A G E N D A
JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY
COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
DECEMBER 2, 2025
PUBLIC PARTICIPATION AND ACCESSIBILITY
PLEASE SILENCE CELLULAR PHONES WHILE INSIDE THE MEETING LOCATION Viewing of Meetings:
• In-person – City Council Chambers, 613 E. Broadway, 2nd Floor, Glendale, CA 91206 • Live Broadcast via Glendale TV, viewable on Spectrum Cable, channel 6, and AT&T U-verse, channel 99. Meetings are also streamed on the City webpage, glendaleca.gov/live, on YouTube.com/myglendale, and on the Cablecast app under "Glendale TV". Meetings are also archived on the City Website for viewing anytime at glendaleca.gov/agendas.
Joint Council/Housing meeting agenda packets, any agenda related documents, and additional documents are available at City Hall and online for public viewing on the City’s website:
https://www.glendaleca.gov/government/public-meeting-portal ADA Accessibility and Translation Services
:
In compliance with the Americans with Disabilities Act (ADA) of 1990, auxiliary hearing aids, sign language translation, and Braille transcripts are available upon request. Assisted listening devices are available same-day upon request. The City Clerk’s office should be notified 72 hours (three business days) or as soon as practicable for requests regarding sign language translation and Braille transcription services; please direct all accessibility requests to (818) 548-2090. For translations, please specify the language for which you require translation. The exclusive use of City provided interpreters is not required and persons are welcome to use their own interpreter or speak in their native language.
Public participation in Council meetings may occur as follows :
• In-person – City Council Chambers
• T elephonic participation: Call (818) 937-8100
If you have any questions about matters on the agenda, or requests for assistance including agenda email notification, please contact the City Clerk’s Office via email at [email protected], or by phone at (818) 548-2090. 1 TYPED 11/26/2025 8:15:27 AM
12 02 25
CC HA
PUBLIC COMMENT GUIDELINES
The City Council and Housing Authoirty welcome public input at City Council meetings. Public input during joint meetings is regulated by the City Council’s Rules of Order, Procedure and Decorum for the Conduct of City Council Meetings as set forth in Resolution No. 25-76, which will be summarized below.
Written Comments and Documents
:
Public comments received in writing will NOT be read aloud at the meeting but will be part of the meeting record. Written public comments can be emailed to [email protected], and will be uploaded to the City website as an attachment to the agenda item. When submitting a public comment, please make sure to include the following:
1. Name (optional); and
2. Agenda item to which you are submitting public comment
3. Submit no later than 12:00 p.m. on the day of the City Council meeting. Correspondence received after this time may not be distributed until the following business day.
All documents related to open session items on this agenda that are received less than 72 hours prior to this meeting, and are public records, will be available for review in the Office of the City Clerk, 613 E. Broadway, Room 110, Glendale, CA 91206.
Public Comments During Council Meeting
:
Public Comments during Community Event Announcements, First and Second Periods of Oral Communications and agenda items will be governed as provided in the descriptions for those items on the agenda below. Pursuant to State law, the City Council may not discuss or take action on any item not appearing on the meeting agenda, except that members of the City Council, Housing Authority or staff may ask a question for clarification or briefly respond to statements made or questions posed by persons exercising public testimony rights (Government Code Section 54954.2). Staff may be asked to follow up on such items.
Submitting Speaker Cards or Calling In for Public Comment :
Speaker cards must be submitted and telephonic participants must call in and be in the call-in queue, PRIOR to the completion of the verbal staff report on the agenda item (unless waived by the Mayor). Any audio-visual files displayed by speakers must be emailed to the Clerk’s office by 12:00 pm on the day before a Council meeting.
2 TYPED 11/26/2025 8:15:27 AM
12 02 25
CC HA
DECEMBER 2, 2025
ROLL CALL
- 3:00 PM
- Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda.
The Agenda for the Tuesday, December 2, 2025 joint public meeting of the City Council and Housing Authority was posted on November 25, 2025 on the Bulletin Board outside City Hall.
A JOINT PUBLIC MEETING of the City Council and Housing Authority is hereby called to meet at 3:00 PM
on Tuesday, December 2, 2025, in the Council Chamber, 613 E.
Broadway, 2nd Floor, Glendale, CA 91206 to consider the following item(s) of business, to wit;
1. Community Development, re: Policy Follow-up for Glendale Rental Assistance & Stability Program
1. City Council Motion approving the Glendale Rental Assistance and Stability Program Policies & Procedures and Staffing;
2. City Council Motion Directing Staff on Policy Choices Related to Glendale Rental Assistance and Stability Program Implementation;
3. City Council Motion Directing Staff to Request a 20% Attorney Services Waiver from LACAHSA and Use Any Released Funds to GRASP Direct Assistance
HEARINGS
Community Development, re: Approval to Appropriate Funds to Assist with the Rehabilitation of Hamilton Court, a Transitional Affordable Housing Project, and Public Hearing for Substantial Amendment to the HOME-ARP Allocation Plan.
1. City Council Resolution Approving the Designation of Verdugo Housing Corporation as a Community Housing Development Organization;
2. Housing Authority Motion Authorizing Executive Director to T erminate Affordable Housing Acquisition Loan Agreement and Related Documents;
3. Housing Authority Motion Authorizing Executive Director to Execute New Affordable Housing Agreement and Related Documents;
4. City Council Resolution of Appropriation in the Amount of $3,140,861;
5. City Council Motion Authorizing Release of Funds;
6. City Council Motion Approving the Substantial Amendment to the HOME-ARP Allocation Plan;
7. Housing Authority Motion Approving the Substantial Amendment to the HOME-ARP Allocation Plan
ADJOURNMENT
3 TYPED 11/26/2025 8:15:27 AM
12 02 25
CC HA
1 25-89063
CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND
GLENDALE HOUSING AUTHORITY
AGENDA ITEM
Report: Policy Follow-up for Glendale Rental Assistance & Stability Program
1. City Council Motion approving the Glendale Rental Assistance and Stability Program Policies & Procedures and Staffing;
2. City Council Motion Directing Staff on Policy Choices Related to Glendale Rental Assistance and Stability Program Implementation;
3. City Council Motion Directing Staff to Request a 20% Attorney Services Waiver from LACAHSA and Use Any Released Funds to GRASP Direct Assistance.
COUNCIL ACTION
Item Type: Action Item
Approved for December 2, 2025 calendar
EXECUTIVE SUMMARY
The Glendale Rental Assistance and Stabilization Program (GRASP) is the City’s new prevention-focused rental assistance program funded through the Los Angeles County Affordable Housing Solutions Agency (LACAHSA) Renter Protection & Homelessness Prevention (RPHP) allocation. Previously Council authorized $1.1 million in LACAHSA funds to establish GRASP and $300,000 to fund the existing LIFERAP program.
The attached GRASP Policies & Procedures Manual translates LACAHSA requirements into a clear, locally administrable program structure. It includes eligibility criteria aligned with County guidelines, a two-tiered Critical/Non-Critical grouping that ensures housing security threats are prioritized, and a transparent Points Rubric similar to preference systems used in Section 8 programs. It also outlines the City’s approach to outreach, documentation, verification, case management, payment rules, quality control, and compliance.
This report requests Council approval of the GRASP Policies & Procedures Manual, authorization to begin program implementation and staffing, and direction on several policy choices needed before launch. Specifically, Council direction is needed on:
1.Eligibility Settings - Whether to maintain eligibility at less than or equal to 80% AMI (LACAHSA standard) or lower it further (e.g., ≤50% AMI or ≤30% AMI). 4 of 274
12 25-89063
6 4
8 6
2.Prioritization Structure -Whether to preserve the Critical/Non-Critical grouping or merge all applicants into a single queue.
3.Points Rubric -Whether to adopt the proposed scoring system, modify point weights, add categories, or replace the rubric with an alternative (such as a lottery or first-come/first-served model).
4.Target Populations -Whether to adopt staff-recommended service targets of 20% seniors and a minimum of 10 GCC student households, or adjust/eliminate these targets.
5.Attorney Services Requirement -Whether to fund a full attorney-services program using the required 20% LACAHSA set-aside, or authorize staff to request a waiver by crediting Glendale’s existing investment in renter education through the Rental Rights Program.
If Council supports the waiver approach, approximately $334,000 would shift from the attorney-services requirement into direct rental assistance, increasing GRASP’s impact while retaining a modest budget (~$87,000) for targeted outreach and limited legal navigation support.
Upon approval requested in this report, staff will proceed with hiring two hourly Case Managers and one hourly Intake & Outreach Coordinator level employee, finalize SOPs and forms, configure the case-management and finance systems, and coordinate with community-based organizations, and other partners to prepare for program launch of GRASP.
5 of 274
12 25-89063
6 4
8 6
6 of 274
13 25-89063
6 4
8 6
RECOMMENDATION
That City Council approve and authorize implementation of the GRASP as outlined in the attached Policies & Procedures Manual, along with the staffing and administrative structure. The current design represents the strongest balance between LACAHSA compliance, best practices, operational feasibility, equity, and transparency. Staff also recommends City Council authorize staff to pursue the attorney services wavier.
ANALYSIS
On September 30, 2025, the Council approved allocating $1.1 million to establish the Glendale Rental Assistance and Stabilization Program (GRASP) and $300,000 to continue Low Income Family Emergency Rental Assistance Program. GRASP is designed to operate within the requirements of LACAHSA under its Renter Protection & Homelessness Prevention (RPHP) framework. LACAHSA is the countywide public agency that coordinates, funds, and monitors housing programs using countywide Measure A sales tax funding. RPHP encompasses three toolsets: Emergency Rental Assistance, Temporary Rental Assistance, and Short-Term Income Support.
This report requests approval of the GRASP Policies & Procedures (Exhibit 1) and authorization to implement. GRASP is a prevention program that keeps Glendale renters housed through three time-limited forms of aid: Emergency Assistance (to resolve eviction, utility shutoff), Income-Support Assistance (short-term monthly support while income recovers), and Special Assistance (one-time barrier removal with a clear housing nexus). The GRASP policy was drafted to align with LACAHSA RPHP guidelines and applicable law.
Staff also seeks Council direction on two policy options: (1) service targets (e.g., seniors and student household), and (2) final settings for the prioritization rubric used to assign points to applications.
PROGRAM LAUNCH AND OVERVIEW
Staffing and Operations
GRASP will launch with a lean, compliance-ready team sized to the initial LACAHSA allocation and expected demand. Roles are cross-trained so intake, verification, and payment processing continue smoothly during outreach clinics and surges, and reporting meets LACAHSA monitoring requirements. To remain adaptable for future funding cycles, new positions will be hired as hourly, giving Council the ability to pivot to different program models in subsequent years without long-term staffing commitments. 7 of 274
14 25-89063
6 4
8 6
Team structure
Program Manager & Supervising Case Manager (Existing) - 1.0 FTE. Overall program leadership; queue oversight; final eligibility/benefit determinations; Standard Operating Procedures and quality control; fraud/waste/abuse oversite; LACAHSA reporting; Council/stakeholder briefings.
Case Manager (2 positions) - 2.0 FTE total. Case management; document collection; verification against policy; arm selection (Emergency/Income- Support/Special); benefit sizing using approved worksheet; landlord/utility/vendor coordination; payment packet assembly (W-9/EFT); monthly follow-ups for continuing aid; closure.
Intake & Outreach Coordinator - 1.0 FTE. “Front door” operations:
online/phone/counter intake, completeness checks, appointment scheduling, language-access routing; outreach logistics for openings/clinics; partner referrals; payee setup support; basic dashboards and KPI updates.
Outreach and Application Process
Upon Council approval, staff will open recruitment for 2 Case Managers and 1 Intake & Outreach Coordinator and, in parallel, the GRASP team will: finalize SOPs, standard letters/forms, and the Income-Support sizing worksheet; configure the case- management system (queues, two-source checkpoints) and Finance/AP workflows (vendor/W-9/EFT);and stand up LACAHSA-compliant reporting templates, audit folders, and a brief staff training plan.
GRASP will run a focused, multilingual outreach campaign to reach renters most at risk of housing loss while ensuring broad public awareness. The City will combine digital, print, and in-person strategies, leverage trusted community partners and relevant City departments. To align with LACAHSA’s timelines-and to ensure that Glendale launches alongside LACAHSA’s finalized forms, software tools, and reporting templates and to give staff enough time to plan and organize, staff anticipates opening the GRASP application window and initial waiting list in late February or early March 2026.
Roughly 30–45 days before opening, staff will circulate a GRASP brief and the draft application link to internal teams and hold a coordination meeting with key community organizations.
Two weeks before opening, the City will post the dates, provide information on how to apply (online and in-person) on the housing website and GlendaleRentalRights.com, and issue social media posts and printed flyers in English, Armenian, and Spanish. One week prior, City partners will receive a reminder packet with ready-to-share materials. 8 of 274
15 25-89063
6 4
8 6
GRASP will launch with a two-week public opening to establish an initial pool of applicants and then continue on a rolling basis for verified Critical cases and targeted referrals that advance Council set-asides.
Eligibility for Glendale GRASP program
GRASP targets Glendale renters at risk of housing loss. To qualify, a household must meet baseline criteria aligned with LACAHSA and the attached policy. Meeting the checklist below moves an application forward to prioritization, it does not guarantee funding.
Residence: Rents and occupies a Glendale unit as the primary residence. Income: Gross household income less than or equal to 80% AMI for household size.
Documentation: Can provide required proof (or approved alternatives). Risk or hardship: Shows one of the following:
oImmediate housing threat: nonpayment eviction/UD, utility shutoff or imminent shutoff;
oRecent hardship (within 12 months) with a housing nexus, such as:
good-cause job loss/reduction, medically out-of-pocket costs, or essential car repair/childcare needed to retain employment.
Explicit exclusions: Currently homeless households and owner-occupied/mortgage cases are not eligible.
Prioritization of Applicants
To keep the process fair and auditable while focusing on imminent risk, GRASP uses a two-step method: first, each application is labeled Critical or Non-Critical; •Critical (served first): Imminent eviction/UD or utility shutoff. •Non-Critical: Eligible hardship without an immediate threat.
Second, applications are ranked within their group by a Points Rubric that adds weight for lower income households, higher rent burden, vulnerability indicators (e.g., disability, age 62+, single-member, children), and recent instability (e.g., job loss, medically costs). Staff will serve cases in score order within each group. Ties are broken by timestamp and, if needed, a micro-lottery. This is similar to Section 8 practice, where housing authorities use preference-weighted waitlists to sequence assistance so the highest-need households move forward first.
9 of 274
16 25-89063
6 4
8 6
Points Rubric (Council-tunable weights)
Category Criteria Points
Income ≤30% AMI +6
31–50% AMI +4
51–80% AMI +2
≥91% +5
81–90% +4
71–80% +3
61–70% +2
51–60% +1
Rent Burden (contract
rent + required tenant-
paid utilities ÷ gross
monthly income)
≤50% +0
Vulnerability Disability +3
Senior 62+ +2
Single-member household +1
Children <18 present +1
Instability (last 12
months)
Job loss/reduction (good-cause/involuntary) +2
Major medical expense or temporary
disability (with housing nexus)
+2
GRASP will maintain two ranked active queues, Critical and Non-Critical, built from the two-week opening. Each application is time-stamped and scored. Staff will work in order from the top of the Critical list first, then proceed through the Non-Critical list as funds allow and set-asides are met. As cases are approved, funds are drawn and those applicants move off the active list. When a case closes or assistance expires, unused dollars return to the pot.
At selection, staff will confirm which assistance arm best stabilizes the tenancy at the lowest reasonable cost:
10 of 274
17 25-89063
6 4
8 6
Emergency Assistance pays verified rental or utility arrears and may authorize prospective months one-at-a-time when needed to resolve an active threat, with reasonable assurance of resolution. Payments go directly to landlords/utilities. Income-Support Assistance provides monthly, time-limited support while a household recovers income. It is paid to the household with a monthly verification that funds support housing stability.
Special Assistance is a one-time payment to remove a distinct barrier with a housing nexus (e.g. essential car repair to preserve employment), with vendor pay preferred.
Target Groups
To reflect Council priorities while keeping one unified process, GRASP will use tracked set-asides for two cohorts:
•Seniors (62+): A target of at least 20% of households served annually.
Seniors apply through the same portal. Their cases are labeled and tracked. If monthly monitoring shows staff is behind the target, staff will run senior- focused outreach (libraries/senior centers, partners).
•Glendale Community College (GCC) students: At least 10 student households per year served via a simple GCC referral pathway established by the Low Income Student Rental Assistance Program. Students must meet standard eligibility required by LACAHSA. there is no separate student program and no preference over Critical cases.
Both set-asides operate within the same Critical/Non-Critical lists and points rubric.
Attorney Services Requirement & Potential Waiver
Baseline requirement
LACAHSA’s RPHP guidelines require jurisdictions to dedicate 20% of their annual allocation to Legal Services and Renter Education. For Glendale’s 25-26 FY allocation of $2,105,698, that equals $421,139.60.
Eligible uses include:
Pre-eviction and eviction defense
Right-to-counsel–type services
Limited payments tied to court activity
Legal representation and consultations
Renter outreach and education
11 of 274
18 25-89063
6 4
8 6
Policy options for Council
To comply, Council must decide whether Glendale will fund an attorney-services program or seek a waiver based on the City’s existing investment in renter education and counseling through the Rental Rights Program. The sections below outline both pathways and their budget impacts.
1. Fund a legal/education program at the full 20% ($421,139.60). a. Several implementation models are possible:
i. Contract an agency (non-profit legal aid provider) to take Glendale cases.
ii. Hire a dedicated attorney (City-staffed or time-limited contract) to advise/represent renters within the eligible scope.
iii. Tenant counsel assistance fund (per-case reimbursements or vouchers to approved providers).
iv. Education emphasis (multilingual outreach, trainings, printed/online content) blended with limited-scope legal consults.
v. Request a LACAHSA waiver.
2. Glendale may request a LACAHSA waiver by showing adequate investment in the same category (Legal Services & Renter Education). The City already funds the Rental Rights Program (RRP), which provides multilingual renter education, counseling, workshops, and outreach year-round. On that basis, staff proposes applying to waive the 20% requirement.
a. Waiver credit amount: $334,000.00 (current General Fund investment in RRP renter education/outreach/counseling). Reduce the RPHP legal/education set-aside from $421,139.60 to $87,139.60 (≈4%), and redirect $334,000 to direct prevention under GRASP.
Staff Recommendation
Request the waiver (crediting $334,000 in RRP renter education/counseling/outreach) so that $334,000 shifts into direct assistance for GRASP.
1. How staff would use the remaining $87,139.60 (staff recommendation):
a. Strengthen marketing and outreach for the Rental Rights Program. b. Reserve a modest portion for basic legal services through a local provider (e.g., letter review, notice clarification, deadline guidance, UD navigation).
This approach maximizes immediate prevention impact (more rent paid, more shutoffs prevented) while meeting LACAHSA’s objectives through a lean, high-leverage 12 of 274
19 25-89063
6 4
8 6
legal/education strategy. If the waiver is not approved, staff will return with a full-funding plan for the 20% set-aside.
RPHP Funding
The Glendale GRASP program is funded through the LACAHSA RPHP allocation. If Council directs staff to request the 20% Attorney Services waiver, the City’s revised allocation for FY 2024–25 would be:
Total RPHP Allocation $2,105,698.00 100%
RPHP Direct Assistance Allocation $1,684,558.4 80%
Required Legal/Education Set-
Aside
$421,139.60 20%
Requested Waiver $334,000.00 16%
Revised Legal/Education Set-
Aside
$87,139.60 4%
New Direct Assistance
Allocation if Wavier is approved
$2,018,558.44 95%
GRASP Direct Assistance $1,213,558.44 60%
LIFERAP $300,000 15%
Administration $295,000 15%
Delivery Costs $210,000 10%
Use of Funds
Roughly $295,000 is anticipated for program delivery, which reflects the direct, labor- intensive work required to operate a fully compliant rental-assistance program under LACAHSA. Program delivery covers the frontline functions that make GRASP operational:
Intake and Front Door Operations - staffing the online portal, front counter, phone lines, and email; troubleshooting application issues; scheduling appointments; screening for completeness; providing language access; and routing urgent cases.
Case Management & Verification - detailed review of income, hardship, and tenancy documentation; cross-checking facts; applying two-source verification; landlord and utility follow-up; assembling payment packets; and processing monthly continuing assistance.
Outreach & Clinics - multilingual outreach, printed materials, partner coordination, and in-person support before and during the opening window. Language Access and ADA Accommodation - translation, interpretation, accessible formatting, alternative document methods, and accommodation coordination.
13 of 274
110
25-89063
6 4
8 6
System Configuration & Payment Processing - case-management system setup, queue building, workflow configuration, integration with Finance/AP, vendor setup, and ensuring all documentation meets audit standards. These are hands-on, time-intensive activities that must occur for every single case. The first year is especially costly because the team must build the entire infrastructure from scratch systems, intake tools, forms, SOPs, dashboards, compliance checkpoints, QA standards, partner workflows, training materials, and audit trails.
An additional $210,000 is allocated to program administration, which encompasses the higher-level oversight and regulatory compliance required by LACAHSA, and standard public-funding practices. Administrative work includes:
Policy Management and Oversight - ensuring all decisions align with LACAHSA RPHP requirements, City policies, housing law, and federal/state regulations. Director- and Supervisor-Level Management - supervision of casework, queue oversight, benefit determinations, exceptions, fraud/waste/abuse review, and training.
Fiscal Coordination & Contract Management - budget tracking, invoice review, reconciliation, vendor/EFT/W-9 compliance, procurement, and contract administration.
Monitoring, Audits & Reporting - preparing quarterly and annual reports; maintaining documentation for the 7-year retention requirement; conducting internal audits; responding to LACAHSA monitoring; and performing quality- control file reviews.
Risk Management & Compliance Tracking - duplication-of-benefits checks, conflict-of-interest reviews, confidentiality protocols, system permissions, and aligning staff practices with approved SOPs.
Documentation, Records & Data Systems - compliance folders, audit-ready documentation, secure storage, data validation, and system maintenance.
Because this is a first-year, first-time rollout, these administrative tasks are more intensive than they will be in later years. Program planning, workflows, quality-control structures, and cross-department systems must be built before assistance begins.
Additionally, since Glendale will be receiving LACAHSA funding later in the fiscal cycle, the City must launch GRASP at the same time that LACAHSA begins preparing the next-year funding round.
This means staff will need to launch Round 1, including the intake window, queue setup, case processing, and payment flow while simultaneously preparing Round 2, which may include:
updating the policy if LACAHSA guidelines change,
submitting new funding applications or compliance materials, 14 of 274
111
25-89063
6 4
8 6
adjusting systems for any revised reporting or eligibility rules, preparing Council reports for the next allocation, and updating SOPs, forms, and workflows for the second cycle.
This overlap effectively doubles the administrative workload for the first year of implementation. Staff will be building a new program, running the first intake cycle, processing cases, reporting to LACAHSA, and preparing for the next funding round-all at once.
Because of this compressed timeline, administrative and delivery costs are higher in Year One, and staffing must remain flexible enough to scale or pivot if LACAHSA adjusts program requirements in the next allocation cycle.
Staffing Costs
The administrative portion covers staffing, systems, and operational supports needed to run a program of this scale. GRASP is the City’s first new rental assistance program since the pandemic, and implementation requires additional infrastructure.
Administrative needs include:
Three new positions: two Case Managers and one Intake/Outreach Specialist Program oversight: performed by the existing staff
Case-management system configuration and finance workflow integration SOP development, data tracking, and compliance reporting required under
LACAHSA
Multilingual outreach and application support
Audit, monitoring, and documentation retention obligations Because this is a first-year, first-time rollout, actual administrative costs may vary. Staff will leverage existing City resources such as Housing infrastructure whenever possible, but initial-year costs are typically higher due to system setup, training, and building new workflows.
Commitment to Efficiency & Reallocation of Savings
Despite the higher start-up costs associated with launching a new program, staff remain committed to running GRASP as efficiently and leanly as possible. Wherever feasible, the team will rely on existing Housing infrastructure, shared resources, and City systems rather than creating new administrative layers. New positions will be hired as hourly staff to provide flexibility should LACAHSA modify program requirements in future funding rounds. Staff will also be cross-train staff, streamline workflows, and prevent duplication with the existing programs. Overtime procedures will be refined to minimize manual workload and increase operational efficiency, and outreach will 15 of 274
112
25-89063
6 4
8 6
continue to leverage existing City channels to control costs. Importantly, any savings achieved in administrative or delivery costs during implementation will be redirected into the GRASP direct assistance pool, thereby increasing the number of Glendale households served. This approach ensures that LACAHSA funds are used as efficiently and impactfully as possible, with the maximum benefit flowing directly to renters facing housing instability.
Council Options
While the GRASP Policies & Procedures were drafted to fully comply with LACAHSA’s RPHP requirements, several program elements remain discretionary and can be adjusted by the Glendale City Council. The City may tighten eligibility or strengthen equity tools, but may not go below the minimum standards required by LACAHSA.
