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
JUNE 30, 2026 - 3:00 PM
PUBLIC PARTICIPATION AND ACCESSIBILITY
PLEASE SILENCE CELLULAR PHONES WHILE INSIDE THE MEETING LOCATION Viewing of Meetings
:
•
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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.
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JUNE 30, 2026 - 3:00 PM
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, June 30, 2026 joint public meeting of the City Council and Housing Authority was posted on June 25, 2026, 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, June 30, 2026
, 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: Approval to Appropriate Funds to Assist with Phase 3 of the Rehabilitation of Hamilton Court, a Transitional Affordable Housing Project a. City Council Resolution of Appropriation in the Amount of $809,485; b. City Council Motion Authorizing Release of Funds;
c. Housing Authority Motion Authorizing Executive Director to Amend New Affordable Housing Agreement and Related Documents
2. Community Development, re:
Los Angeles County Affordable Housing Solutions
Agency Budget renewal for Fiscal Year 2026 - 2027
a. City Council Motion Adopting the FY 2026-27 LACAHSA Annual Budget for Measure A Funds and Authorizing Submittal to LACAHSA;
b. City Council Motion Authorizing Staff to Request a Waiver from LACAHSA’s RPHP (Renter Protection & Homelessness Prevention) Legal Services Requirement and Use Remaining Legal Services Allocation for Limited Legal Services, Renter Education; c. City Council Motion Authorizing Staff to Allocate Funds to RenterAid on a Trial Basis; d. City Council Resolution of Appropriation of FY 26-27 Measure A Sales T ax Allocation
ADJOURNMENT
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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 Phase 3 of the Rehabilitation of Hamilton Court, a Transitional Affordable Housing Project.
1. City Council Resolution of Appropriation in the Amount of $809,485;
2. City Council Motion Authorizing Release of Funds;
3. Housing Authority Motion Authorizing Executive Director to Amend New Affordable Housing Agreement and Related Documents.
COUNCIL ACTION
Item Type: Action Item
Approved for June 30, 2026 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.
Verdugo Housing Corporation, a subsidiary of Door of Hope, currently owns Hamilton Court and proposes a rehabilitation and expansion of the existing facility from 14 1- bedroom units to 25 studio apartments. Previously, the Housing Authority approved the appropriation of $3,140,861 in HOME-ARP and HOME funds to assist with Phases 1 and 2 of Hamilton Court’s rehabilitation of ten of the fourteen existing one-bedroom units into seventeen studio units
Phase 3 will rehabilitate the remaining four one-bedroom units into eight studios, bringing the total unit count for the project to 25 studio units. Housing staff recommend supporting the rehabilitation by appropriating $781,000 from the Permanent Local Housing Allocation Program (PLHA) fund. These funds would be secured by a new residual receipts loan. In addition to the project funding, staff is requesting appropriation of $28,485 in PLHA administrative funds to support eligible planning, oversight, staff time, and compliance activities associated with the PLHA program. The total appropriation is $809,485.
RECOMMENDATION
Housing staff recommend that the Glendale City Council and Glendale Housing Authority take the following actions:
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City Council:
1. Approve a Resolution of Appropriation in the amount of $809,485;
2. Authorize release of appropriated funds for the rehabilitation of Hamilton Court.
Housing Authority:
1. Authorize execution of amendments to affordable housing agreement and related documents, including a new residual receipts loan totaling $781,000 in PLHA funds, for Phase 3 rehabilitation of Hamilton Court.
ANALYSIS
The multi-phase Project involves the rehabilitation of an existing 14-unit transitional affordable housing development for women and families affected by domestic violence.
Originally constructed in 1929, the Verdugo Housing Corporation acquired the site in 1996 and executed an Affordable Housing Acquisition Loan Agreement with the Glendale Housing Authority to convert the existing building into a transitional housing facility.
The property is owned by Verdugo Housing Corporation (“VHC”), a subsidiary of Door of Hope. Door of Hope manages the facility and is responsible for all planning, operations, and day-to-day management.
On December 2, 2025, the Housing Authority and City Council approved the appropriation of $3,140,861 in HOME-ARP and HOME CHDO funds for Phases 1 and 2. These actions included:
• Designating Verdugo Housing Corporation as a Community Housing and Development Organization (CHDO).
• Appropriating $3,140,861 in HOME-ARP and HOME CHDO funds. • Authorizing termination of the existing Affordable Housing and Loan Agreement (AHALA) with Verdugo Housing Corporation, which was set to expire in 2029.
• Authorizing the execution of a new agreement and related documents with Verdugo Housing Corporation to preserve the project’s affordability for an additional 30 years, including two new residual receipts loans.
Phases 1 and 2 converted ten of the fourteen existing one-bedroom units into seventeen studio units and upgraded to mechanical, electrical, HVAC, sewer, and plumbing systems. The scope also included the creation of three ADA-compliant units (included in the count of the seventeen studios) and the creation of case management rooms, therapy rooms, a recreation room, a family lounge, and administrative offices.
In the proposed Phase 3 expansion, Door of Hope recently secured a private funding donation of $900,000 that will allow Phase 3 to proceed earlier than anticipated. To close the remaining gap, Housing Staff recommends appropriating $781,000 in PLHA funds for 5 of 230
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the rehabilitation and $28,485 for city administrative costs. Phase 3 will rehabilitate the remaining four units into eight studio apartments. These additional units will increase the total project count from 21 units to 25 units.
