notwithstanding the restrictions on transfer in Section 303 mortgages required for any reasonable method of financing of the construction of the improvements are permitted before issuance of a Release of Construction Covenants but only for the purpose of securing loans of funds used or to be used for financing the acquisition of the Site for the construction of improvements thereon and for any other expenditures necessary and appropriate to develop the Site under this Agreement or for restructuring or refinancing any for same so long as the refinancing does not exceed the then outstanding balance of the existing financing including any additional costs for completion of construction whether direct or indirect based upon the estimates of architects and/or contractors. The Developer orany entity permitted to acquire title under this Section shall notify the Authority in advance of any mortgage if the Developer or such entity proposes to enter into the same before issuance of the Release of Construction Covenants. The Developer or such entity shall not enter into any such conveyance for financing without the prior written approval of the Authority which shall not be unreasonably withheld conditioned or delayed. Any lender approved by the Authority shall not be bound by any amendment implementation or modification to this Agreement subsequent to its approval without such lender giving its prior written consent thereto. In any event the Developer shall promptly notify the Authority of any mortgage encumbrance or lien that has been created or attached thereto prior to issuance of a Release of Construction Covenants whether by voluntary act of the Developer or otherwise.
3 Developers Breach Not to Defeat Mortgage Lien. Developers breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site or any part thereof or interest therein but unless otherwise provided herein the terms conditions covenants restrictions easements and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure trustees sale or otherwise.
4 Holder Not Obligated to Construct or Complete Improvements. The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion.

Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Site or any portion thereof to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Agreement. 5 Notice of Default to Mortgages Deed of Trust or other Security Interest Holders. Whenever Authority shall deliver any notice or demand to Developer with respect to any breach or default by Developer hereunder Authority shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage who has previously made a written request to Authority therefor or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given.
-39-010070305 113559v2 401-407 E. Carson I
lousing Agreement

6 Right to Cure. Each holder insofar as the rights of Authority are concerned shall have the right at its option within ninety 90 days after the receipt of the notice to
a obtain possession if necessary and to commence and diligently pursue said cure until the same is completed and
b add the cost of said cure to the security interest debt and the lien or obligation on its security interest
provided that in the case of a default which cannot with diligence be remedied or cured within such ninety 90 day period such holder shall have additional time as reasonably necessary to remedy or cure such default.

In the event there is more than one such holder the right to cure or remedy a breach or default of Developer under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves but there shall be only one exercise of such right to cure and remedy a breach or default of Developer under this Section.

No holder shall undertake or continue the construction or completion of the improvements beyond the extent necessary to preserve or protect the improvements or construction already made without first having expressly assumed Developers obligations to Authority by written agreement satisfactory to Authority with respect to the Site or any portion thereof in which the holder has an interest. The holder must agree to complete in the manner required by this Agreement the improvements to which the lien or title of such holder relates and submit evidence satisfactory to the Authority that it has the qualifications and financial responsibility necessary to perform such obligations. Any holder properly completing such improvements shall be entitled upon written request made to Authority to a Release of Construction Covenants from Authority.
7 Authoritys Rights upon Failure of Holder to Complete
Improvements. In any case where one hundred eighty 180 days after default by Developer in completion of construction of improvements under this Agreement the holder of any mortgage creating a lien or encumbrance upon the Site or improvements thereon has not exercised the option to construct afforded in this Section or if it has exercised such option and has not proceeded diligently with construction Authority may after ninety 90 days notice to such holder and if such holder has not exercised such option to construct within said ninety 90 day period purchase the mortgage upon payment to the holder of an amount equal to the sum of the following
a The unpaid mortgage debt plus any accrued and unpaid interest less all appropriate credits including those resulting from collection and application of rentals and other income received during foreclosure proceedings ifany b All expenses incurred by the holder with respect to foreclosure if any
-40-01007.0305.113559v2 401-407 E. Carson Housing Agreement

c The net expenses exclusive of general overhead incurred by the holder as a direct result of the ownership or management of the Site such as insurance premiums or real estate taxes ifany
d The costs of any improvements made by such holder ifany and e An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence to the date of payment by the Authority.

In the event that the holder does not exercise its option to construct afforded in this Section and Authority elects not to purchase the mortgage of holder upon written request by the holder to Authority Authority agrees to use reasonable efforts to assist the holder selling the holders interest to a qualified and responsible party or parties as determined by Authority who shall assume the obligations of making or completing the improvements required to be constructed by Developer or such other improvements in their stead as shall be satisfactory to Authority. The proceeds of such a sale shall be applied first to the holder of those items specified in subparagraphs a. through e. hereinabove and any balance remaining thereafter shall be applied as follows
a First to reimburse Authority on its own behalf and on behalf of the City for all costs and expenses actually and reasonably incurred by Authority including but not limited to payroll expenses management expenses legal expenses and others.
b Second to reimburse Authority on its own behalf and on behalf of the City for all payments made by Authority to discharge any other encumbrances or liens on the Site or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations defaults or acts of Developer its successors or transferees.
c Third to reimburse Authority on its own behalf and on behalf of the City for all costs and expenses actually and reasonably incurred by Authority in connection with its efforts assisting the holder in selling the holders interest in accordance with this Section.
d Fourth any balance remaining thereafter shall be paid to Developer.
8 Right of Authority to Cure Mortgage Deed of Trust or Other Security Interest Default. In the event of a default or breach by Developer or entity permitted to acquire title under this Section of a mortgage prior to the issuance by Authority of a Release of Construction Covenants for the Site or portions thereof covered by said mortgage and the holder of any such mortgage has not exercised its option to complete the development Authority may cure the default prior to completion of any foreclosure. In such event Authority shall be entitled to reimbursement from Developer or other entity of all costs and expenses incurred by Authority in curing the default to the extent permitted by law as ifsuch holder initiated such claim for reimbursement including legal costs and attorneys fees which right of reimbursement -41-01007.0305.113559v2 401-407 E. Carson Housing Agreement

shall be secured by a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to
a Any mortgage for financing permitted by this Agreement and b Any rights or interests provided in this Agreement for the protection of the holders of such mortgages for financing provided that nothing herein shall be deemed to impose upon Authority any affirmative obligations by the payment of money construction or otherwise with respect to the Site in the event of its enforcement of its lien.
9 Right of Authority to Satisfy Other Liens on the Site After Conveyance of Title. After the conveyance of title and prior to the recordation of a Release of Construction Covenants for construction and development and after the Developer has had a reasonable time to challenge cure or satisfy any liens or encumbrances on the Site or any portion thereof the Authority shall have the right to satisfy any such liens or encumbrances provided however that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax assessment lien or charge so long as the Developer in good faith shall contest the validity or amount thereof and so long as such delay in payment shall not subject the Site or any portion thereof to forfeiture or sale.

M. 513 Release of Construction Covenants.

Upon the completion of all construction required to be completed by Developer on the Site Authority shall furnish Developer with a Release of Construction Covenants for the Site in the form attached hereto upon written request therefor by Developer. The Release of Construction Covenants shall be executed and notarized so as to permit it to be recorded in the office of the Recorder of Los Angeles County. A Release of Construction Covenants shall be and shall state that it constitutes conclusive determination of satisfactory completion of the construction and development of the improvements required by this Agreement upon the Site and of full compliance with the terms of this Agreement with respect thereto. A partial Release of Construction Covenants applicable to less than the entire Site shall not be permitted.

After the issuance of a Release of Construction Covenants any party then owning or thereafter purchasing leasing or otherwise acquiring any interest in the Site shall not because of such ownership purchase lease or acquisition incur any obligation or liability under this Agreement with respect to the Site except that such party shall be bound by the covenants encumbrances and easements contained in the Deed and the Regulatory Agreement attached hereto. After issuance of a Release of Construction Covenants the Authority shall not have any rights or remedies under this Agreement with respect to the Site except as otherwise set forth or incorporated in the Deed or the Regulatory Agreement.

Authority shall not unreasonably withhold a Release of Construction Covenants. If Authority refuses or fails to furnish a Release of Construction Covenants within thirty 30 days after written request from Developer or any entity entitled thereto Authority shall provide a written statement of the reasons Authority refused or failed to furnish a Release of Construction Covenants. The statement shall also contain Authoritys opinion of the action Developer must -42-01007.0305
1 I3559v2 401-407 E. Carson Housing Agreement

take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping or other minor so-called punch list items Authority will issue its Release of Construction Covenants upon the posting of a bond in an amount representing one hundred fifty percent 150% of the fair value of the work not yet completed or other assurance reasonably satisfactory to Authority.

A Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the improvements or any part thereof. Such Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093. Nothing herein shall prevent or affect Developers right to obtain a Certificate of Occupancy from the City before the Release of Construction Covenants is issued.

N. 513 Estoppels.

No later than thirty 30 days after the request of Developer or any holder of a mortgage or deed of trust Authority shall from time to time and upon the request of such holder execute and deliver to Developer or such holder a written statement of Authority that no default or breach exists or would exist with the passage of time or giving of notice or both by Developer under this Agreement ifsuch be the determination of the Authority and certifying as to whether or not Developer has at the date of such certification complied with any obligation of Developer hereunder as to which such holder may inquire. The form of any estoppel letter shall be prepared by the holder or Developer and shall be at no cost to Authority.

6. 600 USES AND MAINTENANCE OF THE SITE
A. 601 Uses of the Site.

The Developer covenants and agrees for itself its successors and assigns which covenants shall run with the land and bind every successor or assign in interest of Developer that during development of the Site pursuant to this Agreement and thereafter neither the Site nor the improvements nor any portion thereof shall be improved used or occupied in violation of any applicable governmental restrictions or the restrictions of this Agreement. Furthermore Developer and its successors and assigns shall not initiate maintain commit or permit the maintenance or commission on the Site or in the improvements or any portion thereof of any nuisance public or private as now or hereafter defined by any statutory or decisional law applicable to the Site or the improvements or any portion thereof. Developer further covenants and agrees on behalf of itself and its successors and assigns to devote use operate and maintain the Site in accordance with this Agreement the Authority Deed of Trust the Notice of Affordability Restrictions and the Authority Regulatory Agreement and the other documents recorded against the Site pursuant to the provisions of this Agreement.

Notwithstanding anything to the contrary or that appears to be to the contrary in this Agreement Developer hereby covenants on behalf of itself and its successors and assigns which covenants shall run with the land and bind every successor and assign in interest of Developer that Developer and such successors and assigns shall use the Site solely for the purpose of constructing maintaining and operating a project meeting the requirements and -43-01007.0305.113559v2 401-407 E. Carson I
lousing Agreement

restrictions of this Agreement including without limitations restriction of the rental and occupancy of the Residential Units only to Qualified Tenants for a rent not in excess of an Affordable Rent for the period specified herein.
1 Ceremonies. To ensure proper protocol and recognition of the Authority Board members Developer shall cooperate with Authority staff in the organization of any Project-related groundbreakings grand openings or any such inaugural events or ceremonies sponsored by Developer to celebrate the development which is the subject of this Agreement.

Additionally Developer shall allow Authority to place appropriate signage reflecting Authoritys participation in the Project on Site. Said signage shall be placed on the Site upon approval of this Agreement and shall remain onsite until the commencement of the operation of the Project B. 602 Affordable Housing.
1 Construction of Affordable Housing. The Developer covenants and agrees to construct forty 40 Residential Units in conformity with the Scope of Development.

All of the Residential Units shall be restricted to rental at an Affordable Rent as described herein. The location size and specifications of the Residential Units shall be as set forth in the Scope of Development and as further designated by the Authority. All Residential Units shall be subject to and shall be leased in compliance with the tenant selection criteria described in the Authority Regulatory Agreement.
2 Residential Unit Requirements. All Residential Units constructed pursuant to this Agreement shall be occupied at all times only by the household of the Qualified Tenant who has rented that Residential Unit. Developer covenants to cooperate with Authority in taking all steps necessary to implement this requirement with respect to all Qualified Tenants.

The restrictions upon rental and use of each Residential Unit shall continue for a period of fifty-five55 years from Completion.
3 Leasing of Residences by Developer.
a Marketing Program. Prior to the deadline specified in the Schedule of Performance Developer shall prepare and obtain Authoritys approval which shall not be unreasonably withheld of a marketing and leasing program Approved Marketing Program for the selection of tenants for the Residential Units at the Project. The Residential Units shall thereafter be marketed in accordance with the Approved Marketing Program as the same may be amended by Developer from time to time with Authoritys prior written approval which shall not be unreasonably withheld.

Quarterly during the initial lease-up period and annually thereafter Developer shall provide Authority with a report with respect to Residential Units under lease leases in default the status of implementation of the Approved Marketing Program and such other information as Authority may reasonably request. Authority agrees to exercise reasonable efforts to assist Developer in connection with implementation of the Approved Marketing Program provided Authority shall not be under any obligation to incur any out-of-pocket expenses in connection therewith. -44-01007.0305.113559v2 401-407 E. Carson Housing Agreement

b Restricted Residences. As set forth above each of the Residential Units shall be rented to a Qualified Tenant for a rental rate which does not exceed an Affordable Rent for the applicable Residential Unit.
c Annual Tenancy Report. Developer shall provide Authority annually by January 31 with a report on Project occupancy for each Residential Unit including information concerning the number of months during which each Residential Unit was occupied and the income category of each tenant household occupying a Residential Unit. The annual report and Developers records related to each tenancy shall be subject to inspection and audit upon Authoritys written request.

C. 603 Nondiscrimination in Employment.

The Developer covenants and agrees for itself its successors and assigns and any successor-in-interest to the Site or part thereof that all persons employed by or applying for employment by it its affiliates subsidiaries or holding companies and all subcontractors bidders and vendors are and will be treated equally by Developer without regard to race color religion ancestry national origin sex age pregnancy childbirth or related medical condition medical condition cancer related or physical or mental disability and in compliance with Title VII of the Civil Rights Act of 1964 42 U.S.C. 200 et seq. the Federal Equal Pay Act of 1963 29 U.S.C. 206d the Age Discrimination in Employment Act of 1967 29 U.S.C. 62 1 et seq. the Immigration Discrimination in Employment Act of 1967 29 U.S.C. 62I et seq. the Immigration Reform and Control Act of 1986 8 U.S.C. 1324b et seq. 42 U.S.C. 1981 the California Fair Employment and Housing Act California Government Code 12900 et seq. the California Equal Pay Law California Labor Code 1197.5 California Government Code 11135 the Americans with Disabilities Act 42 U.S.C. 12101 et seq. and all other anti-discriminationlaws and regulations for the United States and the State of California as they now exist or may hereafter be amended.

D. 604 Nondiscrimination and Nonsegregation.

Developer covenants and agrees for itself its successors and assigns and any successor-in-interestto the Site or part thereof that is shall abide by the following provisions 1 Obligation to Refrain from Discrimination. Developer shall refrain from restricting the rental sale lease sublease transfer use development occupancy tenure or enjoyment of the Site orany part thereof on the basis of race color creed religion sex marital status ancestry national origin familial status physical disability mental disability or medical condition including but not limited to Acquired Immune Deficiency Syndrome AIDS the Human Immune Deficiency Virus HIV or condition related thereto of any person or group of persons and shall comply with the applicable anti-discrimination provisions of the Americans with Disabilities Act 42 U.S.C. 12101 et seq. and the California Fair Employment and Housing Act Cal. Government Code 12900 et seq. as they exist on the date of this Agreement or as they may thereafter be amended repealed and reenacted or otherwise modified.

They shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection location number use or occupancy of tenants lessees subtenants sublessees or vendees in the land herein conveyed. -45-01007.0305.113559v2 401-407 E. Carson Housing Agreement

2 Nondiscrimination and Nonsegregation Clauses. Any deeds leases or contracts which are proposed to be or which are entered into with respect to the rental sale lease sublease transfer use development occupancy tenure or enjoyment of the Site or any part thereof shall be subject to and shall expressly contain nondiscrimination or nonsegregation clauses in substantially the following form a In Deeds. The grantee herein covenants by and for itself its successors and assigns and all persons claiming under or through them that it shall comply with the applicable anti-discrimination provisions of the Americans with Disabilities Act 42 U. S. C. 12101 et seq. and the California Fair Employment and Housing Act Cal. Government Code 12900 et seq. as they currently exist or as they may thereafter be amended repealed and reenacted or otherwise modified and that there shall be no discrimination against or segregation of any person or group or persons on account of race color creed religion sex marital status ancestry national origin familial status physical disability mental disability or medical condition including but not limited to Acquired Immune Deficiency Syndrome AIDS the Human Immune Deficiency Virus HIV or condition related thereto in the rental sale lease sublease transfer use occupancy tenure of the land herein conveyed nor shall the grantee itself or any person claiming under or through it establish or permit any such practice or practices or discrimination or segregation with reference to the selection location number use or occupancy or tenants lessees subtenants sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. b In Leases. The lessee covenants by and for itself its successors and assigns and all persons claiming under or through them that it shall comply with the applicable anti-discrimination provisions of the Americans with Disabilities Act 42 U.S.C. 12101 et seq. and the California Fair Employment and Housing Act Cal. Gov.