1. Initial Eligibility Thresholds - Council may adjust who is eligible for GRASP above the LACAHSA minimums. Options include:
a. Lowering the income threshold from 80% AMI to 50% AMI or 30% AMI. b. Adding population-based requirements, such as limiting eligibility to:
households with children,
seniors 62+,
households below a certain rent-burden level,
or other locally defined vulnerable groups.
2.Critical vs. Non-Critical Grouping - The current model creates two queues:
Critical(imminent eviction, UD filed, utility shutoff)or Non-Critical (recent hardship with a housing nexus, but no immediate threat.) Council has two options:
a.Keep the two-tiered system as designed;
b.Merge all applicants into a single list, treating all cases equally regardless of urgency.
3. Prioritization System (Points Rubric or Alternatives) - The current GRASP rubric assigns points for prioritization. Council may:
a. Adjust point values (e.g., increase weight for disability, or extreme rent burden).
b. Add or remove categories (e.g., award points for veterans or extremely low-income renters).
c. Replace the point-based system entirely with:
16 of 274
113
25-89063
6 4
8 6
i. lottery model,
ii. first-come/first-served model, or
iii. hybrid system
4. Target Groups - Council may set target service levels for specific priority groups, the current target groups are: 20% seniors 62+, 10 GCC student household.
Council may:
i.Keep the proposed targets
ii.Increase or decrease target levels
iii.Add other groups
5. Attorney Services Requirement & Waiver Option - LACAHSA requires jurisdictions to allocate 20% of RPHP funds toward approved attorney services unless a waiver is granted. With a $2.1M total allocation, Glendale’s 20% set- aside would equal approximately $421,000.Council options:
a. Fund an attorney-services program
b. Request a waiver from LACAHSA
If Council authorizes a waiver:
The $334,000.00 would instead be added to direct GRASP assistance; and
Staff recommends using the small remaining portion (~$87,000) for:
ofocused outreach/education on high-risk areas, and/or a limited-scope partnership with a local nonprofit for light-touch legal navigation (e.g., reviewing notices, understanding UD paperwork).
STAKEHOLDERS/OUTREACH
N/A.
FISCAL IMPACT
If Council directs staff to request a 20% Attorney Services waiver, the revised LACAHSA RPHP allocation available to Glendale will be:
Total Revised Allocation: $2,018,558.44
Direct Assistance – GRASP: $1,418,558.44
LIFERAP: $300,000
Administration: $295,000
17 of 274
114
25-89063
6 4
8 6
Delivery Costs: $210,000
Measure A funding will cover the full cost of wages for the hourly positions. The department will return to Council at a future date to appropriate the funds.
ENVIRONMENTAL REVIEW (CEQA/NEPA)
The actions described in this report related to GRASP implementation and staffing are exempt from further environmental review under the California Environmental Quality Act ("CEQA") pursuant to Title 14 of the California Code of Regulations ("CEQA Guidelines") for all of the following reasons: 1) the activity will not result in a direct or reasonably foreseeable indirect physical change to the environment under CEQA Guidelines Section 15060(c)(2) because the activity relates to assistance to renters and prevention of homelessness; 2) the activity is not a project under CEQA Guidelines Section 15060(c)(3) and 15378(b)(4) because it constitutes the creation of government funding mechanisms or other governmental fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and 3) the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment, and here, it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment per CEQA Guidelines Section 15061(b)(3).
CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.
ALTERNATIVES TO STAFF RECOMMENDATION
1. Do not approve and authorize implementation of the GRASP as outlined in the attached Policies & Procedures Manual, along with the staffing and administrative structure.
2. Any other alternative not recommended by staff.
ADMINISTRATIVE ACTION
Submitted by:
Bradley Calvert, Director of Community Development
Prepared by:
Sipan Zadoryan, Housing Supervisor
Peter Zovak, Assistant Director of Community Development Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
Exhibit 1: Policies & Procedures Manual
18 of 274
MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale, hereby approves the Glendale Rental Assistance and Stabilization Program Policies & Procedures Manual, in substantially the same form as is attached as Exhibit 1 to the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development (“Report”); and authorizes the City Manager or his designee, and/or the Director of Community Development Department or his designee, to begin implementation of GRASP and hire staff, as outlined in the Report, subject to City Council comments and direction.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
19 of 274
MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale, hereby provides the following direction regarding the Glendale Rental Assistance and Stabilization Program, with respect to the policy choices outlined in the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ____________________________________________________________________.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
20 of 274
MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale, hereby directs the City Manager or his designee to apply for or request a 20% attorney services waiver from the Los Angeles County Affordable Housing Solutions Agency to allow use of $334,000 for direct assistance for the Glendale Rental Assistance and Stabilization Program and the remaining approximately $87,000 portion for focused outreach/education on high-risk areas, and/or a limited-scope partnership with a local nonprofit for light-touch legal navigation, as set forth in the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
21 of 274
Glendale Rental Assistance
Stabilization Program
(GRASP)
Policies & Procedures Manual
Effective Date: XX/XX/XX
Funding/Compliance: Developed to align with LACAHSA RPHP terms and applicable federal, state, and local laws. If a conflict exists, funder terms and law control.
Table of Contents
22 of 274
1. Purpose, Authority, and Program Governance.............................................................3
2. Definitions.....................................................................................................................4
3. Civil Rights, Equal Access, ADA/Section 504 & Language Assistance........................5
3.1 Reasonable Accommodation (RA)..........................................................................5
3.2 Language Assistance (LEP) ...................................................................................6
3.3 Complaints & Appeals.............................................................................................6
4. Application Process & Intake Model .............................................................................6
4.1 Pre-Opening Outreach (Prep Phase)......................................................................7
4.2 Serving the initial pool.............................................................................................7
4.3 Serving the initial pool.............................................................................................8
4.4 Applicant experience...............................................................................................8
4.5 Supplemental intake (referrals and walk-ins)..........................................................9
4.6 Future Openings .....................................................................................................9
5. Eligibility Policy ...........................................................................................................10
5.1 Baseline Criteria - Must meet all criteria ...............................................................10
5.2 Qualifying Risk/Hardship - At least one must be true ...........................................11
5.3 Non-Duplication of Benefits...................................................................................12
5.4 Liquid-Asset Screen..............................................................................................12
6. Prioritization Policy: Grouping Step + Points ..............................................................12
6.1 Grouping Step.......................................................................................................12
6.2 Points ....................................................................................................................13
6.3 Points rubric ..........................................................................................................13
6.4 Worked Scoring Examples....................................................................................13
6.5 Lottery & Tie-Break Protocols ...............................................................................14
7. Verification & Documentation Standards....................................................................14
7.1 Hierarchy of evidence (use the highest available). ...............................................14
7.2 Minimum eligibility that must be verified for every case........................................15
7.3 Two-source standard. ...........................................................................................15
7.4 Director authority...................................................................................................15
8. Benefit Determination .................................................................................................15 23 of 274
8.1 Foundational rules (apply to all arms)...................................................................16
8.2 Emergency Assistance..........................................................................................16
8.3 Income-Support Assistance ..................................................................................17
8.4 Special Assistance................................................................................................18
9. Case Management Standards....................................................................................19
9.1 Policy.....................................................................................................................19
9.2 Minimum workflow.................................................................................................19
9.3 Required records (must appear in the case file) ...................................................20
10. Funding Allocation, Service Targets & Set-Asides ...................................................20
10.1 Cohorts and annual targets.................................................................................20
10.2 Budget set-asides (time-limited reserves)...........................................................21
10.3 Operating rules....................................................................................................21
11. Appeals & Grievances ..............................................................................................21
11.1 Grounds & Filing .................................................................................................21
12. Fraud, Waste & Abuse (FWA) ..................................................................................22
12.1 Prevention...........................................................................................................22
12.2 Detection (screening & flags)..............................................................................23
12.3 Investigation & Case Handling............................................................................23
12.4 Overpayments & Recovery .................................................................................23
12.5 Sanctions & Referrals .........................................................................................23
13. Monitoring, Reporting, and Accountability ................................................................24
14. Policy Maintenance & Change Control.....................................................................24
1. Purpose, Authority, and Program Governance
a.Policy. GRASP is designed to prevent eviction and housing loss among Glendale renters by delivering targeted, time-limited assistance through three arms: Emergency Assistance, Income-Support Assistance, and Special Assistance.
24 of 274
b.Governance. Council sets policy objectives and approves budgets. The Housing Director maintains this Manual. Material policy changes require Council notice.
The Housing Director is authorized to issue and update these Policies & Procedures consistent with Council direction, funding terms, and applicable laws. c.Program integrity. Decisions must be consistent, auditable, and equitable.
Every approved assistance decision will be reproducible from the case record.
2. Definitions
a.Applicant -Head of household who submits a GRASP application. b.Arms of assistance -Emergency (avert eviction/shutoff or health/safety displacement); Income-Support (time-limited bridge for income drop/extreme burden); Special (one-time payment to remove a discrete housing barrier). c.Arrears -Unpaid rent or mandatory utility charges that have come due. d.Basic eligibility -In order for a household to be eligible or consideration for GRASP, all of the following must be true: their rents and occupies a dwelling in the City of Glendale as their primary residence; their gross household income is at or below 80% of AMI for its household size; they can provide the required proofs (or approved alternatives) to document residency/tenancy, income, and the months/expenses to be covered; and they show either an immediate housing risk or a recent hardship within the past twelve months with a clear housing nexus.
e.Community Based Organization (CBO) -Local nonprofit/public-benefit organization that serves residents (outreach, services, referrals). f.Critical -Immediate housing threat: nonpayment eviction/UD, utility shutoff/imminent shutoff, or verified health/safety condition affecting habitability. g.Duplication of benefits (DOB) -GRASP paying a month/expense already paid or to be paid by another source for the same period and purpose. h.Glendale residency -Assisted unit is within the City of Glendale and is the household’s primary residence.
i.Household -All persons who occupy the same rental dwelling unit as their primary residence and will reside there during the assisted months. One household per unit (even if finances/taxes are separate). j.Housing nexus -Direct link between the expense and the ability to remain housed/pay rent (e.g., car repair required to keep the job that pays rent). 25 of 274
k.Immediate family -Parent, stepparent, child, stepchild, spouse/registered partner, sibling, grandparent, grandchild, and in-laws in those categories. l.Landlord/authorized agent -Owner of record or written designee authorized to manage and accept rent.
m.Mandatory utilities -Electricity, gas, water/sewer, or trash the tenant must pay to keep the unit habitable.
n.Non-Critical -Eligible recent-hardship cases with no immediate housing threat. o.Primary residence -The unit the household lives in and intends to remain; short absences don’t change this if the unit is maintained and rent remains due. p.Rent burden -(Contract rent + tenant-paid mandatory utilities) ÷ gross monthly income.
q.Tenancy -Lawful rental arrangement for the assisted unit (lease, month-to- month, or recognized subtenancy).
3. Civil Rights, Equal Access, ADA/Section 504 &
Language Assistance
a.Policy. GRASP is administered in compliance with applicable federal, state, and local civil-rights laws. The City provides equal access to the program regardless of protected class and offers reasonable accommodations and language assistance as needed to ensure effective participation. Survivors of domestic violence, dating violence, sexual assault, or stalking will not be denied assistance or penalized based on violence experienced. Glendale staff will not request or retain documentation related to immigration status for any GRASP activity.
3.1 Reasonable Accommodation (RA)
a.Purpose. Ensure applicants with disabilities have equal opportunity to apply, provide documents, communicate with staff, and receive assistance. b.How to request. Applicants may request RA in any channel (portal checkbox, phone, email, in person). Staff must assist if asked.
c.Timelines.
26 of 274
i. Acknowledge within 3 business days; decide within 10 business days (or sooner if time-sensitive), unless additional information is needed. ii. Extensions to application deadlines or document windows must be issued in writing and noted in the system.
d.Examples the program will grant, as appropriate:
i. Alternate formats (large print; accessible PDFs).
ii. Alternative submission methods (staff-assisted upload; in-home verification in rare cases).
iii. Modified timelines for document collection.
iv. Acceptance of alternative documentation where a disability limits access to standard proofs.
e.Documentation. Use the RA form; record the request, decision, effective dates, and any follow-up.
3.2 Language Assistance (LEP)
a.Policy. GRASP provides meaningful access for Limited English Proficiency (LEP) applicants. Interpreters are available at no cost. Minors may not serve as interpreters. Bilingual staff may interpret only if qualified. b.Interpreters.
i. Offer in-person or telephonic/video interpreters for all appointments; schedule when the case is opened or when the appointment is set. ii. Staff record the language tag and interpreter confirmation in the case file. c.Public communications. Website and flyers clearly state that free interpreters are available; application pages show language toggles or contact info to request assistance.
3.3 Complaints & Appeals
a. Complaints alleging discrimination or failure to provide language access/RA are acknowledged within 3 business days and resolved within 15 business days when practicable.
4. Application Process & Intake Model
a.Policy. GRASP will use an initial, time-limited opening to build the first applicant pool, and then will operate on a rolling, staff-discretion basis until the pool needs to be replenished.
27 of 274
4.1 Pre-Opening Outreach (Prep Phase)
a.Pre-Opening. Before GRASP’s initial 2-week opening, the City will perform a targeted pre-launch push so that renters, landlords, CBOs, and internal City programs know the dates, know who the program is for, and are ready to help applicants submit during the window.
a.Partner notice. At least 30-45 days before opening, notify internal City programs (Housing/RRP, GWP, Code, Homeless Services, Senior Services, Libraries/Community Centers) and community-based organizations (CBOs) serving renters (e.g., legal aid, immigrant- and senior-serving groups, faith-based providers).
b.Public notice. Post the opening dates and how to apply no later than 14 days before opening on (a) the City housing site and GlendaleRentalRights.com, (b) official social channels, (c) physical postings at City sites and participating CBOs, and (d) the Affordable Housing Interest List.
4.2 Serving the initial pool
a. The City of Glendale will open GRASP to the public for an initial intake period of 2 weeks.
b. During this period, all applications received are logged, time-stamped, and screened for basic eligibility.
c. One-application rule (duplicates). Only one active GRASP application per rental unit at a time. If multiple applications are received from the same unit, the City will merge them, verify total occupants, and proceed as one case. d. If outreach shows low participation from a priority group (for example, ELI seniors with disabilities), staff may extend the window or run targeted clinics during the same opening or processing period.
e. After screening, each application is labeled as:
i. Critical - imminent housing threat (nonpayment UD/eviction, shutoff/imminent shutoff, verified health-safety); or
ii. Non-Critical - recent 12-month hardship (good-cause job loss/reduction, medical/wage-loss with housing nexus, essential unavoidable expense with housing nexus).
f.Scoring. The program then creates two ranked queues from that opening: a Critical queue and a Non-Critical queue, using the GRASP points rubric. g.Selection. Staff will start at the top of Critical and move down, and then do the same for Non-Critical
28 of 274
h. Critical households are always served before Non-Critical households, regardless of when they applied.
4.3 Serving the initial pool
a. After the 2-week window closes, staff will begin serving the pool from the top of the Critical list using the three-arm test:
i. Emergency now (if there is a payable threat);
ii. Income-Support profile/placeholder (if the household is still rent-burdened or in temporary income loss after Emergency);
iii. Special (if there is a small, clear housing-nexus cost to remove). b. Staff may begin serving Non-Critical in score order only when all Critical cases from the initial opening have been either:
i. funded/encumbered,
ii. denied for ineligibility or non-response, or
iii. referred to another program,
c. As Emergency/Income/Special encumbrances time out or are not used, those dollars return to the main pot and can be used for the remaining applicants.
4.4 Applicant experience
a.Step 1 - Apply. The applicant submits online, or in person at a City office. b.Step 2 - Confirmation. The applicant immediately receives a confirmation with the date/time and a short explanation: “Your application has been received. The City will conduct an initial review to determine preliminary eligibility. If selected for participation, you will receive a separate document request that lists exactly what to provide and the timeframe for submission. If you are determined ineligible, you will receive a written notice explaining the reasons and how to appeal. No action is required from you at this stage.”
c.Step 3 - Outcome message. After staff screen the file, the applicant gets one of three outcomes:
i. Eligible – Meets basic eligibility criteria/placed in queue. ii. Conditional approval– documents needed/pending verification. iii. Not eligible – does not meet basic criteria.
d.Step 4 - Document pull (only if selected). Only applicants we are prepared to fund are asked for full proof (ledger, notice, income, medical letter, utility bill, proof of Glendale tenancy). They get a 7-day deadline, with extensions for disability/LEP/good cause.
29 of 274
e.Step 5 - Verification and final decision. When the documents arrive, staff match them to what was claimed. If it matches, staff issues final approval and sends to payment. If it does not match, or no documents arrive, staff issues a denial/closure and selects the next case in rank.
4.5 Supplemental intake (referrals and walk-ins)
c. While the City is working through the initial pool, staff may accept additional applications on a case-by-case basis from:
i. internal referrals (e.g. RRP, homeless prevention, GWP); ii. walk-ins or hotline calls reporting an imminent eviction; iii. other public agencies or CBOs serving Glendale residents. d.These discretionary applications are screened the same way (eligibility → Critical/Non-Critical → scoring) and are inserted into the appropriate queue based on their score, even if the original 2-week opening is closed. e. Staff should use discretion for walk-ins only when:
i. the household is clearly Critical; or
ii. the current pool of eligible cases is low and more applicants are needed to meet Council priorities.
4.6 Future Openings
a.When used. If, after serving down the initial pool and ongoing referrals/walk-ins (§4.5), the number or mix of eligible applicants is insufficient to meet program goals or Council priorities, the City may schedule a new opening. b.Notice. Future openings follow the same public-notice standards in §4.5 (Pre- Opening Outreach) and §4.1(a)–(b): post dates, how to apply (online/in-person), languages, and access supports. Future openings may be shorter (for example, 5–7 business days) and may target specific groups through outreach and CBO clinics.
c. Messaging. Notices must state that Critical cases are reviewed first and that application does not guarantee assistance (see §4.1(h)). d.Processing. Applications from future openings use the same screening, Critical/Non-Critical labeling, scoring, and selection rules in §§4.1(e)–(h), 4.2, and
6. 30 of 274
5. Eligibility Policy
Policy. To be eligible for GRASP, a household must meet all baseline criteria and at least one qualifying risk/hardship condition. Assistance may not duplicate payment for the same month/expense from any source.
5.1 Baseline Criteria - Must meet all criteria
a.Residency & Tenancy. At the time of application, award and participation, the household’s primary residence must be within the City of Glendale. i. Emergency Assistance (unit-tied). Covered months/charges must relate to the current Glendale tenancy (e.g., rent arrears/prospective rent for the Glendale unit, Glendale utility account). Payee and payment method are governed by §10.
ii. Income-Support Assistance (household-tied). Benefit supports housing stability while the household continues to reside in Glendale. Moves within Glendale may continue after updating address/lease; moves outside Glendale end future payments effective the move date. Monthly attestation, if used, is governed by §10.
iii. Special Assistance (expense-tied). The cost must have a documented housing nexus for a Glendale resident, or tie to move-in costs for a Glendale unit with a signed lease/approval to move within 30 days.Income.
b.Income ceiling. Gross household income is less than 80% of Area Median Income (AMI) for household size, using the GRASP Annual Income rules and the most current AMI limits applicable to Glendale.
c.Documentation readiness. The household can provide required documents or approved alternatives.
d.Explicit Exclusions. Not eligible:
i. people currently experiencing homelessness;
ii. homeowners or mortgage holders;
e. Related-Party Tenancies (Immediate Family). GRASP will not fund a tenancy where the owner/landlord (or the payee entity) is an immediate family member of any household member, or an entity they own/control greater then10%, unless an exception is approved:
31 of 274
i. Reasonable accommodation (disability). A brief provider note (no diagnosis) shows the arrangement is necessary for a person with disabilities.
5.2 Qualifying Risk/Hardship - At least one must be true a.Imminent risk of displacement:
i.Nonpayment-of-rent eviction (only). Eligible when the eviction/UD is solely for nonpayment of rent for the assisted unit. Mixed-cause notices (e.g., nonpayment + nuisance) are ineligible unless the landlord withdraws all at-fault causes via amended notice/pleading or written settlement.
No-fault termination (with risk test). A 30- or 60-day no-fault notice (for example, owner move-in or withdrawal/Ellis) qualifies only if both conditions are met: (1) the household shows elevated risk of homelessness-income at or below 50% of AMI, or rent burden above 60%, or another City-accepted risk indicator; and (2) the household has no secured alternative housing (no executed new lease). Where the law requires landlord-paid relocation, GRASP may fund only the documented gap after that payment is applied.
ii.Utility shutoff or imminent shutoff . Provide disconnection notice or utility confirmation tied to the assisted unit/account. iii.Verified health/safety condition. Resident must provide an inspection order, red-tag, or qualified provider letter showing the condition jeopardizes continued occupancy. If the condition triggers landlord-paid relocation (e.g., code-cited or intentional disrepair), staff must confirm those payments and apply them first. GRASP funds the gap only and may support Glendale re-housing costs when appropriate. Temporary relocation does not apply.
b.Recent hardship (within the prior 12 months):
i.Job loss or reduction in work hours/income (involuntary or good- cause only). Eligible when due to layoff, employer-cut hours, workplace closure, verified medical restrictions, school/childcare closure, documented safety/harassment/retaliation, or other good-cause reason supported by third-party evidence. Exclusions: voluntary quit without good cause; termination for cause; elective schedule reductions; leaving a job or gig by choice absent safety/mechanical or medical documentation. ii.Major medical expense or temporary disability with wage-loss or uncovered-costs nexus. Eligible when either the condition reduces wages (e.g., partial pay, unpaid leave, waiting periods); OR the household has documented, medically necessary out-of-pocket costs that create a rent shortfall.
32 of 274
iii.Essential, unavoidable expense with housing nexus. Must be necessary, time-sensitive, causally linked to the month(s) of shortfall, and third-party documented (e.g., essential car repair to keep employment; emergency childcare to maintain shifts; deposits/fees to secure a Glendale unit). Non-eligible: elective purchases, consumer debt without housing nexus, discretionary travel.
5.3 Non-Duplication of Benefits
a. GRASP funds may not duplicate payment for the same month or expense covered by any other source. Staff will conduct internal and reasonable external checks; if duplication is discovered, assistance will be adjusted, denied, or recovered per Section 15.
5.4 Liquid-Asset Screen
a.At any time during program eligibility or participation, if household liquid assets (cash, checking/savings, readily sellable securities/crypto) exceed the lesser of $35,000 or six (6) months of contract rent, the household is ineligible GRASP.
Special Assistance may be considered only if funds are temporarily inaccessible (e.g., frozen/probate) and an immediate risk exists; a Director waiver with documentation is required.
6. Prioritization Policy: Grouping Step + Points
a.Policy. Application prioritization under GRASP happens in two steps so that the most urgent housing threats are reviewed ahead of general hardship cases.
Applications are first labeled as either critical or non-critical, after that label is assigned, each group is scored separately using the GRASP points rubric.
6.1 Grouping Step
a.Policy. Every complete application is screened to see whether it meets the program’s definition of immediate or imminent housing risk. An application is labeled Critical when the documentation shows one of the following: an eviction or unlawful detainer for nonpayment of rent; a utility shutoff or an official notice that shutoff is imminent for the assisted household; or a verified health or safety condition that makes the current unit temporarily uninhabitable or unsafe.
Applications that do not show one of these urgent conditions, but still meet the program’s recent-hardship test (job loss/reduction for good cause, major medical expense with a housing nexus, or another essential expense that undermines rent), are labeled Non-Critical.
33 of 274
6.2 Points
a.Policy. After the application is assigned a Critical or Non-Critical label, each group is scored separately using the GRASP points rubric (income level, rent burden, vulnerability factors like disability or age, and recent instability). Higher- scoring cases are placed ahead of lower-scoring cases for each respective group.
6.3 Points rubric
Category Criteria Points
Income
≤ 30% AMI +6
31–50% AMI +4
51–80% AMI +2
Rent Burden (contract rent
+ required utilities ÷ gross
monthly income)
≥ 91% +5
81–90% +4
71–80% +3
61–70% +2
51–60% +1
≤ 50% +0
Vulnerability
Disability +3
Senior 62+ +2
Single-member household +1
Children under 18 in
household
+1
Instability (last 12 months)
Job loss/reduction (good-
cause/involuntary)
+2
Major medical expense or
temporary disability (wage-
loss OR uncovered-costs
nexus)
+2
For scoring, percentages are rounded to the nearest whole percent; decimals of
0.5 or higher round up (e.g., 59.6% → 60%).
6.4 Worked Scoring Examples
a. Case A - Critical
Why Critical: Documented nonpayment eviction.
34 of 274
Score:
Income: ≤30% AMI = +6
Rent burden: 95% = +5
Vulnerability: Disability +3, Senior 62+ +2, Single-member household +1 = +6 Instability Job loss/reduction = +2
Total: 6 + 5 + 6 + 2 = 19
6.5 Lottery & Tie-Break Protocols
a.Purpose. When more eligible applications exist than funds, GRASP applies a clear, fair, and auditable order.