Project Economics
The estimated total budget (Exhibit 2) for all three phases of Hamilton Court’s rehabilitation is $6,481,000. Phases 1 and 2 will be a total of 4.8M ($100,000 greater from the December 2, 2026 staff report but the additional increase will be covered by Door of Hope) and Phase 3 will be a total of $1,681,000.
The Housing Authority has committed a total of $2,783,361 ($163,727 / unit) towards development costs, $350,000 towards administrative costs, and $7,500 towards closing costs for Phases 1 and 2 of Hamilton Court rehabilitation, of which $683,361 would come from the City’s HOME CHDO allocation and $2,457,500 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 $966,639 from Door of Hope reserves (previously was $866,639).
Housing staff propose to fund Phase 3 with the remaining PLHA. The Housing Authority was awarded a total of $5,010,674 in PLHA funds across five funding years, of which 95% ($4,760,140) is available for project activities and 5% ($250,534) is reserved for administrative costs. To date, $3,512,787 has been used for Parkview Glendale and $465,600 for the stabilization of Metro Loma Apartments. Housing staff recommends appropriating the remaining balance of $781,000 ($97,625 / unit) towards the Phase 3 rehabilitation of Hamilton Court.
Budget for Phase 3 Construction:
Source Funds
City of Glendale - PLHA
Funds $781,000
Door of Hope Capital Gift $900,000
Total: $1,681,000
In addition, Housing staff is recommending the appropriation of $28,485 towards city administrative costs to support eligible planning, oversight, staff time, and compliance activities associated with the PLHA program. The PLHA program allows awarded jurisdictions to use up to 5% for administrative and planning costs. This represents the remaining undrawn administrative balance from the 2023 PLHA award year.
Lastly, as stated above, on December 2, 2025, the Housing Authority approved termination of the existing Affordable Housing Acquisition Loan Agreement (“AHALA”) and related documents in place with VHC, which were set to expire in 2029. Additionally, the Housing Authority also approved a new Affordable Housing Agreement (“AHA”) with 6 of 230
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VHC, which will update the affordability covenants and will ensure affordability for a new 20-year term. With concurrent approval of the AHA, two new residual receipts loans were also approved: one for each of the HOME CHDO and HOME-ARP funds.
Housing staff recommends amending the 2025 AHA by adding one additional loan of $781,000 in PLHA funds (Exhibit 3) for Phase 3. Staff recommends structuring this loan similarly to the two previously approved loans, as a residual receipts loan with a simple interest rate of 3% and a 30-year term. Because PLHA funds require affordability covenants to remain in place for a minimum of 55 years, the covenants for four units in the Phase 3 rehabilitation will be designated as PLHA units for 55 years. Eight HOME- ARP and four CHDO designated units from Phases 1 and 2 will continue to carry 20-year affordability covenants, while all remaining units will have affordable covenants for 55 years. Upon expiration of the initial 20-year period, both the HOME-ARP and CHDO units will convert to affordable covenants for the remaining 35 years, ensuring they terminate at the same time as the 55-year PLHA covenants.
With the approval of the appropriation of PLHA funds to assist with Phase 3 of Hamilton Court rehabilitation and the approval to add a new loan to the new AHA, these actions will enable Verdugo Housing Corporation to move forward with construction of Phase 3 and enable Hamilton Court to provide shelter for those at-risk or victims of domestic violence for a minimum of 55 years. The project is currently in the final stages of Plan Check, and Housing staff anticipates the project commencing construction as early as July 2026.
STAKEHOLDERS/OUTREACH
Consistent with the Citizen Participation Plan, the City published a Notice of Public Comment Period in the Glendale Independent on April 27, 2026, regarding a proposed Substantial Amendment to the FY 2025-2026 Annual Action Plan to add the rehabilitation of Hamilton Court using prior-year HOME Investment Partnerships Program (HOME) funds.
Although staff originally issued a notice for a public hearing regarding this amendment for June 2, 2026, the hearing was subsequently cancelled. It was determined that the amendment to the FY 2025-2026 plan was no longer necessary, as the project’s HOME CHDO funds were instead allocated from the FY 2026-2027 Annual Action Plan, which was approved on June 9, 2026. Despite the fact that a substantial amendment is no longer one of the actions requested here, in the interest of transparency, public comments received regarding the substantial amendment during the initial 30-day comment period, along with formal staff responses, are attached as Exhibit 4.
FISCAL IMPACT
Phase 3 of the rehabilitation of Hamilton Court would cost $809,485 in Permanent Local Housing Allocation (PLHA) funds, which are not included in the FY 2026-27 budget. Of this amount, $781,000 is for the rehabilitation loan and $28,485 is for administrative costs.
The appropriation request is outlined below:
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Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$28,485 32610-2280-CDD-
0020-P0000-
PL: CDD01624AG
41100-2280-CDD-
0020-P0000
PL: CDD01624AG
Permanent Local
Housing Allocation
Fund
$781,000 32610-2280-CDD-
0020-P0000-
PL: CDD01625AG
43112-2280-CDD-
0020-P0000
PL: CDD01625AG
Permanent Local
Housing Allocation
Fund
Department Cost Center Program
Community
Development
Projects
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 the activity may have a significant effect on the environment per CEQA Guidelines Section 15061(b)(3).
CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10% interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 1, in accordance with the City Campaign Finance Ordinance No. 5744.
ALTERNATIVES TO STAFF RECOMMENDATION
1. Reject the appropriation of funding and amendment to the Affordable Housing Agreement, terminating the Housing Authority’s participation in Phase 3 of the project.