Code 12900 et seq. as they currently exist or as they may thereafter be amended repealed and reenacted or otherwise modified and that there shall be no discrimination against or segregation of any person or group or persons on account of race color creed religion sex marital status ancestry national origin familial status physical disability mental disability or medical condition including but not limited to Acquired Immune Deficiency Syndrome AIDS the Human Immune Deficiency Virus HIV or condition related thereto in the rental sale lease sublease transfer use occupancy tenure of the land herein conveyed nor shall the grantee itself or any person claiming under or through it establish or permit any such practice or practices or discrimination or segregation with reference to the selection location number use or occupancy or tenants lessees subtenants sublessees or vendees in the premises herein leased. c In Contracts. There shall be no discrimination against or segregation of any person or group or persons on account of race color creed religion sex marital status ancestry national origin familial status physical disability mental disability or medical condition including but not limited to Acquired Immune Deficiency Syndrome AIDS the Human Immune Deficiency Virus HIV or condition related thereto in the rental sale lease sublease transfer use occupancy tenure of the land or premises affected by this instrument nor shall the contracting or subcontracting party or parties or other transferees under this instrument or any person claiming under -46-01007.0305.113559v2 401-407 E. Carson Housing Agreement

or through it violated the applicable anti-discrimination provisions of the Americans with Disabilities Act 42 U.S.C. 12101 et seq. and the California Fair Employment and Housing Act Cal. Gov. Code 12900 et seq. as they currently exist or as they may thereafter be amended repealed and reenacted or otherwise modified nor establish or permit any such practice or practices or discrimination or segregation with reference to the selection location number use or occupancy of tenants lessees subtenants sublessees or vendees of the land. This provision shall obligate the contracting and subcontracting party or parties and other transferees under this instrument or any person claiming under or through it.

E. 605 Maintenance of Improvements.

Developer covenants and agrees for itself its successors and assigns and every successor in interest to the Site or any part thereof that after Authoritys issuance of its Release of Construction Covenants the Developer shall be responsible for maintenance of all improvements that may exist on the Site from time to time including without limitation buildings parking lots lighting signs and walls in reasonable condition and repair and shall keep the Site free from any accumulation of debris or waste materials. The Developer shall also maintain all landscaping required pursuant to Developers approved landscaping plan in a healthy condition including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land in accordance with and for the term of the Authority Regulatory Agreement. Developers further obligations to maintain the Site and Authoritys remedies in the event of Developers default in performing such obligations are set forth in the Authority Regulatory Agreement. Developer hereby waives any notice public hearing and other requirements of the public nuisance laws and ordinances of the City that would otherwise apply except as specified in said Authority Regulatory Agreements. Upon the sale of any portion of the Site Developer but not Developers successor shall be released from the requirements imposed by this Section and the financial liability therefor as to the portion of the Site conveyed.

F. 606 Notice of Affordability Restrictions.

Prior to and as a condition of Closing of Escrow upon the Site the Developer shall submit for recordation upon the Site a Notice of Affordability Restrictions drafted to provide notice to prospective occupants or owners of the Site that this Agreement and the Related Agreements affect title to the Property such that the Site is restricted to Qualified Tenants of Low Lower Very Low or Extremely Low Income who are Senior Citizens. Reference should be made to the Regulatory Agreement for a more detailed description of all matters described in the Notice. The Notice of Affordability Restrictions shall be in a form approved by the Authority Attorney which approval shall not be unreasonably withheld delayed or conditioned.

G. 607 Effect of Covenants.

Authority is deemed a beneficiary of the terms and provisions of this Agreement and of the restrictions and covenants running with the land whether appearing in the Authority Deed of Trust the Guaranty the Notice of Affordability Restrictions or the Authority Regulatory Agreement for and in its own right for the purposes of protecting the interests of the community -47-01007.0305.113559v2 401-407 E. Carson Housing Agreement

in whose favor and for whose benefit the covenants running with the land have been provided.

The covenants in favor of Authority shall run without regard to whether Authority has been remains or is an owner of any land or interest therein in the Site and shall be effective as both covenants and equitable servitudes against the Site. Authority shall have the right ifany of the covenants set forth in this Agreement which are provided for its benefit are breached to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. With the exception of the City and the Successor Agency no other person or entity shall have any right to enforce the terms of this Agreement under a theory of third-party beneficiary or otherwise. The covenants running with the land and their duration are set forth in the Deed and the Regulatory Agreement.

H. 608 Prohibition Against Change in Management and Control of Developer.
1 Until Completion the qualifications and identity of Developer are of particular concern to the Authority. It is because of those qualifications and that identity that the Authority has entered into this Agreement with Developer. Accordingly until Completion no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. 2 Except where authorized by this Agreement prior to Completion Developer shall not assign all or any part of this Agreement without the prior written approval of the Authority nor shall there be any material change in the management or control of Developer without the prior written approval of the Authority. Nothing in this Agreement shall prohibit Developer from admitting an investor limited partner into Developer nor prohibit the investor limited partner from exercising any rights or remedies it may have in the partnership agreement
of Developer as it may be amended and the Authority hereby consents to such actions. 3 If in violation of this Section there is an assignment of this Agreement or a material change in the management or control of Developer of which the Authority does not approve the Authority may take such reasonable action as Authority may deem appropriate to ensure that the purposes of this Agreement will be carried out including without limiting the generality of the foregoing terminating this Agreement and exercising any rights set forth in this Agreement.

1. 609 Regulatory Agreements and Declaration of Restrictive Covenants.

The Regulatory Agreement shall be recorded against the Site prior to any occupancy by a Qualified Tenant. The Regulatory Agreement shall run with title to the Site shall be binding upon the Developer its successors and its assigns and shall be in a form substantially similarin all material respects to the form of the Regulatory Agreement set forth in Attachement -48-01007.0305113559v2 401-407 E. Carson Housing Agreement

7. 700 SPECIAL PROVISIONS
A. 701 Compliance with LIHTC Requirements.

If reasonable changes to this Agreement are required by the entities providing LIHTC pursuant to Section 401 the parties agree to effectuate such changes in order to be in compliance with the requirements. The Executive Director is authorized without further approval of the Authority to make changes to this Agreement and the Related Agreement as required to satisfy the requirements described herein.

8. 800 DEFAULTS REMEDIES AND TERMINATION
A. 801 Defaults Right to Cure and Waivers.

Failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement but only ifthe party who so fails or delays. does not commence to cure correct or remedy such failure or delay within thirty 30 days after receipt of a written notice specifying such failure or delay and does not thereafter prosecute such cure correction or remedy with diligence to completion.

The injured party shall give written notice of default to the party in default specifying the default complained of by the injured party. Except as required to protect against further damages the injured party may not institute proceedings against the party in default until thirty

30.days after giving such notice unless the default cannot be reasonably cured within such thirty days in which case the defaulting party shall have a reasonable time to effect such cure so long as the defaulting party is diligently acting to do so in as timely a fashion as is reasonable.

Failure or delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

Developers limited partner shall have the right but not the obligation to cure any default of Developer under this Agreement and Authority agrees to accept any cure tendered by Developers limited partner on behalf of Developer within the cure periods stated in this section.

Except as otherwise provided in this Agreement waiver by either party of the performance of any covenant condition or promise shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant condition or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it
may deem necessary to protect assert or enforce any such rights or remedies.

B. 802 No Waiver.

Failure to insist on any one occasion upon strict compliance with any of the terms covenants or conditions hereof shall not be deemed a waiver of such term covenant or condition nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or -49-01007.0305.113559v2 401-407 E. Carson I
lousing Agreement

more times be deemed a waiver or relinquishment of such other right or power at any other time or times.

C. 803 Legal Actions.
1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the requirements of Section 801 either party may institute legal action to cure correct or remedy any default to recover damages for any default or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of the County of Los Angeles State of California in any other appropriate court in that county or in the Federal District Court in the Central District of California. 2 Applicable Law and Forum. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 Acceptance of Service of Process. In the event that any legal action is commenced by Developer against Authority service of process on Authority shall be made by personal service upon the Executive Director or Secretary of Authority or in such other manner as may be provided by law.

In the event that any legal action is commenced by Authority against Developer service of process on Developer shall be made in such manner as may be provided by law and shall be valid whether made within or outside of the State of California.

D. 804 Rights and Remedies are Cumulative.

Except as otherwise expressly stated in this Agreement the rights and remedies of the parties are cumulative and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it at the same or different times of any other rights or remedies for the same default or any other default by the other party.

E. 805 Specific Performance.

In addition to any other remedies permitted by this Agreement if either party defaults hereunder by failing to perform any of its obligations herein each party agrees that the other shall be entitled to the judicial remedy of specific performance and each party agrees subject to its reserved right to contest whether in fact a default does exist not to challenge or contest the appropriateness of such remedy. In this regard Developer specifically acknowledges that Authority is entering into this Agreement for the purpose of assisting in the redevelopment of the Site and not for the purpose of enabling Developer to speculate with land.

F. 806 Attorneys Fees.

If either party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties agreement to or performance of this Agreement or is made a party to any such action or proceeding by the Escrow Agent or other third party such that the parties hereto are adversarial the prevailing party as between the Developer and Authority only in such action or proceeding in addition to any other relief which may be -50-010070305.113559v2 401-407 E. Carson Housing Agreement

granted whether legal or equitable shall be entitled to reasonable attorneys fees from the other.

As used herein the prevailing party shall be the party determined as such by a court of law pursuant to the definition Code of Civil Procedure Section 1032a4 as it may be subsequently
amended. Attorneys fees shall include attorneys fees on any appeal and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

G. 807 Termination After Closing.
1 Termination By Authority. The Authority may terminate this Agreement upon the occurrence of any of the following events a Developer or any successor in interest assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement b Developer or any successor in interest becoming insolvent or Developer or any successor in interest voluntarily or involuntarily making an assignment or transfer for the benefit of creditors other than the Authority and/or the voluntary or involuntary appointment of a receiver custodian liquidator or trustee of Developers property and/or the Site
c Developer is in Default of this Agreement or any of the agreements relating to the tax credits or any other financing for the Project and fails to cure such Default within the time set forth in Section 801 or
d
e Developer is unable to obtain Construction Financing or secure Tax Credits after making four 4 consecutive applications.

If after the occurrence of any of the above-entitled events the Authority elects in its sole discretion to terminate this Agreement then all rights of Developer and any person or entity claiming by or through Developer arising under this Agreement or with regard to the Site as may arise under this Agreement shall immediately cease and be terminated except that any obligations of the Developer to indemnify or reimburse the Authority shall continue in full force and effect and the Authority shall have all of the remedies to enforce a breach or a Default of this Agreement as may be provided hereunder and under the law. 2 Termination by Developer. In the event that the Developer is not in Default under this Agreement Developer may terminate this Agreement upon the occurrence of any of the following
a Authority is in Default of any material provision of this Agreement and failsto cure such Default within the time set forth in Section 801 or -51-01007.0305.113559v2 401-407 E. Carson Housing Agreement

b Authority fails to fund the Authority Loan at the time and in the amounts required by this Agreement.
3 Limitations Imposed by Senior Financing. Notwithstanding anything to the contrary contained in this Agreement or in the Related Agreements the rights of the parties to declare defaults hereunder and exercise their respective rights and remedies described herein or in the Related Agreements shall be subject in all cases to the conditions and limitations imposed thereon by the Senior Financing. In the event of any conflict between the rights and remedies of the parties provided under this Agreement or the Related Agreements and the limitations on such rights and remedies under any subordination or intercreditor agreement entered into in connection with the Senior Financing documents such limitations shall be deemed controlling provided they are consistent with the standard requirements imposed by Fannie Mae or Freddie Mac as applicable on subordinate cash flow obligations.

9. 900 GENERAL PROVISIONS
A. 901 Notices Demands and Communications Between the Parties.

Except as expressly provided to the contrary herein any notice consent report demand document or other such item to be given delivered furnished or received hereunder shall be deemed given delivered furnished and received when given in writing and personally delivered to an authorized agent of the applicable party or upon delivery by the United States Postal Service first-class registered or certified mail postage prepaid return receipt requested or by a national overnight courier such as Federal Express at the time of delivery shown upon such receipt or by facsimile ifsuch facsimile is followed by a notice sent out the same day by mail in any case delivered to the address addresses and persons as each party may from time to time by written notice designate to the other and who initially are Authority Carson Housing Authority
701 East Carson Street
Carson CA 90745
Attn Executive Director
Copy to Aleshire Wynder LLP
18881 Von Karman Avenue Suite 1700
Irvine CA 92612
Attn
Developer East Carson 11 Housing Partners L.P.
18201 Von Karman Avenue Suite 900
Irvine CA 92612
Attn William A. Witte
Phone
Fax
Copy to Cox Castle Nicholson LLP
555 California Street 10th Floor
-52-01007.0305.113559v2 401-407 E. Carson Housing Agreement

San Francisco CA 94104
Attention OferElitzur
B. 902 Nonliability of City and Authority Officials and Employees Conflicts of Interest Commissions.
1 Personal Liability. No member official employee agent or contractor of City or Authority shall be personally liable to Developer in the event of any default or breach by Authority or for any amount which may become due to Developer or on any obligations under the terms of the Agreement provided it is understood that nothing in this Section 902 is intended to limit Authoritys liability.
2 Financial Interest. No member official employee or agent of City or Authority shall have any financial interest direct or indirect in this Agreement nor participate in any decision relating to this Agreement which is prohibited by law. 3 Commissions. Neither the Authority nor the Developer has retained any broker or finder or has paid or given and will not pay or give any third person any money or other consideration for obtaining this Agreement. No party shall be liable for any real estate commissions brokerage fees or findersfees which may arise from this Agreement and each party agrees to hold the other harmless from any claim by any broker agent or finder retained by such party.
4 Nonliability of Partners of Developer. Other than as required by the Guaranty no partner of Developer or member shareholder partner officer director employee agent or attorney of any partner of Developer shall be personally liable to Authority in the event of any default or breach by Authority or for any amount which may become due to Authority or on any obligations under the terms of the Agreement.

C. 903 Enforced Delay Extension of Times of Performance.

Time is of the essence in the performance of this Agreement. Notwithstanding the foregoing in addition to specific provisions of this Agreement performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war insurrection strikes lock-outs riots systemic failure of the financial markets floods earthquakes fires casualties supernatural causes acts of the public enemy epidemics quarantine restrictions freight embargoes lack of transportation subsurface conditions on the Site and unknown soils conditions governmental restrictions or priority litigation unusually severe weather acts of the other party acts or the failure to act of a public or governmental agency or entity except that acts or the failure to act of Authority or City shall not excuse performance by Authority unless the act or failure is caused by the acts or omissions of Developer or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay herein Enforced Delay the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay and shall commence to run from the time of the commencement of the cause -53-01007.0305.113559v2 401-407 E. Carson Housing Agreement

provided notice by the party claiming such extension is sent to the other party within ten 10 days of the commencement of the cause.

The following shall not be considered as events or causes beyond the control of Developer and shall not entitle Developer to an extension of time to perform iDevelopers failure to obtain financing for the Project except as provided in Section 401 iiDevelopers failure to negotiate agreements with prospective users for the Project or iii changes in economic conditions.

Times of performance under this Agreement may also be extended by mutual written agreement by Authority and Developer. The Executive Director of Authority shall have the authority on behalf of Authority to approve extensions of time not to exceed a cumulative total of one hundred eighty 180 days with respect to the development of the Site.

D. 904 Books and Records.
1 Developer to Keep Records. Developer shall prepare and maintain all books records and reports necessary to substantiate Developers compliance with the terms of this Agreement or reasonably required by the Authority. 2 Right to Inspect. Either party shall have the right upon not less than seventy-two 72 hour notice at all reasonable times to inspect the books and records of the other party pertaining to the Site as pertinent to the purposes of this Agreement. 3 Ownership of Documents. Copies of all drawings specifications reports records documents and other materials prepared by Developer its employees agents and subcontractors in the performance of this Agreement which documents are in the possession of Developer and are not confidential shall be delivered to Authority upon request in the event of a termination of this Agreement however Developer shall be entitled to reimbursement from Authority for the cost to prepare any drawings specifications reports records documents and other materials prepared by Developers subcontractors as a result of the exercise by Authority of its rights hereunder. Any drawings specifications reports records documents and other materials prepared by Developers subcontractors shall be delivered without representation or warranty by Developer. The Authority shall have an unrestricted right to use such documents and materials as if it were in all respects the owner of the same.

Developer makes no warranty or representation regarding the accuracy or sufficiency of such documents for any future use by Authority and Developer shall have no liability therefor.

E. 905 Assurances to Act in Good Faith.

Authority and Developer agree to execute all documents and instruments and to take all action including making a deposit of funds in addition to such funds as may be specifically provided for herein and as may be required in order to consummate conveyance and development of the Site as herein contemplated and shall use their best efforts to accomplish the closing and subsequent development of the Site in accordance with the provisions hereof.

Authority and Developer shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval.
-54-01007.0305.113559v2 401-407 E. Carson Housing Agreement

F. 906 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes all documents incorporated herein by reference as though fully set forth herein.

G. 907 Entire Agreement Waivers and Amendments.

This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement unless specified otherwise herein must be in writing and signed by the appropriate authorities of Authority or Developer as applicable and all amendments hereto must be in writing and signed by the appropriate authorities of Authority and Developer.

H. 908 Severability.

In the event any term covenant condition provision or agreement contained herein is held to be invalid void or otherwise unenforceable by any court of competent jurisdiction such holding shall in no way affect the validity or enforceability of any term covenant condition provision or agreement contained herein.

1. 909 Time for Acceptance of Agreement by Authority.

This Agreement when executed by Developer and delivered to Authority must be authorized executed and delivered by Authority after consideration at a public hearing. After execution by Developer this Agreement shall be considered an irrevocable offer until such time as Authority is authorized to execute and deliver the Agreement.