Run this process separately for the Critical queue first, then for the Non-Critical queue.
i. Tie-break order (in this exact sequence)
1. Higher point score comes first.
2. If scores are equal: Earlier complete-submission timestamp comes first.
3. If both score and timestamp are identical: run a micro-lottery among those tied applications.
Complete-submission timestamp = the moment the application first met the “complete” standard (all required fields + minimum docs). Later uploads do not change this timestamp.
7. Verification & Documentation Standards
a.Policy. GRASP verifies facts that drive eligibility, prioritization, and payment using the highest reasonably available evidence. Staff apply a verification hierarchy, a two-proof minimum for arrears, and anti-duplication checks before authorizing any payment. Detailed evidentiary lists and workflows are maintained in the GRASP Verification SOPs and Appendices.
7.1 Hierarchy of evidence (use the highest available).
a. Official/administrative data (City/utility/court/assessor); b. Written third-party records (landlord ledgers, employer/benefit letters, utility bills); c. Documented oral third-party confirmation;
d. Applicant-provided documents (receipts, bank statements, screenshots); 35 of 274
e. Self-certification only when higher levels are unavailable in time and housing would be jeopardized. Staff must note the reason.
7.2 Minimum eligibility that must be verified for every case. a. If any of these four cannot be verified at some level, do not approve benefits. b. Residency/tenancy in Glendale for the assisted household; c. Household income at or below 80% AMI (per §5 rules); d. A qualifying risk or recent hardship (per §5);
e. No duplication of benefits for the same month/expense (per §5.3).
7.3 Two-source standard.
a. For any fact used to determine eligibility, prioritization, or payment, staff must obtain two independent sources of verification before approval. b.Emergency exception. If waiting for a second source would likely cause loss of housing or essential utility service, staff may proceed with one source, record a short justification in the case file, and obtain the second source as soon as practicable.
c.Items that require verification. Apply the two-source standard to: identity and residency; income; rent and arrears; utilities; qualifying hardship and housing nexus; household composition and any live-in aide; payee authority and payee setup; and duplication-of-benefits checks. Operational examples are set out in the Verification SOP.
7.4 Director authority.
a. The Housing Director may update Verification SOPs and Appendices (document matrices, checklists, sample letters) to reflect funder guidance and lessons learned, without changing adopted eligibility rules.
8. Benefit Determination
a.Purpose. After an application is selected, staff authorize benefits to achieve the least-cost, fastest stabilization while respecting all eligibility rules. Benefits are structured under one of three arms-Emergency, Income-Support, or Special-and may transition across arms as circumstances change (no duplication of benefits).
36 of 274
8.1 Foundational rules (apply to all arms).
a.No duplication of benefits (DOB). Do not pay a month or expense already paid by another source; offset any later reimbursements.
b.Direct pay is preferred. Pay landlords, utilities, or vendors directly whenever feasible. If a payee refuses or cannot accept, pay the household with proof of obligation and a clear memo of covered months/charges.
c.Documentation. A Benefit Sizing Worksheet is completed for each authorization; exceptions require supervisor approval.
d.No concurrent financial assistance across categories. Households may not receive any more than one type of assistance at the same time. e.Total cap & cooling-off. Total financial assistance from any combination of eligible activities must not exceed $36,000 in any 24-month period; after reaching the cap or 24 months, a 6-month cooling-off applies before new aid
8.2 Emergency Assistance
a. Purpose. Prevent eviction or utility shutoff and stabilize the tenancy as fast as possible, to resolve the verified threat.
b. Coverage limits. Emergency Assistance may cover up to six total months per household within the applicable LACAHSA program rules and overall funding caps. Prospective months are permitted within those limits and must be authorized one month at a time with a current tenancy check before each release. Emergency Assistance may not run concurrently with any LACAHSA category that prohibits overlap.
c. Authorization standard (situation-based). Staff authorize payments in the sequence most likely to stop the immediate threat (e.g., UD dismissal terms, utility hold-off requirements, habitability resolution), based on documents in the file and landlord/utility confirmations.
d. Prospective payments. Future rent/utility payments may be authorized one month at a time as needed to prevent eviction or shutoff, counted toward the applicable 6-month assistance limit and the $36,000/24-month cap; continuation requires confirmation of occupancy, need and no duplication of benefits. e. Payment practice. For Emergency Assistance, the City pays the landlord directly for rent (and the utility directly for shutoff prevention). Tenant payments are used only if a payee cannot accept City payment and require proof of obligation and a receipt. The City will release funds only when there is reasonable assurance the payment will resolve the stated housing threat and not be followed by eviction, shutoff, or continued displacement. 37 of 274
f. Emergency Sizing Standard. For each approved month, the City may pay up to the full contract rent and required tenant-paid utilities when documentation shows that doing so is the least-cost, fastest way to resolve the nonpayment eviction or utility shutoff. Where a smaller amount will resolve the threat (e.g., balance to dismiss, amount to prevent shutoff), authorize only that amount. Emergency authorizations follow funder rules: payments count toward the 6-month ERFFA limit, must be authorized one month at a time (arrears excepted), cannot overlap with Short-Term Income Support for the same months, and count toward the $36,000/24-month household cap. File must include a short note explaining why the authorized amount is the least necessary to resolve the crisis. g.Transitions to other arms. Emergency Assistance frequently triggers follow-on support; handle as follows:
i.Emergency → Income-Support. If the tenancy is intact after Emergency but the household still faces a temporary income shortfall or extreme rent burden, create/activate an Income-Support schedule (up to the allowed duration) starting the month after the Emergency coverage ends. Do not overlap months with a prohibited LACAHSA category. Re-check eligibility before each Income-Support release.
ii.Emergency → Special Assistance. If a one-time bill (e.g., essential car repair, deposit, medically necessary expense) is the actual barrier to staying housed or working, authorize Special Assistance instead of additional Emergency months. Document the housing nexus. iii. Encumbrances. Use encumbrances/hold notes to reserve expected future months under the new arm; release or reduce them promptly if eligibility changes or the household stabilizes.
h.Closure. Close Emergency when (1) the verified threat is cured or credibly held off by documented terms, (2) authorized months have been issued, or (3) the case transitions to another arm. Release any unused encumbrances back to the pool and record the disposition.
8.3 Income-Support Assistance
a.Purpose. Provide short-term, declining monthly support to keep rent/essential housing costs affordable while the household restores income-without creating a benefits cliff.
b.Eligibility link. Income-Support may be authorized only after the household meets §5 (baseline + qualifying risk/hardship) and either:
i. has stabilized the immediate emergency (or had no emergency) but remains rent-burdened due to a documented temporary income drop, or ii. faces a near-term income gap that would otherwise trigger nonpayment or re-entry into crisis.
38 of 274
c.Duration & caps. Income-Support Assistance may be provided for up to 18 months, authorized one month at a time, with a maximum of $2,000 per month paid directly to the household. Across all RPHP financial-assistance activities combined (any mix of Emergency/Temporary Rental Assistance and Income- Support), a household may receive no more than $36,000 within any 24-month period; after reaching either the $36,000 cap or 24 months of assistance, the household must wait 6 months before any new assistance. Income-Support may not run concurrently with other assistance.
d.Sizing principle. The monthly amount is determined with the GRASP Income- Support Worksheet to close a documented affordability gap toward a reasonable target housing burden set in the Admin Bulletin. The worksheet considers contract rent, required tenant-paid utilities, verified current income, and confirmed third-party aid; amounts may step down over time. The detailed method and any numeric parameters are set in the Income-Support Sizing SOP and may be updated administratively within LACAHSA rules.
e.Payment practice. Pay the household by default with a monthly attestation that funds are used for rent, required utilities, essential transportation to work, or essential child care.
f.Monthly release check. Before each month is released, staff confirm: continued Glendale residency, no duplication of benefits, any income/rent/utility changes, and continued need per the sizing SOP.
g.Transitions with other arms.
i.From Emergency → Income-Support when the immediate threat is cleared and a temporary income gap persists.
ii.From Income-Support → Emergency if a UD/shutoff arises (pause future IS months, address Emergency, then re-assess IS need).
iii. Special Assistance may be paired for one-time barriers with a clear housing nexus (no duplication).
8.4 Special Assistance
a. Remove a one-time barrier with a clear housing nexus so the household can secure or keep housing.
b. Eligible uses (examples).
i. Utility arrears or deposit to restore or maintain service for the assisted unit.
ii. Medically necessary out-of-pocket costs that caused the rent shortfall (vendor pay preferred).
39 of 274
iii. Security deposit, application fees, or key move-in costs to secure a Glendale unit.
iv. Essential car repair required to keep a job that pays the rent (with employer schedule/commute confirmation).
c. Not eligible (examples).
i. Cosmetic or elective medical care
ii. Consumer debt without housing nexus
iii. Discretionary purchases,
iv. or costs already covered by another source.
d. Amount, duration, and caps. Special Assistance is one-time per barrier and must fit within the household’s remaining funder cap(s).
e. Payment practice.
i. Pay the vendor directly when feasible. If paying the household, collect proof of payment and keep a clear memo of the covered expense and date.
9. Case Management Standards
a. Purpose. Case management converts eligible applications into timely, compliant payments; documents decisions; and monitors ongoing need to prevent duplication of benefits and misuse.
9.1 Policy
a. Apply the least-burdensome process that still meets verification, funder, and audit requirements.
b. Follow the two-source verification standard in Section 7 for facts that drive eligibility, prioritization, or payment.
c. Use the Benefit Determination rules in Section 10; record any exceptions with supervisor approval.
d. Maintain clear, reproducible records so any award decision can be independently reconstructed.
9.2 Minimum workflow
a. Assignment: Assign each approved application to a caseworker; note assignment date.
40 of 274
b. Conditional approval & doc request (if selected): Issue a conditional approval listing the arm(s) under consideration, the specific documents required, and the response window (extensions per RA/LEP policy).
c. Verification check: Confirm residency/tenancy, income, and the month(s)/expense(s) to be paid per Section 7.
d. Benefit note: Before payment, enter a short note stating arm, months/expenses, sizing basis, any future placeholder, and required landlord/utility cooperation. e. Payment packet: Assemble the documents Finance needs and mark “ready to pay.”
f. Disposition: Close the case (served/ineligible/no response).
9.3 Required records (must appear in the case file)
a. Eligibility evidence: residency/tenancy, income, qualifying risk/hardship. b. Arm decision: one-line rationale (e.g., “Emergency: 3 months to resolve UD”). c. Payment trail: request, approval, payee, covered months/expenses, amounts. d. Communications: attempts, extensions, landlord/utility contacts, referrals. e. Final disposition and date (closed, follow-up, referred).
10. Funding Allocation, Service Targets & Set-
Asides
a.Policy. Within overall funder limits and Council-approved budgets, GRASP will (1) reserve funds for defined cohorts through time-limited set-asides and (2) track annual service targets (soft floors) for priority populations. All applicants must still meet §5 eligibility; Critical-first processing and points scoring in §6 apply within each cohort.
10.1 Cohorts and annual targets
a. Seniors (62+) – Service target: At least 20% of total households served annually are senior-headed.
b. GCC student households – Service target: Serve 10 eligible student-headed households referred by Glendale Community College (GCC) during the program year.
41 of 274
10.2 Budget set-asides (time-limited reserves)
a.Senior set-aside. Reserve up to 20% of the combined Emergency + Income- Support annual allocation for senior-headed households. Unused senior set- aside automatically reverts to the general pool on October 1. b. GCC student access. Maintain at least 10 case “slots” (encumbrance capacity) for eligible GCC referrals on a rolling basis.
10.3 Operating rules
a. Critical-first still governs. Within each cohort, process Critical cases before Non- Critical (§6).
b. Points still decide order. Use the §6 points rubric to order cases inside each cohort.
c. No hard quotas. Targets guide outreach and allocation; they are not caps or grounds to deny a higher-need non-cohort household.
d. Verification. Cohort status (age/enrollment) is verified per §7 using the two- source standard where practicable (e.g., government ID + benefits/tax record for age; GCC enrollment letter/portal + student ID).
e. Anti-duplication & benefits. All DOB checks (§5.3) and benefit rules (§8) apply equally to cohort and non-cohort cases.
f. Reallocation safety valve. The Housing Director may re-balance set-asides mid- year by Administrative Bulletin when demand patterns risk leaving funds idle or when needed to satisfy funder requirements (§15).
11. Appeals & Grievances
a. Policy. Applicants may appeal eligibility or scoring decisions and may submit grievances about process or access. Appeals are reviewed by a staff member uninvolved in the original decision.
11.1 Grounds & Filing
a. Appeal grounds: error of fact or policy application; new evidence previously unavailable; procedural error.
i. Deadline: 14 calendar days from notice.
b. Review & Timelines
i. Acknowledge within 5 business days; decision within 14 business days of complete appeal.
42 of 274
c. Evidence & Standards
i. Accept additional documents or statements. Reviewer applies program policy as written and explains determinations citing case record and rules.
d. Grievances
i. Process complaints unrelated to eligibility (staff conduct, access, timeliness). Acknowledge within 5 business days; resolve within 14 business days when practicable.
e. Records
i. Maintain an appeal/grievance log with outcomes.
12. Fraud, Waste & Abuse (FWA)
a. Policy. This section protects GRASP funds from intentional misuse by applicants, landlords, vendors, and staff. FWA controls apply to all arms of GRASP (Emergency, Income-Support, Special), to all intake channels (public opening, referrals, walk-ins), and to all payees (landlords, utilities, hotels, storage, other vendors).
12.1 Prevention
a.Attestations. Applicant and payee attest that information is true, GRASP may verify with third parties, and false/duplicate claims may lead to denial, termination, or recovery.
b.Two-source verification. For facts that drive eligibility, prioritization, or payment, use the two-source standard in §7 (emergency exception per §7). c.Duplication of benefits checks. Check GRASP and reasonable external sources for overlapping months/expenses before approval. d.Payee validation. Confirm owner/agent/vendor authority to accept payment and tax/EFT details before disbursement.
e.Segregation of duties. Casework, approval, and payment processing functions are separated.
f.Conflicts of interest. Staff disclose/recuse per City policy. 43 of 274
12.2 Detection (screening & flags)
a.System/desk reviews. Screen for overlapping months/expenses, repeated or altered documents, identity mismatches, and patterns suggesting multi-filing. b.Sampling. Conduct periodic post-payment quality reviews; sampling rate set in the SOP.
12.3 Investigation & Case Handling
a.Pause authority. If there is material doubt about eligibility, amount, or payee, staff may place payment on hold and document the reason. b.Clarification & checks. Request clarifying documents and, where needed, perform independent third-party checks (e.g., landlord, utility, employer, court/Code).
c.Applicant response. Provide the applicant an opportunity to respond before an adverse action.
d.Determination & record. Document outcome:
i. No FWA-proceed;
ii. Error-correct and pay the correct amount;
iii. Likely FWA-deny/terminate and proceed to recovery/sanctions.
12.4 Overpayments & Recovery
a. Overpayment includes wrong month(s), amounts above verified arrears, payment to an ineligible payee, or payment to a household later found ineligible at the time of payment.
b.Stop loss. Halt future scheduled payments on the case. c.Recovery order.
i. seek voluntary return or permissible offset with landlords/vendors; ii. tenant repayment plans when the tenant received funds directly; iii. refer to Finance/collections when required.
12.5 Sanctions & Referrals
a. Good-faith/low-impact errors. Correct and continue; no sanction. b. Careless/repeat issues. Written warning; future submissions may require higher- level verification.
44 of 274
c. Intentional fraud. Deny/terminate; flag in system; refer to City Attorney/law enforcement/funder when required.
d. Staff cases. Suspected staff misconduct or conflicts go to the department director/HR; reassign the case.
13. Monitoring, Reporting, and Accountability
a.Reporting. Staff will provide a quarterly program summary to the Housing Director and an annual report consistent with funder and City requirements. b.Record Retention. Maintain complete case and payment records for seven (7) years after final disbursement or grant close-out, whichever is later; extend for legal holds.
c.Data. GRASP will collect and report household-level program data using the current LACAHSA tools and timelines. At minimum, the City will track and be able to report:
i. household composition and demographics;
ii. eligibility information, including income band, housing status at entry, and qualifying event(s);
iii. prioritization factors applied;
iv. expenditure categories, payees, and amounts;
v. time in program; and
vi. destination at exit.
The City will submit biannual programmatic/financial reports to LACAHSA by the prescribed deadlines and will use any regional database/shared data methods designated by LACAHSA once available. Records will be maintained to support LACAHSA monitoring and audit.
d.Monitoring & Audit. Conduct quarterly file reviews and reconcile approvals/encumbrances/disbursements; implement written corrective actions within 60 days of any finding. Cooperate with external audits.
14. Policy Maintenance & Change Control
a.Policy. This Manual is a living document. The Housing Director may issue administrative updates and takes material changes to Council or the City Manager as required.
b. Change Types
45 of 274
i. Administrative: typos, clarifications, SOP/form updates, minor rubric tuning within authorized bounds.
ii. Material: eligibility thresholds, point weights beyond authorized bounds, new set-asides, or changes affecting applicant rights. c. Variances & Staff Discretion (case-by-case). Staff may depart from a process requirement in this Manual only when necessary to prevent imminent housing loss, ensure meaningful access (ADA/LEP), or when a stricter requirement is impracticable for reasons outside the household’s control. d. Staff may depart from a procedural requirement only to prevent imminent housing loss or material abuse (anti-circumvention), and only where consistent with law and funder terms.
46 of 274
25-88514
CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND
GLENDALE HOUSING AUTHORITY
AGENDA ITEM
Report: Approval to Appropriate Funds to Assist with the Rehabilitation of Hamilton Court, a Transitional Affordable Housing Project, and Public Hearing for Substantial Amendment to the HOME-ARP Allocation Plan.
1. City Council Resolution Approving the Designation of Verdugo Housing Corporation as a Community Housing Development Organization;
2. Housing Authority Motion Authorizing Executive Director to Terminate Affordable Housing Acquisition Loan Agreement and Related Documents;
3. Housing Authority Motion Authorizing Executive Director to Execute New Affordable Housing Agreement and Related Documents;
4. City Council Resolution of Appropriation in the Amount of $3,140,861;
5. City Council Motion Authorizing Release of Funds;
6. City Council Motion Approving the Substantial Amendment to the HOME-ARP Allocation Plan;
7. Housing Authority Motion Approving the Substantial Amendment to the HOME- ARP Allocation Plan.
COUNCIL ACTION
Item Type: Public Hearing
Approved for December 2, 2025 calendar
EXECUTIVE SUMMARY
Hamilton Court (“Project”) is a 14-unit, transitional affordable housing project for women and their families affected by domestic violence. The Project has been in service since 1996. The current operator of Hamilton Court is Door of Hope, a nonprofit group that helps families facing homelessness.
Verdugo Housing Corporation, a subsidiary of Door of Hope, currently owns Hamilton Court and proposes a rehabilitation and expansion of the existing facility, increasing the total units from 14 to 19 permanent supportive micro studio apartments, including three accessible units. In addition to housing expansion, the Project incorporates infrastructure, including mechanical, electrical, and plumbing upgrades and the construction of new common spaces designed to promote long-term housing stability and support. The 47 of 274
2 25-88514
6 2
6 3
estimated timeframe for the completion of the rehabilitation of Hamilton Court is 12 months.
Community Development staff recommends supporting the rehabilitation by appropriating a total of $2,790,861 in combined HUD HOME Community Housing Development Organization (HOME CHDO) and HUD HOME Investment Partnerships American Rescue Plan (HOME-ARP) funds. These funds would be secured by two new residual receipts loans.
To appropriate and release the funds, City Council must designate Verdugo Housing Corporation as a Glendale Community Housing Development Organization (“CHDO”).
The Housing Authority must also authorize termination of the existing Affordable Housing Acquisition Loan Agreement and related documents (including reconveyance of a deed of trust and termination and release of affordability covenants) and execute a new Affordable Housing Agreement, along with related documents.
In addition to the project funding, staff is requesting appropriation of $350,000 in HOME- ARP administrative funds to support eligible planning, oversight, staff time, and compliance activities associated with the HOME-ARP program
RECOMMENDATION
Community Development staff recommends that the Glendale City Council and Glendale Housing Authority take the following actions:
City Council:
1. Designate Verdugo Housing Corporation as a Community Housing Development Organization (CHDO);
2. Approve a Resolution of Appropriation in the amount of $3,140,861;
3. Authorize release of appropriated funds; and
4. Approve the Substantial Amendment to the HOME-ARP Allocation Plan.
Housing Authority:
5. Authorize the Executive Director terminate the existing Affordable Housing Acquisition Loan Agreement (AHALA) and related documents, including reconveyance of a deed of trust and termination and release of affordability covenants;
6. Execute a new Affordable Housing Agreement and related documents, including two new residual receipts loans totaling $2,790,861 in HUD HOME CHDO and HOME-ARP funds, for the rehabilitation of Hamilton Court;
7. Approve the Substantial Amendment to the HOME-ARP Allocation Plan.
ANALYSIS
Hamilton Court ("Project") is a 14-unit transitional affordable housing development 48 of 274
3 25-88514
6 2
6 3
designed to serve women and their families affected by domestic violence. The facility, originally constructed in 1929, has been operational since 1996, when the Housing Authority entered into an Affordable Housing Acquisition Loan Agreement. Over the years, Hamilton Court has received funding from the Housing Authority, with the most recent rehabilitation occurring in 2009. This minor rehabilitation, funded as a development loan, included renovation of the existing units and repairs throughout the project.
Verdugo Housing Corporation, a subsidiary of Door of Hope, currently owns the property.
Door of Hope acts as the manager of the facility, and is responsible for the planning, development, supervision, operation, and day-to-day management of the premises. Door of Hope’s mission is to provide both temporary and long-term housing solutions to families facing homelessness, with a particular focus on those impacted by domestic violence. As the managing group of Hamilton Court, Door of Hope brings a wealth of experience in supporting vulnerable families and helping them transition to stable, permanent housing.
To disburse the CHDO funds for the rehabilitation, Housing staff is recommending the City Council approve the designation of Verdugo Housing Corporation as a CHDO. When HUD allocates HOME funding annually, CHDO funds represent 15% of the City of Glendale’s annual HOME allocation. The City of Glendale, as a Participating Jurisdiction, must ensure these funds are expended, or the unused funds will be returned to HUD. To date, the City has not had a CHDO-sponsored project, and no other potential CHDO developers have approached Housing staff with complete plans for the use of these funds. Earlier this year, Door of Hope submitted a comprehensive plan and budget proposal, including detailed development plans for Housing staff and formally submitted their plans to the Development Services office (formerly the Planning Department).
Additionally, a required CHDO checklist was completed and submitted to Housing staff (Exhibit 2). Housing staff has reviewed these submissions and confirms Verdugo Housing Corporation does qualify as a Glendale CHDO. It is also notable that a portion of these CHDO funds, approximately $211,000, would be re-captured by HUD if not allocated and drawn down before September 30, 2026.
The proposed rehabilitation of Hamilton Court aims to expand and significantly upgrade the facilities. The scope of work includes converting most of the existing facility into 19 permanent supportive micro-studio apartments and upgrading infrastructure, including mechanical, electrical, and plumbing systems. Additionally, the plan calls for the creation of three ADA-compliant units, as well as new common areas such as case management and designated therapy rooms, a recreation room for children, a family lounge and classroom, and updated administrative offices. The rehabilitation also includes necessary upgrades to the electrical system (including switchgear), HVAC systems, sewer, and plumbing infrastructure, as well as the installation of a new security gate and fence. The projected timeline for the rehabilitation of Hamilton Court is approximately 12 months.
Project Economics
The estimated total budget (Exhibit 3) for Hamilton Court’s rehabilitation is $4,700,000.
Housing staff recommends the Housing Authority contribute $2,783,361 ($146,493 / unit), 49 of 274
4 25-88514
6 2
6 3
of which $683,361 would come from the City’s HOME CHDO allocation and $2,100,000 coming from the City’s remaining HOME-ARP allocation. The remaining $1,916,639 will be financed through a combination of funding sources, including $850,000 in Community Project Funds from Congressman Adam Schiff’s Office (HUD), $200,000 from Supervisor Kathryn Barger’s Office, and the remaining $866,639 from Door of Hope reserves.
Source Funds
City of Glendale - CHDO Funds $683,361
City of Glendale - HOME ARP Funds $2,100,000
Senator Adam Schiff’s Office $850,000
LA County Supervisor Kathryn Barger’s Office $200,000
Available DOH Reserves $866,639
Total: $4,700,000
Housing staff also recommends allocating an additional $7,500 in HOME-ARP funds to cover closing costs, bringing the total HOME-ARP allocation to $2,107,500.