2. The City Council and Housing Authority may consider any other alternative not proposed by staff.
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ADMINISTRATIVE ACTION
Submitted by:
Jack Wong, Interim Community Development Director
Prepared by:
Michael Fortney, Acting Assistant Director of Community Development/Housing Aaron Brownell, Senior Housing Project Manager
Pamela Jackson, Housing Coordinator
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
Exhibit 1: Campaign Disclosures
Exhibit 2: Budget
Exhibit 3: Draft Amended Affordable Housing Agreement and Attachments Exhibit 4: Public Comments
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RESOLUTION
NO.
RESOLUTION
OF
THE
COUNCIL
OF
THE
CITY
OF
GLENDALE
MAKING
AN
APPROPRIATION
BE
IT
RESOLVED
BY
THE
COUNCIL
OF
THE
CITY
OF
GLENDALE:
SECTION
1:
That
the
sum
of
$809,485
is
hereby
appropriated
and/or
transferred
from
the
following
accounts
to
the
following
accounts:
ACCOUNTS
DESCRIPTION
FROM
TO
32610-2280-CDD-0020-P0000-
State
Grants,
Permanent
Local
Housing
$28,485
CDDO1624AG
Allocation
Fund,
Community
Development,
Projects,
Hamilton
Court-PLHA
Admin
411
00-2280-CDD-0020-P0000
Salaries,
Permanent
Local
Housing
$28,485
CDDO1624AG
Allocation
Fund,
Community
Development,
Projects,
Hamilton
Court-PLHA
Admin
32610-2280-CDD-0020-P0000-
State
Grants,
Permanent
Local
Housing
$781,000
CDDO1625AG
Allocation
Fund,
Community
Development,
Projects,
Hamilton
Court-PLHA
43112-2280-CDD-0020-P0000
Direct
Assistance,
Permanent
Local
$781,000
CDDO1625AG
Housing
Allocation
Fund,
Community
Development,
Projects,
Hamilton
Court
PLHA
To
appropriate
funding
for
Phase
3of
the
rehabilitation
of
Hamilton
Court.
SECTION
2:
The
Director
of
Finance
is
authorized
to
make
such
other
revisions,
individual
appropriation
line-items,
changes
in
summaries,
fund
totals,
grand
totals,
and
other
portions
of
the
budget
document
as
necessary
to
reflect
and
implement
the
changes
specified
in
this
resolution.
SECTION
3:
The
City
Clerk
shall
certify
to
the
adoption
of
this
Resolution.
Adopted
this
day
of
________________,
2026.
Mayor
ATTEST:
CITY
OF
GLENDALE
DATE
6/24/2026
_________________
APPROVED
AS
TO
FINANCIAL
City
Clerk
PROVISION
FOR
$
809,485
Dfrector
of
Finance
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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
________________,
2026,
and
that
the
same
was
adopted
by
the
following
vote:
Ayes:Noes:Absent:Abstain:
City
Clerk
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MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that following the appropriation of $809,485 of Permanent Local Housing Allocation Program (PLHA) 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 June 30, 2026 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:
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MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to amend the previously authorized new Affordable Housing Agreement and all associated documents and attachments thereto (“AHA”), between the Housing Authority and Verdugo Housing Corporation to include a new residual receipts loan totaling $781,000 in PLHA funds, for Phase 3 rehabilitation of Hamilton Court, all as outlined in the Joint Report to Council and Housing Authority dated June 30, 2026 from the Director of Community Development, subject to any Housing Authority comments or modifications. The amended AHA shall be subject to approval as to form by the City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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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
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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]
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Bravo Renovation Project – Sources
Funding Sources and Amounts
Glendale CHDO $683,361
Glendale HOME ARP $2,100,000
Adam SchiƯ’s OƯice $850,000
Kathryn Barger’s OƯice $200,000
DOH Reserves/New Partners $966,639
Total: Phase 1+2 $4,800,000
Glendale PLHA $781,000
DOH Capital Gift $900,000
Total: Phase 3 $1,681,000
EXHIBIT 2
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Bravo Renovation Project – Phase 1+2 Uses
PH 1+2DESCRIPTION OF WORK SCHEDULEOF VALUESDivision 2: Site Work$530,550.53Division 3: Structural/Concrete$137,263.57Division 5: Metals$82,657.62Division 6: Wood, Plastics & Composite$416,633.00Division 7: Thermal & Moisture Protection$78,883.10Division 8: Openings$132,599.71Division 9: Finishes$226,641.97Division 10: Specialties$182,891.77Division 11: Appliances$212,826.39Division 21: Fire Suppression$246,532.07Division 22: Plumbing$486,278.48Division 23: Heating, Ventilation, AC$156,423.22Division 26: Electrical$447,849.57Termite Work$100,000.00Rear Structural Work$33,333.33Consultant Engineering during CoC$26,666.67Exterior Painting$0.00Landscape Update$0.00CONSTRUCTION SUBTOTAL $3,498,031.00Contract Contingency $166,666.67General Conditions $269,333.33Preconstruction, Permits and Soft Costs $162,769.00Furnishings $109,200.00Owner Contingency $210,000.00Overhead (4%) $192,000.00Profit (4%) $192,000.00GRAND TOTAL$4,800,000.00 17 of 230
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PH 3DESCRIPTION OF WORK SCHEDULEOF VALUESDivision 2: Site Work$29,288.71Division 3: Structural/Concrete$66,136.05Division 5: Metals$21,061.79Division 6: Wood, Plastics & Composite$138,528.93Division 7: Thermal & Moisture Protection$13,462.27Division 8: Openings$43,417.70Division 9: Finishes$130,712.96Division 10: Specialties$56,717.47Division 11: Appliances$42,642.08Division 21: Fire Suppression$60,075.22Division 22: Plumbing$172,853.08Division 23: Heating, Ventilation, AC$60,343.89Division 26: Electrical$253,228.85Termite Work$0.00Rear Structural Work$16,666.67Consultant Engineering during CoC$13,333.33Exterior Painting$40,000.00Landscape Update$15,000.00CONSTRUCTION SUBTOTAL $1,173,469.00Contract Contingency $83,333.33General Conditions $134,666.67Preconstruction, Permits and Soft Costs $88,731.00Furnishings $20,800.00Owner Contingency $80,000.00Overhead (3%) $50,000.00Profit (3%) $50,000.00GRAND TOTAL$1,681,000.00 18 of 230
AFF
ORDABLE HOUSING AGREEMENT
(Bravo Home)
by and be
tween
HOUSI
NG AUTHORITY OF THE CITY OF GLENDALE,
Authority,
and
VER
DUGO HOUSING CORPORATION,
Developer
EXHIBIT 3
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i
T
ABLE OF CONTENTS
Page