J. 910 Execution.
1 This Agreement may be executed in counterparts each of which shall be deemed to be an original and such counterparts shall constitute one and the same instrument. 2 Authority represents and warrants that iit is a Housing Authority duly organized and existing under the laws of the State of California iiby proper action of Authority Authority has been duly authorized to execute and deliver this Agreement acting by and through its duly authorized officers and iiithe entering into this Agreement by Authority does not violate any provision of any other agreement to which Authority is a party. 3 Developer represents and warrants that iit is duly organized and existing under the laws of the State of California iiby proper action of Developer Developer has been duly authorized to execute and deliver this Agreement acting by and through its duly. -55-01007.0305.113559v2 401-407 E. Carson Housing Agreement

authorized officers and iiithe entering into this Agreement by Developer does not violate any provision of any other agreement to which Developer is a party.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date of execution by the Authority.

CARSON HOUSING AUTHORITY
acting as the successor housing agency of the
CARSON REDEVELOPMENT AGENCY a
public body
fý
Date 0 /l -42
Chairman Jim Dear
ATTEST
Authority Secretary- onesia L. Gause CMC

APPROVED AS TO FORM

ALEESSI-IIIRE

WYNDER LLP
Authority Counsel

DEVELOPER
East Carson II Housing Partners L.P.
a California limited partnership
By Related/East Carson II Development Co.

LLC a California limited liability
company its
CV
Administrative Generatl Pa
By Cam./
William A. Witte President
End of Signatures
-56-01007.0305.113559v2 40 1407 E. Carson I
lousing Agreement

ATTACHMENT NO. I

SITE MAP
1 Site tap
01007/0305/I 13559.v2 Attachment No. I to
600 W. Carson Housing Agreement

ATTACHMENT NO. 2

LEGAL DESCRIPTION OF THE SITE
1 Legal Description of the Site
01007/0305/113 5 59 v2 Attachment No. 2 to
600 W. Carson dousing Agreement

ATTACHMENT NO. 3

SCHEDULE OF PERFORMANCE
Item To Be Performed Time for Performance
Developer shall apply for Tax Credit
financing.

Open Escrow for Authority Financing Within 10 days of Effective Date and Regulatory Recordings.

Developer approves or disapproves of Within 90 days of the Effective Date the condition of the Site.

Developer provides Authority with Within 90 days after award of Tax Credit allocations evidence of financial capability but priorto issuance of building permits commitment and lender.

Authority approves evidence of Within 30 days after receipt by Authority Financial Capability and lender.

Developer obtains an allocation of 9% No later than the date upon which TCAC announces low income housing tax credits. the award winners for the Developers consecutive TCAC application.

Developer obtains all necessary Within 180 days of an allocation of 9% low income Permits and approvals submits housing tax credits
certificates of insurance.

Deposits into Escrow by Authority
Payment for Authoritys share of On or before 100 p.m. on the last business day Escrow Costs and Funds for the preceding the Closing Date Closing Draw.

Deposits into Escrow by Developer
The Executed Regulatory Agreement On or before 100 p.m. on the last business date Deed of Trust Notice of Affordability preceding the Closing Date Restrictions Authority Note and
Guaranty.

Payment for Developers Share of On or before 100 p.m. on the last business date Escrow Costs. preceding the Closing Date
Schedule of Performance
01007/0305/1 13559v2 Attachment No. 3 to
600 W. Carson Housing Agreement

Item To Be Performed Time for Performance
Certificates evidencing insurance. Prior to closing site preparation or construction Authority or Developer as case may Within 30 days after date established therefore or be may cure any condition to closing date of breach as the case may be disapproved or waived or may cure
any default.

Close of Escrow. Within 180 days of an allocation of 9% low income housing tax credits
Authority disburses Authority After verification that work is completed and within Financial Assistance to Developer the amounts allocated for each phase pursuant to submittal and
reimbursement requirements in Section
404.

Developer completes construction of Within eighteen 18 months after issuance of the improvements on the Site. building permit.

Developer submits its marketing and
leasing program to the Agency.

Authority issues Certificate of Within 30 days of written request by Developer and Completion for the Site. Developers satisfactory completion of all improvements on the Site.

It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement the text shall govern.

The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Developer and Authority. A failure by either party to enforce a breach of any particular time provision shall not be construed as a waiver of any other time provision. The Executive Director of Authority shall have the authority to approve extensions of time not to exceed a cumulative total of twelve 12 months. 2 Schedule of Performance
01007/0305/I 13559.v2 Attachment No.3 to
600 W. Carson Housing Agreement

ATTACHMENT NO.4

SCOPE OF DEVELOPMENT
The Developer will build a 40-unit affordable housing community on a 1.07-acre site located at 401-409 E. Carson Street. The proposed project is for Phase 2 of the Via 425 Apartments. The existing driveway for Phase I will be shared with the proposed project. The proposed project will resemble Phase I in architecture and design and includes a podium-level courtyard and 86 parking spaces including 71 spaces within an interior parking garage.

Project Budget
01007.0305.1 13559v
I
Attachment No. 5 to
600 W. Carson Housing Agreement

ATTACHMENT NO. 6

RELEASE OF CONSTRUCTION COVENANTS

FREE RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
Attention
Space Above This Line for Recorders Office Use Only

RELEASE OF CONSTRUCTION COVENANTS
WHEREAS by an Affordable Housing Financing Disposition and Development Agreement Agreement dated 2012 between and among the CARSON HOUSING AUTHORITY Authority and a California
Developer Developer has agreed to develop a residential apartment complex Project on the Site as such term is defined in the Agreement WHEREAS as referenced in the Agreement Authority shall furnish Developer with a Release of Construction Covenants upon completion of construction and development which release shall be in such form as to permit it to be recorded in the Los Angeles Official Records of the County Clerk of the County of Los Angeles California and WI-IEREAS Developer has requested that Authority furnish Developer with the Release of Construction Covenants for the Site more particularly described on Exhibit A attached hereto and incorporated herein by reference the Site and WHEREAS the Agreement provided for certain covenants to run with the land which covenants were incorporated in the Authority Regulatory Agreement as those terms are defined in the Agreement and
WHEREAS such Release of Construction Covenants shall constitute a conclusive determination by Authority of the satisfactory completion by Developer of the construction and development required by the Agreement and of Developers full compliance with the terms of the Agreement with respect to such construction and development but not of the Authority Regulatory Agreement the provisions of which shall continue to run with the land pursuant to their terms and
WHEREAS Authority has conclusively determined that the construction and development on the Site required by the Agreement has been satisfactorily completed by Developer in full compliance with the terms of the Agreement.

I
.Attachmen No. 6 to
Release of Construction 600 W. Carson Housing Agreement Covenants
01007.0305.113559v1

NOW THEREFORE
I. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement.

2. This Release shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer and its successors and assigns to construct the improvements and the dates for the beginning and completion thereof.

3. This Release shall not constitute evidence of Developers compliance with the Authority Regulatory Agreement the Guaranty or the Authority Deed of Trust the provisions of which shall continue to run with the land.

4. This Release shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the improvements or any part thereof.

5. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093.

6. Except as stated herein nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein.

IN WITNESS WHEREOF the Authority has executed this Release of Construction Covenants this day of

CARSON HOUSING AUTHORITY
acting as the successor housing agency of the
CARSON REDEVELOPMENT AGENCY a
public body
By
Executive Director
ATTEST
By
Authority Secretary Donesia L. Gause CMC
Attachment No. 6 to
Release of Construction
2 600 W. Carson Housing Agreement
Covenants
01007.0305.113559v1

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me
a Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal
Attachment No. 6 to
Release of Construction
3 600 W Carson lousing Agreement
Covenants
01007.0305.113559x1

EXHIBITA

DESCRIPTION OF SITE
That certain real property located in the City of Carson County of Los Angeles State of California more particularly described as
To Be Inserted
4 Attachment No. 6 to
Release of Construction 600 W. Carson Housing Agreement Covenants
01007.0305.113559vt

ATTACHMENT NO. 7

GRANT DEED

FREE RECORDING REQUESTED BY AND

AFTER RECORDATION RETURN TO
XXX
XXX
XXX
Attn XXX
Space Above This Line For Recorders Office Use Only

GRANT DEED
For valuable consideration the receipt of which is hereby acknowledged THE CARSON HOUSING AUTHORITY a municipal corporation of the State of California Grantor acting to carry out its functions under the housing law of the State of California hereby grants to a California Grantee the real property Site
legally described in Exhibit Aattached hereto and incorporated herein by this reference.

As conditions of this conveyance the Grantee covenants by and for itself and any successors in interest for the benefit of the Grantee and the City of Carson Cityas follows

1. Governing Documents. The Site is conveyed pursuant to anAffordable Housing Financing Disposition and Development Agreement Housing Agreement entered into between and among Grantor and Grantee dated 2012.

2. Counterparts. This Grant Deed may be executed in any number of counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

3. Non-Discrimination. The Grantee herein covenants by and for itself its successors and assigns and all persons claiming under or through them that it shall comply with the applicable anti-discrimination provisions of the Americans with disabilities Act 42 U.S.C. 12101 et seq. and the California Fair Employment and Housing Act Cal. Government Code 12900 et. seq. as they currently exist or as they may thereafter be amended repealed and reenacted or otherwise modified and that there shall be no discrimination against or segregation of any person or group or persons on account of race color creed religion sex marital status ancestry national origin familial status physical disability mental disability or medical condition including but not limited to Acquired Immune Deficiency Syndrome AIDS the Human Immune Deficiency Virus HIV or condition related thereto in the rental sale lease sublease transfer use occupancy tenure of the land herein conveyed nor shall the I
Grant Deed
01007 0305
1 13559vl
Attachment No. 7 to
600 W. Carson Housing Agreement

grantee itself or any person claiming under or through it establish or permit any such practice or practices or discrimination or segregation with reference to the selection location number use or occupancy or tenants lessees subtenants sublessees or vendees in the land herein conveyed.

The foregoing covenants shall run with the land.

4. Form of Nondiscrimination Clauses in Agreements. Subject to the tenancy/occupancy restrictions not prohibited by federal law the following shall apply Grantee shall refrain from restricting the rental sale or lease of any portion of the Site on the basis of race color creed religion sex marital status age physical or mental disability ancestry or national origin of any person. All such deeds leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses a. Deeds In deeds the following language shall appear The grantee herein covenants by and for itself its heirs executors administrators and assigns and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race color creed religion sex marital status age physical or mental disability ancestry or national origin in the sale lease rental sublease transfer use occupancy tenure or enjoyment of the land herein conveyed nor shall the grantee itself or any persons claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection location number use or occupancy of tenants lessees subtenants sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.
b. Leases In leases the following language shall appear The lessee herein covenants by and for itself its heirs executors administrators successors and assigns and all persons claiming under or through them and this lease is made and accepted upon and subject to the following conditions That there shall be no discrimination against or segregation of any person or group of persons on account of race color creed religion sex marital status age physical or mental disability ancestry or national origin in the leasing subleasing renting transferring use occupancy tenure or enjoyment of the land herein leased nor shall the lessee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection location number use or occupancy of tenants lessees sublessees subtenants or vendees in the land herein leased. c. Contracts In contracts the following language shall appear There shall be no discrimination against or segregation of any person or group of per-sons on account of race color creed religion sex marital status age physical or mental disability ancestry or national origin in the sale. lease rental sublease transfer use occupancy tenure or enjoyment of the land. nor shall the transferee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to 2 Grant Deed
01007.0305.113559v1
Attachment No. 7 to
600 W. Carson Housing Agreement

the selection location number use or occupancy of tenants lessees subtenants sublessees or vendees of the land.

The foregoing covenants shall remain in effect in perpetuity.

IN WITNESS WHEREOF the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized this day of 20_.

GRANTOR

CARSON HOUSING AUTHORITY
acting as the successor housing agency of the
CARSON REDEVELOPMENT AGENCY a
public body
By
Date Chairman James L. Dear
ATTEST
By
Authority Secretary Donesia L. Gause CMC

APPROVED AS TO FORM

ALESHIRE WYNDER LLP
Authority Counsel
3 Grant Deed
01007 0305.113559v1
Attachment No. 7 to
600 W. Carson Housing Agreement

By its acceptance of this Grant Deed Grantee hereby agrees as follows I Grantee expressly understands and agrees that the terms of the Grant Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantees successors and assigns.

2. The provisions of this Grant Deed are hereby approved and accepted.

GRANTEE
XXX.
a California
By
XXX
4 Grant Deed
01007.0305.1135590
Attachment No. 7 to
600 W. Carson Housing Agreement

EXHIBIT A

LEGAL DESCRIPTION OF SITE
To Be Inserted
5 Grant Deed
01007.0305.113559v1
Attachment No. 7 to
600 W. Carson Housing Agreement

ATTACHMENT NO. 8

REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS AND RESTRICTIONS

FREE RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

CARSON HOUSING AUTHORITY
701 E. Carson Street
Carson CA 907452
Attn Executive Director
Space Above This Line for Recorders Office Use Only

REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS AND RESTRICTIONS

THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS Agreement is made and entered into this day of 20_ by and between the CARSON HOUSING AUTHORITY a municipal corporation Authority the CITY OF CARSON a municipal corporation City and a California Owner.

RECITALS
A. Pursuant to an Affordable Housing Financing Disposition and Development Agreement between and among Authority and Owner dated 201_ Housing Agreement Authority has provided to Owner real property and financial assistance in the amount of Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446 collectively the Authority Assistance all for the purpose of assisting Owner in the development of an affordable housing complex as further described herein on that certain real property located at 409 E. Carson Street in the City of Carson County of Los Angeles State of California more particularly described in Exhibit A attached hereto and incorporated herein by reference Site.

B. Pursuant to the Housing Agreement Owner has agreed to develop construct and maintain an affordable apartment complex with Forty 40 residential units Residential Unitsas well as laundry room tot lot and barbeque area and parking areas collectively the Project on the Site.

C. The Authority and the City have fee or easement interests in various streets sidewalks and other property within the City and are responsible for the planning and development of land within the City in such a manner so as to provide for the health safety and welfare of the residents of the City.

I
Regulatory Agreement
01007 0305.113559vI
Attachment No. 8 to
401-409. Carson Housing Agreement

D. Authority City and Owner now desire to place restrictions upon the use and operation of the Project to ensure that the Residential Units within the Project are leased continuously to Eligible Tenants during the term of this Agreement.

E. It is the intent of the parties that the title vested in Owner by the Grant Deed for the Site dated 20_ Grant Deed recorded concurrently herewith in Office of the County Recorder for the County of Los Angeles be subject to this Regulatory Agreement and that the terms hereof shall be binding on the Owner and its successors in interest in the Site for so long as this Regulatory Agreement shall remain in effect.

AGREEMENT
NOW THEREFORE the Owner City and Authority declare covenant and agree by and for themselves their heirs executors administrators and assigns and all persons claiming under or through them that the Site shall be held transferred encumbered used sold conveyed leased and occupied subject to the covenants and restrictions hereinafter set forth all of which are declared to be in furtherance of a common plan for the improvement and sale of the Site and are established expressly and exclusively for the use and benefit of the Authority the residents of the City and every person renting a Residential Unit on the Site.

A. DEFINITIONS.

The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary

1. Affordable Low Income Rent. The term Affordable Low Income Rent shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as set forth by Health Safety Code Section 50053 or its successor which is currently described in Health Safety Code Section 50079.5.

2. Affordable Moderate Income Rent. The term Affordable Moderate Income Rent shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as set forth by Health Safety Code Section 50053 and 50093.

3. Affordable Rent. The term Affordable Rent shall mean the monthly payments charged to and paid by tenants for the use and occupancy of a Residential Unit and facilities associated therewith including a reasonable allowance for utilities but shall not include any optional services provided by Owner to residents. Affordable Rent shall have the meaning prescribed for that term in Health and Safety Code 50053b and the regulations promulgated pursuant to or incorporated therein including without limitation any applicable regulations promulgated pursuant to Health and Safety Code 50093.

4. Affordable Very Low Income Rent. The term Affordable Very Low Income Rent shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as set forth by Health Safety Code Section 50053 and 50105.
2 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson I
lousing Agreement

5. Eligible Tenant. The term Eligible Tenant shall refer to a tenant who is a member of a not to exceed Moderate Income Very Low Income or a Low Income Household as applicable to the Restricted Unit.

6. Los Angeles County Median Income. The term Los Angeles County Median Income shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093 or its successor.

7. Low Income Tenant. The term Low Income Tenant shall mean those tenants whose household income does not exceed eighty percent 80% of the Los Angeles County Median Income.

8. Moderate Income Tenant. The term Moderate Income Tenant shall mean those tenants whose income does not exceed one hundred ten percent 110% of the area median income for Los Angeles County adjusted for applicable household size.

9. Property Manager. As used in this Agreement the term Property Manager shall refer to that entity to be designated by Owner and approved by Authority who shall be responsible for operating and maintaining the Project in accordance with the terms of this Agreement. Prior to Authoritys approval Owner shall act as Property Manager.

10. Resident Manager. The term Resident Manager shall refer to that individual orthose individuals who may reside in the Project and who are responsible for day-to-daymanagement of the Project.

11. Residential Unit. The term Residential Unit shall refer to any of the forty 40 residential units in the Project.

12. Restricted Unit. The term Restricted Unit shall refer to each of the thirty-nine 39 Residential Units which shall be reserved for Eligible Tenants.

13. Very Low Income Tenant. The term Very Low Income Tenant shall mean those tenants whose income does not exceed fifty percent 50% of the Los Angeles County Median Income.

B. RESIDENTIAL RENTAL PROPERTY. The Owner hereby agrees that the Project is to be owned managed and operated as a project for very low low and not to exceed moderate income residential rental purposes for a term equal to fifty-five 55 years commencing upon the date of the recordation of the Release of Construction Covenants for the Site in accordance with the Housing Agreement Term. To that end and for the term of this Agreement the Owner hereby represents covenants warrants and agrees as follows

1. Purpose. The Site is being acquired and the Project constructed for the purpose of providing very low low and not to exceed moderate income rental housing and the Owner shall own manage and operate the Project as a project to provide very low low and not 3 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

to exceed moderate income rental housing together with any functionally related and subordinate facilities.