In addition to the project funding, staff is requesting appropriation of $350,000 in HOME- ARP administrative funds to support eligible planning, oversight, staff time, and compliance activities associated with the HOME-ARP program. HUD permits Participating Jurisdictions to use up to fifteen percent (15%) of their total HOME-ARP allocation for administrative and planning costs (24 CFR Part 92.206 and HOME-ARP Notice CPD-21-10). The remaining balance of HOME-ARP program administrative funds will be retained to support ongoing program management.
Lastly, the Housing Authority and Verdugo Housing Corporation currently have an Affordable Housing Acquisition Loan Agreement (“AHALA”) in place, which is set to expire in 2029. No additional HOME dollars may be invested in the Project until the AHALA affordability term has been satisfied. To address this, Housing staff recommends terminating the existing AHALA and related documents, including reconveyance of an existing deed of trust and terminating and releasing affordability covenants. This will allow the Executive Director to execute a new Affordable Housing Agreement (“AHA”) which will effectively “reset” the affordability covenants and will ensure affordability for a new 20-year term. In addition, two new loans will also be executed: one for the HOME CHDO funds in the amount of $683,361, and one for the HOME-ARP funds totaling $2,100,000.
Housing staff recommends both loans be structured as residual receipts loans with a simple interest rate of 3% and a 30-year term.
With the approval of the CHDO designation for Verdugo Housing Corporation, the Resolution of Appropriation in the amount of $2,790,861 in HUD HOME CHDO and 50 of 274
5 25-88514
6 2
6 3
HOME-ARP funds, the termination of the existing AHALA and related existing documents, and execution of a new AHA and related documents, which includes two new residual receipts loans, Housing staff believe this action is needed by the City Council and Housing Authority to initiate the rehabilitation of Hamilton Court. These actions will enable Verdugo Housing Corporation to move forward with construction and ensure Hamilton Court is preserved and can continue to provide shelter for those vulnerable and victimized of domestic violence for another 20 years. Housing staff anticipate the project can commence construction by January 2026.
Substantial Amendment to the HOME-ARP Allocation Plan
HUD HOME regulations require a Participating Jurisdiction to comply with its Citizen Participation Plan (“CPP”) before allocating HOME funds to a project. The CPP seeks to involve the participation of citizens of Glendale and social service agencies in the development and adoption of its Consolidated Plan (“CP”) and Annual Action Plan (“AAP”). The CP and AAP detail the City’s plan for addressing its affordable housing needs. The AAP provides details on specific affordable housing projects the Housing Authority intends to develop within a given year.
The original Allocation Plan designated nearly all of the HOME-ARP funding to the development of affordable housing at 426 Piedmont Avenue (“Parkview Glendale”), with a preference for seniors experiencing or at risk of homelessness. Because Parkview Glendale required less funding than originally anticipated, Housing staff proposes to reallocate $2,100,000 of HOME-ARP funds to support the rehabilitation and expansion of a transitional housing facility in Glendale.
For this project, Housing staff requested a substantial amendment to its HOME-ARP Allocation Plan from HUD. Under HUD regulations, this amendment qualifies as a substantial amendment because it adds a new activity and beneficiary group not previously described in the plan.
Consistent with HUD regulations and the City’s Citizen Participation Plan, this item is being heard at a public hearing to allow members of the public and interested organizations to comment on the proposed Substantial Amendment.
Finally, HUD identified an administrative calculation correction in the City’s original HOME-ARP award. As a result, HUD increased Glendale’s total HOME-ARP allocation from $5,109,346 to $5,116,976. This Substantial Amendment also updates the HOME- ARP Plan to reflect the corrected allocation amount in addition to reallocating funds to the Hamilton Court Project.
STAKEHOLDERS/OUTREACH
From November 17 through December 1, 2025, Housing staff published a Notice of Public Comment Period regarding the proposed Substantial Amendments to the HOME-ARP Allocation Plan. The notice was published in the Glendale Independent and provided a 51 of 274
6 25-88514
6 2
6 3
description of the proposed project, along with details of an adjustment to the HOME- ARP allocation received by the Housing Authority.
FISCAL IMPACT
The total fiscal impact associated with providing residual receipts loans to Verdugo Housing Corporation for the rehabilitation of Hamilton Court is $2,790,861. Of this amount, $683,361 is in HUD HOME Community Housing Development Organization (CHDO) funds and $2,107,500 in HUD HOME Investment Partnerships American Rescue Plan (HOME-ARP) funds, which includes $7,500 for closing costs.
Appropriation of $350,000 in HOME ARP administrative funds to be used for administrative purposes is also outlined below.
The appropriation request is outlined below.
Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$683,361 31240-2030-CDD-
0020-P0000-
PL: CDD01494AG
43112-2030-CDD-
0020-P0000-
PL: CDD01494AG
HOME Fund
$2,107,500 31240-2030-CDD-
0020-P0000-
PL: CDD01495AG
43112-2030-CDD-
0020-P0000-
PL: CDD01495AG
HOME Fund
$350,000 31240-2030-CDD-
0020-P0000-
PL: CDD01496AG
41100-2030-CDD-
0020-P0000-
PL: CDD01496AG
HOME Fund
ENVIRONMENTAL REVIEW (CEQA/NEPA)
The actions described in this report to facilitate the rehabilitation of Hamilton Court (an already- existing Project) is exempt from further environmental review under the California Environmental Quality Act ("CEQA") pursuant to Title 14 of the California Code of Regulations ("CEQA Guidelines") for all of the following reasons: 1) the activity will not result in a direct or reasonably foreseeable indirect physical change to the environment under CEQA Guidelines Section 15060(c)(2) because the Project is already built, the funding will go to minor rehabilitation (not subject to discretionary review, so not a project under CEQA) and/or will undergo independent CEQA review at the time when such rehabilitation work is applied for; 2) the activity is not a project under CEQA Guidelines Section 15060(c)(3) and 15378(b)(4) because it constitutes the creation of government funding mechanisms or other governmental fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and 3) the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment, and here, it can be seen with certainty that there is no possibility that 52 of 274
7 25-88514
6 2
6 3
the activity may have a significant effect on the environment per CEQA Guidelines Section 15061(b)(3).
CAMPAIGN DISCLOSURE
Campaign disclosure is attached as Exhibit 1.
ALTERNATIVES TO STAFF RECOMMENDATION
1. Reject the appropriation of funding, terminating the Housing Authority’s participation in the project.
2. Reject the CHDO designation, terminating the ability to allocate CHDO funds to Verdugo Housing Corporation.
3. Reject the approval of the Substantial Amendment to the HOME-ARP Allocation Plan, terminating the ability to allocate HOME-ARP funds to Verdugo Housing Corporation.
4. The City Council and Housing Authority may consider any other alternative not proposed by staff.
ADMINISTRATIVE ACTION
Submitted by:
Bradley Calvert, Director of Community Development
Prepared by:
Peter Zovak, Assistant Director of Community Development Michael Fortney, Deputy Director of Community Development/Housing Aaron Brownell, Senior Housing Project Manager
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
Exhibit 1: Campaign Disclosure
Exhibit 2: CHDO Checklist
Exhibit 3: Budget
Exhibit 4: Affordable Housing Agreement with Attachments 53 of 274
1 RESOLUTION NO. _____________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GLENDALE, CALIFORNIA, TO CERTIFY DESIGNATION OF
VERDUGO HOUSING CORPORATION AS A COMMUNITY HOUSING
DEVELOPMENT ORGANIZATION
WHEREAS, the City of Glendale has entered into an Agreement with the United States Department of Housing and Urban Development (HUD) to receive funds through the Home Investment Partnerships Act (HOME) Program, a portion of which must be set aside for designated Community Housing Development Organizations; and WHEREAS, Verdugo Housing Corporation, a subsidiary of Door of Hope, currently owns the property of Hamilton Court, a 14-unit, transitional affordable housing project for women and their families affected by domestic violence; Door of Hope’s mission is to provide both temporary and long-term housing solutions to families facing homelessness, with a particular focus on those impacted by domestic violence, and is qualified as a Community Housing Development Organization (CHDO) by complying with the requirements of the HOME Program under the auspices of the United States Department of Housing and Urban Development (HUD); and
WHEREAS, Verdugo Housing Corporation has submitted the required documentation to certify its eligibility status as a non-profit organization, including the Articles of Incorporation and By-Laws of the organization, as further described and referenced in the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development; and
WHEREAS, the City of Glendale, through its 2025-2029 Consolidated Plan and FY 2025-2026 Annual Action Plan supports the development of affordable housing projects for low and/or very-low income households.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE AS FOLLOWS:
Section 1. That the City Council supports and certifies the designation of Verdugo Housing Corporation as a Community Housing Development Organization (CHDO) under the regulations of the HOME Investment Partnerships Program for the purposes of supplying affordable rental housing units serving low and/or very-low income households within the City.
54 of 274
3 Section 2. That the City Council of the City of Glendale hereby authorizes and directs the City Manager, or his designee, to transmit this resolution and any required documentation related to the CHDO certification of Verdugo Housing to the United States Department of Housing and Urban Development.
Adopted this _______ day of __________________________, 2025. ______________________________
Mayor
ATTEST:
___________________________
City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF GLENDALE )
I, SUZIE ABAJIAN, Ph.D., Clerk of the City of Glendale, certify that the foregoing Resolution was adopted by the Council of the City of Glendale, California, at a regular meeting held on the ______day of _________, 2025, and that same was adopted by the following vote:
Ayes:
Noes:
Absent:
Abstain:
_________________________
City Clerk
55 of 274
MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to terminate the existing Affordable Housing Acquisition Loan Agreement and related documents (“AHA”), including reconveyance of a deed of trust and termination and release of affordability covenants, between the Housing Authority and Verdugo Housing Corporation, all as outlined in the Joint Report to Council and Housing Authority dated December 2, 2025 from the Director of Community Development. Any documents necessary to be executed in connection with termination of the AHA shall be subject to approval as to form by the City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
56 of 274
MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to execute an Affordable Housing Agreement and all associated documents and attachments thereto (“AHA”), between the Housing Authority and Verdugo Housing Corporation to facilitate the Hamilton Court rehabilitation and expansion work, all as outlined in the Joint Report to Council and Housing Authority dated December 2, 2025 from the Director of Community Development (“Report”) in substantially the same form as the draft of such AHA, attached to the Report as Exhibit 4, subject to any Housing Authority comments or modifications. The AHA shall be subject to approval as to form by the City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
57 of 274
RESOLUTIONNO.
RESOLUTIONOFTHECOUNCILOFTHECITYOFGLENDALE
MAKINGANAPPROPRIATION
BEITRESOLVEDBYTHECOUNCILOFThECITYOFGLENDALE;
SECTION1:Thatthesumof$3140861isherebyappropriatedand/ortransferredfromthefollowing accountstothefollowingaccounts:
ACCOUNTSDESCRIPTIONFROMTO
31240-2030-CDD-0020-P0000FederalGrants,HomeFund,Community$683,361 CDDO1494AGDevelopment,Projects,HamiltonCourt
43112-2030-CDD-0020-P0000DirectAssistance,HomeFund,Community$683361 CDDO1494AGDevelopment,Projects,HamiltonCourt
31240-2030-CDD-0020-P0000FederalGrants,HomeFund,Community$2,107,500 CDDO1495AGDevelopment,Projects,HamiltonCourt
(HOMEARP)
43112-2030-CDD-0020-P0000DirectAssistance,HomeFund,Community$2,107,500 CDDO149SAGDevelopment,Projects,HamiltonCourt
(HOMEARP)
31240-2030-CDD-0020-P0000FederalGrants,HomeFund,Community$350,000 CDDO14O6AGDevelopment,Projects,HOMEARPAdmin
43112-2030-CDD-0020-P0000DirectAssistance,HomeFund,Community$350,000 CDDO1496AGDevelopment,Projects,HOMEARPAdmin
ToappropriatefundingfortherehabilitationofHamiltonCourt,andforHOME-ARPadministrativecosts.
SECTION2:TheDirectorofFinanceisauthorizedtomakesuchotherrevisions,individualappropriation line-items,changesinsummaries,fundtotals,grandtotals,andotherportionsofthebudgetdocumentas necessarytoreflectandimplementthechangesspecifiedinthisresolution. 58 of 274
SECTION
3:
The
City
Clerk
shall
certify
to
the
adoption
of
this
Resolution.
Adopted
this
day
of
________________
2025.
Mayor
ATTEST:
CITY
OF
GLENDALE
A9t%
DATE
11/12/2025
___________________________
APPROVED
AS
TO
FINANCIAL
City
Clerk
PROVISION
FOR
S
3,140,861
Director
of
Finance
STATE
OF
CALIFORNIA)
COUNTY
OF
LOS
ANGELES)
SS
CITY
OF
GLENDALE)
I,Suzie
Abajian,
City
Clerk
of
the
City
of
Glendale,
do
hereby
certify
that
the
foregoing
Resolution
No.
was
adopted
by
the
Council
of
the
City
of
Glendale,
California,
at
aregular
meeting
held
on
the__________
day
of
________________,
2025,
and
that
the
same
was
adopted
by
the
following
vote:
Ayes:Noes:Absent:Abstain:
Cfty
Clerk
59 of 274
MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that following the appropriation of $3,140,861 from HOME funds in support of a rehabilitation and expansion of the existing facility of Hamilton Court, a transitional affordable housing project for women and their families affected by domestic violence, as outlined in the Joint Report to Council and Housing Authority dated December 2, 2025 from the Director of Community Development, said funds may be released upon terms and conditions acceptable to and approved by the City Manager and City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
60 of 274
MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale, following a public hearing on the matter, hereby approves a Substantial Amendment to the HOME-ARP Allocation Plan (“Substantial Amendment”) to reflect the increase in the City’s total HOME-ARP allocation from $5,109,346 to $5,116,976, as well as to reflect the reallocation of funds to the Hamilton Court Project, as further described in the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development; and authorizes the City Manager or his designee, and/or Community Development Department staff to submit the Substantial Amendment to the U.S. Department of Housing and Urban Development, and to execute all application materials, agreements, amendments, certifications, and/or documents and/or take any further actions necessary to allocate/reallocate such funding.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
61 of 274
MOTION
Moved by Authority Member , seconded by Authority Member , that the Housing Authority of the City of Glendale hereby approves a Substantial Amendment to the HOME-ARP Allocation Plan (“Substantial Amendment”) to reflect the increase in the City’s total HOME-ARP allocation from $5,109,346 to $5,116,976, as well as to reflect the reallocation of funds to the Hamilton Court Project, as further described in the Joint Report to the Council and Housing Authority dated December 2, 2025 from the Director of Community Development; and authorizes the Executive Director or his designee, and/or Community Development Department staff to submit the Substantial Amendment to the U.S. Department of Housing and Urban Development, and to execute all application materials, agreements, amendments, certifications, and/or documents and/or take any further actions necessary to allocate/reallocate such funding.
Vote as Follows:
Ayes:
Noes:
Absent:
Abstain:
62 of 274
City of Glendale
DISCLOSURE - CAMPAIGN FINANCE ORDINANCE
The City Council adopted Ordinance No. 5744, “Campaign Finance Ordinance,” which became effective on September 9, 2011, and amended it with Ordinance No. 5768, which became effective on March 15, 2012 (“the Ordinance”). The Ordinance prohibits: (1) A contractor* (including a subcontractor**)― who has a contract with the City of Glendale (“City”), Economic Development Department (“EDD”), or the Housing Authority of the City of Glendale (“HA”) and that contract is subject to approval by the City Council, EDD, or HA― from making a contribution to a City Council member, EDD member, HA member, City Clerk, or City Treasurer; and (2) Council members, EDD members, and HA members from voting on matters concerning a contract with a person who has provided a campaign contribution.
The Ordinance applies to a contractor whose contract requires the City Council’s, EDD's, or HA’s approval. A contract with the City, EDD, or HA is known as a “City Contract.” The Ordinance also applies to a subcontractor who has a subcontract through a City Contract. The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.
To assist members of the City Council, EDD, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and the subcontractor(s) working under the City Contract.
A contractor must provide the information listed below when: A subcontractor must provide the information listed below when:
•The City Contract has a total anticipated or actual value of $50,000 or more; or • The subcontract through a City Contract has a total anticipated or actual value of $25,000 or more; or
• A combination or series of City Contracts have a value of $50,000 or more. • A combination or series of subcontract s, for the same or different projects, have an aggregate value of $25,000 or
more. Information that must be disclosed: ● Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) ● Name of the Chief Executive Officer/President
● Chief Operati
ng Officer
● Chief Financial Office
r
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the perso
n, entity, or organization
● Name of any camp
aign committee own
ed or controlled by the person, entity, or organization Please complete the following disclosure form:
Contractor(s)*:
Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
*“Contractor” is the person, entity, or organization that is the party, or prospective party, to the contract with the City, EDD, or HA or any member of that person’s, entity’s, or organization’s Board of Direct ors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operat ing Officer, any person with an ownership interest of more than ten percent (10%) in that person, entit y, or organization, and any campaign committee that is o wned or controlled by that person, entity, or organization. Above please disclose these persons’ name and business address.
Tyler Lazarian
Jim Howe
Jim Howe / Tyler Lazarian
Tyler Lazarian, Sarah Silk, Joanne Mathew,
Joseph Montes, Kimberly Kirui, Robbin Owens
Verdugo Housing Corporation
221 E. Walnut St, Ste 112, Pasadena CA 91101
5462 2nd St
Irwindale
CA
91706
221 E. Walnut St, Ste 112
Pasadena
CA
91101
Joanne Mathew
1020 S. Olive St, 7th floor
Los Angeles
CA
90015
EXHIBIT 1
63 of 274
Rev. 6/7/12
Subcontractor(s)**:
Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or gener al or prime contract, usually by a general or prime contrac tor. Subcontractor includes any member of that person’s, entity’s, or organization’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financ ial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Above please disclose these persons’ name and business address.
Campaign Committee owned or controlled by:
Title Business Address City State Zip
CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional ― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I hereby certify that:
I have identified all persons for which the Ordinance requires disclosure; The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and I have been legally authorized to submit this disclosure form.