Article I. SUBJECT OF AGREEMENT ................................................................................ 1 Section 1.01 Purpose of the Agreement ........................................................................... 1 Section 1.02 Definitions................................................................................................... 2 Section 1.03 The Property.............................................................................................. 10 Section 1.04 The Authority ............................................................................................ 10 Section 1.05 The Developer ........................................................................................... 10 Section 1.06 Assignments and Transfers ....................................................................... 10 Article II. PROPERTY CONDITION ................................................................................... 12 Article III. FINANCING......................................................................................................... 12 Section 3.01 Project Budget ........................................................................................... 12 Section 3.02 Authority Assistance ................................................................................. 12 Section 3.03 Recordation ............................................................................................... 13 Section 3.04 Disbursement of Authority Loans ............................................................. 13 Section 3.05 Time for Closing ....................................................................................... 14 Section 3.06 Conditions Precedent for Closing ............................................................. 14 Section 3.07 Relocation ................................................................................................. 16 Article IV. REHABILITATION AND DEVELOPMENT OF THE PROPERTY ................ 16 Section 4.01 Land Use Approvals ................................................................................. 16 Section 4.02 Hazardous Substances ............................................................................... 17 Section 4.03 Scope of Development .............................................................................. 17 Section 4.04 Construction Drawings and Related Documents ...................................... 18 Section 4.05 Authority Approval of Plans, Drawings and Related Documents ............ 18 Section 4.06 Cost of Rehabilitation and Development .................................................. 19 Section 4.07 Schedule of Performance .......................................................................... 19 Section 4.08 Local, State and Federal Laws .................................................................. 19 Section 4.09 Nondiscrimination During Construction................................................... 21 Section 4.10 Copeland Anti-Kickback Act .................................................................... 21 Section 4.11 Contract Work Hours and Safety Standards Act ...................................... 21 Section 4.12 I ndemnification and Insurance .................................................................. 21 Section 4.13 Disclaimer of Authority Responsibility .................................................... 24 Section 4.14 Permits ...................................................................................................... 25 Section 4.15 Rights of Access ....................................................................................... 25 Section 4.16 Taxes, Assessments, Encumbrances and Liens ........................................ 25 Section 4.17 Rights to Plans .......................................................................................... 25 Section 4.18 Release of Construction Covenants .......................................................... 25 Article V. USE OF THE PROPERTY ................................................................................... 26 20 of 230
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Section 5.01 Use As Affordable Housing ...................................................................... 26 Section 5.02 Management Plan; Annual Project Budget; Quarterly Report ................. 28 Section 5.03 Property Maintenance ............................................................................... 29 Section 5.04 Obligation to Refrain from Discrimination............................................... 30 Section 5.05 Equal Employment Opportunity ............................................................... 32 Section 5.06 Labor, Training, and Business Opportunity .............................................. 33 Section 5.07 Effect and Duration of Covenants ............................................................. 33 Section 5.08 Enforcement of Covenants ........................................................................ 33 Section 5.09 Monitoring ................................................................................................ 34 Section 5.10 Regulatory Agreements ............................................................................ 34 Article VI. DEFAULTS AND REMEDIES ........................................................................... 34 Section 6.01 Defaults - General ..................................................................................... 34 Section 6.02 Institution of Legal Actions ...................................................................... 35 Section 6.03 Applicable Law ......................................................................................... 35 Section 6.04 Acceptance of Service of Process ............................................................. 35 Section 6.05 Rights and Remedies are Cumulative ....................................................... 35 Section 6.06 Damages .................................................................................................... 36 Section 6.07 Specific Performance ................................................................................ 36 Section 6.08 Termination by Either Party...................................................................... 36 Section 6.09 Termination by Developer ........................................................................ 36 Section 6.10 Termination by Authority ......................................................................... 36 Section 6.11 Limited Recourse Obligations .................................................................. 38 Article VII. GENERAL PROVISIONS ................................................................................... 39 Section 7.01 Notices ...................................................................................................... 39 Section 7.02 Conflicts of Interest................................................................................... 39 Section 7.03 Nonliability of Authority Officials and Employees .................................. 39 Section 7.04 Force Majeure ........................................................................................... 40 Section 7.05 Inspection of Books and Records ............................................................. 40 Section 7.06 Approvals .................................................................................................. 40 Section 7.07 Real Estate Commissions .......................................................................... 41 Section 7.08 No Third Party Beneficiaries .................................................................... 41 Section 7.09 Authority to Sign....................................................................................... 41 Section 7.10 No Partnership .......................................................................................... 41 Section 7.11 Compliance With Law .............................................................................. 41 Section 7.12 Binding Effect ........................................................................................... 42 Section 7.13 Incorporation by Reference....................................................................... 42 Section 7.14 Counterparts .............................................................................................. 42 Section 7.15 Construction and Interpretation of Agreement ......................................... 42 Section 7.16 Entire Agreement, Waivers and Amendments .......................................... 43 Section 7.17 Time for Acceptance of Agreement by Authority .................................... 43 Section 7.18 Effective Date ........................................................................................... 43 21 of 230