2. Residential Use. None of the Residential Units in the Project will at any time be utilized on a transient basis or used as a hotel motel dormitory fraternity house sorority house rooming house nursing home hospital sanitarium or trailer court or park without the Authoritys prior consent which consent may be given or withheld in its sole and absolute discretion.

3. Conversion of Project. No part of the Project will at any time be owned by a cooperative housing corporation nor shall the Owner take any steps in connection with the conversion to such ownership or uses to condominiums or to any other form of ownership without the prior written approval of Authority which approval may be given or withheld in its sole and absolute discretion.

4. Preference to Eligible Tenants. All of the Residential Units will be available for rental in accordance with the terms of this Agreement and the Owner shall not give preference to any particular class or group in renting the Residential Units in the Project except to the extent that the Restricted Units are required to be leased or rented to Eligible Tenants and except as provided in Section C.6 below.

5. Resident Manager. One Residential Unit in the Project may be occupied by a Resident Manager.

6. Liability of Owner. Owner and Resident Manager shall not incur any liability under this Agreement as a result of fraud or intentional misrepresentation by a tenant.

C. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Owner hereby represents warrants and covenants as follows

1. Occupancy. Except as expressly provided herein throughout the term of this Agreement the occupancy of all of the Restricted Units in the Project shall be restricted to Eligible Tenants and qualified members of the Eligible Tenants household.

2. Expiration of Occupancy and Rent Restrictions. The Restricted Units shall be subject to the restrictions contained in this Section C for the Term of this Agreement.

All tenants residing in the Restricted Units during the final two 2 years of the Term shall be given notice of the expiration of the Term at least once every six 6 months during the final two years. After the expiration of the Term the rents payable on the Restricted Units may be raised to market rates.

3. Rental Ratcs.Owner hereby agrees to rent the units at the Project as follows
1-Bdrm 2-Bdrm 3-Bdrm Totals
Very-Low Income 0 2 2 4
4 Regulatory Agreement
01007.0305.1135590
Attachment No. 8 to
401-409. Carson Housing Agreement

CRL / 30% TCAC
Low Income CRL / 2 4 2 8
40%TCAC
Low Income CRL / 2 3 2 7
50% TCAC
Moderate Income 1 5 3 9
CRL / 50% TCAC
Moderate Income 3 6 3 12
CRL / 60% TCAC
Unrestricted 0 0 0 0
Managers Unit
Totals 8 20 12 40

4. Occupancy By Eligible Tenant. A Restricted Unit occupied by an Eligible Tenant shall be treated as occupied by an Eligible Tenant until such Restricted Unit is vacated by such tenant.

5. Income Computation Certificate. Prior to an Eligible Tenants occupancy of a Restricted Unit Owner shall obtain and maintain on file an Income Computation and Certification form which form shall be approved in advance by the Authority from each such Eligible Tenant dated prior to the date of initial occupancy in the Project by such Eligible Tenant. In addition the Owner will provide such further information as may be reasonably required in the future by the Authority. Owner shall use its best efforts to verify that the income provided by an applicant is accurate by taking the following steps as a part of the verification process iobtain three 3 pay stubs for the most recent pay periods iiobtain a written verification of income and employment from applicants current employer iiiobtain an income verification form from the Social Security Administration and/or California Department of Social Services ifthe applicant receives assistance from either Authority iv if an applicant is unemployed or did not file a tax return for the previous calendar year obtain other verification of such applicants income or v such other information as may be reasonably requested. A copy of each such Income Computation and Certification shall be provided to the Authority.

6. Rental Priority. During the term of this Agreement and to the extent allowed under applicable law and LIHTC restrictions Owner shall use its best efforts to lease vacant Restricted Units reserved for Eligible Tenants in the following order of priority i persons displaced by the Authority and entitled to a preference pursuant to California Health and Safety Code Section 33411.3 or successor statute with highest priority in this category to residents of Carson iiresidents of the City of Carson and iii other persons meeting the eligibility requirements of this Agreement. Owner shall and Authority may maintain a list the Housing List of persons who have filed a complete application with Owner to rent a Restricted Unit in the Project and who have incomes which would qualify them as an Eligible Tenant and Owner shall offer to rent appropriately-sized Restricted Units on the above-referenced
priority basis. Should multiple tenants be equally eligible and qualified to rent a Restricted Unit Owner shall rent available Restricted Units to Eligible Tenants on a first-come first-served basis.
5 Regulatory Agreement
01007.0305.113559v1
Attachment No.8 to
401-409. Carson Housing Agreement

7. Renting Vacant Units. When a Residential Unit becomes available as a result of a tenant vacation Owner shall rent the Residential Unit to an Eligible Tenant in accordance with Section C.6.

8. Income Recertification. Prior to the first anniversary date of the occupancy of a Restricted Unit by an Eligible Tenant and on each anniversary date thereafter Owner shall recertify the income of such Eligible Tenant by obtaining a completed Income Computation Certificate based upon the current income of each occupant of the Restricted Unit.

Owner shall provide the Authority with a copy of each such recertification with the next submission of Certificate of Continuing Program Compliance pursuant to Section C.9.

9. Certificate of Continuing Program Compliance. Upon the issuance of the Release of Construction Covenants and annually by January 31 of each year or at any time upon the written request of Authority Owner shall advise the Authority of the occupancy of the Project by delivering a Certificate of Continuing Program Compliance in the form attached hereto as Exhibit Bcertifying ithe number of Residential Units of the Project which were occupied or deemed occupied pursuant to Section C.l by an Eligible Tenant during the applicable time period and iito the knowledge of Owner either a no unremedied default has occurred under this Agreement or b a default has occurred in which event the Certificate shall describe the nature of the default and set forth the measures being taken by the Owner to remedy such default.

10. Maintenance of Records. Owner shall maintain materially complete and accurate records pertaining to the occupancy of the Residential Units and shall permit any duly authorized representative of the Authority to inspect the books and records pertaining to the occupancy of the Residential Units upon reasonable request.

11. Reliance on Tenant Representations. Each lease shall contain a provision to the effect that Owner has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the Residential Unit and that any material misstatement in such certification whether or not intentional will be cause for immediate termination of such lease.

12. Conflicts. The leasing priority provisions set forth in Section C.6 shall apply only in the event and to the extent such provisions are not in conflict with Internal Revenue Code provisions or IRS regulations Fair Housing Laws or other applicable law.

13. Authority Remedy For Excessive Rent Charge.
a. It shall constitute a default for Owner to charge or accept for a Residential Unit rent amounts in excess of the amount provided for in Section C.3 of this Agreement. In the event that Owner charges or receives such higher rental amounts in addition to any other remedy Authority shall have for such default Owner shall be required to pay to Authority the entire amount of rent received in excess of the amount permitted pursuant to this Agreement.
6 Regulatory Agreement
01007.0305.113559vI
Attachment No. 8 to
401-409. Carson
I
lousing Agreement

b. It shall constitute a default for Owner to rent any Restricted Unit to a tenant who is not an Eligible Tenant for the particular Restricted Unit pursuant to the rental rate requirements set forth in Section C.3 of this Agreement except as otherwise permitted under Section C.4 of this Agreement. In the event Owner rents a Restricted Unit to an ineligible tenant in addition to any other equitable remedy Authority shall have for such default Owner for each separate violation shall be required to pay to Authority an amount equal to itwo times the greater of A the total rent Owner received from such ineligible tenant or B the total rent Owner was entitled to receive for renting that Restricted Unit plus iiany relocation expenses incurred by Authority or City as a result of Owner having rented to such ineligible person.
c. It shall constitute a default for Owner to rent any of the Restricted Units in violation of the leasing priority requirements of Sections C.6 of this Agreement.

In the event Owner rents a Restricted Unit in violation of the leasing priority requirements in addition to any other equitable remedy Authority shall have for such default Owner for each separate violation shall be required to pay Authority an amount equal to two 2 months of rental charges for the Restricted Unit with the highest rent.

The terms of this Section C.13 shall not apply ifOwner rents to an ineligible person as a result of such persons fraud or misrepresentation.

THE PARTIES HERETO AGREE THAT THE AMOUNTS SET FORTH IN
SUBPARAGRAPHS a THROUGH c OF THIS SECTION C.13 THE DAMAGE

AMOUNTS CONSTITUTE A REASONABLE APPROXIMATION OF THE ACTUAL

DAMAGES THAT AUTHORITY WOULD SUFFER DUE TO THE DEFAULTS BY OWNER SET FORTH IN SUBPARAGRAPHS a THROUGH c CONSIDERING ALL OF THE

CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT

INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF

HARM TO AUTHORITY AND ACCOMPLISHMENT OF AUTHORITYS PURPOSE OF

ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE TENANTS

THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE AMOUNTS SET FORTH IN THIS SECTION C.13 SHALL BE THE SOLE MONETARY DAMAGES REMEDY FOR THE DEFAULTS SET FORTH IN THIS SECTION C.14 BUT NOTHING IN THIS SECTION C.13 SHALL BE INTERPRETED TO LIMIT AUTHORITYS REMEDY FOR SUCH DEFAULT TO SUCH A DAMAGES REMEDY. IN PLACING ITS

INITIAL AT THE PLACES PROVIDED HEREINBELOW EACH PARTY SPECIFICALLY

CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT

THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL WHO HAS EXPLAINED

THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT.

OWNERS INITIALS AUTHORITYS INITIALS
D. MAINTENANCE.
7 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson I
lousing Agreement

1. Maintenance Obligation. Owner for itself and its successors and assigns hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Site and all related on-site improvements and landscaping thereon including without limitation buildings parking areas lighting signs and walls in reasonable condition and repair free of rubbish debris and other hazards to persons using the same and in accordance with all applicable laws rules ordinances and regulations of all federal state and local bodies and agencies having jurisdiction at Owners sole cost and expense. Such maintenance and repair shall include but not be limited to the following isweeping and trash removal iithe care and replacement of all shrubbery plantings and other landscaping in a healthy condition and iiithe repair replacement and restriping of asphalt or concrete paving using the same type of material originallyinstalled to the end that such pavings at all times be kept in a level and smooth condition. In addition Owner shall be required to maintain the Site in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one thousand 1000 feet of such portion of the Site.

2. Parking and Driveways. The driveways and traffic aisles on the Site shall be kept clear and unobstructed at all times. No vehicles or other obstruction shall project into any of such driveways or traffic aisles. Vehicles associated with the operation of the Site including delivery vehicles vehicles of employees and vehicles of persons with business on the Site shall park solely on the Site.

3. Tenant Compliance. Upon request Owner shall provide any proposed tenants of any portion of the Site with a copy of this Agreement. All lease agreements shall be in writing and shall contain provisions which make compliance with the conditions of this Agreement express covenants of the lease.

4. Right of Entry. In the event Owner fails to maintain the Site in the above-mentioned condition and satisfactory progress
is not made in correcting the condition
within thirty 30 days from the date of written notice from Authority or ifOwner and Authority agree such condition cannot reasonably be cured within such 30-day period Owner shall have such time as Owner and Authority mutually agree may be reasonably necessary to correct the condition provided that Owner is diligent in pursuit of the cure City or Authority may at their option and without further notice to Owner declare the unperformed maintenance to constitute a public nuisance. Thereafter either Authority or City their employees contractors or agents may cure Ownersdefault by entering upon the Site and performing the necessary landscaping and/or maintenance. The Authority or City shall give Owner its representative or the residential manager reasonable notice of the time and manner of entry and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Agreement. Owner shall pay such costs as are reasonably incurred by Authority or City for such maintenance including attorneys fees and costs. Authority shall conduct itself on the Site in such a manner so as not to interfere with delay or impede the operation of the Project and Authority shall indemnify and hold Owner free and harmless from any and all damages it sustains during its presence at the Site except ifsuch damages are caused by the Owners negligence or willful misconduct. 8 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

5. Lien. If such costs are not reimbursed within thirty 30 days after Owners receipt of notice thereof the same shall be deemed delinquent and the amount thereof shall bear interest thereafter at a rate of the lower of ten percent 10% per annum or the legal maximum until paid. Any and all delinquent amounts together with said interest costs and reasonable attorneys fees shall be a personal obligation of Owner as well as a lien and charge with power of sale upon the property interests of Owner and the rents issues and profits of such property. City and/or Authority may bring an action at law against Owner obligated to pay any such sums or foreclose the lien against Owners property interests. Any such lien may be enforced by sale by the City or Authority following recordation of a Notice of Default of Sale given in the manner and time required by law as in the case of a deed of trust such sale to be conducted in accordance with the provisions of Section 2924 et seq. of the California Civil Code applicable to the exercise of powers of sale in mortgages and deeds of trust or in any other manner permitted by law.

Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest or leasehold or subleasehold estate in and to any Site approved by Authority pursuant to the Housing Agreement and any purchaser at any foreclosure or trustees sale as well as any deed or assignment in lieu of foreclosure or trustees sale under any such mortgage or deed of trust shall take title free from any such monetary lien but otherwise subject to the provisions hereof provided that after the foreclosure of any such mortgage and/or deed of trust all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure assessed hereunder to the purchaser at the foreclosure sale as owner of the subject Site after the date of such foreclosure sale shall become a lien upon such Site upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided.

E. MANAGEMENT.

1. Approval of Property Manager Designation of Resident Manager.

Subject to the terms and conditions contained herein below Owner shall at all times during the operation of the Project pursuant to this Agreement retain an entity to perform the management and/or supervisory functions Property Manager with respect to the operation of the Project including day-to-day administration maintenance and repair. Owner shall before execution or any subsequent amendment or replacement thereof submit and obtain Authoritys written approval which shall not be unreasonably withheld conditioned or delayed of a management contract Management Contract entered into between Owner and a Property Manager reasonably acceptable to Authority. Subject to any regulatory or licensing requirements of any other applicable governmental agency the Management Contract may be for a term of up to fifteen 15 years and may be renewed for successive terms in accordance with its terms but may not be amended or modified without the written consent of Authority. The Management Contract shall also provide that the Property Manager shall be subject to termination for failure to meet project maintenance and operational standards set forth herein or in other agreements between Owner and Authority. Owner shall promptly terminate any Property Manager which commits or allows such failure unless the failure is cured within a reasonable period in no event exceeding 60 days from Property Managers receipt of notice of the failure from Owner or Authority. Ownersobligation to retain a Property Manager shall remain in force and effect for 9 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409 Carson Housing Agreement

the same duration as the use covenants set forth in Section B of this Agreement.

Notwithstanding anything to the contrary in this Section the Project may be self-managed by Owner.

In addition to the Property Manager one Resident Manager shall be designated as necessary by Owner or Property Manager with written notice to Authority of the Resident Managers name address and telephone number.

2. Serious Mismanagement. In the event of Serious Mismanagement as that term is defined below of the Project Authority shall have the authority to require that such Serious Mismanagement cease immediately and further to require the immediate replacement of the Property Manager or Resident Managers. For purposes of this Agreement the term Serious Mismanagement shall mean management of the Project in a manner which violates the terms and/or intent of this Agreement and/or the Management Contract to operate an affordable housing project of high standards appropriate to the community and shall include but is not limited to the following
a. Knowingly leasing a Restricted Unit to ineligible tenants or tenants whose income exceeds the prescribed levels
b. Knowingly allowing the tenants of a Restricted Unit to exceed the prescribed occupancy levels without taking immediate steps to stop such overcrowding C. Failing to timely maintain the Project and the Site in the manner required by this Agreement including applicable cure periods d. Failing to timely submit the reports required by this Agreement or failing to submit materially complete reports including applicable cure periods e. Fraud in connection with any document or representation relating to this Agreement or embezzlement of Project monies and f. Failing to fully cooperate with the Citys Sheriffs Department in maintaining a crime-free environment on the Site.

3. Management Fees. Fees payable to Owner shall be limited as follows a. During the 15 year California Tax Credit Allocation Committee compliance period for the Project the asset management fee shall be limited to Five Thousand Dollars $5000 per year with a CPI escalation up to three percent 3% per year.
b. During the 55 year affordability period for the Project the general partnership fee shall be limited to Ten Thousand Dollars $10000 per year with a CPI escalation up to three percent 3%per year.
10 Regulatory Agreement
01007.0305.113559v1
Attachment No. S to
401-409. Carson Ilousing Agreement

F. COMPLIANCE WITH LAWS.

1. State and Local Laws. Owner shall comply with all ordinances regulations and standards of the City and Authority applicable to the Site. Owner shall comply with all rules and regulations of any assessment district of the City with jurisdiction over the Site.

2. Lease Approval. Authority shall have the right but is not required to approve any lease forms revisions amendments or modification made to same used by the Property Manager or Resident Managers for leasing Restricted Units within the Site.