In total, this disclosure form (including attachments) is pages. , 20 , at:
Signature: Print Full Name:
Address:
Phone Number: E-mail Address:
Executed on:
Mehrdad Farkhan
Mehrdad Farkhan
Cybertech Construction Company
6732 White Oak Ave, Van Nuys, CA 91406
6732 White Oak Ave
Van Nuys
CA
91406
September 17
25 221 E. Walnut St., Ste 112
Jim Howe
626-657-3138
[email protected]
64 of 274
VERDUGO HOUSING CORPORATION
CHDO CHECKLIST PACKAGE
TABLE OF CONTENTS
1. CITY OF GLENDALE CHDO CHECKLIST…………………….……………………2
ATTACHMENTS:
a. VERDUGO HOUSING CORP ARTICLES OF INCORPORATION….……..7 b. VERDUGO HOUSING CORP BYLAWS……………………………….……12
c. EVIDENCE OF 501(C) STATUS………………………………………….….38
2. EXHIBIT A – AFFIDAVIT OF STANDARDS FOR FINANCIAL MANAGEMENT SYSTEMS, NOTARIZED……………………………………………………………...40
3. EXHIBIT B – KEY STAFF CAPACITY………………………………………………43
ATTACHMENTS:
a. KEY STAFF RESUMES…………………………………………………….…46
b. DOOR OF HOPE MAJOR PROJECTS LIST…………………………….…70
4. EXHIBIT C – HISTORY OF SERVING THE COMMUNITY……………………….71 ATTACHMENTS:
a. COMMUNITY HISTORY STATEMENT……………………………………..73
5. EXHIBIT D – BOARDMEMBER CERTIFICATION REQUIREMENTS…………..74
6. EXHIBIT E – CERTIFICATION OF BOARDMEMBERS…………………………..76 ATTACHMENTS:
a. COMMUNITY HOUSING DEVELOPMENT ORGANIZATION BOARD
MEMBERS SELF-CERTIFICATION FORMS……………………………....79
7. EXHIBIT F – CHDO BOARD COMPLIANCE CERTIFICATION………………….81 EXHIBIT 2
65 of 274
66 of 274
67 of 274
68 of 274
69 of 274
70 of 274
71 of 274
1 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VERDUGO HOUSING CORPORATION ARTICLE I. NAME The name of this Corporation is Verdugo Housing Corporation. ARTICLE II. PURPOSE A. This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law of California for charitable purposes. B. This Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). C. The specific charitable purposes of this Corporation are: 1. To provide transitional housing for households moving from emergency shelters for battered individuals and/or homeless shelters; 2. To expand opportunities available to residents of the City of Glendale and the area within the County of Los Angeles by developing, constructing, and operating decent, safe, and sanitary shelter and housing for persons and families who otherwise would not be able to find or afford a suitable place to live; 3. To provide decent, safe, and sanitary housing that is affordable to low-income and moderate-income persons; 4. To assist at-risk families by providing or facilitating services to foster financial stability and emotional health; and, 5. To serve as a member of a limited liability company or general partner in a limited partnership to own and operate affordable housing for the benefit of low-income or at-risk persons who are in need of safe and sanitary shelter or housing and related services. ARTICLE III. MEMBERS This Corporation has no members. 72 of 274
2 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 ARTICLE IV. LIMITATION OF CORPORATE ACTIVIITIES A. No substantial part of the activities of this Corporation shall consist of lobbying or the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h)(9) of the Code), and this Corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. B. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding section of any future federal tax code). ARTICLE V. DIRECTORS A. The directors of this Corporation shall be limited to individuals who are either directors of the Board of Door of Hope, a California nonprofit public benefit corporation, or persons who have the approval of Door of Hope. 1. At least one-third (1/3) of the total number of the Directors in office shall be residents of low-income neighborhoods, low-income beneficiaries of programs administered by the U.S. Department of Housing and Urban Development (HUD), other low-income community residents, designees of low-income neighborhood organizations, or designees of nonprofit organizations in the community that address the housing or supportive service needs of low-income households or residents of low-income neighborhoods, consistent with the applicable requirements of 24 CFR 92.2, as may be amended by HUD. 2. In the event that a director of the Corporation ceases to be a Board member of Door of Hope, or if the approval is withdrawn in accordance with the process set forth in the Bylaws of this Corporation, then in either event, such shall constitute automatic resignation as a director of this Corporation. B. The number of directors, manner in which the directors shall be chosen, approved, and removed, their powers, duties, terms of office, the manner of filling vacancies on the board of directors, and the manner of calling and holding meetings of directors shall be as stated in the Bylaws of the Corporation. ARTICLE VI. DEDICATION AND DISPOSITION A. The property of this Corporation is irrevocably dedicated to charitable purposes. No part of the net income or assets of this Corporation shall ever inure to the benefit of or be distributable to, any of its directors or officers, or to the benefit of any private person, except that 73 of 274
3 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 this Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. B. In the event of the dissolution or winding up of this Corporation for any reason, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to Door of Hope, a California nonprofit public benefit corporation, which is organized and operated exclusively for religious purposes and has established and maintained its tax-exempt status under Section 50l(c)(3) of the Code or the corresponding section of any future federal tax code. ARTICLE VII. BYLAWS Bylaws of this Corporation may be adopted by the directors at any meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 74 of 274
75 of 274
1 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 BYLAWS OF VERDUGO HOUSING CORPORATION (a California Nonprofit Public Benefit Corporation) ARTICLE 1. NAME The name of this Corporation is Verdugo Housing Corporation. ARTICLE 2. OFFICES Section 2.1 Principal Office. The principal office of the Corporation shall be located in the City of Pasadena, California. The Board of Directors may change the location of this office by resolution of the Board. Any such change shall be noted in these Bylaws by the Secretary. This section may be amended to state the new location. Current address: 221 E. Walnut Street, #112, Pasadena, California 91101 Section 2.2 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places. ARTICLE 3. PURPOSES AND SERVICE AREA Section 3.1 General Purpose: The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Section 3.2 Specific Purposes: The specific purposes of this organization are to (1) provide transitional housing for households moving from emergency shelters for battered individuals and/or homeless shelters; (2) expand opportunities available to residents of the City of Glendale and the area within the County of Los Angeles by developing, constructing, and operating decent, safe, and sanitary shelter and housing for persons and families who otherwise would not be able to find or afford a suitable place to live; (3) provide decent, safe, and sanitary housing that is affordable to low-income and moderate-income persons; (4) assist at-risk families by providing or facilitating services to foster financial stability and emotional health; and (5) serve as a member of a limited liability company or general partner in a limited partnership to own and operate affordable housing for the benefit of low-income or at-risk persons who are in need of safe and sanitary shelter or housing and related services. Section 3.3 Community Housing Development Organization: Within the scope of the purposes in this Article, this Corporation is organized and shall be operated to qualify as a Community Housing Development Organization ("CHDO") under the Cranston-Gonzalez 76 of 274
2 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 National Affordable Housing Act of 1990, as amended (42 U.S.C. 12721 et. seq.), and as defined in 24 Code of Federal Regulations (CFR) section § 92.2. In the event that any provision of Section 3.02 is inconsistent with any provision of the Articles of Incorporation, the provisions of the Articles of Incorporation of the Corporation shall prevail and be controlling. Section 3.4 Service Area: The service area of the Corporation shall be the City of Glendale and the area within the County of Los Angeles. ARTICLE 4. LIMITATIONS Section 4.1 This Corporation has been formed under the California Nonprofit Corporation Law for the charitable purposes described in Article 3. above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h)(9) of the Internal Revenue Code of 1986, as amended), and this Corporation shall not participate or intervene in (including the publication or distribution of statements) on behalf of, or in opposition to, any candidate for public offices. Section 4.2 The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable purposes described in or exercise any powers that are not in furtherance of the purposes described in the Articles of Incorporation. The Corporation may not carry on any activity for the profit of its Officers, Directors or other private persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 of these Bylaws shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue orporation, contributions to which are deductible under section 170(c)(2) of the Code. ARTICLE 5. DEDICATION OF ASSETS Section 5.1 Property Dedicated to Nonprofit Purposes: The property of the Corporation is irrevocably dedicated to charitable purposes. No part of the net income or assets of the Corporation shall ever inure to the benefit of or be distributable to, any of its Directors or Officers, or to the benefit of any private person, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof. Section 5.2 Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to Door of Hope, a California nonprofit public benefit corporation, which is organized and operated exclusively for religious purposes and has established and maintained its tax-exempt 77 of 274
3 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 status under Section 50l(c)(3) of the Code or the corresponding section of any future federal tax code. ARTICLE 6. MEMBERSHIP Section 6.1 The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law. Section 6.2 Any action which would otherwise require approval by a majority of all members or approval of the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors. ARTICLE 7. DIRECTORS Section 7.1 Number of Directors. The authorized number of directors of the Corporation (the "Directors") shall not be less than three (3) or more than twelve (12) until changed by a bylaw amending this Section 7.1. The number of Directors may be increased or decreased by a 51% majority of the Directors. No increase or decrease in the number of Directors shall shorten the term of office of any incumbent Director. A newly created seat on the Board shall be filled in the same manner as a vacancy of a Director. Section 7.2 Selection and Qualifications. The qualifications for Directors are as follows: (a) At least one-third (1/3) of the total number of the Directors in office shall be residents of low-income neighborhoods, low-income beneficiaries of programs administered by the U.S. Department of Housing and Urban Development (HUD), other low-income community residents, designees of low-income neighborhood organizations, or designees of nonprofit organizations in the community that address the housing or supportive service needs of low-income households or residents of low-income neighborhoods, consistent with the applicable requirements of 24 CFR 92.2, as may be amended by HUD. (b) All Directors in office shall be limited to individuals who are either Board members of Door of Hope or non-Board members who have the approval of Door of Hope. In the event that a Director of this Corporation ceases to be a Board member of Door of Hope, or if the aforesaid approval is withdrawn, then in either event, such shall constitute automatic resignation as a Director of this Corporation. (c) No more than one-third (1/3) of the Directors in office shall be officials or employees of a governmental entity or the jurisdiction certifying the Corporation as a CHDO, or appointed by the Directors that are officials or employees of the governmental entity or jurisdiction. 78 of 274
4 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 7.3 Powers. (a) General Corporate Powers. Subject to the limitations of the Articles of Incorporation, California Nonprofit Corporation Law and any other applicable laws, and these Bylaws, the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors of this Corporation (the "Board of Directors" or "Board"). The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to any person or persons, a management company, or committee however composed, provided that the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: 1. To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities, therefore. 2. To contract with a person or persons, both inside and outside the Corporation, to conduct fundraising activities on behalf of the Corporation which may result in a net profit to the Corporation, so long as said profit is subsequently spent to support the charitable purposes of the Corporation, as set forth in the California Nonprofit Corporation Law. (b) Board's Ultimate Authority. No assignment, referral, or delegation of the authority of the Board or anyone else shall preclude the Board from exercising the authority required to meet its responsibility for the conduct of the activities of this Corporation and the Board shall retain the right to rescind any such delegation. Section 7.4 Fees and Compensation. The Corporation shall not pay any compensation to Directors for services rendered to the Corporation as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board of Directors. Section 7.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be Interested Persons, as defined in Article 11. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the Corporation. Section 7.6 Term of Office. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until the election accordance with these Bylaws and California Nonprofit Corporation Law. Directors shall have a three (3) year term. The Corporation may have staggered terms for its Directors. 79 of 274
5 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 7.7 Election. Each Director of the Board of the Corporation shall be elected at an annual meeting of the Board, unless required to be held earlier because of vacancies. Section 7.8 Vacancies. (a) A vacancy or vacancies in the Board of Directors shall be deemed to exist or may exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) the declaration by the Board of Directors of a vacancy in the office of Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been found by a final order or judgment of any court to have breached any duty under Sections 5230-38 of the California Corporations Code dealing with standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors during any one calendar year, (iii) an increase in the authorized number of Directors; or (iv) the failure of the Directors, at any annual or other meeting at which any Director or Directors of this Corporation are elected, to elect the full authorized number of Directors to be voted for at that meeting. (b) If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional Director as soon as practicable after the vacancy occurs, subject to a proposed Director satisfying the provisions in Section 7.2 (Selection and Qualifications). (c) A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors, until their successor is appointed, unless such Director resigns, or until their death, resignation or removal from office. Section 7.9 No Removal on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director in accordance with these Bylaws and California Nonprofit Corporation Law. Section 7.10 Resignations. Director may resign by giving written notice to the Chairperson, the President, the Secretary, or the Board of Directors of this Corporation. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. Acceptance of the resignation by the Board of Directors shall not be necessary to make it effective. (a) If a Director is holding a Board Officer position at the time of resignation, the tendered resignation will cover held officer position(s) as well. (b) No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney (c) Notwithstanding this Section 7.11, in the event that a Director of this Corporation ceases to be a Board member of Door of Hope, or the approval of the Director by the 80 of 274
6 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Door of Hope is withdrawn, then such shall constitute automatic resignation as a Director of this Corporation. Section 7.11 Leave of Absence. A Director may request a leave of absence from the Board of up to one year. If the leave of absence causes an undue burden to the Board of Directors of Directors may elect to consider the leave of absence a temporary vacancy and to fill that vacancy according to Section 7.7 (Election), with the term of the temporary office expiring upon return of the Director taking the leave of absence. Said leave shall not to be charged against the Director Section 7.12 Removal Without Cause. The Board of Directors of this Corporation, by affirmative vote of a majority of the Directors then in office, may remove any Director without cause at any regular or special meeting; provided that the Director to be removed has been notified in writing in the manner set forth in Section 8.5 (Notice of Meetings) that such action would be considered at the meeting. Section 7.13 Freedom from Liability. No Director of this Corporation shall be personally liable for the debts, liabilities or obligations of the Corporation. ARTICLE 8. BOARD MEETINGS Section 8.1 Place of Meetings: Meetings of the Board may be held at the principal office of the Corporation or at any other place within or without the State of California. In the absence of such designation, meetings shall be held at the principal office of the Corporation. Section 8.2 Annual Meetings. The Board shall hold an annual meeting once per calendar year for review and approval of the corporate budget, selection of Officers, and the transaction of other businesses. Section 8.3 Regular Meetings. Other regular meetings of the Board of Directors shall be held at such time as the Board of Directors may from time to time designate by resolution. Notice of any such regular meeting set by resolution of the Board of Directors does not require notice to members of the Board of Directors Section 8.4 Special Meetings. Special meetings of the Board for any purpose(s) may be called at any time by the Chair, President, Secretary or any two (2) Directors. Such meetings shall be held at the place, within or without the State of California designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation. Section 8.5 Notice of Meetings. Except when the time and place of the annual meeting or regular meeting is set by the Board by resolution in advance, notice of the time and place of all regular and special meetings shall be given to each Director at least forty-eight (48) hours before the date and time of the meeting if delivered personally or by telephone, including a voice messaging system or other system of technology designated to record and communicate messages, 81 of 274
7 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 facsimile, email, or other electronic means, and at least four (4) days before the date of the meeting if given by first class mail or postage prepaid. (a) number, facsimile number, or e-mail address as shown on the records of the Corporation. (b) Any oral notice given personally, by telephone, voice messaging system or other system or technology designed to record and communicate messages may be communicated directly to the Director or to a person who would reasonably be expected to promptly communicate such notice to the Director. (c) Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regular meeting. Section 8.6 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors who is not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent does not need to specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Directors can protest the lack of notice only by presenting a written protest to the Secretary either in person, by first-class mail addressed to the Secretary at the principal office of the Corporation as contained on the records of the Corporation as of the date of the protest, or by facsimile addressed to the facsimile number of the Corporation as contained on the records of the Corporation as of the date of the protest. Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consent, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 8.7 Quorum. A quorum of the Board for the transaction of business shall be 51% of the Directors then in office (but no fewer than two Directors). Every act or decision done or made by a majority of the Directors present at a meeting duly held shall be regarded as the act of the Board of Directors, unless a greater number be required by California Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws. A meeting at which a quorum is initially 82 of 274
8 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 present may continue to transact business notwithstanding the withdrawal of Directors, if any action so taken is approved by at least a majority of the Directors present for such meeting. Section 8.8 Meetings by Telephone, Video, or Teleconference. Any meeting, regular or special, may be held by conference telephone, electronic video communication, or other communications equipment, as long as: (a) All Directors participating in the meeting can hear and community with one another; and all such attendance by Directors in this manner shall be deemed to be present in person at such meeting. (b) Each Director is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; (c) The Corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are Directors of the Corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the Board of Directors are taken and cast only by Directors and not by persons who are not Directors. Section 8.9 Attendance. Attendance to Board of Directors meetings is required. Excessive absences (as established by the Board) can result in removal of a Director by a majority vote of the Board. Section 8.10 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the adjourned meeting, except as provided in this section. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 8.11 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such an action. Such consent( s) shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Section 8.12 The following actions shall require a vote by a majority of all Directors in office in order to be effective: (a) Approval of contracts or transactions in which a Director has a direct or indirect material financial interest as described in Article 12 (provided that the vote of any interested Director(s) is not counted); (b) Creation of, and appointment to Committees as described in Section 9.1; and, 83 of 274
9 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) Removal of a Director Without Cause as described in Section 7.12. Section 8.13 Actions Requiring 2/3 Vote of the Board and Approval of Door of Hope. Adoption or revocation of a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, requires the approval of two-thirds (2/3) of the Directors of the Corporation in office and the approval of Door of Hope. Section 8.14 Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chairperson or President of the Corporation or, in his, her, or their absence, or, in the absence of the Chairperson or President, by an officer chosen by a majority of the Directors present at such meeting. The Secretary of the Corporation shall act as Secretary for all meetings of the Board, provided that in his her, or their absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Section 8.15 Emergency Bylaws. Notwithstanding anything to the contrary herein, Section 8.6 (Waiver of Notice) applies solely during an emergency, which is the limited period of time during which a quorum cannot be readily convened for action as a result of certain qualifying events or circumstances until the event or circumstance has subsided or ended and a quorum can be readily convened in accordance with the notice and quorum requirements in Sections 8.7 (Quorum) and 8.8 (Meetings by Telephone). (a) Qualifying events or circumstances: 1. A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak. or, regardless of cause, any fire, flood, or explosion; 2. An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or on receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent; 3. An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government function, or population, including, but not limited to, mass evacuations; or 4. A state of emergency proclaimed the Governor of the state, including any person serving as Governor in accordance with the California Constitution or Government Code, in which one or more Directors are residents, or an emergency or major disaster declaration by the President of the United States. 84 of 274
10 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (b) Emergency Actions. In anticipation of or during an emergency, the Board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders. Any actions taken in good faith during an emergency under this section to bind the Corporation shall not be used to impose liability on a Director, Officer, employee, or Agent. All provisions of the regular Bylaws consistent with these Emergency Bylaws shall remain effective during the emergency. 1. In anticipation of or during an emergency, the Board may take either or affairs: (i) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or Agent resulting from the emergency; (ii) Relocate the principal office or authorize the officers to do so. 2. During an emergency, the Board may take either or both of the (i) Give notice to a Director or Directors in any practicable manner under the circumstances when notice of a meeting of the Board cannot be given to that Director or Directors in the manner prescribed by Section 8.5 (Notice of Meetings); (ii) Deem that one or more Officers present at a Board meeting is a Director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. Section 8.16 Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind. The includes the right to copy documents. ARTICLE 9. COMMITTEES Section 9.1 The Board may, by resolution adopted by a majority of the Directors then appoint one or more Directors to a Committee, and delegate to such Committees any of the authority of the Board except with respect to: (a) The approval of any action for which the California Nonprofit Corporation Law also requires approval of the Board or approval of a majority of all Directors of the Board; (b) The filling of vacancies on the Board or in any committee; 85 of 274
11 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) The fixing of compensation of the Directors for any services rendered to the Corporation; (d) The amendment or repeal of Bylaws or the adoption of new Bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) The appointment of other Committees of the Board or the members of these Committees; (g) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Corporation Law; or (h) Approve a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business; or revoke any such plan. Section 9.2 The Board may appoint, in the same manner, alternate members of any Committee who may replace any absent member at any meeting of the Committee. The Board shall have the power to prescribe the manner in which proceedings of any such Committee shall be conducted. In the absence of any such prescription, such Committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Section 9.3 Unless the Board or such Committee shall otherwise provide, the regular and special meetings and other actions of any such Committee shall be governed by the provisions, held and taken in accordance with the provisions of Article 8. concerning meetings of Directors, with such changes in the context of Article 8. as are necessary to substitute the Committee and its members for the Board and its members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board of Directors. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules. ARTICLE 10. OFFICERS Section 10.1 Officers. The officers of the Corporation (the "Officers") shall be a Chairperson or President, or both, a Secretary, and a Treasurer or Chief Financial Officer or both. which may be a joint office. Other than the Chairperson, these persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers, who also need not be Directors, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 10.2 86 of 274
12 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (Election of Officers). Any number of offices may be held by the same person, except that the Secretary, the Treasurer, and the Chief Financial Officer (if any) may not serve concurrently as either the President or the Chairperson. Section 10.2 Election of Officers. The Officers of the Corporation shall be elected annually by and shall serve at the pleasure of the Board, and until their resignation, removal, or other disqualification from office, or until their respective successors shall be elected. Notwithstanding this Section 10.2, no Officer shall hold more than three (3) consecutive terms of office in any one official position. Section 10.3 Removal of Officers. Any Officer may be removed, either with or without cause, by the Board at any time. Any such removal shall be without prejudice to the rights, if any, of such Officer under any contract or employment. Section 10.4 Resignation of Officers. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may resign at any time by giving written notice to the Board, but without prejudice to the rights, if any, of the Corporation, under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 10.5 Subordinate Officers. The Board may elect, and may empower the Chairperson or President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. Section 10.6 Responsibilities of Officers. (a) Chairpersonbe a Director and shall preside at meetings of the Board as required by Section 8.14 (Conduct of Meetings) and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. If the Board designates both a Chairperson and a President, the Board shall, by resolution, establish the specific duties carried by each position. (b) Presidentat each meeting of the Board, as required by Section 8.14 (Conduct of Meetings) and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. If no other person is designated as the chief executive, the President shall, in addition, be the chief executive and shall have the powers and duties prescribed in Section 10.9 (Additional Officers). (c) Secretary. to the following:
87 of 274
13 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (d) Articles of Incorporation and Bylaws. The Secretary shall certify and keep or cause to be kept at the principal office of the Corporation the original or a copy of the filed Articles of Incorporation and these Bylaws, as amended to date. (e) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a Book of Minutes of all meetings of the Board and its Committees, with the time and place of holdings, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof. (f) Corporate Records. Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to their Agent or attorney, these Bylaws and the Book of Minutes. (g) Notices and Other Documents. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any Committees thereof required by these Bylaws or by law to be given, and shall distribute the minutes of the meeting of the Board to all members promptly after the meetings. The Secretary shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent the same are to be kept or filed by the Treasurer. (h) Corporate Seal and Other Duties. The Secretary shall keep or cause to be kept the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board or these Bylaws. Section 10.7 Treasurer. (a) Books of Account. The Treasurer shall keep and maintain, or cause to be kept or maintained, adequate books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall at all times be open to inspection by any Director at a reasonable time. Treasurer shall cause the books of account to be audited or reviewed each year by a certified public accountant ("CPA") and a report of such audit or review shall be presented to the Board. (b) Financial Reports. The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (c) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated from time to time by the Board. The Treasurer shall disburse, or cause to be disbursed the funds of the Corporation as may be ordered by the Board, and shall render or cause to be rendered to the President and Directors, upon request, an account of all transactions as Treasurer and of the financial condition of the Corporation, and 88 of 274
14 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws. (d) Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of their office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in their possession or under their control on their death, resignation, retirement, or removal from office. Section 10.8 Chief Executive. Subject to such supervisory powers as may be given by the Board to the Chairperson or President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as tto hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in their sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate their responsibilities and powers subject to the control of the Board. They shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the chief executive as an Officer. Section 10.9 Additional Officers. The Board may empower the Chairperson, President, or Chief Executive, to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine. Section 10.10 Compensation of Officers. (a) Salaries Fixed by Board. The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board or by the person or Committee to whom the Board has delegated this function, and no Officer shall be prevented from receiving such salary by reason of the fact that they are also a Director, provided, however, that such compensation paid to a Director for serving as an Officer shall only be allowed if permitted under the provisions of Section 7.5 (Restriction on Interested Directors). In all cases, any salaries received by Officers shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable purposes of the Corporation. No salaried Officer serving as a Director shall be permitted to vote on their own compensation as an Officer. (b) Fairness of Compensation. 1. The Board shall periodically review the fairness of compensation, including benefits, paid to every person, regardless of title, with powers, duties, or responsibilities comparable to the Chairperson, President, Chief Executive, Treasurer, or Chief Financial Officer when: (i) Such person is hired; 89 of 274
15 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (ii) Uemployment; and, (iii) employees are subject to the same general modification of compensation). 2. A Director who receives compensation from the Corporation for 3. The requirement of this Section 10.10(b) shall be satisfied if review and approval is obtained from the Board of Directors or an authorized committee of the Board of Directors that make retention and compensation decisions regarding a particular officer. ARTICLE 11. STANDARDS OF CONDUCT AND CONFLICTS OF INTEREST Section 11.1 Standard of Conduct. Pursuant to Section 5231 of the California Nonprofit Corporation Law, a Director shall perform the duties of a Director, including duties as a member of any Committee, in good faith, in a manner such Director believes to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more Officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which Committee the Director believes to merit confidence, so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Section 11.2 Interested Party Transactions. Except as described in Section 11.2 (Interested Party Transaction), the Corporation shall not be a party to any transaction in which one or more of its Directors or Officers has a material financial interest, or with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest ("Interested Director"). Section 11.3 Requirements to Authorize Interested Party Transactions (a) By the Board of Directors. The Corporation shall not be a party to any transaction described in Section 11.2 unless:
90 of 274
16 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1
1. The Corporation enters into the transaction for its own benefit; 2. The transaction is fair and reasonable to the Corporation at the time the transaction is entered into; 3. Prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material transaction; 4. Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and 5. The minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this Section 11.3. (b) By a Committee. A Committee shall not approve a transaction described in Section 11.2 unless: 1. The Committee approves the transaction in a manner consistent with the standards set forth in Section 11.3(a); 2. It was not reasonably practicable to obtain approval of the transaction by the Board prior to entering into the transaction; and 3. The Board, after determining in good faith that the two above-enumerated conditions of this Section 11.3(b) are satisfied, ratifies the transaction at its next meeting by a vote of the majority of the Directors in office without counting the vote of the Interested Director or Directors. (c) By the Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated. Section 11.4 Material Financial Interest. A Director or Officer shall not be deemed to (a) That establishes the compensation of a Director as a Director or Officer; (b) If the contract or transaction is part of a public or charitable program of the Corporation and it is approved or authorized by the Corporation in good faith and without unjustified favoritism, and results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or 91 of 274
17 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) Where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the Corporation for the preceding fiscal year or $100,000. Section 11.5 Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General; except that the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. Section 11.6 Interlocking Directorates. No contract or other transaction between the Corporation and any corporation, firm or association of which one or more Directors are directors is either void or voidable because such Director(s) are present at the Board or Committee meeting that authorizes, approves or ratifies the contract or transaction: (a) If thdirectorship are fully disclosed or known to the Board or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common Director(s) (subject to the quorum provisions of Article 8); or (b) If the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified. Section 11.7 Duty of Loyalty; Construction with Article 12. Nothing in this Article 11 shall be construed to derogate in any way from the absolute duty of loyalty that every Director and Officer owes to the Corporation. Furthermore, nothing in this Article 11 shall be construed to override or amend the provisions of Article 12. All conflicts between the two articles shall be resolved in favor of Article 12. Section 11.8 Conflict of Interest Policy (the "COI Policy"). The Board will adopt a COI Policy to protect the interests of the Corporation when the Corporation is contemplating entering into a transaction or arrangement that might benefit the private interest of an employee, Officer or Director of the Corporation or might result in a possible excess benefit transaction (i.e., a transaction that benefits a third party) as defined in Section 4958 of the Internal Revenue Code. The COI Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations. Section 11.9 COI Definitions. (a) "Interested Person" means any Director, Officer or Committee member who has a direct or indirect Financial Interest, as defined below. (b) "Financial Interest". A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family member (e.g., sibling, spouse, sibling-in-law, child-in-law, or parent-in-law of any such person):