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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 CHDO REGULATORY AGREEMENT
ATTACHMENT NO. 6 - HOME ARP REGULATORY AGREEMENT
ATTACHMENT NO. 7 - REGULATORY AGREEMENT
ATTACHMENT NO. 8 - HOME CHDO NOTE
ATTACHMENT NO. 9 - HOME ARP NOTE
ATTACHMENT NO. 10 - PLHA NOTE
ATTACHMENT NO. 11 - AUTHORITY DEED OF TRUST
ATTACHMENT NO. 12 - ENVIRONMENTAL INDEMNITY
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AFFORDABLE HOUSING AGREEMENT
(Bravo Home)
THIS AFFORDABLE HOUSING AGREEMENT (this “Agreement”), dated for reference purposes as of _______________, 2026, 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 spec ial type of nonprofit called a Community Housing Development Organization (“CHDO”) (the “HOME Program CHDO Funds”). Developer has been 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 hereinafter defined HOME ARP Program Funds). In addition, the Authority is responsible for administering the use of certain funds made available to the City of Glendale by the California Department of Housing and Community Development (“ HCD”) from the Permanent Local Housing Allocation (“ PLHA”) program (the “ PLHA Program Funds ”). The Authority shall make three (3) loans to Developer, one using the HOME Program CHDO Funds, one using HOME ARP Program Funds , and one using PLHA 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 purposes and provisions of applicable federal, state and local laws and requirements. 23 of 230
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Section 1.02 Definitions
For purposes of this Agreement, the following capitalized terms will have the following meanings:
“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. “Area Median Income” means the median gross income for Los Angeles County as determined by the Secretary of the Treasury of the United States for purposes of Section 42 of the Internal Revenue Code of 1986, and any related regulations published from time to time by TCAC. “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. 11, as it may be amended or modified from time to time. “Authority Loans ” means, individually and collectively, the HOME CHDO Loan , the HOME ARP Loan, and the PLHA 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.
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“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 Project , if 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 P lans; (4) payment, settlement or other extinguishment, 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. 12, as it may be amended or modified from time to time. “Escrow Agent ” means Lennar 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; 25 of 230
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governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, 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); the 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 event s will constitute a 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, consents, 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 and senior to the PLHA Loan. “HOME ARP Note” means the Promissory Note evidencing the HOME ARP Loan, substantially in the form attached to this Agreement as Attachment No. 9, as it may be amended or modified from time to time.
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“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”. “HOME ARP Regulatory Agreement” means the Agreement Containing HOME A RP Program Requirements, substantially in the form attached to this Agreement as Attachment No. 6, as it may be amended or modified from time to time.
“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 U nit 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 eight (8) 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 CHDO 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 and the PLHA Loan.
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“HOME CHDO Note” means the Promissory Note evidencing the HOME CHDO Loan, substantially in the form attached to this Agreement as Attachment No. 8, as it may be amended or modified from time to time.
“HOME CHDO Regulatory Agreement ” means the Agreement Containing HOME Program 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 Regulations” means 24 CFR Part 92, as amended from time to time. “HOME Rents” shall mean maximum rent for the four (4) HOME Units as follows:
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 four (4) 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.
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“Low Income Tenant” means a tenant with a household income equal to or less than sixty percent (60%) of the then current Area Median Income, adjusted for family size appropriate for the Unit, as published from time to time by TCAC.
“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
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. “PLHA Loan” means the loan of PLHA 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 PLHA Note and secured by the Authority Deed of Trust which is junior in priority to the HOME CHDO Loan and the HOME ARP Loan. “PLHA Note” means the Promissory Note evidencing the PLHA Loan, substantially in the form attached to this Agreement as Attachment No. 10, as it may be amended or modified from time to time.
“PLHA Rents” shall mean the maximum allowable rent for the four (4) PLHA Units as set forth in the Regulatory Agreement.
“PLHA Tenant” means a Low Income Tenant who occupies a PLHA Unit. “PLHA Unit” means one of the four (4) Units designated as PLHA Units to be occupied by a PLHA Tenant at PLHA Rents.
“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. 29 of 230
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“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. “Regulatory Agreement ” means the Regulatory Agreement a nd Declaration of Restrictive Covenants, substantially in the form attached to this Agreement as Attachment No. 7, as it may be amended or modified from time to time.