G. INSURANCE.

1. Duty to Procure Insurance. Owner covenants and agrees for itself and its assigns and successors-in-interest in the Site that from completion of the Project as evidenced by Citys issuance of a certificate of occupancy and continuing thereafter until the expiration of the Term of this Agreement Owner or such successors and assigns shall procure and keep in full force and effect or cause to be procured and kept in full force and effect for the mutual benefit of Owner and Authority and shall provide Authority with evidence reasonably accepted to Executive Director insurance policies meeting the minimum requirements set forth below a. Commercial General Liability insurance with respect to the Site and the operations of or on behalf of Owner in an amount not less than Two Million Dollars $2000000 per occurrence combined single limit including products completed operations incidental contractual bodily injury personal injury death and property damage liability per occurrence subject to such increases in amount as Authority may reasonably require from time to time. The insurance to be provided by Owner may provide for a deductible or self-insured retention of not more than Twenty-Five Thousand Dollars $25000 unless approved in writing by the City with such maximum amount to increase at the same rate as the periodic increases in the minimum amount of total insurance coverage set forth above.
b. With respect to the improvements and any fixtures and furnishings to be owned by Owner on the Site All Risk Property insurance against fire extended coverage vandalism and malicious mischief and such other additional perils hazards and risks as now are or may be included in the standard all risk form in general use in Los Angeles County California with the standard form fire insurance coverage in an amount equal to full actual replacement cost thereof as the same may change from time to time. The above insurance policy or policies shall include coverage for earthquake from and after completion of construction to the extent generally and commercially available at commercially reasonable rates. Authority shall be a loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement. c. All policies of insurance required to be carried by Owner shall be written by responsible and solvent insurance companies licensed or authorized to do business in the State of California and having a policy-holders rating of A or better in the most recent addition of Bests Key Rating Guide -- Property and Casualty. A copy of II
Regulatory Agreement
01007.0305.113559vI
Attachment No. 8 to
401-409. Carson Housing Agreement

each paid-up policy evidencing such insurance appropriately authenticated by the insurer or a certificate of the insurer certifying that such policy has been issued providing the coverage required herein and containing the provisions specified herein shall be delivered to Authority prior to its issuance of the Release of Construction Covenants for the Project and thereafter upon renewals not less than thirty 30 days prior to the expiration of coverage. Authority may at any time and from time to time inspect and/or copy any and all insurance policies required to be procured by Owner hereunder. In no event shall the limits of any policy be considered as limiting the liability of Owner hereunder.
d. Each insurance policy required to be carried by Owner pursuant to this Agreement shall contain the following endorsements provisions or clauses I. The insurer will not cancel or materially alter the coverage provided by such policy in a manner adverse to the interest of the insured without first giving Authority a minimum of ten 10 days priorwritten notice.

2. A waiver by the insurer of any right to subrogation against Authority its agents employees or representatives which arises or might arise by reason of any payment under such policy or policies or by reason of any act or omission of Authority its agents officers members officials employees or representatives.

3. The City Authority their respective agents officers
members officials employees volunteers and representatives shall be named insureds on the Commercial General Liability policies.

4. The City and Authority shall be loss payees on the All Risk Property insurance policies.

5. Coverage provided by these policies shall be primary and non-contributory to any insurance carried by the City Authority their officers officials employees volunteers agents or representatives.

6. Failure to comply with reporting provisions shall not affect coverage provided to City Authority their officers employees volunteers agents or representatives.
e. Authoritys Executive Director may require an increase in the minimum limits of the insurance policies required by this Section as such increases are reasonably determined necessary to provide for changes in cost of living liability exposure the market for insurance or the use of the Site. Such increases in insurance coverage shall be effective upon receipt of written notice from the Executive Director provided that Owner shall have the right to appeal a determination of increased coverage by the Executive Director to the Authority Board of Directors within 30 days of receipt of notice from the Executive Director.
12 Regulatory Agreement
01007.0305.1135590
Attachment No. 8 to
401-409. Carson
I
lousing Agreement

f. Authoritys Executive Director may waive or modify the insurance requirements set forth herein ifsuch insurance is determined by the Executive Director not to be commercially available. Owner shall submit such evidence of commercial availability as is reasonably required by the Executive Director. At least annually Owner shall review the availability of any insurance requirement waived or modified pursuant to this section and shall meet any such insurance requirement as such insurance becomes commercially available.

2. Failure to Procure Insurance. If Owner fails to procure and maintain the above-required insurance despite its commercial availability then Authority in addition to any other remedy which Authority may have hereunder for Ownersfailure to procure maintain and/or pay for the insurance required herein may but without any obligation to do so at any time or from time to time after thirty 30 days written notice to Owner procure such insurance and pay the premiums therefor in which event Owner shall immediately repay Authority all sums so paid by Authority together with interest thereon at the maximum legal rate.

H. OBLIGATION TO REPAIR.

1. Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance. Subject to Section H.3 below ifthe Project shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty required to be insured against by Owner Owner shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and immediately upon receipt of insurance proceeds to promptly and diligently commence the repair or replacement of the Project to substantially the same condition as the Project is required to be maintained in pursuant to this Agreement whether or not the insurance proceeds are sufficient to cover the actual cost of repair replacement or restoration and Owner shall complete the same as soon as possible thereafter so that the Project can continue to be operated and occupied as an affordable housing project in accordance with this Agreement. Subject to extensions of time for force majeure events described in the Housing Agreement in no event shall the repair replacement or restoration period exceed sixteen 16 months from the date Owner obtains insurance proceeds unless Authoritys Executive Director in his or her sole and absolute discretion approves a longer period of time.

Authority shall cooperate with Owner at no expense to Authority in obtaining any governmental permits required for the repair replacement or restoration. If however the then-existinglaws of any other governmental agencies with jurisdiction over the Property do not permit the repair replacement or restoration Owner may elect not to repair replace or restore the Project by giving notice to Authority in which event Owner shall be entitled to all insurance proceeds but Owner shall be required to remove all debris from the Site or Owner may reconstruct such other improvements on the Site as are consistent with applicable land use regulations and approved by the City Authority and the other governmental agency or agencies with jurisdiction.

If Owner fails to obtain insurance as required by the Housing Agreement or this Agreement and Authority has not procured such insurance and charged Owner for the cost Owner shall be obligated to reconstruct and repair any partial or total damage to the Project and improvements located on the site in accordance with this Section H.l. 13 Regulatory Agreement
01007.0305
Attachment No. N to
401-409. Carson Housing Agreement

2. Continued Operations. During any period of repair Owner shall continue or cause the continuation of the operation of the Project to the extent reasonably practicable from the standpoint of prudent business management.

3. Damage or Destruction Due to Cause Not Required to be Covered by Insurance. If the improvements comprising the Project are completely destroyed or substantially damaged by a casualty for which Owner is not required to and has not insured against Owner shall not be required to repair replace or restore such improvements and may elect not to do so by providing Authority with written notice of election not to repair replace or restore within one hundred eighty 180 days after such substantial damage or destruction. In such event Owner shall remove all debris from the Property. As used in this Section H.3 substantial damage caused by a casualty not required to be and not covered by insurance shall mean damage or destruction which is fifty percent 50% or more of the replacement cost of the improvements comprising the Project. In the event Owner does not timely elect not to repair replace or restore the improvements as set forth in the first sentence of this Section H.3 Owner shall be conclusively deemed to have waived its right not to repair replace or restore the improvements and thereafter Owner shall promptly commence and complete the repair replacement or restoration of the damaged or destroyed improvements in accordance with Section H.l above and continue operation of the apartment complex during the period of repair ifpracticable in accordance with Section H.2 above.

1. LIMITATION ON TRANSFERS.

The Owner covenants that Owner shall not transfer the Site or any of its interests therein except as provided in this Section.

1. Transfer Defined. As used in this Section the term Transfer shall include any assignment hypothecation mortgage pledge conveyance or encumbrance of this Agreement the Site or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than twenty-five percent 25% in the aggregate of the present ownership and/or control of any person or entity constituting Owner or its general partners taking all transfers into account on a cumulative basis except transfers of such ownership or control of interest between members of the same immediate family or transfers to a trust testamentary or otherwise in which the beneficiaries are limited to members of the transferors immediate family or among the entities constituting Owner or its general partners or their respective shareholders. In the event any entity constituting Owner its successor or the constituent partners of Owner or any successor of Owner is a corporation or trust such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation of beneficial interests of such trust. In the event that any entity constituting Owner its successor or the constituent partners of Owner or any successor of Owner is a limited or general partnership such transfer shall refer to the transfer of more than twenty-five percent 25% of such limited or general partnership interest. In the event that any entity constituting Owner its successor or the constituent partners of Owner or any successor of Owner is a joint venture such transfer shall refer to the transfer of more than twenty-five percent 25% of the ownership and/or control of any such joint venture partner taking all transfers into account on a cumulative basis.
14 Regulatory Agreement
010070305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

2. Authority Approval of Transfer Required. Owner shall not Transfer the Site or any of Owners rights hereunder or any interest in the Site or in the improvements thereon directly or indirectly voluntarily or by operation of law except as provided below without the prior written approval of Authority which shall not be unreasonably withheld conditioned or delayed and ifso purported to be Transferred the same shall be null and void. In considering whether it will grant approval of any Transfer by Owner of its interest in the Site Authority shall consider factors such as iwhether the completion of the Project is jeopardized iithe financial credit strength and capability of the proposed transferee to perform Authoritys obligations hereunder and iii the proposed transferees experience and expertise in the planning financing development ownership and operation of similarprojects.

In the absence of specific written agreement by Authority no transfer by Owner of all or any portion of its interest in the Site including without limitation a transfer not requiring Authority approval hereunder shall be deemed to relieve it or any successor party from the obligation to complete the Project or any other obligations under this Regulatory Agreement.

In addition no attempted transfer of any of Owners obligations hereunder shall be effective unless and until the successor party executes and delivers to Authority an assumption agreement in a form approved by the Authority assuming such obligations.

3. Exceptions. The foregoing prohibition shall not apply to any of the following
A. Any mortgage deed of trust or other form of conveyance for financing but Owner shall notify Authority in advance of any such mortgage deed of trust or other form of conveyance for financing pertaining to the Site.

B. Any mortgage deed of trust or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection A above provided that the amount of indebtedness incurred in the restructuring or refinancing is not below a ratio of 1.15 to the current value of the Site.

C. The granting of easements to any appropriate governmental agency or utility or permits to facilitate the development of the Site.

D. A sale or Transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986 as amended or otherwise in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation.

E. A sale or Transfer of 49% or more of an ownership or controlling interest between members of the same immediate family or Transfers to a trust testamentary or otherwise in which the beneficiaries consist solely of immediate family members of the Truster or Transfers to a corporation or partnership in 15 Regulatory Agreement
01007.0305 113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

which the immediate family members or shareholders of the Transferor have a controlling majority interest of 51%ormore.

F. A sale or Transfer of an interest in Owner to a Qualified Tax Credit Investor.

G. The A sale transfer conveyance or pledge of limited partnership interests in the Owner B sale transfer conveyance or pledge of any partnership interest or membership interests in the limited partners of the Owner or C notwithstanding any provision to the contrary in the Housing Agreement the appointment by the partners of the Owner of an additional or substitute co-general partner in accordance with the partnership agreement of the Owner.

H. The transfer A of an interest in and/or of an existing partner to another existing partner or B of an interest in an existing general partner to an affiliate of any general partner or Cof an interest in an existing general partner so long as such transfer together with any prior transfer of an interest or interests in an existing general partner do not result in more than forty-nine percent 49% of the interest in an existing general partner having been transferred since the date hereof.

1. Transfers of an interest to a new partner which is an affiliate of an existing partner including transfers of an additional general partner interest to an affiliate of the Tax Credit limited partner.

J. Transfers of an interest in a parent of a partner provided however transfers of an interest in a parent of a partner performing the primary management functions on behalf of the Owner which results in Related Companies of California LLC Related owning less than a controlling interest in such parent of such partner shall be subject to the written consent of the Authority which consent shall not be unreasonably withheld.

K. The lease of Residential Units to an Eligible Tenant.

L. Assignments for financing purposes as required in order to effect the Senior Financing the loans taken by Owner to fund the construction of the Project and the permanent loans which shall replace the construction phase loans after the completion of development.

M. Transfer of the Project or partnership interests in the Owners limited partnership to a general partner of Owner at the end of the fifteen year Tax Credit initial compliance period.

N. Admission of the Qualified Tax Credit Investor to the Owner or the transfer of the Qualified Tax Credit Investors interest in Owner to another party or the redemption of the Qualified Tax Credit Investors interest in the Owner provided that priorto any such Transfer the Qualified Tax Credit Investor 16 Regulatory Agreement
01007 0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

has paid in full its capital contribution to Owner as and to the extent required in the Ownerspartnership agreement.

0. Transfer of the interest of REC in the Owner to another entity controlled by Related.

J. ENFORCEMENT. In the event Owner defaults in the performance or observance of any covenant agreement or obligation of Owner pursuant to this Agreement and ifsuch default remains uncured for a period of thirty 30 days after written notice thereof shall have been given by Authority or in the event said default cannot be cured within said time period Owner has failed to commence to cure such default within said thirty 30 days and thereafter fails to diligently prosecute said cure to completion then Authority shall declare an Event of Default to have occurred hereunder and at its option may take one or more of the following steps

1. By mandamus or other suit action or proceeding at law or in equity require Owner to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement or

2. Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations covenants and agreements of Owner hereunder or

3. Enter the Site and cure the Event of Default as provided in Section E hereof.

4. Impose through Authoritys Executive Director an administrative fine for each day the violation continues. The amount of the fine shall be Twenty-Five Dollars $25.00 per day unless the violation is deemed a majorviolation in which case the fine shall be Seventy-FiveDollars $75.00 per day. The amounts of the foregoing fines shall be automatically increased by. Five Dollars $5.00 every five 5 years during the Term of this Agreement. A major violation shall be one which affects adjacent property or the health and safety of persons. Owner may appeal the assessment of any fine to the City Council who may reverse modify or uphold the decision of the Executive Director. In making this decision the City Council shall determine whether the violation exists and whether the amount of the fine is appropriate under the circumstances.

Except as otherwise expressly stated in this Agreement the rights and remedies of the parties are cumulative and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it at the same or different times of any other rights or remedies for the same default or any other default by another party.

K. NONDISCRIMINATION. There shall be no discrimination against or segregation of any person or group of persons on account of race color creed religion sex marital status national origin or ancestry in the sale lease sublease transfer use occupancy tenure or enjoyment of the Site or any part thereof nor shall Owner or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection location number use or occupancy of tenants 17 Regulatory Agreement
01007 0305.113559v1
Attachment No. 8 to
401-409. Carson I
lousing Agreement

lessees subtenants sublessees or vendees of the Site or any part thereof except as permitted by this Agreement.

L. COVENANTS TO RUN WITH THE LAND. Owner hereby subjects the Site to the covenants reservations and restrictions set forth in this Agreement. Authority and Owner hereby declare their express intent that all such covenants reservations and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Owners successors in title to the Site provided however that on the termination of this Agreement said covenants reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the Authority and such covenants shall run in favor of the Authority for the entire term of this Agreement without regard to whether the Authority is or remains an owner of any land or interest therein to which such covenants relate. Each and every contract deed or other instrument hereafter executed covering or conveying the Site or any portion thereof shall conclusively be held to have been executed delivered and accepted subject to such covenants reservations and restrictions regardless of whether such covenants reservations and restrictions are set forth in such contract deed or other instrument.

Authority and Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Owners legal interest in the Site is rendered less valuable thereby. Authority and Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Eligible Tenants the intended beneficiaries of such covenants reservations and restrictions and by furthering the public purposes for which the Authority was formed.

Owner in exchange for the Authority entering into the Housing Agreement hereby agrees to hold sell and convey the Site subject to the terms of this Agreement. Owner also grants to the Authority and the City the right and power to enforce the terms of this Agreement against the Owner and all persons having any right title or interest in the Site or any part thereof their heirs successive owners and assigns.

M. INDEMNIFICATION. Owner agrees for itself and its successors and assigns to indemnify defend and hold harmless Authority City and their respective officers members officials employees agents volunteers and representatives from and against any loss liability claim or judgment relating in any manner to the Project excepting only any such loss liability claim or judgment arising out of the intentional wrongdoing or gross negligence of Authority City or their respective officers officials employees members agents volunteers or representatives. Owner while in possession of the Site and each successor or assign of Owner while in possession of the Site shall remain fully obligated for the payment of property taxes and assessments in connection with the Site. The foregoing indemnification defense and hold harmless agreement shall only be applicable to and binding upon the party then owning the Site or applicable portion thereof. This indemnification provision is not intended to and does not limit negate modify nullify or change the nonrecourse provisions of this Agreement or any other agreement document instrument certificate or covenant executed by Owner. 18 Regulatory Agreement
01007.0305.1135590
Attachment No. S to
401-409. Carson
I
lousing Agreement

N. ATTORNEYS FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any condition covenant representation or warranty in this Agreement or otherwise arising out of this Agreement the prevailing party in such action shall be entitled to recover from the other reasonable expert witness fees and its attorneys fees and costs. Attorneys fees shall include attorneys fees on any appeal and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action including the conducting of discovery.

0. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title and duly recorded in the real property records of the County of Los Angeles.

P. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery certified or registered mail postage prepaid return receipt requested at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto
Authority Carson Housing Authority
701 East Carson Street
Carson California 90745
Attn Executive Director
Copy to Aleshire Wynder LLP
18881 Von KarmanSuite 1700
Irvine CA 92612
Attn XXX
Owner XXX
XXX
XXX
Attn XXX
Phone
Fax
Copy to
The notice shall be deemed given three 3 business days after the date of mailing or if personally delivered when received.
19 Regulatory Agreement
01007.0305.113559x1
Attachment No. 8 to
401-409. Carson Housing Agreement

Q. SEVERABILITY/WAIVER/INTEGRATION.

1. Severability. If any provision of this Agreement is determined to be invalid illegal or unenforceable the validity legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby.

2. Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of or an estoppel against the later exercise of such remedy or right.

3. Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement.

R. FUTURE ENFORCEMENT. The parties hereby agree that should the Authority cease to exist as an entity at any time during the term of this Agreement the City of Carson shall have the right to enforce all of the terms and conditions herein unless the Authority had previously specified another entity to enforce this Agreement.

S. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.