92 of 274
18 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1
1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; 2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. Under Section 11.4(b)(1), a person who has a Financial Interest may have a conflict of interest only if the Board or appropriate Committee decides that a conflict of interest exists. ARTICLE 12. INDEMNIFICATION AND INSURANCE Section 12.1 Definitions. For the purposes of this Article 12., the following definitions shall apply: (a) "Agent" means any person who is or was a Director, Officer, employee, or other Agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee, or Agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, or was a Director, Officer, employee or Agent of a foreign or domestic Corporation which was a predecessor Corporation of the Corporation or of another enterprise at the request of such predecessor Corporation. (b) "Proceeding" in this means any threatened, pending or completed action or Proceeding, whether civil, criminal, administrative or investigative. (c) "Expenses" includes without limitation attorneys' fees and any other expenses reasonably incurred in establishing a right to indemnification under this Article 12. Section 12.2 Applicability of Indemnification Provisions. (a) Successful Defense by Agent. To the extent that an Agent has been successful on the merits in the defense of any Proceeding referred to in this Article 12, or in the defense of any claim, issue, or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the claim. (b) Settlement or Unsuccessful Defense by Agent. If an Agent either settles any Proceeding referred to in this Article 12, or any claim, issue, or matter therein, or sustains a judgment rendered against them, then the provisions of Section 12.3 through Section 12.6 shall determine whether the Agent is entitled to indemnification. (c) Actions Brought by Persons Other than the Corporation. Proceedings that P 93 of 274
19 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Subject to the required findings to be made pursuant to Section 12.2(d), the Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or on behalf of the Corporation to procure a judgement in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an Agent, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the Proceeding. (d) Action Brought By or On Behalf Of the Corporation. Proceedings that are (i) brought by or in the right of the Corporation, or (ii) by an Officer, Director or person granted relator status by the Attorney General, or by the Attorney General, on the ground that the defendant Director was or is engaging in self-dealing within the meaning of section 5233 of the California Nonprofit Corporation Law, or (iii) by the Attorney General or person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust are referred to in these Bylaws as a P". The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any Proceeding by or on behalf of the Corporation, by reason of the fact that such person is or was an Agent, for all expenses actually and reasonably incurred in connection with the defense or settlement of such action. Section 12.3 Required Standards of Conduct. (a) Required Standard of Conduct for Indemnification in Third Party Proceedings. Any indemnification granted to an Agent in Section 12.2 is conditioned on the Board determining, in the manner provided in Section 12.5, that the Agent acted in good faith, in a manner they reasonably believed to be in the best interest of the Corporation, and, in the case of a criminal Proceeding, they must have had no reasonable cause to believe that their conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner they reasonably believed to be in the best interest of the Corporation or that they had reasonable cause to believe that their conduct was unlawful. (b) Required Standard of Conduct for Indemnification in Proceeding By or On Behalf Of the Corporation. Any indemnification granted to an Agent in Section 12.2 is conditioned on the Board determining, in the manner provided in Section 11.5, that the Agent seeking reimbursement acted in good faith, in a manner they believed to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Section 12.4 Claims Settled Out of Court. If any Agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Corporation, with or without court approval, the Agent shall receive no indemnification for amounts paid pursuant to the terms of the settlement or other disposition. Also, in cases settled or otherwise disposed of without court 94 of 274
20 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 approval, the Agent shall receive no indemnification for expenses reasonably incurred in defending against the Proceeding, unless the Proceeding is settled with the approval of the Attorney General. Section 12.5 Claims and Suits Awarded Against Agent. If any Agent is adjudged to be liable to the Corporation in the performance of the AgentAgent shall receive no indemnification for amounts paid pursuant to the judgment, and any indemnification of such Agent under Section 12.2 for expenses actually and reasonably incurred in connection with the defense of that action shall be made only if both of the following conditions are met: (a) The determination of good faith conduct required by Section 12.3 must be made in the manner provided for in Section 12.3; and (b) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the Agent is fairly and reasonably entitled to indemnity for the expenses incurred. If the Agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed. Section 12.6 Determination of Agent. The indemnification granted to an Agent in Section 12.2 is conditioned on the findings required by Section 12.3 being made by: (a) The Board by a majority vote of a quorum consisting of Directors who are not parties to the Proceeding; or (b) The court in which the Proceeding is or was pending. Such determination may be made on application brought by the Corporation or the Agent or the attorney or other person rendering a defense to the Agent, whether or not the application by the Agent, attorney, or other person is opposed by the Corporation. Section 12.7 Limitations. No indemnification or advance shall be made under this Article 12, except as provided in Section 12.8 in any circumstances when it appears: (a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, as amended, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 12.8 Advance of Expenses. Expenses incurred in defending any Proceeding may be advanced by the Corporation before the final disposition of the Proceeding upon receipt of an 95 of 274
21 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article 12. Section 12.9 Contractual Rights of Non-Directors and Non-Officers. Nothing contained in this Article 12 shall affect any right to indemnification to which persons other than Directors and Officers of the Corporation, or any of its subsidiaries, may be entitled by contract or otherwise. Section 12.10 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity of arising out of the Agent's status as such whether or not the Corporation would have the power to indemnify the Agent against such liability under the provisions of this Article 12, provided, however, that a Corporation shall have no power to purchase and maintain such insurance to indemnify any Agent of the Corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law. Section 12.11 Non applicability to Fiduciaries of Employee Benefit Plans. This Article 12 does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an Agent of the Corporation as defined in Section 12.1. The Corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law. ARTICLE 13. CORPORATE RECORDS AND REPORTS Section 13.1 Book of Minutes. The Corporation shall keep a Book of Minutes which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions. The Book may either be in written form or in any other form capable of being converted into clearly legible tangible form. Section 13.2 Articles of Incorporation and Bylaws. The Corporation shall keep at its principal office, the original or a copy of the filed Articles of Incorporation and Bylaws as amended to date. Section 13.3 Public Inspection of Documents. The Corporation shall comply with the provision of Section 6104 of the Code and 26 CFR 301.6104(d) et seq. to provide copies of the 96 of 274
22 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 following documents to members of the public who make a request for public inspection of documents: (a) The Corporation's application for recognition of exemption (Form 1023) filed with the Internal Revenue Service ("IRS"); (b) All documents submitted to the IRS in support of such application; (c) All documents issued by the IRS with respect to the application; and (d) All annual returns (e.g., Form 990, 990 PF or 990EZ) filed with the IRS for the last three (3) accounting years preceding the request. Section 13.4 Annual report. The Treasurer or Chief Financial Officer shall cause an annual report to be prepared and sent to each Director and Officer of the Corporation, and such other persons as are designated by the Board no later than 180 days after the close of the Corporation's fiscal year. Such annual report shall be prepared in conformity with the requirements of Section 6321 and 6322 of the California Nonprofit Corporation Law now in effect and as it may hereafter be amended. The report shall contain the following information: (a) The assets and liabilities of the Corporation, including trust funds, as of the end of the fiscal year; (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for this fiscal year; (d) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year; (e) A statement of any transaction (1) to which the Corporation, its parent, or its subsidiary was a party, (2) which involved more than $50,000 or which was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (3) in which either of the following Interested Persons had a direct or indirect material financial interest (a mere common directorship is not a financial interest): (i) Any Director or Officer of the Corporation, its parent, or its subsidiary; (ii) Any holder of more than 10% of the voting power of the Corporation, its parent, or its subsidiary. (iii) The statement shall include:
97 of 274
23 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 A. A brief description of the transaction; B. The names of Interested Persons involved; C. Their relationship to the Corporation; D. The nature of their interest in the transaction, and; E. When practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated. F. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director under Article 10 or Article 11. The annual report shall be accompanied by a report of independent accountants on which the annual report is based, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Section 13.5 Books and Records of Account. The Corporation shall keep adequate and include but are not necessarily limited to accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses. Section 13.6 Financial Standards. The Corporation shall maintain standards of financial accountability that conform to 2 CFR 200.302, "Financial Management" and 2 CFR 200.303, "Internal Controls"; Section 13.7 Audited Financial Statements. Audited Financial Statements of the Corporation shall comply with the following provisions: (a) If, independent of the audit requirement set forth in subsection (b) below, the Corporation prepares financial statements that are audited by a CPA, the audited financial statements shall be available for inspection by the California Attorney General and by members of the public no later than nine (9) months after the close of the fiscal year to which the statements relate. (b) The Corporation shall make its annual audited financial statements available to the public in the same manner that is prescribed for IRS Form 990 by the latest revision of Section 6104(d) of the Code and associated regulations. ARTICLE 14. OTHER PROVISIONS 98 of 274
24 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 14.1 Validity of Instruments. Subject to the provision of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by the President or Chief Executive shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instrument may be signed by any other person( s) and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no Officer, Agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 14.2 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law, as amended from time to time, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible, the remainder of these Bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion deemed invalid or inoperative. The captions and headings in these Bylaws are for convenience only and are not intended to limit or define the scope or effect of any provision. Section 14.3 Formal process for Program Beneficiaries. The Board shall establish a formal process for low-income program beneficiaries to advise the Corporation in its decisions regarding the design, siting, development, and management of affordable housing, to the extent permitted by applicable laws and funding requirements. Section 14.4 Fiscal Year. The fiscal year of the Corporation shall be set by the Board. ARTICLE 15. AMENDMENTS Section 15.1 These Bylaws may be adopted, amended or repealed by the affirmative vote of two thirds (2/3) of the Directors present at a meeting duly held at which a quorum is present. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions with 99 of 274
25 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 explanations, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws. Section 15.2 Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. Section 15.3 No amendment may add a provision that is in conflict with a law or the ARTICLE 16. AMENDMENT OF ARTICLES Section 16.1 Amendment of Articles. Any amendment of the Articles of Incorporation may be adopted by an affirmative vote of two thirds (2/3) of the Board of Directors present at a meeting duly held at which a quorum is present and notice in accordance with Section 8.5 is provided regarding the amendment of the Articles. Section 16.2 Certain Amendments. Notwithstanding the above section of this Article, this Corporation shall not amend its Articles of Incorporation to alter Article V. without the affirmative approval of Door of Hope. ARTICLE 17. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors. Furthermore, no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. The assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the California Nonprofit Public Benefit Corporation Law and Articles of Incorporation of this Corporation and not otherwise. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 100 of 274
101 of 274
102 of 274
103 of 274
104 of 274
105 of 274
106 of 274
107 of 274
108 of 274
109 of 274
110 of 274
RICHARD GENTILUCCI 1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] Cross-Functional Expertise in Business Development ~ Investor Relations ~ Operations / Project Management A Real Estate Executive and trusted advisor with extensive background delivering strong bottom line results to commercial and residential projects. Track record of accomplishments generating new business, managing investor relations, and overseeing complex projects. Resourceful in innovating business efficiencies, identifying opportunities, and resolving problems. Developed and built $1B+ in commercial (office, industrial, retail) and residential, real estate assets Managed Real Estate Department - Shamrock Holding Inc. (holding company for ) for 20 years; sourced, acquired, built, managed, and sold various properties. Principal Creator and Managing Director of $85M Genesis LA Real Estate Fund Key Areas of Leadership & Expertise Sourcing ~ Managing ~ Bidding ~ Entitlements ~ Estimating Contract Negotiations ~ Cost Analysis ~ Site Selection ~ Risk Assessment ~ Strategic Planning ~ Project Management New Business / Business Line Development ~ Investor Relations ~ Budgeting ~ Problem Solving ~ Cost Analysis ~ Teambuilding ~ Leadership ~ Communications ~ Presentations PROFESSIONAL EXPERIENCE BTG Advisors, LLC (www.btg-advisors.com), Burbank, CA 2005 to Present President / CEO Founding member of an executive team of a company providing consultation and owners representation on commercial, residential, industrial and retail real estate development projects. Services are diverse and include: strategic planning, budgeting, project and construction management, contract negotiations, research and analysis, risk assessment, and site selection. Representative Accomplishments / Projects Since 2019, Im overseeing all aspects of a familys multifamily residential development. We have finished a 13 unit apartment complex, In 2023 we will complete a 19 unit apartment complex with stacked parking, 51 apartment complex with an self-parking system. This year we will commence construction on an 88 modular apartment complex and 88 apartment complex Represented a high-net-worth client providing oversight and direction during the entire development processfrom hiring consultants, negotiating contracts and managing personnel as well as taking over projects where the contractor needed to be removed Provided strategic planning, developed business relationships, and advised on current operations for South Bay commercial development firm. SHAMROCK HOLDINGS, INC. / SHAMROCK CAPITAL ADVISORS, Burbank, CA 1985 to 2005 Senior Vice PresidentShamrock Holdings, Inc Managing DirectorShamrock Capital Advisors Held profit and loss responsibility for high-profile family real estate portfolio. Oversaw $1B+ in acquisitions, development, construction, leasing and asset management of commercial, residential, industrial, and retail projects. Secured zoning modifications allowing greater density and optimized return on capital. Introduced systems that expedited projects and improved cost controls. Representative Accomplishments Negotiated and leased over 2M square feet of office, industrial projects and retail space, and developed 600+ single family detached and attached residences. 111 of 274
RICHARD GENTILUCCI PAGE TWO 1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] Shamrock Holdings / Shamrock Capital Advisors, continued Selected Projects Toscana Active Adult Community481-unit, single family detached development on 100-acre site in Sparks, Nevada. Mandalay Bay Developed 129 stacked flats condominium units with 8 to 9 units per building in Oxnard, CA. West Hills Corporate Village590,000 square foot campus with 3 renovated buildings and 2 newly-constructed buildings. Sourced, raised, invested, and managed $85million Genesis LA Real Estate Fund, produci2005) while spurring community development and job creation in low and moderate-income neighborhoods Early Experience General Contractor /Estimator / Project Manager on major commercial projects including Casinos, Hotels, Libraries, Schools, Restaurants, Churches. PROFESSIONAL DEVELOPMENT ARIZONA STATE UNIVERSITY, Tempe, AZ BS in Construction Engineering Professional Licenses Prior -Real Estate Broker's LicenseState of California Prior - General Contractors License Professional Affiliations (present and past) American Arbitration AssociationFormer Member Urban Land InstituteFormer Executive Committee Member Urban Land Institute Former - Urban Market Place, Chairman University of Southern CaliforniaFormer Lusk Center Executive Committee Member, University of Sothern California Former - Ross Minority Program Board Member Children's Museum of Los AngelesFormer Board Member Publications / Presentations Double Bottom Line Investing (Urban Land Institute) Be Construction Savvy Real Estate (Real Estate Journal of Southern California) Making Real Estate Work for Non-Profits (Non- Profit World) Commercial Property News Conference USC Ross Minority Program USC Lusk 100 Real Estate Retreat Distressed Real Estate Conference ICSC Conference Crocker Symposium 112 of 274
RICHARD GENTILUCCI PAGETHREE1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] RESUME ADDENDUMREPRESENTATIVE PROJECTS West Hills Corporate Village, West Hills, CAredevelopment project of former Hughes Electronic Test Center on 30 acres with 5-building, 590,000 square foot corporate campus: negotiated purchase of property, managed construction, budgeting, leasing, and sale. Gateway Plaza, Burbank, CA3-~42,000 square feet of area and parking for 127 vehicles: negotiated purchase of land, hired architect and contractor, negotiated loans, negotiated leases. Sparks, NV Toscana Active Adult Community481unit, single family detached development on 100-acre site Oxnard, CA IMandalay Bay Managed the development - 129 condominiums unit, (3 story stacked flats 8 to 9 units per building) waterways and 50 boat docks. Los Angeles CATook over the project management of a failed 13-unit apartment complex. Responsible form conception to completing of a 19 unit and 51unit apartment complex. Responsible for overseeing the development of a 84 modular apartment. Retained to complete Phase 2 consisting of 7,000 square foot entertainment center, and Phase 3 consisting of guest house, conservatory and gazebo as the owners representative. Van Nuys Airport Industrial Park, Van Nuys, CA 8 buildings on 33,000 square feet: negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule. The Exchange, Hawthorne, CA104 -tenant office building, R&D facility and 600,000 square feet of airfreight industrial: negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule. Agua Mansa Industrial Park, Riverside, CA200-acre development on Federal Enterprise Zone: negotiated mezzanine loan, assisted in obtaining zoning variances and approvals, obtained construction loan, reviewed leases, established budget and schedule. South Bay Pavilion, Carson, CAenclosed single-story mall anchored by Sears, IKEA, Target and JC Penny Negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule Coolmain CastleRefurbished castle in County Cork, Ireland, Ireland originally built in 1792. Completed comprehensive projects over 10-year period. 113 of 274
114 of 274
115 of 274
116 of 274
117 of 274
118 of 274
119 of 274
120 of 274
121 of 274
122 of 274
123 of 274
124 of 274
125 of 274
MMA is a full-service Architectural, Planning, and Design firm specializing in Retail, Hospitality, Mixed-Use, Housing, and Urban Rehabilitation projects. Our firm was founded on the premise that we would provide creative design solutions and excellent client service on every project. Our goal is to reflect and elevate our clients’ business objectives by providing quality design services that deliver exceptional value.We firmly believe that true partnerships can develop from every client relationship. While we tediously focus on individual projects, we never lose sight of the potential long-term working relationships we develop with our clients. Our steadfast commitment to integrity and trust is evident by the long list of clients we have had the pleasure and privilege to work with over many years.Our capabilities range from comprehensive architectural services that include pre-design and agency entitlements through construction. Our team has extensive experience processing projects through discretionary review boards and obtaining government agency approvals in numerous local municipalities. The breadth of our project experience ranges from small store roll-outs to hundred acre retail centers, urban infill housing to mixed-use lifestyle centers.F I R M P R O F I L EOffice120 W. Lime Ave., Suite 120, Monrovia, CA 91016(626) 583-8348www.mmaarchitecture.com“ W E D E S I G N T H O U G H T F U L S O L U T I O N S T O I M P A C T A N D E N R I C HC O M M U N I T I E S. ”MMA is a full-service Architectural, Planning, and Design firm specializing in Retail, Hospitality, Mixed-MMA is a full-service Architectural, Planning, and MMA is a full-service Architectural, Planning, and Use, Housing, and Urban Rehabilitation projects. Design firm specializing in Retail, Hospitality, Mixed-Our firm was founded on the premise that we Use, Housing, and Urban Rehabilitation projects. would provide creative design solutions and Our firm was founded on the premise that we excellent client service on every project. Our goal is would provide creative design solutions and would provide creative design solutions and to reflect and elevate our clients’ business excellent client service on every project. Our goal is objectives by providing quality design services that We firmly believe that true partnerships can develop from every client relationship. While we tediously We firmly believe that true partnerships can develop We firmly believe that true partnerships can develop focus on individual projects, we never lose sight of from every client relationship. While we tediously from every client relationship. While we tediously the potential long-term working relationships we focus on individual projects, we never lose sight of focus on individual projects, we never lose sight of develop with our clients. Our steadfast commitment the potential long-term working relationships we the potential long-term working relationships we to integrity and trust is evident by the long list of develop with our clients. Our steadfast commitment develop with our clients. Our steadfast commitment clients we have had the pleasure and privilege to to integrity and trust is evident by the long list of to integrity and trust is evident by the long list of Our capabilities range from comprehensive architectural services that include pre-design and Our capabilities range from comprehensive Our capabilities range from comprehensive agency entitlements through construction. Our architectural services that include pre-design and architectural services that include pre-design and team has extensive experience processing projects agency entitlements through construction. Our agency entitlements through construction. Our through discretionary review boards and obtaining team has extensive experience processing projects team has extensive experience processing projects government agency approvals in numerous local through discretionary review boards and obtaining through discretionary review boards and obtaining municipalities. The breadth of our project government agency approvals in numerous local experience ranges from small store roll-outs to municipalities. The breadth of our project hundred acre retail centers, urban infill housing to experience ranges from small store roll-outs to experience ranges from small store roll-outs to Office120 W. Lime Ave., Suite 120, Monrovia, CA 91016(626) 583-8348www.mmaarchitecture.comT H O U G H T F U L S O L U T I O N S T O I M P A C T A N D E N R I C HC O M M U N I T I E SM I S S I O N S T AT E M E N TType: S-CorporationSize: 42 EmployeesProfessional Registration: State Of California Licensed Architects, NCARBAffiliations of the company: ICSC 126 of 274
N I C K G E O R G A K O P O U L O SP R O J E C T M A N A G E REXPERIENCE24+ Years in the IndustryEDUCATIONCalifornia State Polytechnic University, Pomona Bachelor of ArchitectureNick’s experience as a project manager began with smaller remodel projects of new shopping centers, multi-story office buildings and renovation projects with extensive interior and exterior upgrades. Nick’s previous experience also includes multi-family projects and LA Unified School District school work.One of Nick’s more current projects is the renovation of the 112-year-old Lacey Boulevard Hospital Building. Some of the challenges with this project involved fitting the programming requirements within a limited available space and upgrading the existing building to meet current accessibility code requirements. This building will be the future home of the County of Kings Behavioral Health Department and provide services for the county residents.Nick always strives to provide the best quality project for MMA’s clients. He enjoys being involved in complex projects that offer a new challenge to his professional development and most importantly projects that bring new life and opportunities to the surrounding community that each project is located within.HIGHLIGHTED RELEVANT EXPERIENCE•Cornerstone Building (Porterville)45,000 SF Ground up 3-Story Building with retail tenants on ground floor and District Attorney and Public Defender offices on 2nd & 3rd levels. •County Of Kings Behavioral Health Offices Renovation (44,000 SF) for future County of Kings Behavioral Health and various offices.
Passionate and driven senior project manager with over 22 years of experience in overseeing the design development, construction documents, construction administration and quality control phase of multiple residential, industrial, institutional, commercial and office projects.Alma has extensive experience managing simultaneous projects of all scales. Her experience extends into multi-phased projects such as the Wild Rivers Water Park. Alma’s ability to keep the lines of communication open throughout the project life cycle and work efficiently within the established budget is vital to success of our firm. Alma is an enthusiastic team leader with strong organizational, analytical and problem-solving skills. She is committed to excellence, personal growth and team development. HIGHLIGHTED RELEVANT EXPERIENCE •Wild Rivers Water Park, Irvine – 24 building, 20- acre regional water park.•New Hope Design Center, Fountain Valley - 5-bldg, 75,000 GSF , conc tilt-up project for the city of Fountain ValleyA L M A G I R O N, R AD I R E C T O R O F P R O D U C T I O NEXPERIENCE22+ Years in the Industry EDUCATIONUniversity of Southern California, Los AngelesBachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSLicensed Architect in CaliforniaNCARBHIGHLIGHTED RELEVANT EXPERIENCE •The Goods, Sommerville MA – Community Research & Branding for Brand Identity; millwork design & detailing•Golden Road Brewery, Huntington Beach & Atwater Village, CA – TI, Apparel store layout & millwork designStephanie’s experience in environmental graphics, retail, and high-end residential, has equipped her with the skills to contribute to the success of each project in the firm.Stephanie contributes to the design intent and detailing of such projects through brand and community research, hand-sketching, 3D modeling, material selection, Design Development, and shop drawings. Within the realm of interior architecture, she has gained skills in environmental graphics for décor, way-finding, and millwork design. With 9 years of experience in the Architecture and Design industry, Stephanie continues to grow in her profession with enthusiasm as a team player with the drive and willingness to take on complex challenges.S T E P H A N I E C O R T E SI N T E R I O R D E S I G NEXPERIENCE9+ Years in the IndustryEDUCATIONCalifornia State Polytechnic University, Pomona CABachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSNCARB Daniel Kim is the Director of Design at MMA and is responsible for leading major design projects ranging from retail and commercial to mixed use and housing projects. Over his career, he has designed an extensive portfolio of projects ranging from 60-acre large scale lifestyle centers in Dubai to boutique urban infill food halls in Southern California. He is an incredibly versatile design leader who deeply understands design philosophy and the building blocks of great design. He has traveled to over 100 major cities worldwide, studying the principles of design that undergird incredible architecture from cultures across the globe. He has a relentless passion to understand his clients and end users and works collaboratively to optimize function, creativity, aesthetics, and contextual integration. He is passionate about transforming his community through architecture. He led his own design practice for 6 years, collaborating with MMA on numerous projects and decided in 2023 to join forces and become a part of the competent MMA team. D A N I E L K I M, R AD I R E C T O R O F D E S I G N EXPERIENCE+12 Years in the Industry EDUCATIONUniversity of Southern California, Los AngelesBachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSLicensed Architect in California 127 of 274
M M A P R O J E C T S
128 of 274
C O U N T Y O F K I N G SB E H A V I O R A L H E A L T H D E P T.H A N F O R D , C AThe County of Kings Office Building in Hanford, CA is a project aimed at transforming a 110-year-old abandoned hospital into office spaces for county departments. The building, which was built in 1910 and expanded in the 1930s and 1940s, has been idle for almost 50 years. The renovation project involves various structural upgrades, including dropping part of the basement floor slab to gain additional ceiling height at the basement level. Structural improvements also include foundation reinforcement at the area where the floor slab was lowered. Additionally, the interior and exterior will be remodeled, and the site will be landscaped to include additional parking areas and outdoor patios for employees. The building is also being improved with various accessibility and egress upgrades to the exterior and interior.During the project the design team along with the construction team were involved with addressing many field discovered conditions during construc-tion which required immediate attention and solutions to keep the schedule of the project on track.The project will be the new home for the County’s Human Services and Behavioral Health agencies, and other smaller county departments that were previously housed off-site from the main government center. The renovation is a significant step towards the consolidation of county services, as well as the preservation of the historic building.The project is a positive development for the community of Hanford, as it will not only bring a local historic building back to life but also provide job opportunities for the people in the area. The project’s groundbreaking ceremony was held on April 13, 2022, and its completion is expected to represent the “past, present and future” of Kings County.PROJECT DURATIONFall 2021 - Spring 2023RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included: Survey of Existing Building, assisting the county of Kings with schematic interior floor plan lay-outs, preparation of construction documents, coordination with Civil, Landscape, Structural and MEP consultants, plan check submittal, responding to plan check corrections, construction administration. 129 of 274
C O R N E R S T O N EB U I L D I N GP O R T E R V I L L E , C AThe Cornerstone Building is located within the heart of Downtown Porterville. The 3-story office building is situated on a 0.38-acre site and features +/- 44,500 square feet of office and retail space. The building was completed in the spring of 2020 and has been designed from the ground up to meet the specific needs of the County Of Tulare District Attorney and Public Defender Offices.The exterior of the building has a contemporary design with a large picture window, which allows plenty of natural light to flood into the interior spaces. Inside, the building boasts spacious and well-lit offices, conference rooms, and break areas. The design incorporates the latest in energy-efficient technology, including Structural Insulated (SIPS) Panels, LED lighting and HVAC systems to reduce energy consumption and operating costs. The SIPS panels where specified for the main wall and floor assemblies within the building which allowed the construction schedule to be reduced to meet the County of Tulare schedule for opening their offices. The floors were also supported with large open web steel girders that allowed column spans of large distances. The large span between columns allowed the team to design a flexible office layout for the County of Tulare offices as well as provide a flexible space on the ground level for various tenant layout opportunities.The District Attorney and Public Defender Offices each occupy their own floors, which provides both departments with separate and secure workspac-es. To accommodate the sensitive nature of their work, the District Attorney and Public Defender Offices each have their own separate entrances. Each entrance leads to a secure lobby area, which provides access only to the offices of that agency.Overall, this new office building provides a professional and functional space for the District Attorney and Public Defender Offices, while also ensuring the safety and security of their operations. Its completion on time and on budget reflects the dedication and expertise of the project team and ensures that the building will be a valuable asset to the community for years to come.PROJECT DURATIONSummer 2018 - Spring 2020RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included schematic design, design development, assisting the county of Tulare with schematic interior floor plan layouts, preparation of construction documents, coordination with Civil, Structural, MEP and Building Commissioning Consultants, plan check submittal, responding to plan check corrections and construction administration. 130 of 274
T U L A R E C O U N T Y P R O B AT I O N O F F I C E SV I S A L I A , C AThe Tulare County Probation offices are located at the Visalia Marketplace in the city of Visalia. This project involved remodeling a vacant K-Mart building to provide a new home for the County of Tulare probation department. The project included providing various interior plan studies for the county of Tulare that required multiple iterations to the interior layout in order meet the demands of the probation department. The project included various facade improvements to the existing K-Mart entry tower to provide a new look for the building. Interior improvements included new offices, conference rooms, breakrooms, lactation rooms, utility rooms, IT rooms and various rooms to meet the probation department’s needs. New building lighting, interior lighting, and HVAC units we installed as well to provide energy efficient building performance.This project brought added activity to the Visalia Marketplace. The office building includes an outdoor patio area for the county employees along with private and secure parking for the probation officers.PROJECT DURATIONSummer 2019 - Summer 2020RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included: Survey of Existing Building, assisting the county of Tulare with schematic interior floor plan layouts, attending meetings with county and developer, preparation of construction documents, coordination with Civil, Landscape, Structural and MEP consultants, plan check submittal, responding to plan check corrections, construction administration. 131 of 274
The Wesley Health & Wellness Center is located in Los Angeles. A center to help the less fortunate. A place of refuge and rehabilitation. The Wellness Center is a safe space for the ever growing unhoused community of Downtown Los Angeles. The scope of the project includes additional floor level construction to existing building, change of use from business (B occupancy) to R1.1, dem-olition of some building elements and interior alterations. There will be the addition of a new vertical exit stairs and elevators. As well as, regrading of the existing perimeter of the building to bring it up to current code requirements.The first floor consists of day to day amenities, such as counseling services, medical exams, screening rooms, offices and group rooms. The newly add-ed second floor will accommodate transitional housing for people dealing with addiction or illness. The second floor also includes spaces for communal dinning and interaction. The color and materials palette for the facade will accentuate the new mix of architectural element that includes, structural glazed tile with custom graphics that highlight the unique values of Wesley Health Center. The redesigned facade will allow the building to blend in with the overall character of the neighborhood. PROJECT DURATIONSummer 2022 - Present RELATIONSHIPArchitect of RecordREFERENCESChris McCauley - OwnerToneman Development(661) 816-6978FIRM RESPONSIBILITIESResponsibilities included: schematic design, space planning, elevation design, design development, preparation of construction documents, coordination with Structural, MEP and Civil consultants, plan check submittal and construction administration.