“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: (1) for the HOME Units the period commencing upon recordation of the HOME CHDO Regulatory Agreement and continuing for a period of twenty (20) years; (2) for the HOME ARP Units the period commencing upon recordation of the HOME ARP Regulatory Agreement and continuing for a period of twenty (20) years; (3) for the PLHA Units the period commencing upon recordation of the Regulatory Agreement and continuing for a period of fifty-five (55) years ; and (4) for Restricted Units t he period commencing upon recordation of the Regulatory Agreement and continuing for a period of fifty-five (55) years. 30 of 230
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“Restricted Rents” shall mean the maximum allowable rent for the Restricted Units as set forth in the Regulatory Agreement.
“Restricted Unit” means any one of the Units on the Property that is not then designated or restricted as a HOME Unit, HOME ARP Unit, or PLHA Unit to be occupied by a Low Income Tenant at Restricted Rents, such that at all times and from time to time if a Unit is not a HOME Unit, HOME ARP Unit, or PLHA Unit, it shall be a Restricted Unit hereunder and under the Regulatory Agreement.
“Restricted Unit Tenant” means a Low Income Tenant who occupies a Restricted Unit. “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. “TCAC” means the California Tax Credit Allocation Committee, established by Revenue and Taxation Code Section 18410.2.
“Title Company” means Lennar 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 execution 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 twenty-five (25) housing units developed or to be developed on the Property. “Units” means collectively all of the twenty-five (25) Units. “Utilities Allowance” means an allowance for utilities services costs as established from time to time by the Authority.
“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. 31 of 230
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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).
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
Attn: Executive Director
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 32 of 230
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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 designee), 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 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 by the Authority, to fulfill Developer’s obligations undertaken in this Agreement, the HOME CHDO Regulatory Agreement, the HOME CHDO Note, the HOME ARP Regulatory Agreement, the HOME ARP Note, the Regulatory Agreement, the PLHA 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 CHDO Regulatory Agreement, the HOME CHDO Note, the HOME ARP Regulatory Agreement, the HOME ARP Note, the Regulatory Agreement , the PLHA Note, and the Environmental Indemnity, and agree to be subject to all conditions and res trictions applicable to the Developer in this Agreement , the HOME CHDO Regulatory Agreement, the HOME CHDO Note, the HOME ARP Regulatory Agreement, the HOME ARP Note, the Regulatory Agreement , the PLHA 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.
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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 CHDO Regulatory Agreement, the HOME CHDO Note, the HOME ARP Regulatory Agreement, the HOME ARP Note, the Regulatory Agreement, the PLHA 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.
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 or designee for approval (which approval shall not be unreasonably withheld). Upon the approval of an amendment by both the Executive Director or designee 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, the HOME ARP Loan, and the PLHA 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 Director or designee. Developer hereby warrants and agrees that Developer will use the HOME CHDO Loan, the HOME ARP Loan, and the PLHA Loan solely for the purpose of paying a portion of the construction and rehabilitation costs for the HOME Units, the HOME ARP Units, and the PLHA Units, respectively, 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 34 of 230
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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 Loans 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, the HOME ARP Note, and the PLHA Note, and repayment terms shall be as set forth in the HOME CHDO Note, the HOME ARP Note, and the PLHA Note.
c. Security. The Authority Loans 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 obtained 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 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 CHDO Regulatory Agreement, HOME ARP Regulatory Agreement , 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 Loans
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, 35 of 230
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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 may be subject to a five percent (5%) 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 Loans will be provided with HOME Program CHDO Funds and HOME ARP Program Funds, Developer shall carry out the rehabilitation , and manage and operate 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 Loans, 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.
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c. Developer shall execute and deliver to the Authority Executive Director (or Escrow Agent, as applicable) the HOME CHDO Regulatory Agreement, the HOME CHDO Note, the HOME ARP Regulatory Agreement, the HOME ARP Note, the Regulatory Agreement, the PLHA Note, the Authority Deed of Trust, the E nvironmental 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 CHDO Regulatory Agreement, the HOME ARP Regulatory Agreement, the 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.
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.
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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, or 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 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 38 of 230
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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 t he development 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. 12).
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. 39 of 230
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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 al l 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, a uthority, 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.
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. 40 of 230
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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 might 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.
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 and 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 warran ts that, as required for disbursement of the HOME CHDO Loan, the HOME ARP Loan, and the PLHA Loan, it will comply with all applicable laws, ordinances, codes, rules and regulations of the federal government , and all amendments thereto, including, 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 41 of 230
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forth in ARP to the extent applicable 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 regulations (40 CFR part 15).
Developer further warrants and agrees to include or cause to be included the criteria and requirements 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 the following: (1) the noncompliance by Developer of any applicable local, state and/or federal law, 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.
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.
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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 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 43 of 230
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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 insur ance, 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 indirectly from any acts or activities of Developer or its sublessees, or any person acting for Developer, or under its respective control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person occurring on or about the Property, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities of Developer or its tenants, or any person acting for Developer , or under its control or direction.