T. COUNTERPARTS. This Agreement may be executed in any number of counterparts each of which shall constitute one original and all of which shall be one and the same instrument.
20 Regulatory Agreement
01007 0305.113559vI
Attachment No. 8 to
401-409. Carson Housing Agreement

IN WITNESS WHEREOF the Authority City and Owner have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove.

CITY

CITY OF CARSON
Date By
ATTEST
City Clerk

AUTHORITY

CARSON HOUSING AUTHORITY
acting as the successor housing agency of the
CARSON REDEVELOPMENT AGENCY a
public body
Date By
Executive Director
ATTEST
By
Authority Secretary Donesia L. Gause CMC
21 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

OWNER
XXX a California
By
xxx
Date
End of Signatures
22 Regulatory Agreement
01007.0305.113559x1
Attachment No. 8 to
401-409. Carson Housing Agreement

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal
23 Regulatory Agreement
01007 0305.113559v
Attachment No. 8 to
401-409. Carson Housing Agreement

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal
24 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

EXHIBITA

LEGAL DESCRIPTION OF SITE
That certain real property located in the City of Carson County of Los Angeles State of California more particularly described as
Insert Legal Description
25 Regulatory Agreement
01007.0305.113559v1
Attachment No. 8 to
401-409. Carson Housing Agreement

EXHIBIT B
Period Covered

CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE

CARSON HOUSING AUTHORITY OF THE

CITY OF CARSON CALIFORNIA
The undersigned XXX. a California Owner has read and is thoroughly familiarwith the provisions of the Affordable Housing Financing Disposition and Development Agreement Housing Agreement and documents referred to therein executed by Owner and Carson Housing Authority Authority including but not limited to the Regulatory Agreement as such term is defined in the Housing Agreement.

As of the date of this Certificate the following Restricted Units in the Project are i occupied by Eligible Tenants as defined in the Regulatory Agreement or iicurrently vacant and being held available for such occupancy and have been so held continuously since the date an Eligible Tenant vacated such Restricted Unit
Occupied Vacant
Eligible Tenants I bdrm
2 bdrm
3 bdrm
As of the date of this Certificate the following are numbers of not to exceed Moderate Income Tenants Very Low Income Tenants and Low Income Tenants who commenced occupancy of Residential Units during the preceding year Not to Exceed
Moderate Very Low Low Income
Income Tenants Income Tenants Tenants
Unit Nos. Unit Nos. Unit Nos.

Attached is a separate sheet Occupancy Summary listing among other items the following information for each Restricted Unit the number of each Restricted Unit the occupants of each Restricted Unit the rental paid for each Restricted I Unit and the size and
number of bedrooms of each Restricted
I Unit. The Owner certifies that the information
contained in the Occupancy Summary is true and accurate. 26 Regulatory Agreement
010070305.113559v1
Attachment No. 9 to
401-409. Carson Housing Agreement

The undersigned hereby certifies that Ia review of the activities of the Owner during such period and of the Owners performance under the Housing Agreement and the documents referred to therein has been made under the supervision of the undersigned and 2 to the best knowledge of the undersigned based on the review described in clause 1 hereof the Owner is not in default under any of the terms and provisions of the above documents or describe the nature of any detail and set forth the measures being taken to remedy such defaults.

OWNER
XXX. a California
By
XXX
By
Name
Its

END OF SIGNATURES
27 Regulatory Agreement
01007.0305.113559vI
Attachment No. 8 to
401-409. Carson Housing Agreement

ATTACHMENT NO. 9

AUTHORITY NOTE
$5565446.00
20_ Note Date
FOR VALUE RECEIVED the undersigned herein the Maker hereby promises to pay to the order of the CARSON HOUSING AUTHORITY a municipal corporation Holder or Authority at a place designated by Holder the principal sum not to exceed XXX Dollars $XX.XX Note Amount plus accrued interest or such lesser amount which shall be disbursed by the Authority and from time to time be owing hereunder pursuant to the terms hereof. Pursuant to an Affordable Housing Financing Disposition and Development Agreement Agreement between Maker and Holder Authority agreed to loan funds to Maker in an amount not to exceed the Note Amount as evidenced by this Authority Note. The cash portion of the Loan Amount shall be paid out as described in Section 2.3 hereof. The term Loan herein shall only refer to the amounts actually paid out pursuant to this Authority Note and any interest thereon provided herein.

Reference is also made to the following additional agreements and documents involving Maker and Holder and/or pertaining to the Site
i The Authority Deed of Trust and Assignment of Rents by and between Maker as borrower Holder as beneficiary and Fidelity National Title Companyas Trustee Authority Deed of Trust securing the repayment of this Authority Note. ii The Authority Regulatory Agreement and Declaration of Covenants Conditions and Restrictions dated 20 by and between Maker and Holder for the benefit of Holder and recorded simultaneously with the Deeds of Trust in the Office of the Los Angeles County Recorder Regulatory Agreement.

All of the foregoing listed documents are referred to herein collectively as the Authority Agreements and individually as an Authority Agreement. The Authority Agreements are incorporated herein as though fully set forth.

Except as otherwise provided herein the defined terms used in this Authority Note shall have the same meaning as set forth in the Agreement.

I
Attachment No. 9 to
600 W. Carson
I
lousing Agreement
Authority Note
01007.0305.113559v1

I
Purpose of Loan
The Loan evidenced by this Authority Note is a loan for the purpose of redeveloping the Site in accordance with the Agreement.

2. Principal Amount Conditions Precedent to Disbursement.

2.1 Loan Amount. The principal amount of the Loan shall be in the amount of up to Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446. The Loan Amount includes the value of the Site being conveyed by Authority to Maker plus the funds Authority Loan which will be contributed to the project by Authority. Interest shall accrue on the outstanding principal Loan Amount at the simple rate of one half of a percent 0.5% per annum until repaid in full.

2.2 Conditions Precedent to Disbursement of Loan. None of the Authority Loan proceeds shall be disbursed without Maker having first satisfied all of the conditions to disbursement set forth in Section 404 of the Agreement.

2.3 Drawing Down On the Loan. Maker may draw down on the Authority Loan Amount pursuant to the procedure described in Section 4043 of the Agreement. Any request for a draw shall be made at least thirty 30 days before the draw will be paid.

3. Term of Note Repayment.

3.1 Maker shall be obligated to repay the principal amount of this Authority Note and the accrued interest without set off or deduction by paying to Holder on each July I
in Residual Cash Flow to the extent Residual Cash Flow is available for the calendar year or portion thereof ending on the immediately preceding December 31 as the term Residual Cash Flow is defined in Section 3.1.1 of this Authority Note fifty percent 50% of that years Residual Cash Flow. The first such repayment under this Section 3.1 shall be due on the first July
I which is one full calendar year following the calendar year in which the permanent phase of the Senior Financing commenced and the last payment shall be due on July I fifty-five 55 years later Maturity Date. Notwithstanding the foregoing this Authority Note shall be fully due and payable on the Maturity Date or upon the sale of the Site.

3.1.1 For purposes of this Section 3.1 the term Residual Cash Flow means the Gross Income as defined below for the Site in a fiscal year if any less the Operating Expenses for that fiscal year. The term Gross Income means iall rents and payments received by the Maker from tenants and occupants for the use and occupancy of the Site and the Project iilaundry income iiiincome from concessionaires and licensees and iv rent subsidies if any received by the Developer but Gross Income shall not include any security deposits unless and until such deposits have been forfeited by the tenants and are payable to the Maker insurance or condemnation proceeds industry level operating reserves or deposits not to exceed six 6 months of operating expenses plus debt expenses capital contributions made to the Maker by the partners thereof proceeds from the construction financing or the Authority Financial Assistance or other financing provided to the Maker including financing provided by any partner of Maker or proceeds from the sale or refinancing of the Site and/or Project.
2 Attachment No. 9 to
600 W. Carson Housing Agreement
Authority Note
01007.0305.113559v1

3.1.2 For purposes of Section 3.1.1 the term Operating
Expenses means the aggregate of the following ithe cost of utilities supplied to and used for the Project and payable by the Maker iithe cost of all insurance required for the Project in this Agreement Makers Partnership Agreement the Senior Financing documents or any ancillary documents concerning the operation of the Project iii real property taxes if any and assessment payments iv expenses and costs of social programs and compliance/monitoring reporting for the Project v the deposits for the replacement reserves or operating reserves for the Project in the amount provided by the Senior Financing or required by Makers Partnership Agreementor any junior lender if a greater requirement vi on-site administrative costs including payroll and payroll taxes and expenses employee benefits vii operating maintenance and repair expenses and services and necessary capital expenditures for the upkeep and repair of the Project and any expenditures required based upon a physical needs assessment by the Qualified Tax Credit Investor or Senior Financing lender including materials and labor including charges for public services such as sewer charges license and permit fees goods commodities materials equipment furniture furnishings installation of appliances fixtures painting cleaning pest control gardening rubbish removal security services advertising and promotion leasing commissions accounting and legal expenses attributable to the Site or the Project which are directly attributable and customarily incurred in the operation of real estate projects similarto the Project not to exceed six months of operating expenses plus debt service and not including any amount taken from the replacement reserves viii fees costs or expenses of refinancing any loan ix any post closing legal fees or other expenses fees costs incurred by the Maker in connection with obtaining this Agreement or the Authority Financial Assistance to the extent not already included hereunder x all scheduled or otherwise due payments of principal and/or interest on the Senior Financing together with all financing fees and related charges payable by the Maker under the terms of the Senior Financing including without limitation issuer fees trustee fees remarketing fees and rebate analyst fees interest rate cap deposits and credit enhancer charges xi all other fees and expenses which may be provided in Makers annual budget prepared in accordance with the Senior Financing and xii repayments of loans to a partner or affiliate of a partner of the Maker in accordance with the Partnership Agreement for construction deficits operating deficits or similar construction shortfalls or operating shortfalls xiii repayments of any amounts owing to a partner or an affiliate of a partner of the Maker in accordance with the Partnership Agreement due to an adjustment in the tax credit equity caused by an adjustment to tax credits available to the Project xiv any deferred Developer Fee paid in accordance with the Partnership Agreement and xv any asset management or limited or general partner fees paid in accordance with the Partnership Agreement. Operating Expenses shall not include the following a repairs or replacements paid out of insurance proceeds received by the Maker b book depreciation of buildings or other similarnon-cash items of expense or c principal payments on all junior financing. To the extent that the Site or Project or any part thereof shall be leased by the Maker and the lessee or occupant pays any items described as Operating Expenses then such items that are paid by such occupant shall not be Operating Expenses.

3.2 Any payments made by Maker in payment of this Authority Note shall be applied in the following order ifirst to the interest if any then accrued and due on the unpaid principal balance under this Authority Note iisecond to reduction of the principal balance of this Authority Note.
3 Attachment No. 9 to
600 W. Carson I
lousing Agreement
Authority Note
01007.0305.113559v1

3.3 This Authority Note may be prepaid in whole or in part at any time without penalty.

4. Default Cross-Default Acceleration.

4.1 In addition to Makers failure to timely perform the requirements of this Authority Note or the failure to timely complete the construction of the Project or the failure to timely perform the requirements of the Authority Note Maker shall also be in default of this Authority Note if Maker without the prior written approval of Holder which approval may be given or withheld in Holders sole and absolute discretion refinances any outstanding loan or note secured by the Site for an amount greater than the sum of ithe then-outstanding principal balance of such secured loans or notes plus iithe reasonable costs of such refinance transaction which shall not include loan points or origination fees greater than two percent 2% of the then-outstanding principal balance of such secured loans or notes. Notwithstanding the foregoing Maker shall not be in default of the Authority Note and need not seek approval of Holder in refinancing any outstanding loan or note secured by the Site if all net proceeds from such refinance are applied against the unpaid balance of the Senior Financing and the Authority Note and the debt service arising from such refinance does not reduce the Residual Cash Flow.

4.2 Default by Maker of this Authority Note or of any of the Authority Agreements shall constitute a default of this Authority Note and all of the Authority Agreements.

4.3 In the event Maker fails to perform hereunder or under any of the Authority Agreements for a period of thirty 30 days after the date of written notice from Holder that such performance was due Maker shall be in default of the Authority Note. Prior to exercising any of its remedies hereunder Authority shall give Maker written notice of such default and Maker shall thereafter have fifteen 15 days to cure such default provided however that ifthe default hereunder is solely as a result of a default under any of the Authority Agreements the default notice and cure provisions of the applicable Authority Agreement shall apply. If Maker cures a default under an Authority Agreement within the cure period set forth in the applicable Authority Agreement Maker shall be deemed to have also cured that default under the Authority Note. If Maker does not cure a default under any of the Authority Agreements within the cure period set forth in the applicable Authority Agreement Maker shall be deemed in default under all of the Authority Agreements and under both of the Authority Note. In the event Maker is deemed in default under the Authority Note and has not cured the default within the time set forth in the applicable notice of default Holder may at its option declare the Authority Note and the entire obligations evidenced thereby immediately due and payable and collectible then or thereafter as Holder may elect regardless of the date of maturity.

5. Collection Costs Attorneys Fees. If because of any event of default under this Authority Note or any of the Authority Agreements any attorney is engaged by Holder to enforce or defend any provision of this instrument whether or not suit is filed hereon then Maker shall pay upon demand reasonable attorneys fees expert witness fees and all costs so incurred by Holder together with interest thereon until paid at the applicable rate of interest payable hereunder as ifsuch fees and costs had been added to the principal owing hereunder. 4 Attachment No.9 to
600 W. Carson housing Agreement
Authority Note
01007.0305.113559v1

6. Waivers by Maker. Maker and all endorsers guarantors and persons liable or to become liable on this Authority Note waive presentment protest and demand notice of protest demand and dishonor and nonpayment of this Authority Note and any and all other notices or matters of a like nature and consent to any and all renewals and extensions near the time of payment hereof and agree further that at any time and from time to time without notice the terms of payment herein may be modified or the security described in any documents securing this Authority Note released in whole or in part or increased changed or exchanged by agreement between Holder and any owner of the premises affected by said documents securing this Authority Note without in any way affecting the liability of any party to this Authority Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby.

7. Severability. The unenforceability or invalidity of any provision or provisions of this Authority Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances and all provisions hereof in all other respects shall remain valid and enforceable.

8. Notices. All notices demands requests elections approvals disapprovals consents or other communications given under this Authority Note shall be in writing and shall be given by personal delivery certified mail return receipt requested or overnight guaranteed delivery service and addressed as follows
If to Holder Carson Housing Authority
701 East Carson Street
Carson California 90745
Attn Executive Director
With a copy to Aleshire Wynder LLP
18881 Von Karman Avenue Suite 1700
Irvine California 92612
Attn Authority Counsel
Ifto Maker XXX.

XXX
XXX
Attn XXX
Phone
Fax
With copies to
Notices shall be effective upon the earlier of receipt or refusal of delivery. Each party shall promptly notify the other party of any changes of address to which notice shall be sent pursuant to this Authority Note.
5 Attachment No. 9 to
600 W. Carson Housing Agreement
Authority Note
01007.0305.113559v1

9. Modifications. Neither this Authority Note nor any term hereof may be waived amended discharged modified changed or terminated orally nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder.

No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Authority Note.

10. No Waiver by Holder. No waiver of any breach default or failure of condition under the terms of this Authority Note shall be implied from any failure of the Holder to take action or any delay be implied from any failure by the Holder in taking action with respect to such breach default or failure from any prior waiver of any similaror unrelated breach default or failure.

11. Usury. Notwithstanding any provision in this Authority Note the total liability for payment in the nature of interest shall not exceed the limit imposed by applicable laws of the State of California.

12. Nonassignability. Except as permitted in the Agreement Maker may not transfer assign or encumber this Authority Note in any manner without the prior express written authorization of Holder which may be given or withheld by Holder in Holders sole and absolute discretion. It shall be deemed reasonable for Holder to refuse authorization for any reason or no stated reason. Holder may freely transfer assign or encumber Holders interest in this Authority Note in any manner at Holders sole discretion.

13. Governing Law. This Authority Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof.

14. Time of Essence. Time is of the essence in the performance of the obligations and provisions set forth in this Authority Note.

15. Subordination. This Authority Note is subordinate to the Senior Financing.

16. Conflicts. In the event of any conflict between the terms of this Authority Note or any of the Authority Agreements on the one hand and the Housing Agreement on the other hand the terms of this Authority Note or the applicable Authority Agreement shall control.

17. Non-Recourse. Other than as required by the completion guaranty to be provided by The Related Companies L.P. a New York limited partnership neither the Maker its agents consultants employees or representatives shall have any personal liability under this Agency Note or for any amounts due with respect to the Authority Note. The Holders sole remedy other than as set forth in said guaranty shall be to foreclose on the Authority Deed of Trust..

IN WITNESS WHEREOF the parties have executed this Authority Note as of the date first above written.

Maker
6 Attachment No. 9 to
600 W. Carson Housing Agreement
Authority Note
01007.0305.1135590

XXX a California
By
xx
7 Attachment No.9 to
600 W. Carson Housing Agreement
Authority Note
01007.0305.113559v1

ATTACHMENT NO. 10

AUTHORITY DEED OF TRUST

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

CARSON HOUSING AUTHORITY
Attn Executive Director
701 E. Carson Street
Carson CA 90745

SPACE ABOVE THIS LINE FOR RECORDERS USE

AUTHORITY DEED OF TRUST

AND ASSIGNMENT OF RENTS
THIS AUTHORITY DEED OF TRUST AND ASSIGNMENT OF RENTS Deed of Trust is made as of the day of 20_ by a California
Trustor whose address is Fidelity National Title Company Trustee whose address is 1300 Dove Street Newport Beach California 92660 and the Carson Housing Authority Beneficiary whose address is 701 E. Carson Street Carson CA 90745.