W E S L E Y H E A LT H & W E L L N E S S C E N T E RL O S A N G E L E S , C A 132 of 274
The Gnomon School of VFX, Games & Animation is slated to move to a brand-new, modern campus in the city of North Hollywood by summer 2024 . The new campus will be located within NoHo West, a 25-acre retail and entertainment complex, conveniently situated north of the junction of the 101 freeway and 170 . The new campus will occupy 3-stories of the NoHo West Building and will occupy a total area of 45,000 square feet. The campus will have on-site retail shops & services along with on-site food & drink establishments . The new campus will also feature a 3,000 square feet outdoor patio space. The new campus is designed to create a production-like environment with an atmosphere conducive to creativity and learning. It will house state-of-the-art computer labs, drawing classrooms, a 70 ft. green screen stage, the Gnomon Gallery and additional features. The future new home of Gnomon School of Graphic Arts will continue to be a hub for artistic innovation and a launchpad for successful careers in the creative industry. This project is not only an investment in the future of the school but also in the future of its students, helping them achieve their full creative potential and make a meaningful impact in the world of digital art, visual effects, and animation.PROJECT DURATIONSpring 2022 - PresentRELATIONSHIPArchitect of RecordREFERENCESStephen Moss - CMMerlone Geier Partners(858) 350-1977 FIRM RESPONSIBILITIESResponsibilities included: schematic design, interior space planning, elevation design, design development, prepa-ration of construction documents, coordination with Structural, MEP and Civil consultants, plan check submittal and construction administration. G N O M O N S C H O O L O F V I S U A L E F F E C T SL O S A N G E L E S , C A 133 of 274
134 of 274
135 of 274
HISTORY OF SERVING THE COMMUNITY The organization or its parent organization must be able to show at least one year of serving the community for which the organization is seeking CHDO certification. Parent organization experience counts for this purpose only if the proposed CHDO has been in existence for less than a year. Solely engaging in predevelopment activities for a housing project shall not satisfy the requirement. Indicate type of housing or service, population served, financing sources, and any on-going involvement. Specifically identify under "Location" column all projects or services that are in the immediate geographic area for which CHDO certification is being sought. Describe Completed Development or Services Provided Type of Development and Type of Financing Duration of Project or Service Serves Tenants (T) or Homeowners (H) Location (City and County**) and Population Served: **identify projects/services in geographic area of the applicant, or parent of. Transitional Housing - Bravo Residential (14 units) Multifamily transitional housing Owned by Verdugo Housing Corporation (subsidiary of Door of Hope) Operations supported by private funding 2008–present (ongoing) Serves Tenants Glendale, Los Angeles County Families fleeing domestic violence (women and children) Supportive Services: Case Management Therapy Job & Career Development Housing Navigation Life Skills (financial literacy, parenting, healthy relationships, stress and anger management, housing readiness) Children & Youth Services Case Management & Therapy partially funded by City of Glendale CDBG Remaining services supported through private funding 2008–present (ongoing) Average family engagement ~ 12 months Serves Tenants Glendale, Los Angeles County Families residing at Bravo Residential Transitional Housing Shelter (survivors of domestic violence and their children) 136 of 274
137 of 274
138 of 274
139 of 274
140 of 274
141 of 274
142 of 274
143 of 274
144 of 274
145 of 274
146 of 274
PHASE 1+2
DESCRIPTION OF WORK SCHEDULE
OF VALUES
General Conditions $274,000.00
General Requirements $30,000.00
Division 2: Site Work $323,100.00
Division 3: Structural/Concrete $118,250.00
Division 5: Metals $64,500.00
Division 6: Wood, Plastics & Composite $420,418.00
Division 7: Thermal & Moisture Protection $111,263.00
Division 8: Openings $112,060.00
Division 9: Finishes $339,088.00
Division 10: Specialties $32,600.00
Division 12: Millwork and Finish $160,000.00
Division 21: Fire Suppression $301,150.00
Division 22: Plumbing $323,150.00
Division 23: Heating, Ventilation, AC $255,750.00
Division 26: Electrical $360,288.00
Division 27: Communication & Structured Cabling $45,425.00 Construction Subtotal $3,271,042.00
5% Contingency $163,552.10
Construction Cost $3,434,594.10
Permits and Soft Costs $180,000.00
Fixtures, Furnishings & Equipment $70,000.00
5% Owner Contingency $184,229.71
Overhead (10%) $386,882.38
Profit (10%) $425,570.62
GRAND TOTAL $4,681,276.80
Phase 1 + 2 Cost Proposal - June 2025
EXHIBIT 3
147 of 274
AFFORDABLE HOUSING AGREEMENT
(Hamilton Court)
by and between
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
Authority,
and
VERDUGO HOUSING CORPORATION,
Developer
December 2, 2025
EXHIBIT 4
DRAFT
148 of 274
i
TABLE OF CONTENTS
Page
Article I. SUBJECT OF AGREEMENT ................................................................................ 1 Section 1.01 Purpose of the Agreement ........................................................................... 1 Section 1.02 Definitions................................................................................................... 1 Section 1.03 The Property................................................................................................ 8 Section 1.04 The Authority .............................................................................................. 8 Section 1.05 The Developer ............................................................................................. 9 Section 1.06 Assignments and Transfers ......................................................................... 9 Article II. PROPERTY CONDITION ................................................................................... 10 Article III. FINANCING......................................................................................................... 11 Section 3.01 Project Budget ........................................................................................... 11 Section 3.02 Authority Assistance ................................................................................. 11 Section 3.03 Recordation ............................................................................................... 12 Section 3.04 Disbursement of Authority Loan .............................................................. 12 Section 3.05 Time for Closing ....................................................................................... 13 Section 3.06 Conditions Precedent for Closing ............................................................. 13 Section 3.07 Relocation ................................................................................................. 14 Article IV. REHABILITATION AND DEVELOPMENT OF THE PROPERTY ................ 15 Section 4.01 Land Use Approvals ................................................................................. 15 Section 4.02 Hazardous Substances ............................................................................... 15 Section 4.03 Scope of Development .............................................................................. 16 Section 4.04 Construction Drawings and Related Documents ...................................... 16 Section 4.05 Authority Approval of Plans, Drawings and Related Documents ............ 17 Section 4.06 Cost of Rehabilitation and Development .................................................. 17 Section 4.07 Schedule of Performance .......................................................................... 17 Section 4.08 Local, State and Federal Laws .................................................................. 18 Section 4.09 Nondiscrimination During Construction................................................... 19 Section 4.10 Copeland Anti-Kickback Act .................................................................... 19 Section 4.11 Contract Work Hours and Safety Standards Act ...................................... 19 Section 4.12 Indemnification and Insurance .................................................................. 19 Section 4.13 Disclaimer of Authority Responsibility .................................................... 23 Section 4.14 Permits ...................................................................................................... 23 Section 4.15 Rights of Access ....................................................................................... 23 Section 4.16 Taxes, Assessments, Encumbrances and Liens ........................................ 23 Section 4.17 Rights to Plans .......................................................................................... 24 Section 4.18 Release of Construction Covenants .......................................................... 24 Article V. USE OF THE PROPERTY ................................................................................... 25 DRAFT
149 of 274
ii
Section 5.01 Use As Affordable Housing ...................................................................... 25 Section 5.02 Management Plan; Annual Project Budget; Quarterly Report ................. 26 Section 5.03 Property Maintenance ............................................................................... 27 Section 5.04 Obligation to Refrain from Discrimination............................................... 28 Section 5.05 Equal Employment Opportunity ............................................................... 30 Section 5.06 Labor, Training, and Business Opportunity .............................................. 31 Section 5.07 Effect and Duration of Covenants ............................................................. 31 Section 5.08 Enforcement of Covenants ........................................................................ 31 Section 5.09 Monitoring ................................................................................................ 32 Section 5.10 HOME Regulatory Agreement ................................................................. 32 Article VI. DEFAULTS AND REMEDIES ........................................................................... 32 Section 6.01 Defaults - General ..................................................................................... 32 Section 6.02 Institution of Legal Actions ...................................................................... 33 Section 6.03 Applicable Law ......................................................................................... 33 Section 6.04 Acceptance of Service of Process ............................................................. 33 Section 6.05 Rights and Remedies are Cumulative ....................................................... 33 Section 6.06 Damages .................................................................................................... 34 Section 6.07 Specific Performance ................................................................................ 34 Section 6.08 Termination by Either Party...................................................................... 34 Section 6.09 Termination by Developer ........................................................................ 34 Section 6.10 Termination by Authority ......................................................................... 34 Section 6.11 Limited Recourse Obligations .................................................................. 35 Article VII. GENERAL PROVISIONS ................................................................................... 37 Section 7.01 Notices ...................................................................................................... 37 Section 7.02 Conflicts of Interest................................................................................... 37 Section 7.03 Nonliability of Authority Officials and Employees .................................. 37 Section 7.04 Force Majeure ........................................................................................... 37 Section 7.05 Inspection of Books and Records ............................................................. 38 Section 7.06 Approvals .................................................................................................. 38 Section 7.07 Real Estate Commissions .......................................................................... 39 Section 7.08 No Third Party Beneficiaries .................................................................... 39 Section 7.09 Authority to Sign....................................................................................... 39 Section 7.10 No Partnership .......................................................................................... 39 Section 7.11 Compliance With Law .............................................................................. 39 Section 7.12 Binding Effect ........................................................................................... 39 Section 7.13 Incorporation by Reference....................................................................... 40 Section 7.14 Counterparts .............................................................................................. 40 Section 7.15 Construction and Interpretation of Agreement ......................................... 40 Section 7.16 Entire Agreement, Waivers and Amendments .......................................... 41 Section 7.17 Time for Acceptance of Agreement by Authority .................................... 41 Section 7.18 Effective Date ........................................................................................... 41 DRAFT
150 of 274
iii
ATTACHMENTS
ATTACHMENT NO. 1 - LEGAL DESCRIPTION
ATTACHMENT NO. 2 - SCOPE OF DEVELOPMENT
ATTACHMENT NO. 3 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 4 - PROJECT BUDGET
ATTACHMENT NO. 5 - HOME REGULATORY AGREEMENT
ATTACHMENT NO. 6 - HOME CHDO NOTE
ATTACHMENT NO. 7 - HOME ARP NOTE
ATTACHMENT NO. 8 - AUTHORITY DEED OF TRUST
ATTACHMENT NO. 9 - ENVIRONMENTAL INDEMNITY
DRAFT
151 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
AFFORDABLE HOUSING AGREEMENT
(Hamilton Court)
THIS AFFORDABLE HOUSING AGREEMENT (this “Agreement”), dated for reference purposes as of December 2, 2025, is entered into by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE , a public body, corporate and politic (“Authority”), and VERDUGO HOUSING CORPORATION , a California nonprofit public benefit corporation (“Developer”). Authority and Developer agree as follows:
ARTICLE I. SUBJECT OF AGREEMENT
Section 1.01 Purpose of the Agreement
The purpose of this Agreement is to provide for the Authority’s assistance in financing the rehabilitation and development of the hereinafter defined Property which is improved with an existing 14-unit, transitional affordable housing project for women and their families affected by domestic violence. The Authority is responsible for administering the use of certain funds made available to the City of Glendale by the United States Department of Housing and Urban Development ( “HUD”) under the HOME Investment Partnerships Program (the “HOME Program”). At least fifteen percent (15%) of HOME Program funds must be set aside for specific activities to be undertaken by a special type of nonprofit called a Community Housing Development Organization (“CHDO”). Developer has been or will be certified as the CHDO for this project. In addition to the HOME Program CHDO funds, the Authority is responsible for administering the use of certain funds made available to the City of Glendale by HUD which are appropriated under section 3205 of the American Rescue Plan Act of 2021 (P.L. 117-2) (“ARP”) for the HOME Program to provide homelessness assistance and supportive services, also known as the HOME-American Rescue Plan or “HOME ARP”. The Authority shall make two (2) loans to Developer, one using the HOME Program CHDO funds and one using HOME ARP Program Funds, which Developer shall use to rehabilitate the Property, and operate it as a transitional affordable housing project for women and their families affected by domestic violence, as provided in this Agreement.
The rehabilitation, development, and use of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement are in the vital and best interests of the city of Glendale and the health, safety, morals and welfare of its residents, and in accord with the public purp oses and provisions of applicable federal, state and local laws and requirements.
Section 1.02 Definitions
For purposes of this Agreement, the following capitalized terms will have the following meanings:
DRAFT
152 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with another Person. The term “control” as used in the immediately preceding sentence, means the power to direct the management or the power to control election of the board of directors. It will be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the mana gement or policies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Developer.
“Annual Project Budget” has the meaning given in paragraph b of Section 5.02. “Anti-Terrorism Laws ” means all laws relating to terrorism or money laundering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, Pub.
L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time. “Authority” means the Housing Authority of the City of Glendale, California, a public body, corporate and politic , and any assignee of or successor to its rights, powers and responsibilities.
“Authority Deed of Trust ” means the Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) , in which Developer is the Trustor and Authority is the Beneficiary, which secures the Authority Loans , substantially in the form attached to this Agreement as Attachment No. 8, as it may be amended or modified from time to time. “Authority Loans” means, individually and collectively, the HOME CHDO Loan and the HOME ARP Loan.
“Authority’s Title Policy means an ALTA extended lenders coverage polic y of title insurance issued by the Title Company, subject only to liens and encumbrances and title conditions approved by the Authority, in favor of Authority, together with such endorsements as Authority may reasonably require, insuring the lien of the Authority Deed of Trust as a first priority lien in the cumulative amount of the Authority Loans.
“City” means the City of Glendale, California.
“Closing” means the point in time when all conditions precedent to the Closing as set forth in this Agreement have been satisfied.
“Closing Date” means the date on which the Closing is scheduled to take place. “Completion” means the point in time when all of the following will have occurred:
(1) issuance of a permanent certificate of occupancy by the City of Glendale for the 19 Units , if DRAFT
153 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
applicable; (2) recordation of a Notice of Completion by Developer or its contractor for the rehabilitation and development of the Improvements as set forth in the Scope of Work attached hereto as Attachment No. 2 ; (3) certification by the project architect that rehabilitation and development of the Improvements as set forth in the Scope of Work attached hereto as Attachment No. 2 (with the exception of minor “punchlist” items) ha ve been completed in a good and workmanlike manner and substantially in accordance with the approved Plans; (4) payment, settlement or other ext inguishment, discharge, release, waiver, bonding or insuring against any mechanic’s liens that have been recorded or stop notices that have been delivered for the rehabilitation and development of the Improvements as set forth in the Scope of Work attached hereto as Attachment No. 2; (5) the time for Developer’s contractor, suppliers and subcontractors to file a claim pursuant to Civil Code Sections 3115 -3117 has expired for the rehabilitation and development of the Improvements as set forth in the Scope of Work attached hereto as Attachment No. 2; (6) the Improvements comply with the requirements of the HOME Regulations (including the property standards under 24 CFR 92.251) and HOME ARP Notice ; and (7) Developer has submitted to the Authority the information needed to complete the “Rental Set Up and Completion Form – HOME Program” required by HUD.
“Developer Equity” means funds provided by Developer for payment of Development Costs and does not include the Authority Loans or any other borrowed or granted funds. “Development Costs” means the total cost of developing, constructing, and rehabilitating the Improvements thereon, as set forth in the Project Budget. “Environmental Indemnity” means an instrument substantially in the form attached to this Agreement as Attachment No. 9, as it may be amended or modified from time to time. “Escrow Agent” means Old Republic Title Company or another escrow agent mutually acceptable to Authority and Developer.
“Force Majeure” or “Force Majeure Event” means the following events, provided that they actually delay and interfere with the timely performance of the matter to which it would apply and despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such interference: War; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism, epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary l abor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any Governmental Authority (except acts or failure to act of the Authority will not excuse performance by the Authority); th e imposition of any applicable moratorium by a Governmental Authority; or any other causes which despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events will constitute a DRAFT
154 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
Force Majeure Event unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay will deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event.
“Force Majeure Delay” means any delay in taking any action required by this Agreement, proximately caused by the occurrence of any Force Majeure Event. “Governmental Approvals” means and includes any and all general plan amendments, zoning approvals or changes, required approvals and certifications under the California Environmental Quality Act, the National Environmental Policy Act, tentative and final tract maps, variances, conditional use permits, demolition permits, excavation/foundation permits, grading permits, building permits, inspection reports and approvals, certificates of occupancy, and other approvals, permits, certificate s, authorizations, con sents, orders, entitlements, filings or registrations, and actions of any nature whatsoever required from any Governmental Authority in order to commence and complete the construction of the Project. “Governmental Authority” means the United States, the State of California, the County of Los Angeles, the City of Glendale or any other political subdivision in which the Property is located, and any court or political subdivision, authority or instrumentality having jurisdiction over the Property.
“Hazardous Substances” has the meaning set forth in the Environmental Indemnity. “HOME ARP Loan” means the loan of HOME ARP Program Funds made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the HOME ARP Note and secured by the Authority Deed of Trust which is junior in priority to the HOME CHDO Loan. “HOME ARP Note” means the Promissory Note evidencing the HOME ARP Loan, substantially in the form attached to thi s Agreement as Attachment No. 7, as it may be amended or modified from time to time.
“HOME ARP Notice” shall mean Notice CPD-21-10 Requirements for the Use of Funds in the HOME-American Rescue Plan Program issued by HUD on September 13, 2021, as it may be modified, revised, amended, or supplemented from time to time. “HOME ARP Program Funds” means funds allocated or reallocated by HUD which are appropriated under section 3205 of the American Rescue Plan Act of 2021 (P.L. 117-2) (“ARP”) for the HOME Investment Partnerships Program ( “HOME”) to provide homelessness assistance and supportive services, also known as the HOME-American Rescue Plan or “HOME ARP”.
DRAFT
155 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
“HOME ARP Rents” For any HOME ARP Tenant, the rent must meet the following requirements:
a. The rent may not exceed 30 percent of the annual income of a family whose income equals 50 percent of the median income for the area, as determined by HUD, with adjustments for smaller and larger families. HUD annually provides the HOME Rent Limits, that are also applicable to HOME ARP, which include average occupancy per unit and adjusted income assumptions. This is also known as the low HOME rent limit. b. If a HOME ARP Unit receives federal or state project-based rental subsidy and the very low-income family pays as a contribution toward rent not more than 30 percent of the family’s adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the federal or state project-based rental subsidy program. c. If a HOME ARP Unit household receives Tenant-Based Rental Assistance (TBRA), the rent is the rent permissible under the applicable rental assistance program (i.e., the tenant rental contribution plus the rental subsidy allowable under that rental assistance program). d. The rent limits for HOME ARP Tenants include the rent plus the utility allowance established pursuant to Section VI.B.13.d of the HOME ARP Notice. “HOME ARP Tenant” means a tenant who is a member of a Qualifying Population and occupies a HOME ARP Unit.
“HOME ARP Unit” means one of the fourteen (14) units designated as floating HOME ARP units to be occupied by a HOME ARP Tenant at HOME ARP Rents.
“HOME CHDO Loan” means the loan of HOME Program Funds made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the HOME CHDO Note and secured by the Authority Deed of Trust which is senior in priority to the HOME ARP Loan.
“HOME CHDO Note” means the Promissory Note evidencing the HOME CHDO Loan, substantially in the form attached to this Agreement as Attachment No. 6, as it may be amended or modified from time to time.
“HOME Regulations” means 24 CFR Part 92, as amended from time to time. “HOME Regulatory Agreement” means the Agreement Containing HOME Program and HOME ARP Requirements, substantially in the form attached to this Agreement as Attachment No. 5, as it may be amended or modified from time to time. “HOME Rents” shall mean maximum rent for the five (5) HOME Units as follows:
DRAFT
156 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
The maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by HOME Unit households must meet either a. or b. of the following rent requirements:
a. The rent does not exceed the lesser of ( 1) 30 percent of the annual income of a family whose income equals 50 percent of the median income for the area, as determined by HUD, with adjustments for smaller and larger families, as provided by HUD; or (2) the fair market rent for existing housing for comparable units in the area as established by HUD under 24 CFR 888.111; or
b. The rent does not exceed 30 percent of the family’s adjusted income. If the unit receives Federal or State project -based rental subsidy and the family pays as contribution toward rent not more than 30 percent of the family’s adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or State project-based rental subsidy program.
“HOME Unit” means one of the five (5) units designated as floating HOME units to be occupied by a HOME Unit Tenant at HOME Rents.
“HOME Unit Tenant” means a Very Low Income HOME Tenant who occupies a HOME Unit.
“HUD” means the United States Department of Housing and Urban Development. “Improvements” means the development to be rehabilitated and constructed on the Property, as described in the Scope of Development.
“Legal Description ” means the legal description of the Property attached to this Agreement as Attachment No. 1.
“Maintenance Program” has the meaning given in Section 5.03. “Management Plan” has the meaning given in paragraph a. of Section 5.02. “Permitted Transfer” means any of the following, provided Developer retains day-to-day control over management and operations of the Property and the Improvements and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws:
a. The lease for occupancy of all or any part of the Improvements on the Property in accordance with this Agreement;
b. The granting of easements or permits to facilitate the development of the Property in accordance with this Agreement; or
DRAFT
157 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
c. Any transfer approved in writing by Authority’s Executive Director or designee, at his or her sole discretion.
“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “Plans” means the architectural and construction plans or other drawings or plans prepared on behalf of Developer for Developer’s use for the Project in accordance with this Agreement. “Prohibited Person” means any of the following:
a. a Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
b. a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
c. a Person or entity with whom Developer is prohibited from dealing or otherwise engaging in any transaction by Anti-Terrorism Laws;
d. a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control of the U.S.
Treasury Department.
“Project” means the financing, planning, construction , rehabilitation and use of the Property and the Improvements as provided in this Agreement. “Project Budget” means the schedule of sources and uses attached to this Agreement as Attachment No. 4, as it may be amended or modified from time to time. “Property” means the real property described in the legal description attached to this Agreement as Attachment No. 1.
“Qualifying Population ” shall mean a household “Fleeing, or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking”, as defined by HUD, as set forth in more detail in the HOME ARP Notice. “Quarterly Report” has the meaning given in paragraph c of Section 5.02. “Release of Construction Covenants” means the certificate to be issued by the Authority in accordance with Section 4.18 of this Agreement.
“Restricted Period ” means the period commencing upon recordation of the HOME Regulatory Agreement and continuing for a period of twenty (20) years.
DRAFT
158 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
“Schedule of Performance ” means the document attached to this Agreement as Attachment No. 3, as it may be amended or modified from time to time. “Scope of Development” means the document attached to this Agreement as Attachment No. 2, as it may be amended or modified from time to time. “Title Company” means Old Republic Title Company or another title insurance company mutually acceptable to Authority and Developer.
“Transfer” means:
a. the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execu tion of any installment sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project.
b. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in Developer, or a conversion of Developer to an entity form other than that of Developer at the time of execution of this Agreement. “Unit” means each of the nineteen (19) housing units to be developed on the Property . “Units” means collectively all of the nineteen (19) Units. “Very Low Income HOME Tenant ” means a tenant whose household income does not exceed 50% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development.