Such property damage and personal injury insurance will also provide for and protect Authority against incurring any reasonable legal cost in defend ing claims for alleged loss. Such personal injury and property damage insurance will be maintained in full force and effect during the t erm of the Authority Loans in the following amounts: commercial general liability in a general aggregate amount of not less than Five Million Dollars ($5,000,000); and not less than Two Million Dollars ($ 2,000,000) of bodily injury and property damage insurance . Developer agrees that 44 of 230
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provisions of this paragraph as to maintenance of insurance will not be construed as limiting in any way the extent to which Developer may be held responsible for the indemnification of Authority or the payment of damages to persons or property resulting from Developer’s activities, activities of its tenants or the activities of any other person or persons for which Developer is otherwise responsible. Developer will require its insurer to waive its subrogation rights against the Authority and the City and will provide endorsements evidencing same. (iv) Workers’ Compensation Insurance: Developer will maintain or cause to be maintained workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers’ compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers ’ compensation insurance will cover all persons employed by Developer in connection with the Property and will cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Property or the operation thereof by Developer. Notwithstanding the foregoing, Developer may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self -insure for workers ’ compensation in which event Lessee will deliver to Authority evidence that such self-insurance has been approved by the appropriate State authorities. If Developer is required to maintain Workers’ Compensation Insurance under this paragraph, Developer will furnish the Authority with a certificate of waiver of subrogation under the terms of the Workers’ Compensation Insurance. Developer will require its general contractor to waive subrogation and will require that its subcontractors waive subrogation to the extent that such a waiver is commercially available.
c. All policies hereunder will not be subject to cancellation or non- renewal except after notice in writing will have been sent by mail addressed to the Authority and the City not less than 30 days in advance of the cancellation date, except for cancellation for nonpayment of premium, in which event notice will be given not less than ten days in advance of the cancellation date. All policies will include the Developer as named insured and, where applicable, the Authority as additional insured and/or loss payee where applicable. d. The term “ full insurable value ” as used in this Section 4.12 means the actual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Improvements on the Property immediately before such casualty or other loss, including hard and soft costs of construction, such as architectural and engineering fees, inspection, and supervision. To ascer tain the reasonable amount of coverage required, Developer will review the full insurable value on an annual basis. e. All insurance provided under this Section 4.12 will be for the benefit of Developer, Authority and City. Developer agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. Developer agrees to submit policies of all insurance 45 of 230
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required by this Section 4.12, or certificates and endorsements evidencing the existence thereof, to Authority prior to the Closing, indicating compliance with the contractual liability imposed hereby. Within thirty (30) days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, will be submitted to Authority. All insurance herein provided for under this Section 4.12 will be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California reasonably approved by Authority. f. Developer must cause all contractors and subcontractors performing work relating to the Project to maintain, at a minimum, the liability insurance and workers compensation insurance described in this Section 4.12, except that with respect to any contractor s such contractors shall maintain in full force commercial general liability in an aggregate amount of not less than Four Million Dollars ($4,000,000) and not less than Four Million Dollars ($4,000,000) of bodily injury and property damage insurance, and w ith respect to any subcontractors such subcontractors shall maintain in full force commercial general liability in an amount not less than One Million Dollars ($1,000,000) of bodily injury and property damage insurance, and the Developer must also cause it s architects and engineers to maintain Architects and Engineers Professional Liability (Errors and Omissions) insurance on a “claims made basis” in an amount of not less $1,000,000. When coverage is provided on a “claims made basis”, Developer must cause all contractors and subcontractors to continue to renew the insurance for a period of five (5) years after Completion. Such insurance must have the same coverage and limits as the policy that was in effect prior to Completion, and cover Developer for all claims made by the Authority arising out of any acts or omissions of Developer, or its officers, employees or agents prior to Completion.
g. If Developer fails or refuses to procure or maintain insurance as required by this Agreement, Authority will have the right, at Authority’ s election, and upon ten (10) days prior notice to Developer, to procure and maintain such insurance. The premiums paid by Authority will be treated as a loan, due from Developer , to be paid on the first day of the month following the date on which the premiums were paid. Authority will give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).
Section 4.13 Disclaimer of Authority Responsibility
Except as provided in this Agreement, the Authority neither undertakes nor assumes nor will have any responsibility or duty to Developer or to any third party to review, inspect, supervise, pass judgment upon or inform Developer or any third party of any matter in connection with the Property, whether with respect to the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Project, any person furnishing the same or otherwise. Developer and all third parties will rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party by the Authority or the City in connection with such matter is for the public purpose of providing affordable housing, and neither Developer (except for the purposes set forth in this Agreement) nor any third party is entitled to rely thereon. Neither may Developer 46 of 230
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or any third party assert such review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party as a defense to the indemnification obligation set forth in Section 4.12 of this Agreement.
Section 4.14 Permits
Before commencement of construction or development of any buildings, structures or other work of improvement upon any portion of the Property, Developer will, at its own expense, secure or cause to be secured, any and all permits which may be required by the City or any other governmental authority affected by such construction, development or work.
Section 4.15 Rights of Access
Commencing upon the Closing, representatives of the Authority and the City will have the reasonable right of access to the Property, upon two (2) business days’ written notice to Developer (except in the case of an emergency, in which case Authority will provide such notice, if any, as may be practical under the circumstances), without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements.
Section 4.16 Taxes, Assessments, Encumbrances and Liens Commencing upon the Closing, Developer will pay prior to delinquency all real estate taxes and assessments assessed and levied on or against the Property. Developer will not place, or allow to be placed, on title to the Property or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement. In addition, Developer will remove, or will have removed, any levy or attachment made on title to the Property (or any portion thereof), or will assure the satisfaction thereof w ithin a reasonable time but in any event prior to a sale thereunder. Nothing herein contained will be deemed to prohibit the Developer from contesting the validity or amount of any tax as sessment, encumbrance or lien, or to limit the remedies available to the Developer in respect thereto.