FOR GOOD AND VALUABLE CONSIDERATION including the trust herein created the receipt of which is hereby acknowledged Trustor hereby irrevocably grants transfers conveys and assigns to Trustee IN TRUST WITH POWER OF SALE for the benefit and security of Beneficiary under and subject to the terms and conditions hereinafter set forth the property is described in Exhibit Aattached hereto and by this reference incorporated herein Property.

TOGETHER WITH all rents issues profits royalties income and other benefits derived from the Property collectively the rents provided that so long as Trustor is not in default hereunder it shall be permitted to operate the Project as defined below in accordance with the requirements of that certain Authority Regulatory Agreement entered into between Trustor and the Beneficiary dated as of 20_ Agreement which Agreement is on file with the Beneficiary as a public record and is incorporated by reference herein TOGETHER WITH all interests estates or other claims both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents TOGETHER WITH all easements rights-of-way and rights used in connection therewith or as a means of access thereto including without limiting the generality of the foregoing all tenements hereditaments and appurtenances thereof and thereto 1 Attachment No. 10 to
60O W Carson lousing Agreement
Authority Deed oftrust
01007.0305.113559v1

TOGETHER WITH any and all buildings and improvements now or hereafter erected upon the Property including in each instance improvements restorations replacements repairs additions accessions or substitutions thereto or therefore but exclusive of all fixtures attachments appliances furnishings equipment and machinery whether fixed or movable TOGETHER WITH all leasehold estate right title and interest of Trustor in and to all leases or subleases covering the Property or any portion thereof now or hereafter existing or entered into and all right title and interest of Trustor thereunder including without limitation all cash or security deposits advance rentals and deposits or payments of similarnature TOGETHER WITH all right title and interest of Truster in and to all options to purchase or lease the Property or any portion thereof or interest therein and any greater estate in the Property owned or hereafter acquired
TOGETHER WITH all right title and interest of Trustor now owned or hereafter acquired in and to any land lying within the right-of-way of any street open or proposed adjoining the Property and any and all sidewalks alleys and strips of land adjacent to or used in connection with the Property
TOGETHER WITH all the estate interest right title other claim or demand of every nature in and to such property including the Property both in law and in equity including but not limited to all deposits made with or other security given by Trustor to utility companies the proceeds from any or all of such property including the Property claims or demands with respect to the proceeds of insurance in effect with respect thereto which Trustor now has or may hereafter acquire any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such Property including without limitation any awards resulting from a change of grade of streets and awards for severance damages and
All of the foregoing together with the Property is herein referred to as the Security.

FOR THE PURPOSE OF SECURING
a Payment of the loan according to the Authority Note as set forth in the Housing Agreement as defined herein
b Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trusters obligation to advance said sums and the expiration of any applicable cure period and upon five 5 business days notice to the Trustor with interest thereon as provided herein c Payment of such additional sums and interest thereon which may hereafter be loaned to Trustor or its successors or assigns by Beneficiary when evidenced by a promissory note or notes or other documents reciting that they are secured by this Deed of Trust and d Performance of every obligation covenant or agreement of Trustor contained herein or in the Authority Note theHousing Agreement the Guaranty and the Agreement and any amendments thereto.
2 Atlachment No. 10 to
600 W. Carson housing Agreement
Authority Deed ofTrust
01007.0305.1135590

ARTICLE I

DEFINITIONS
I. Authority Note means the Authority Promissory Note and the Authority Note with a combined principal amount not to exceed Four Million Eight Hundred Eighty-Five Thousand Four Hundred Forty-Six Dollars $4885446 executed by Trustor upon disbursement of the loan by Beneficiary pursuant to the Housing Agreement. 2 Agreement means that certain Authority Regulatory Agreement and Declaration of Covenants and Restrictions entered into by the Beneficiary and Trustor dated 20 said Agreement a copy of which is on file with the Beneficiary at the address stated above and including all of its attachments is incorporated herein by reference.

3. Certificate of Occupancy means the certificate issued by the City of Carson affirming that the Project is habitable.

4. Expiration Date means that date which is fifty-five 55 years after the issuance of the Certificate of Occupancy for the Project.

5. Housing Agreement means the Affordable Housing Financing Disposition and Development Agreement between Beneficiary and Trustor providing for the development of the Project.

6. Mortgage means any permanent or long-term loan or any other financing device including without limitation deeds of trust the proceeds of which are used in the construction of the Project which loan is secured by a security financing interest in the Trusters interest in the Project.

7. Project means the 40 unit affordable housing apartment complex in which 39 units shall be deed restricted for use as affordable rental units as described in the Housing Agreement and the Agreement and the related facilities to be constructed and operated pursuant to the Agreement.

8. Site means the real property on which the Project is operated which is located at 409 E. Carson Street in Carson California as more particularly described on Exhibit A attached hereto.

9. Trustor means a California and each of its
transferees and successors in interest. Where an obligation is created herein binding upon Trustor the obligation shall also apply to and bind any transferees or successors in interest.

Where the terms of this Deed of Trust have the effect of creating an obligation of the Trustor and a transferee such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee.

Unless the context clearly otherwise requires any capitalized term used herein and not defined herein shall have the meaning given to it under the Agreement and any amendments thereto.
3 Attachment No. 10 to
600 W. CarsonHousing Agreement
Authority Deed of Trust
01007.0305.113559vI

ARTICLE 11

CONDITION OF THE PROJECT
Section 2.1 Continuous Operation of the Project. As set forth in the Agreement Trustor agrees to oversee the continuous operation of the Project for a period of not less than fifty-five 55 years from the issuance of the Certificate of Occupancy for the Project.

Section 2.2 Maintenance and Modification of the Project by Trustor. The Trustor agrees that at all times prior to the Expiration Date the Trustor will at the Trustors own expense maintain preserve and keep the Site or cause the Site to be maintained preserved and kept in a good first class condition and consisting only of those uses allowed by the Agreement.

The Trustor will from time to time make or cause to be made all repairs replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Site.

ARTICLE III

TAXES AND INSURANCE
Section 3.1 Taxes Other Governmental Charges and Utility Charges. Trustor shall pay or cause to be paid prior to delinquency all taxes assessments charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Site or the Security or any part thereof.

Section 3.2 Trustor agrees to provide insurance for the Site as follows a Commercial General Liability Insurance. A policy of comprehensive broad form commercial general liability insurance including an umbrella policy coverage in an amount not less than Five Million Dollars $5000000.00. b Workers Compensation. A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify insure and provide legal defense for Trustor Beneficiary and the City of Carson.
c Automobile Insurance. A policy of comprehensive automobile liability insurance to include all autos owned hired and non-owned in an amount not less than Five Million Dollars $5000000 combined single limit per occurrence for bodily injury and property damage including an umbrella policy coverage. d Standard All Risk Insurance. A policy with fire and extended coverage including vandalism and malicious mischief endorsements for 100% of full replacement value insuring against all risks of physical loss including without limitation a guaranteed replacement cost and code compliance coverage endorsement excluding earthquake coverage boiler and machinery insurance coverage heating air conditioning equipment and other equipment of such nature and insurance against loss or damage to personal property located on the Site by fire and other hazards covered by such insurance 4 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.113559x1

without any deductible clause unless approved in writing by the Beneficiary. Authority hereby consents to the Trustors use of an insurance policy with a $1000 deductible. In the event any tenant on the Site fails to maintain coverage to the extent of one hundred percent 100% of full replacement value for the Site the Trustor shall maintain such additional or gap insurance to satisfy the requirements of this Section.

ARTICLE IV

DAMAGE DESTRUCTION OR CONDEMNATION
Section 4.1 Damage and Destruction. If prior to the Expiration Date the Security or any portion thereof is destroyed in whole or in part or is damaged by fire or other casualty the Trustor shall either a repay the Authority Note in full or b cause any insurance proceeds arising from insurance referred to in Section 3.2 hereof and any other coverage acquired by the Trustor to be used to promptly rebuild and replace the Security and repair and replace the Security as necessary to bring the Security into conformity with the standards provided that such covenants shall be subordinated to the provisions of all senior obligations to which this Deed of Trust is subordinate.

Section 4.2 Condemnation. Subject to the provisions of senior obligations to which this Deed of Trust is subordinate iftitle to or any interest in or the temporary use of the Property or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental authority or by any person acting under governmental authority including any proceeding or purchase in lieu thereof the proceeds as a result of such taking shall be paid as provided by the law of the State of California to all persons or entities as their interests appear of record.

ARTICLE V

REPRESENTATIONS COVENANTS AND WARRANTIES OF THE TRUSTOR Section 5.1 Defense of the Title. The Trustor covenants that it is lawfully seized and possessed of title in fee simple to the Property that it has good right to sell convey or otherwise transfer or encumber the same and that the Trustor for itself and its successors and assigns warrants and will forever defend the right and title to the foregoing described and conveyed property unto the Beneficiary its successors and assigns against the claims of all persons whomsoever excepting only encumbrances approved by the Beneficiary.

Section 5.2 Inspection of the Project. The Trustor covenants and agrees that the Beneficiary and its duly authorized agents attorneys experts engineers accountants and representatives shall have the right to enter the Property during normal business hours following 24 hours notice to Trustor.

Section 5.3 Granting of Easements. Trustor covenants and agrees that it will grant easements licenses rights-of-way or other similarrights or privileges in the nature of easements with respect to any property or rights included in the Security which facilitate the use of the Property but do not diminish the Security with the prior written approval of the Beneficiary which approval shall not be unreasonably withheld.
5 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed ofTrust
01007.0305.113559v1

ARTICLE VI

AGREEMENTS AFFECTING THE SITE

FURTHER ASSURANCES
Section 6.1 Other Agreements Affecting Property. The Trustor shall duly and punctually perform all terms covenants conditions and agreements binding upon it under the Agreement and the Housing Agreement.

Section 6.2 Further Assurances After Acquired Property. At any time and from time to time upon request by the Beneficiary the Trustor shall make execute and deliver or cause to be made executed and delivered to the Beneficiary and where appropriate cause to be recorded and/or filed and from time to time thereafter to be recorded and/or filed and from time to time thereafter to be re-recorded and/or therefore at such time and in such offices and places as shall be deemed desirable by the Beneficiary any and all such other and further deeds of trust security agreements financing statements respecting personal property instruments of further assurance certificates and other documents as may in the opinion of the Beneficiary be necessary or desirable in order to effectuate complete or perfect or to continue and preserve a the obligations of the Trustor under this Deed of Trust and b the lien of this Deed of Trust as a lien prior to all liens except those obligations which shall be senior obligations pursuant to the provisions of this Deed of Trust or the Housing Agreement. Upon any failure by the Trustor to do so the Beneficiary may make execute record file re-record and/or refile any and all such deeds of trust security agreements instruments certificates and documents for and in the name of the Trustor and the Trustor hereby irrevocably appoints the Beneficiary the agent and attorney-in-fact of the Trustor to do so. The lien hereof shall automatically attach without further act to all after-acquired property deemed to be part of the Security as defined herein.

Section 6.3 Agreement to Pay Attorneys Fees and Expenses. In the event of an Event of Default hereunder and ifthe Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust the Trustor agrees that it will on demand therefore pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary and any such amounts paid by the Beneficiary shall bear interest from the date such expenses are incurred at the maximum rate permitted by Article XV of the California Constitution.

Section 6.4 Subrogation Payment of Claims. Provided that the Beneficiary gives notice the Beneficiarys claim shall be subrogated to the claims and liens of all parties whose claims or liens are discharged or paid by the Beneficiary pursuant to the provisions hereof. If permitted in the Agreement the Beneficiary shall have the right to pay and discharge the obligations secured by this Deed of Trust.

Section 6.5 Transfer. No sale transfer lease pledge encumbrance creation of a security interest in or other hypothecation of the Security shall relieve the Trustor from primary liability under this Deed of Trust or the Agreement without the express written release of the Beneficiary.
6 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.1135590

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Default Defined. The failure of Trustor to perform any term or condition of the Agreement the Authority Note or this Deed of Trust and the failure of the Defaulting Party to cure any such breach or failure within the cure period provided in Article 800 of the Housing Agreement after receipt of written notice from Beneficiary in accordance with Article 800 of the Housing Agreement shall be an Event of Default hereunder.

Section 7.2 The Beneficiarys Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing the Beneficiary may a Either in person or by agent with or without bringing any action or proceeding or by a receiver appointed by a court and without regard to the adequacy of its security enter upon the Property and take possession thereof or any part thereof and of any of the Security in its own name or in the name of Trustee and do any acts which it deems necessary or desirable to preserve the value marketability or rentability of the Property or part thereof or interest therein increase the income therefrom or protect the Security hereof and with or without taking possession of the Property sue for or otherwise collect the rents issues and profits thereof including those past due and unpaid and apply the same less costs and expenses of operation and collection including attorneys fees upon any amounts owed to Beneficiary all in such order as Beneficiary may determine. The entering upon and taking possession of the Property 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 in response to such Default or pursuant to such notice of Default and notwithstanding the continuance in possession of the Property or the collection receipt and application of rents issues or profits Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust the Authority Note the Agreement or by law upon occurrence of any Event of Default including the right to exercise the power of sale. A copy of any Notice of Default and a copy of any Notice of Sale hereunder shall be mailed to Trustor at its address herein given b Utilize all Project funds and all incomes collected to cause the correction or completion of the work and correct the work and prosecute it to completion and Beneficiary may employ or contract with all forces necessary to do the work and may use all Project funds for such purposes
c Commence an action to foreclose this Deed of Trust as a mortgage appoint a receiver or specifically enforce any of the covenants hereof d Deliver to Trustee a written declaration of default and demand for sale and a written notice of default and election to cause Trustors interest in the property to be sold which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the County in which the Property is located or e Exercise all other rights and remedies provided herein in the instruments by which the Trustor acquires title to the Property including any Security or in any 7 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.113559v1

other document or agreement now or hereafter evidencing creating or securing all or any portion of the obligations secured hereby or provided by law.

Section 7.3 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust which is secured hereby and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. a Upon receipt of such notice from the Beneficiary Trustee shall cause to be recorded published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall without demand on Trustor after lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law sell the Property at the time and place of sale fixed by it in said Notice of Sale either as a whole or in separate lots or parcels or items as Trustee shall deem expedient 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 the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold but without any covenant or warranty express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.

Any person including without limitation Trustor Trustee or Beneficiary may purchase at such sale and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers.
b After deducting all reasonable costs fees and expenses of Trustee including costs of evidence of title in connection with such sale Trustee shall apply the proceeds of sale to payment of all sums then secured hereby and the remainder if any to the person or persons legally entitled thereto.
c Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale and from time to time thereafter and without further notice make such sale at the time fixed by the last postponement or may in its discretion give a new notice of sale.

Section 7.4 Receiver. If an Event of Default shall have occurred and be continuing Beneficiary as a matter of right and without further notice to Trustor or anyone claiming under Security and without regard to the then value of the Property or the interest of Trustor therein shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security or a part thereof and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the powers and duties of receivers in like or similarcases and all the powers and duties of Beneficiary in case of entry as provided herein and shall continue as such and exercise all such powers until the date of confirmation of sale of the Property unless such receivership is sooner terminated.

Section 7.5 Remedies Cumulative. No right power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right power or remedy but each and every such right power and remedy shall be cumulative and 8 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed ofTrust
01007.0305.113559v1

concurrent and shall be in addition to any other right power and remedy given hereunder or now or hereafter existing at law or in equity.

Section 7.6 No Waiver.
a No delay or omission of the Beneficiary to exercise any right power or remedy accruing upon any Default shall exhaust or impair any such right power or remedy or shall be construed to be a waiver of any such Default or acquiescence therein and every right power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver expressed or implied by the Beneficiary to or of any breach by the Trustor in the performance of the obligations hereunder shall be deemed or construed to be a consent to or waiver of obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default irrespective of how long such failure continues shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights powers or remedies consequent on any breach or Default by the Trustor. b If the Beneficiary itakes other or additional security iiwaives or does not exercise any right granted herein in the Housing Agreement or in the Agreement iiicertifies completion of any part of the Security from the lien of this Deed of Trust or otherwise changes any of the terms covenants conditions or agreements of this Deed of Trust the Housing Agreement or the Agreement iv consents to the filing of any map plat or replat affecting the Security v consents to the granting of any easement or other right affecting the Security or vi makes or consents to any agreement subordinating the lien hereof any such act or omission shall not discharge modify change or affect the original liability under this Deed of Trust or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof or any maker co-signer endorser surety or guarantor nor shall any such act or omission preclude the Beneficiary from exercising any right power or privilege herein granted or intended to be granted in the event of any Default then made or of any subsequent Default nor except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Property the Beneficiary without notice is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Security or a part thereof or the indebtedness secured hereby or with reference to any of the terms covenants conditions or agreements hereof as fully and to the same extent as it might deal with the Trustor and without in any way releasing or discharging any liabilities obligations or undertakings of the Trustor.

Section 7.7 Suits to Protect the Security. The Beneficiary shall have power upon ninety 90 days notice to the Trustor to a institute and maintain such suits and proceedings as it
may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as secured by this Deed of Trust by any acts which may be unlawful or any violation of this Deed of Trust b preserve or protect its interest as described in this Deed of Trust in the Security and in the rents issues profits and revenues arising therefrom and c restrain the enforcement of or compliance with any legislation or other governmental enactment rule or order that may be unconstitutional or otherwise invalid ifthe enforcement for compliance 9 Attachment No. 10 to
600 W. Carson lousing Agreement
Authority Deed ofTrust
01007.0305.113559vl

with such enactment rule or order would impair the security thereunder or be prejudicial to the interests of the Beneficiary.