Section 1.03 The Property
The “Property” is that property in the City of Glendale as described in the “Legal Description of the Property” (attached hereto as Attachment No. 1).
Section 1.04 The Authority
a. The Authority is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Housing Authorities Law of the State of California.
b. The address of the Authority for purposes of receiving notices pursuant to this Agreement will be 141 North Glendale Avenue, Room 202, Glendale, California 91206, Attn:
Executive Director (Facsimile: (818) 548-3724).
DRAFT
159 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
c. “Authority” as used in this Agreement includes the Housing Authority of the City of Glendale and any assignee or successor to its rights, powers and responsibilities.
Section 1.05 The Developer
a. Developer is VERDUGO HOUSING CORPORATION , a California nonprofit public benefit corporation. The address of Developer for purposes of receiving notices pursuant to this Agreement is as follows:
Verdugo Housing Corporation
221 E. Walnut St.
Suite 112
Pasadena, CA 91101
b. Whenever the term “Developer” is used herein, such term means and includes: (1) the Developer as of the date hereof; and (2) any assignee of or successor to its rights, powers and responsibilities approved by the Authority or permitted by this Agreement.
Section 1.06 Assignments and Transfers
a. The qualifications and identity of the Developer are of particular concern to the Authority. It is because of those qualifications and identity that the Authority has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer will acquire any rights or powers under this Agreement except as expressly set forth herein. b. The Developer will not assign all or any part of this Agreement without the prior written approval of the Authority. The Authority agrees to reasonably give such approval if, in the reasonable determination of the Authority, the proposed assignee is comparable in all material respects (including experience, character and financial capability) to the Developer. Any such change (or assignment of this Agreement in connection therewith) will be by instruments satisfactory to the Executive Director (or his desig nee), and be subject to the approval by the Executive Director (or his designee) of evidence of the proposed assignee’s qualifications to meet the obligations of the Developer under this Agreement.
c. For the reasons cited above, Developer represents and agrees for itself and any successor in interest that without the prior written approval of the Authority, which will not be unreasonably withheld, there will be no cumulative change in ownership interest of Developer by any method or means.
d. Developer will promptly notify the Authority of any and all changes whatsoever in the identity of the parties in control of Developer or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Authority, and the Authority may exercise its remedies hereunder, if there is any significant change (voluntary or involuntary) in membership, executive management or control of DRAFT
160 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
Developer (other than such changes occasioned by the death or incapacity of any individual or a Permitted Transfer). “Significant change” as used in the preceding sentence is any change that results (directly or indirectly) in a change of the day to day management of Developer following the date of this Agreement.
e. The Developer will not, except for Permitted Transfers or as permitted by this Agreement, make or attempt to make a Transfer, without prior written approval of the Authority, except as expressly permitted by this Agreement. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Proposed transferees must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined b y the Authority, to fulfill Developer’s obligations undertaken in this Agreement, the HOME Regulatory Agreement, the HOME CDHO Note, the HOME ARP Note, and the Environmental Indemnity. A proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Authority must expressly assume all of Developer’s obligations under this Agreement , the HOME Regulatory Agreement, the HOME CDHO Note, the HOME ARP Note, and the Environmental Indemnity and agree to be subject to all conditions and restrictions applicable to the Developer in this Agreement, the HOME Regulatory Agreement, the HOME CDHO Note, the HOME ARP Note, and the Environmental Indemnity . There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Developer in writing.
f. In the absence of specific written agreement by the Authority, no Transfer, or approval thereof by the Authority, will be deemed to relieve Developer or any other party from any obligations under this Agreement , the HOME Regulatory Agreement, the HOME CDHO Note, the HOME ARP Note, or the Environmental Indemnity.
ARTICLE II. PROPERTY CONDITION
a. No person acting on behalf of the Authority is authorized to make, and by execution of this Agreement, Developer acknowledges that neither the Authority nor any person acting on behalf of the Authority has made any representation, agreement, statement, warranty, guarantee or promise regarding the zoning, construction, physical condition or other status of the Property. b. It will be the sole responsibility of Developer, at Developer’s expense, to investigate and determine all conditions of the Property and its suitability for the uses to which the Property is to be put in accordance with this Agreement. If the conditions of the Property are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the responsibility and obligation of Developer, without cost to the Authority, to take such action or cause such action to be taken, a s may be necessary to place the Property in all respects in a condition entirely suitable for its development and use in accordance with this Agreement.
DRAFT
161 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
ARTICLE III. FINANCING
Section 3.01 Project Budget
The anticipated Development Costs are set forth in the Project Budget. From time-to-time, Developer may amend the Project Budget, by submitting changes to the Authority Executive Director for approval (which approval shall not be unreasonably withheld). Upon the approval of an amendment by both the Executive Director and Developer, the Project Budget shall be replaced by the approved revised Project Budget.
Section 3.02 Authority Assistance
a. Authority Loans. In accordance with and subject to the terms and conditions of this Agreement, the Authority agrees to lend to the Developer, and the Developer agrees to borrow from the Authority, the HOME CHDO Loan and the HOME ARP Loan. At or prior to the Closing, the Authority and Developer will execute and deliver such instruments and documents as may be necessary to evidence and secure the Authority Loans, consistent with the terms of this Agreement, and each in a form that is acceptable to the Authority Executive Di rector or designee. Developer hereby warrants and agrees that Developer will use the HOME CHDO Loan and the HOME ARP Loan solely for the purpose of paying a portion of the construction and rehabilitation costs for the HOME Units and HOME ARP Units, as applicable, and for no other purpose. Except as described in “ARP” (section 3205 of the American Rescue Plan Act of 2021 (P.L. 117 -2)) and the HOME ARP Notice, HOME statutory and regulatory provisions apply to use of the HOME ARP Program Funds. ARP requires that HOME ARP Program Funds be used to primarily benefit individuals and families in the Qualifying Population.
b. Terms. The Authority Loan s shall each bear simple interest at the rate of three percent (3%) per annum. The term of the Authority Loans shall be thirty (30) years. The Authority Loans shall be evidenced by the HOME CHDO Note and the HOME ARP Note, and repayment terms shall be as set forth in the HOME CHDO Note and the HOME ARP Note.
c. Security. The Authority Loan s shall be secured by the Authority Deed of Trust, which shall be a first deed of trust on the Property, senior to all liens and encumbrances. d. Restriction on Liens and Encumbrances. Without the express prior written consent of the Authority Executive Director, which may be withheld in his or her sole discretion, Developer shall not place any other liens or encumbrances, or permit any liens or encumbrances to be placed, on or against title to the Property, including security interests that are subordinate to the Authority Deed of Trust.
e. Gap Assistance. The parties acknowledge that the Authority Loans are intended to be “gap” financing, not to exceed the amount needed to bridge the gap between the total Development Costs and the loans obtain ed by Developer plus an agreed amount of Developer’s Equity, but in no event greater than the amount set forth in the approved final Project Budget. The DRAFT
162 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
proceeds of the Authority Loans will be used exclusively to pay Development Costs identified in the Project Budget.
Section 3.03 Recordation
The obligation of Authority to make the Authority Loans is conditioned upon the following occurring upon the Closing: (a) the Title Company shall record the Authority Deed of Trust, the HOME Regulatory Agreement, and such other instruments and documents as the Authority may reasonably request; and (b) the Title Company and shall issue to the Authority the Authority’s Title
Section 3.04 Disbursement of Authority Loan
a. No portion of the Authority Loans shall be disbursed until all conditions precedent to the disbursement of the Authority Loans have been satisfied. b. The Authority Loans will be disbursed based on vouchers for actual expenses to be paid, accompanied by contractor/subcontractor invoices and other information and documentation (e.g., lien releases) requested or required by the Authority. The Authority wil l have the right to condition any disbursement upon receipt and approval of such documentation, evidence or information that it may request, including, but not limited to, vouchers, invoices, and architect’s, inspector’s and/or engineer’s periodic certifications of the percentage and/or stage of construction that has been completed. Requests for disbursements must be submitted on forms specified by the Authority, with adequate and proper documentation of eligible costs incurred in compliance with 24 CFR 92.206 and necessary for HUD IDIS disbursement requirements. The Authority will have the right in its sole discretion to make disbursements of funds payable jointly to Developer and third parties entitled to such payment. The Authority will have the right to review and audit all records of Developer pertaining to disbursement of the Authority Loans. Developer must maintain such records for a period of not less than five (5) years after Completion. c. Disbursements upon Applications for Payment will be subject to a ten percent (10%) retention. Developer may submit a final invoice upon Completion. Final payment, including retention previously withheld, will be made following Completion. d. Designated representatives of the Authority will have the right to participate in weekly construction meetings during the construction of the Improvements and to approve proposed finishes, colors, fixtures, and like matters.
e. If necessary to facilitate this provision, the Authority Executive Director and Developer may execute such supplemental escrow instructions or disbursement agreements as they may deem necessary or appropriate.
f. Because the Authority Loan s will be provided with HOME Program Funds and HOME ARP Program Funds, Developer shall carry out the rehabilitation, and manage and operate DRAFT
163 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
the Property in conformity with all applicable requirements of the HOME Program and the HOME ARP Notice.
Section 3.05 Time for Closing
On or before the date established in the Schedule of Performance, Developer shall satisfy the conditions Section 3.06 and complete the Closing.
Section 3.06 Conditions Precedent for Closing
The conditions precedent to the Closing are as follows:
a. Developer shall prepare and submit, and the Authority Executive Director shall approve, a final Project Budget, to be current as of the Closing, and evidence of financing demonstrating to the satisfaction of the Authority Executive Director that the Authority Loan s, other loans obtained by Developer, and Developer Equity will be sufficient to pay all Development Costs as and when needed, in the amounts set forth in the final Project Budget. b. Developer shall obtain any licenses, franchises, permits and agreements required to operate the improvements on the Property.
c. Developer shall execute and deliver to the Authority Executive Director (or Escrow Agent, as applicable) the HOME Regulatory Agreement, the HOME CHDO Note, the HOME ARP Note, the Authority Deed of Trust, the Environmental Indemnity, and any other documents requested by the Authority.
d. Developer shall deliver evidence acceptable to the Authority Executive Director that Developer has obtained the insurance policies as required by this Agreement. e. Developer shall deliver a resolution of the Developer board authorizing the execution of this Agreement and the documents contemplated hereby. f. The Authority Executive Director shall determine that Developer is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Developer in furtherance of this Agreement. g. Title Company shall be committed to record the HOME Regulatory Agreement and the Authority Deed of Trust, and Title Company shall be prepared to issue to the Authority the Authority’s Title Insurance Policy.
h. Developer shall prepare and submit, and the Authority Executive Director shall approve, the Management Plan , Maintenance Program, and Annual Project Budget required by this Agreement.
DRAFT
164 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
i. Developer shall submit and Authority Executive Director or designee shall approve one hundred percent (100%) complete construction drawings; and Developer shall obtain all entitlements, approvals, variances and permits necessary for the construction and rehabilitation of the Improvements.
j. Developer shall submit a copy of the general construction contract between the Developer and a licensed general contractor approved by the Authority Executive Director or designee, covering all construction required by this Agreement and the approved final working drawings.
Notwithstanding the foregoing, the Authority, in the sole discretion of the Authority Executive Director, may waive any of the foregoing conditions precedent to the Closing. A waiver of any of the foregoing conditions will not operate in any way as a waiver, or estoppel with respect to, any subsequent or other failure to comply with such condition, or any other condition contained in this Agreement.
Section 3.07 Relocation
All rights to possession of all portions of the Property necessary for rehabilitation and development of the Project shall be cleared by Developer at Developer’s cost and expense. The relocation of any occupants or businesses, if any, required for rehabilitation and development of the Project, including provisions of relocation assistance and benefits pursuant to applicable federal and state relocation laws shall be the financial responsibility of Developer.
All of the costs and expenses incurred or to be incurred by Developer to cause the vacating of the Property and/or relocation of all occupants and businesses from the Property for rehabilitation and development of the Project (including, but not limited to, payments made to displaced persons and businesses, pre- or post-relocation rental payments, fees and actual expenses of attorneys, relocation consultants and other experts employed to effect the relocation of occupants and businesses, etc.) shall be the financial responsibility of Developer. Any costs arising related in any respect to such displacement, such as, but without limitation, claims for loss of business goodwill, payment for furniture, fixtures and equipment, payment for leasehold bonus value, and any other compensable interest under applicable federal and state relocation laws shall be the financial responsibility of Developer.
In addition to any other indemnity provided by Developer under this Agreement, Developer hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for and defend Authority, the City of Glendale, and all of their respective officials, officers, employees, representatives, volunteers and agents from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs, o r expenses, incl uding, without limitation, reasonable consultants’ and reasonable attorneys’ fees, or relocation benefits claimed or payable under the relocation laws which may now or in the future be incurred or suffered by any of the foregoing indemnified parties by rea son of, or resulting from, in full or in part, or in any respect whatsoever from the DRAFT
165 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
displacement of businesses or other occupants of the Property. The foregoing indemnity shall survive termination or expiration of this Agreement.
ARTICLE IV. REHABILITATION AND DEVELOPMENT OF THE PROPERTY Section 4.01 Land Use Approvals
(a) It is the responsibility of the Developer, without cost to Authority, to ensure that zoning of the Property and all applicable City land use requirements will be such as to permit development of the Property and construction and rehabilitation of the Improvements and the use, operation and maintenance of such Improvements in accordance with the provisions of this Agreement.
(b) The following will be conditions of the Closing: (A) Developer will submit and Authority Executive Director or designee will approve one hundred percent (100%) complete construction drawings; and (B) Developer will obtain all entitlements, approvals, variances and permits necessary for the construction and rehabilitation of the Improvements. (c) Developer and its architect, engineer, and general contractor, are responsible to obtain all building permits and to ensure that all work performed in the development of the Project is in accordance with of all applicable federal, state, and local building codes as well as applicable construction standards, fire department standards, utility company standards and best practices.
Nothing contained herein will be deemed to entitle Developer to any City of Glendale permit or other City approval necessary for the develo pment of the Property, or waive any applicable City requirements relating thereto. This Agreement does not (a) grant any land use entitlement to Developer, (b) supersede, nullify or amend any condition which may be imposed by the City of Glendale in connection with approval of the development described herein, (c) guarantee to Developer or any other party any profits from the development of the Property, or (d) amend any City laws, codes, rules or regulations. This is not a Development Agreement under Government Code Section 65864. Without cost to the Authority, the Authority will provide appropriate technical assistance to Developer in connection with Developer’s obtaining all necessary entitlements, permits and approvals for the construction and rehabilitation of the Improvements.
Section 4.02 Hazardous Substances
Developer agrees to perform , or cause to be performed, the clean-up of any Hazardous Substances on, in, under or within the Property, without cost or expense to the Authority .
Developer will defend, indemnify and hold harmless the Authority and its officers, agents, employees, contractors and attorneys from any claims, liability, injury, damages, costs and expenses (including, without limiting the generality of the foregoing, the cost of any required cleanup of hazardous substances, and the cost of reasonable attorneys’ fees) which may be sustained as the result of Hazardous Substances relating to the Property. As a condition precedent to the Closing, Developer will execute and deliver to the Authority the Environmental Indemnity (Attachment No. 9).
DRAFT
166 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
Section 4.03 Scope of Development
The Property will be rehabilitated and developed in accordance with and within the limitations established in the Scope of Development attached to this Agreement as Attachment No. 2 and Plans approved by the Authority pursuant to this Agreement and permits issued by the City.
It is anticipated that Developer will contract for performance of specific activities, including but not limited to activities such as relocation services (if necessary), site inspections, and management of the Units. Such contracts will not in any way diminish or waive Developer’s obligations under this Agreement. The identity and qualifications of the general contractor must be approved by the Authority. Developer must also submit to the Authority for approval a copy of the proposed contract with the general contractor, which approval will not be unreasonably withheld or delayed.
Section 4.04 Construction Drawings and Related Documents a. As may be applicable, Developer will prepare and submit construction drawings and related documents for the rehabilitation and development of the Property to the Authority for review (including, but not limited to, architectural review) and written approval at the times established in the Schedule of Performance. The construction drawings and related documents shall include but not be limited to, preliminary and final drawings, plans and specifications , if applicable. Final drawings, plans, and specifications are hereby defined as those in sufficient detail to obtain a building permit. Any items so submitted and approved in writing by the Authority will not be subject to subsequent disapproval. Authority approval will not be unreasonably withheld or delayed.
b. Progressively detailed plans will be approved by the Authority if exterior spaces and areas open to public view do not vary and the plans otherwise do not materially vary from previously approved plans, and if they are a logical evolution of previously approved plans and conform to the pr ovisions of the Scope of Development. In the event of the disapproval by the Authority of any plans submitted by Developer, Authority will promptly communicate in writing to Developer all reasons for such disapproval and all requirements for subsequent approval of revised plans.
c. During the preparation of all drawings and plans, the Authority staff and Developer will hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the Authority. The Authority staff and Developer will communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Authority can receive prompt and speedy consideration. d. If any revisions or corrections of plans approved by the Authority will be required by a governmental official, authority, department or bureau having jurisdiction over the development of the Property, Developer and the Authority will cooperate in efforts to obtain waiver of such requirements or to develop a mutually acceptable alternative. Neither the Authority nor Developer will unreasonably withhold approval of a mutually acceptable alternative.
DRAFT
167 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
Section 4.05 Authority Approval of Plans, Drawings and Related Documents As provided in Section 4.04 , the Authority will have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents for the development of the Property, including any proposed changes therein. The Authority will approve or disapprove such plans, drawings, and related documents referred to in this Agreement (and any proposed changes therein), in writing. Any disapproval will state, in writing, the reasons for disapproval. Developer, upon receipt of the Authority’s disapproval will revise such portions of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval and resubmit such revised portions to the Authority as soon as possible after receipt of the notice of disapproval. No matter once approved will be subsequently disapproved. Authority approval shall be deemed provided as of the date the City issues a building permit for the Project.
Section 4.06 Cost of Rehabilitation and Development
(a) All Development Costs will be the responsibility of the Developer. (b) The Project Budget is based on Developer’s best, good faith estimate of the costs to be incurred.
Section 4.07 Schedule of Performance
a. Developer and Authority will perform all acts respectively required of such party in this Agreement within the times provided in the Schedule of Performance. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Developer and the Authority Executive Director.
b. After the Closing, Developer will promptly begin and thereafter diligently prosecute to completion the construction of the Improvements as provided in the Scope of Development. Developer will begin and complete all construction and development within the times specified in the Schedule of Performance, with such reasonable extensions of said times as may be granted by the Authority , including any Force Majeure Delays . The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Owner and the Authority, such revision approval may be denied by either party in its sole discretion. c. During periods of construction , Developer will submit to the Authority a written report of the progress of the construction when and as requested by the Authority. The report will be in such form and detail as may be reasonably required by the Authority and will include a reasonable number of construction photographs (if requested) taken since the last report by Developer. Developer will meet with the Authority as requested during construction to discuss the resolution of any concerns the Authority mig ht have. Representatives of the Authority will have the right to participate in weekly construction meetings and will have the right to approve proposed finishes, colors, fixtures, and like matters.
DRAFT
168 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
Section 4.08 Local, State and Federal Laws
a. Developer will carry out development, construction (as defined by applicable law) and operation of the Improvements on the Property, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, state an d federal laws, including, without limitation, all applicable federal and state labor laws (including, without limitation, the requirement to pay state or federal prevailing wages, if applicable).
Developer expressly covenants and warrants that , as require d for disbursement of the HOME CHDO Loan and the HOME ARP Loan, it will comply with all applicable laws, ordinances, codes, rules and regulations of the federal government, and all amendments thereto, includ ing, but not limited to: Title 8 of the Civil Rights Act of 1968 PL.90 -284; Executive Order 11063 on Equal Opportunity and Housing ; Section 3 of the Housing and Urban Development Act of 1968; the Housing and Community Development Act of 1974, as well as all requirements set forth in ARP to the extent app licable to HOME ARP, the HOME ARP Notice, and HOME statutory and regulatory provisions applicable to the HOME ARP Program Funds. Developer agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regu lations (40 CFR part 15). Developer further warrants and agrees to include or cause to be included the criteria and re quirements of this paragraph in every non-exempt contract in excess of $100,000. b. Developer hereby expressly acknowledges and agrees that neither the City of Glendale nor the Authority has ever previously affirmatively represented to the Developer or its contractor(s) for the Improvements in writing or otherwise, in a call for bids or otherwise, that the work to be covered by the bid or contract is not a “public work,” as defined in Section 1720 of the Labor Code. Developer hereby agrees that Developer will have the obligation to provide any and all disclosures or identifications required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law. Developer will indemnify, protect, defend and hold harmless the Authority, the City and their respective officers, employees, contractors and agents, with counsel reasonably acceptable to Authority and City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs ” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) (collectively, the “Claims”) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Improvements, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of th e following: (1) the noncompliance by Developer of any applicable local, state and/or federal l aw, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages); (2) the implementation of S ection 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; and/or (3) failure by Developer to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law.
DRAFT
169 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
c. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Improvements, including, without limitation, any and all public works (as defined by applicable law), Developer will bear all risks of payment or non-payment of state prevailing wages and/or Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, and/or any other similar law. “Increased costs” as used in this Section 4.08 will have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. d. The foregoing indemnit ies will survive termination of this Agreement and will continue after Completion, but will exclude any Claims resulting from the gross negligence and/or willful misconduct of the City and/or the Authority.
Section 4.09 Nondiscrimination During Construction
Developer, for itself and its successors and assigns, agrees that during the rehabilitation and development of the Project provided for in the Agreement, Developer will not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring or treatment of any employees, contractors or consultants.
Developer understands and agrees that violation of this clause will be considered a material breach of this Agreement and may result in termination, debarment or other sanctions. This language must be incorporated into all contracts between Developer and any contractor or consultant, and all contracts with any subcontractor, sub-consultant, vendor or supplier.
Section 4.10 Copeland Anti-Kickback Act
Developer will comply with the provisions of the Copeland Anti-Kick-Back Act (18 U.S.C. 874) as supplemented in the Department of Labor regulations (29 CFR Part 3), as amended.
Developer warrants and agrees to include or cause to be included this requirement in every nonexempt subcontract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions.
Section 4.11 Contract Work Hours and Safety Standards Act Developer will comply with the provisions of sections 103 and 107 of the Contract Work Hours and Safety Standard Act (40 U.S.C. 327-330) as supplemented by the Department of Labor regulations (29 CFR, Part 5), as amended. Developer warrants and agrees to include or cause to be included this requirement in every nonexempt contract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions.
Section 4.12 Indemnification and Insurance
(a) Developer agrees to and will, to the fullest extent permitted by law, defend, indemnify and hold the Authority, the City of Glendale, and their respective officers, employees, contractors and agents harmless from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys ’ fees and court costs) arising from or as a result of , in DRAFT
170 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement
whole or in part, any of the following: (1) any act or omission of Developer or its architect, engineer, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Developer may be liable, in connection with the performance or nonperformance of this Agreement, including but not limited to the development, rehabilitation, marketing or use of the Property in any way, and any plans or designs for improvements prepared by or on behalf of Developer, including without limitation any errors or omissions with respect to such plans or designs ; (2) the breach of any obligations of Developer hereunder; and (3) the use of any products, material or equipment furnished by Developer or its contractors, suppliers, or vendors, of any contracting tier; provided, however, Developer’s indemnity obligation shall not apply to the extent of any gross negligence or willful misconduct of the Authority. Such obligation to indemnify will not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 4.12. The foregoing indemnification will apply to the extent of the violation of a legal duty, including but not limited to active or passive negligence, strict liability, breach of contract, or intentional or willful misconduct, by Developer or its architect, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Developer may be liable. Indemnitees will be entitled to recovery of attorney’s fees incurred as a result of Developer’s failure to provide the defense and indemnity required by this Section 4.12.
This Section 4.12 will survive the expiration or termination of this Agreement. (b) Prior to the Closing, Developer will furnish or cause to be furnished to the Authority evidence of the following policies of insurance, naming Developer as insured and the Authority and the City as certificate holders and, except as to the insurance described in paragraph b.(iv), below, the Authority and the City as additional insureds. Evidence of insurance must include additional insured endorsements naming both the Authority and the City as additional insureds and including a primary insurance and waiver of contribution clause, a separation of insureds clause and a cancellation notice clause, in the form provided by the Authority. (i) Fire Policies: Developer will maintain or cause to be maintained a policy or policies of insurance against loss or damage to the Property or the Improvements and all property of an insurable nature located upon the Property, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance will be maintained in an amount not less than one hundred percent (100%) of the full insurable value of the Improvements, as defined herein in paragraph d.
(ii) Intentionally Omitted.
(iii) Liability Insurance : Developer will maintain or cause to be maintained commercial general liability insurance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever on or about the Property and the busine ss of the Developer on the Property, or in connection with the operation thereof, resulting directly or DRAFT
171 of 274
11.13.25 Hamilton Court
Affordable Housing Agreement