Section 7.8 Trustee May File Proofs of Claim. In the case of any receivership insolvency bankruptcy reorganization arrangement adjustment composition or other proceedings affecting the Trustor its creditors or its property the Beneficiary to the extent permitted by law shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings for any amount which may become due and payable by the Trustor hereunder after such date.

ARTICLE VIII

SUBORDINATION
Section 8.1 Subordination. The Beneficiary agrees to execute documents reasonably satisfactory to its counsel to subordinate the lien of this Deed of Trust provided no Notice of Default under its terms appears of record to the following a Senior Financing for the Site as defined in and within the limitations set forth in the Housing Agreement.
b Take out or refinancing of the Site subject to the limitations contained in theHousing Agreement.

Section 8.2 Description of Loans. Any loan to which this Deed of Trust is to be subordinated shall be evidenced by a promissory note which shall not be limited with respect to any terms except as may be otherwise provided by Section 8.1 hereof including the principal amount thereof or the rate of interest thereon provided however that any such loan or loans shall be subject to the approval of Beneficiary pursuant to the terms of the Housing Agreement.

Section 8.3 Purpose and Use of Loans. Any loan or loans to which this Deed of Trust shall be subordinated may be used for any purposes in connection with the improvement of the Property. Any lender in making any disbursement pursuant to any such loan or loans shall be under no obligation or duty to see to the application or use of such proceeds for the purposes provided herein and any application or use of such proceeds for purposes other than those provided for in this Article shall not defeat the subordination herein made in whole or in part.

Section 8.4 Execution of Subordination Agreement. Beneficiary agrees upon request provided that Trustor is not in default under this Deed of Trust or the Agreement to execute a Subordination Agreement or agreements in form reasonably acceptable to the Beneficiary in favor of any loan or loans to which this Deed of Trust is to be subordinated and to deliver same to Trustor for recordation in order to confirm of record the subordination provided in this Deed of Trust. In the event of express conflict the terms of any Subordination Agreement executed by Beneficiary shall prevail over the terms regarding such subordination provided herein. The Parties acknowledge that this Deed of Trust shall not be subordinated to a position lower than third in lien priority.
10 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
010070305.1135590

ARTICLE IX

RELEASES
Section 9.1 Release. This Deed of Trust shall only be released upon termination of the repayment obligation as described in Section 3 of the Authority Note without the occurrence of an Event of Acceleration as described in Section 4 of the Authority Note.

ARTICLE X

MISCELLANEOUS
Section 10.1 Amendments. This instrument cannot be waived changed discharged or terminated orally but only by an instrument in writing signed by the party against whom enforcement of any waiver change discharge or termination is sought.

Section 10.2 Trustor Waiver of Rights. Trustor hereby acknowledges that it is aware of and has the advice of counsel of its choice with respect to its rights under the Constitution of the United States including but not limited to its rights arising under the Fourth Fifth Sixth and Fourteenth Amendments thereto and the Constitution of the State of California. Trustor agrees that Beneficiary may exercise its rights hereunder in accordance with the provisions hereof including but not limited to the exercise of the power of sale pursuant to Section 7.4 hereof and Trustor hereby expressly waives its rights under such Constitutions with respect thereto including but not limited to its rights ifany to notice and a hearing upon the occurrence of an Event of Default hereunder provided however nothing contained herein shall be deemed to be a waiver of Trustees rights to reinstate or redeem this Deed of Trust in accordance with applicable law. Trustor further waives to the extent permitted by law a the benefit of all laws now existing or that may hereafter be enacted providing for any appraisal before sale of any portion of the Security b all rights of valuation appraisal stay of execution and marshaling in the event of foreclosure of the liens hereby created and c all rights and remedies which Trustor may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties.

Section 10.3 Reconveyance by Trustee. Upon surrender of this Deed of Trust to Trustee for cancellation and retention and upon payment by Trustor of Trustees reasonable fees Trustee shall reconvey to Trustor or to the person or persons legally entitled thereto without warranty any portion of the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as the person or persons legally entitled thereto.

Section 10.4 Notices. Whenever Beneficiary Trustor or Trustee shall desire to give or serve any notice demand request or other communication with respect to this Deed of Trust each such notice demand request or other communication shall be in writing and shall be effective only if the same is delivered by personal service or mailed by registered or certified mail postage prepaid return receipts requested or by telegram addressed to the address set forth in the first paragraph of this Deed of Trust. Any party may at any time change its address for such notices by delivering or mailing to the other parties hereto as aforesaid a notice of such change.
11 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.1135590

Section 10.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust duly executed and acknowledged is made a public record as provided by law.

Section 10.6 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction such illegality or invalidity shall not affect the balance of the terms and provisions hereof which terms and provisions shall remain binding and enforceable.

Section 10.6 No Merger. If title to the Property shall become vested in the Beneficiary this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger and in such event Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary under this Deed of Trust. In addition upon foreclosure under this Deed of Trust pursuant to the provisions hereof any leases or subleases then existing and affecting all or any portion of the Security shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice of termination to such tenant or subtenant.

Section 10.8 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Any action to enforce the provisions hereof shall be instituted and maintained in the Superior Court of the County of Los Angeles State of California or in any other appropriate court in that county.

Section 10.9 TCAC Requirement. Beneficiary acknowledges that Trustor and the Tax Credit Allocation Committee TCAC intend to enter into an extended use agreement which constitutes the extended low-income housing commitment described in Section 42h6B of the Internal Revenue Code as amended the Code. As of the date hereof Code Section 42h6Eii does not permit the eviction or termination of tenancy other than for good cause of an existing tenant of any low-income unit or any increase in the gross rent with respect to such unit not otherwise permitted under Code Section 42 for a period of three 3 years after the date the building is acquired by foreclosure or by instrument in lieu of foreclosure. In the event the extended use agreement required by TCAC is recorded against the Site the Trustor agrees to comply with the provisions set forth in Code Section 42h6Eii. 12 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.113559v1

IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day and year first above written.

Trustor
XXX
a California
By
XXX
13 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.1135590

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal

STATE OF CALIFORNIA
ss.

COUNTY OF
On 20 before me a
Notary Public personally appeared who
proved to me on the basis of satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized eapacityies and that by his/her/their signatures on the instrument the personsor the entity upon behalf of which the persons acted executed the instrument.

I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Seal
14 Attachment No. 10 to
600 W. Carson Housing Agreement
Authority Deed of Trust
01007.0305.113559v1

ATTACHMENT I I

GUARANTY
THIS GUARANTY the Guaranty is executed as of 20 _ by THE RELATED COMPANIES L.P. a New York limited partnership Guarantor for the benefit of the CARSON HOUSING AUTHORITY a municipal corporation the Authority with reference to the following facts

RECITALS
A. Pursuant to that certain Affordable Housing Financing Disposition and Development Agreement dated as of 2012 between the Authority and a California the Developer the Agreement Developer has agreed to develop an affordable residential apartment complex Project in the City of Carson County of Los Angeles State of California and as described in the Agreement. Capitalized terms used and not otherwise defined herein shall have the definitions ascribed to said terms in the Agreement.

B. Pursuant to the terms of the Agreement upon the consummation of the transactions contemplated therein the Closing Developer shall have certain post-Closing obligations and liabilities including without limitation the construction and development of the Project in accordance with the terms of the Agreement.

C. Guarantor is an affiliate of the Developer.

D. As a condition to approving the Agreement the Authority has required that Guarantor guaranty the Developers timely performance and payment of the Developers obligations under the Agreement in accordance with the terms of this Guaranty.

E. The Authority has agreed that the Guarantors performance obligations shall terminate as provided in Paragraph 3.5 of this Guaranty.

AGREEMENT
NOW THEREFORE for valuable consideration the receipt and sufficiency of which are acknowledged Guarantor hereby certifies represents and warrants to the Authority and agrees as follows
ARTICLE 1

REPRESENTATIONS AND WARRANTIES
Guarantor makes the following representations and warranties which shall be continuing representations and warranties until this Guaranty expires in accordance with the provisions contained herein
Guaranty
01007.0305.113559v1
Attachment No. I I to
600 W. Carson Housing Agreement

1.1 No Conflict. The execution. and delivery of this Guaranty are not and the performance of this Guaranty will not be in contravention of or in conflict with any agreement indenture or undertaking to which Guarantor is a party or by which it or any of its property is or may be bound or affected and do not and will not cause any security interest lien or other encumbrance to be created or imposed upon any such property.

1.2 Financial Condition. Guarantors financial statements which have heretofore been submitted in writing by Guarantor to the Authority in connection herewith are true and correct and fairly present the financial condition of Guarantor for the period covered thereby.

Since the date of said financial statements there has been no materially adverse change in Guarantors financial condition. Guarantor has no knowledge of any liabilities contingent or otherwise as of the date of said financial statements which are not reflected in said financial statements and other than in the ordinary course of its business Guarantor has not entered into any commitments or contracts which are not reflected in said financial statements or which may have a materially adverse effect upon its financial condition operations or business as now conducted.

1.3 Solvency. The execution and delivery of this Guaranty will not irender Guarantor insolvent under generally accepted accounting principles nor render Guarantor Insolvent as defined below ii leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of Guarantors business or iii result in the incurrence of Debts as defined below beyond Guarantors ability to pay them when and as they mature. For the purposes of this Section 1.3 Insolvent means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured. For the purposes of this Section 1.3 Debts includes any legal liability for indebtedness whether matured or unmatured liquidated or unliquidated absolute fixed or contingent.

1.4 Financial or other Benefit or Advantage. Guarantor hereby acknowledges and warrants that Guarantor is an affiliate of the Developer and that Guarantor has derived or expects to derive a financial or other benefit or advantage from the consummation of the transactions contemplated by the Agreement.

ARTICLE 2

GUARANTEED OBLIGATIONS

2.1 Guaranty. Except as limited by Paragraph 3.5 of this Guaranty Guarantor hereby unconditionally and irrevocably guarantees the full and faithful completion of the construction of the Project as required on the part of Developer to be performed and observed under the Agreement including but not limited to the punctual payment of all amounts required to be paid by the Developer to cause the completion of the construction of the Project collectively the Guaranteed Obligations.

2.2 Obligations Absolute. Except as limited by Paragraph 3.5 of this Guaranty the obligations of Guarantor hereunder shall remain in full force and effect without regard to and shall not be affected or impaired by the following any of which may be taken without the 2 Guaranty
01007.0305.1135590
Attachment No. I I to
600 W. Carson Housing Agreement

consent of or notice to Guarantor nor shall any of the following give Guarantor any recourse or right of action against the Developer

2.2.1 Any express or implied amendment modification renewal addition supplement extension acceleration or assignment of or to any of the Guaranteed Obligations

2.2.2 Any exercise or non-exercise by the Authority of any right or privilege under this Guaranty or the documents evidencing the Guaranteed Obligations

2.2.3 Any bankruptcy insolvency reorganization composition adjustment dissolution liquidation or other like proceeding relating to Guarantor the Developer or any other guarantor which term shall for the purposes of this Guaranty include any other party at any time directly or contingently liable for any of the Guaranteed Obligations under the Agreement or any other documents relating thereto or any affiliate of the Developer or any action taken with respect to this Guaranty by any trustee or receiver or by any court in any such proceeding whether or not Guarantor shall have had notice or knowledge of any of the foregoing

2.2.4 Any release or discharge of any guarantor or of any other party at any time contingently liable for the Guaranteed Obligations

2.2.5 Any assignment or other transfer of this Guaranty in whole or in part and/or

2.2.6 Any acceptance of partial performance of the Guaranteed Obligations.

2.3 Waivers. Guarantor unconditionally waives any defense to the enforcement of this Guaranty including without limitation

2.3.1 All presentments demands for performance notices of nonperformance protests notices of protest notices of dishonor and notices of acceptance of this Guaranty

2.3.2 Any right to require the Authority to proceed against the Developer or any other guarantor at any time or to proceed against or exhaust any security held by the Authority at any time or to pursue any other remedy whatsoever at any time

2.3.3 The defense of any statute of limitations affecting the liability of Guarantor hereunder the liability of the Developer or any guarantor in respect of the Guaranteed Obligations or the enforcement hereof to the extent permitted by law

2.3.4 Any defense arising by reason of any disability of the Developer or any guarantor or of any manner in which the Authority has exercised its rights and remedies in respect of the Guaranteed Obligations or by any cessation from any cause whatsoever of the liability of any guarantor

2.3.5 Any defense based upon an election of remedies by the Authority 3 Guaranty
01007.0305.113559v1
Attachment No. I I to
600 W. Carson Housing Agreement

2.3.6 Any duty of the Authority to advise Guarantor of any information known to the Authority regarding the financial condition of the Developer and all other circumstances affecting the Developers ability to perform its obligations to the Authority it being agreed that Guarantor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances

2.3.7 Without limiting the generality of the foregoing or any other provision hereof any rights and benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809 2810 2819 2839 2845 2848 2849 2850 2899 and 3433 or any successor sections provided however that any benefits impacting Guarantors right to seek subrogation reimbursement contribution or indemnification against Developer shall not be waived.

2.4 Subrogation. Guarantor understands that the exercise by the Authority of certain rights and remedies may affect or eliminate Guarantors right of subrogation against the Developer or any other guarantor and that Guarantor may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless Guarantor hereby authorizes and empowers the Authority its successors endorsees and/or assigns to exercise in its or their sole discretion any rights and remedies or any combination thereof which may then be available it being the purpose and intent of Guarantor that the obligations hereunder shall be absolute continuing independent and unconditional under any and all circumstances.

2.5 Independent and Separate Obligations. The obligations of Guarantor hereunder are independent of the obligations of the Developer in respect of the Guaranteed Obligations and in the event of any default hereunder a separate action or actions may be brought and prosecuted against Guarantor whether or not Guarantor is the alter ego of the Developer and whether or not the Developer is joined therein or a separate action or actions are brought against the Developer. Authoritys rights hereunder shall not be exhausted until all of the Guaranteed Obligations have been fully paid and performed.

2.6 Bankruptcy No Discharge Repayments. So long as any of the Guaranteed Obligations hereunder shall be owing to the Authority Guarantor shall not without the prior written consent of the Authority commence or join with any other party in commencing any bankruptcy reorganization or insolvency proceedings of or against the Developer. Guarantor understands and acknowledges that by virtue of this Guaranty it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Developer.

As an example and not in any way of limitation a subsequent modification or assignment of the Guaranteed Obligations in any reorganization case concerning the Developer shall not affect the obligation of Guarantor to pay and perform the Guaranteed Obligations in accordance with their respective original terms. If claim is ever made upon the Authority for repayment of any amount or amounts received by the Authority in payment of the obligations in respect of the Guaranteed Obligations and the Authority repays all or any part of said amount then notwithstanding any revocation or termination of this Guaranty or the cancellation of the Guaranteed Obligations Guarantor shall be and remain liable to the Authority for the amount so repaid to the same extent as ifsuch amount had never originallybeen received by the Authority. 4 Guaranty
01007.0305.113559v1
Attachment No. I I to
600 W. Carson Housing Agreement

2.7 Minimum Tangible Net Worth. At all times Guarantor shall maintain a Tangible Net Worth defined below of at least Ten Million Dollars $10000000.00. If at anytime Guarantors Tangible Net Worth is less than Ten Million Dollars $10000000.00 Guarantor shall ideposit with the Authority an irrevocable direct pay letter of credit in form and substance and from a bank or other financial institution acceptable to the Authority or other security acceptable to the Authority in the amount of the difference between the Tangible Net Worth of Guarantor and $10000000.00 or iiprovide an additional or substitute guarantor or make other arrangements in form and substance acceptable to the Authority to achieve that Guarantor shall have a Tangible Net Worth of at least $10000000.00. Upon Guarantors obtaining a Tangible Net Worth of at least $10000000.00 the Authority shall release any such letter of credit or security to Guarantor. As used herein Tangible Net Worth shall mean with respect to Guarantor the sum of Guarantors total assets less iall of Guarantors intangible assets including costs in excess of book value for acquisitions and iiall of Guarantors total liabilities in each case as determined in accordance with generally accepted accounting principles as in effect on the date of this Guaranty and consistently applied throughout the periods covered by the applicable financial statements.

2.8 Financial Statements. Guarantor shall deliver to Authority on an annual basis but no later than 120 days after the last day of each annual period a prepared consolidated balance sheet and income statement covering Guarantors consolidated operations during the covered period in a form reasonably acceptable to the Authority and certified by a duly appointed and authorized officer of Guarantor Authorized Officer together with a certificate of compliance in respect of the financial covenant above executed by an Authorized Officer.

2.9 Notwithstanding anything to the contrary contained in this Guaranty any release of Developer from its obligation to perform any of the Guaranteed Obligations or from any obligation to pay the Guaranteed Obligations shall similarly release Guarantor from its obligations hereunder.

2.10 Notwithstanding anything to the contrary contained in this Guaranty Guarantor shall be entitled to assert any defenses that would be able to be asserted by Developer pursuant to the Agreement.

ARTICLE 3

MISCELLANEOUS

3.1 Exercise of Remedies Successors Etc. No delay or failure by the Authority to exercise any remedy against the Developer or Guarantor will be construed as a waiver of that right or remedy. All remedies of the Authority are cumulative. When the context in which the words are used in this Guaranty indicates that such is the intent words in the singular number shall include the plural and vice-versa. If anyone or more of the provisions of this Guaranty should be determined to be illegal or unenforceable all other provisions shall remain effective.

The Guarantor shall not have the right to assign any of its rights or obligations under this Guaranty.
5 Guaranty
01007.0305.113559v1
Attachment No. I I to
600 W. Carson Iiousing Agreement