Section 4.17 Rights to Plans
All work product prepared pursuant to this Agreement, including (but not limited to), all Plans, construction documents, soils tests and similar reports, permits and other entitlements are hereby assigned to the Authority as security for Developer ’s obligations hereunder. In the event that this Agreement is terminated by the Authority, Developer will, within ten (10) business days of such termination, transmit all such work product to the Authority.
Section 4.18 Release of Construction Covenants
a. Promptly after C ompletion, as generally and specifically required by this Agreement and in particular the Scope of Development, the Authority will furnish Developer with 47 of 230
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a “Release of Construction Covenants” upon written request therefor by Developer. The Authority will not unreasonably withhold such Release of Construction Covenants and such Release of Construction Covenants will be issued so long as Developer has constructed and developed the Property in accordance with this Agreement and substantially in accordance with the Plans approved by the Authority pursuant hereto. Such Release of Construction Covenants will be, and will so state, conclusive determination of satisfactory completion of all of the construction required by this Agreement.
b. The Release of Construction Covenants will be in such form as to permit it to be recorded in the official records of Los Angeles County. No Release of Construction Covenants will be recorded for less than the completed Improvements and development of the entire Property. c. If the Authority refuses or fails to furnish a Release of Construction Covenants for the Property after written request from Developer , the Authority will, within thirty (30) days of the written request, provide Developer with a written statement of the reasons the Authority refused or failed to furnish a Release of Construction Covenants. The statement will also contain the Authority’s opinion of the action Developer must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, and/or minor items, the Authority will issue its Release of Construction Covenants upon the posting of a bond by Developer with the Authority in an amount representing a fair value of the work not yet completed. If the Authority will have failed to provide such written statement within said 30-day period, Developer will be deemed to have received the Release of Construction Covenants.
d. The Release of Construction Covenants will not constitute evidence of compliance with or satisfaction of any obligation of Developer to the beneficiary of the Construction Loan Deed of Trust or any other P erson. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code.
ARTICLE V. USE OF THE PROPERTY
Section 5.01 Use As Affordable Housing
a. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, its successors and assigns will use the Property exclusively to provide affordable housing for the HOME Tenants in the HOME Units in conformance with the HOME CHDO Regulatory Agreement, for the HOME ARP Tenants in the HOME ARP Units in conformance with the HOME ARP Regulatory Agreement, for the PLHA Tenants in the PLHA Units in conformance with the Regulatory Agreement, and for the Restricted Unit Tenants in the Restricted Units in conformance with the Regulatory Agreement, including common areas associated therewith . No change in the use of the Property will be permitted without the prior written approval of the Authority . Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that four (4) HOME Units will be made available to and occupied by Very Low 48 of 230
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Income HOME Tenants at HOME Rents as set forth in the HOME CHDO Regulatory Agreement, eight (8) HOME ARP Units will made available to and occupied by a Qualifying Population at HOME ARP Rents as set forth in the HOME ARP Regulatory Agreement, four (4) PLHA Units will be made available to and occupied by Low Income Tenants at PLHA Rents as set forth in the Regulatory Agreement, and the Restricted Units will be made available to and occupied by Low Income Tenants at Restricted Rents as set forth in the Regulatory Agreement . It is the parties ’ intent that all twenty-five (25) Units on the Property will have affordability restrictions for a period of fifty-five (55) years. Therefore, w hen the 20 -year Restricted Period expires or is otherwise terminated for the four (4) HOME Units and the eight (8) HOME ARP Units, the four (4) HOME Units and the eight (8) HOME ARP Units shall convert and become Restricted Units hereunder and under the Regulatory Agreement, and a ny of the remaining nine (9) Units that are not designated a HOME Unit, a HOME ARP Unit, or a PLHA Unit shall be a Restricted Unit hereunder and under the Regulatory Agreement.
b. The Units must be operated in accordance with the following requirements:
1. The HOME Units and the HOME ARP Units will be designated as floating units. Prior to lease-up of the Project, Developer must identify the street address and unit number of the units that will be operated as HOME Units and HOME ARP Units. Proposed changes to such units must be approved in advance by the Authority. Each substituted U nit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME Unit or HOME ARP Unit.
2. The maximum monthly rent may not exceed HOME Rents , HOME ARP Rents, PLHA Rents, or Restricted Rents, as applicable, as set forth in this Agreement. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.
3. Failure to comply with the affordability requirements of this Agreement or the HOME CHDO Regulatory Agreement , the HOME ARP Regulatory Agreement, or the Regulatory Agreement, subject to the notice and cure periods in Section 6.01, is an event of default under the terms of the HOME CHDO Loan, the HOME ARP Loan, and the PLHA Loan. Pursuant to the HOME CHDO Note evidencing the HOME CHDO Loan, the HOME ARP Note evidencing the HOME ARP Loan, and the PLHA Note evidencing the PLHA Loan, the HOME CHDO Loan, the HOME ARP Loan, and the PLHA Loan will be due and payable, subject to the notice and cure periods in Section 6.01, if the housing does not meet the affordability requirements of this Agreement and the HOME CHDO Regulatory Agreement , the HOME ARP Regulatory Agreement, or the Regulatory Agreement.
4. Developer must submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the Units and on an annual basis thereafter. The Authority will review and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations contained in 24 CFR 92.252, as applicable. 49 of 230
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5. The Authority will provide updated income and rent limits to Developer as they become available. Developer will be responsible for ensuring that the current operative income and rent limits in effect at the time of the tenant’s rental application will be used to determine initial tenant eligibility and conformance with affordability requirements and that each tenant recertification is conducted using current income and rent limits to assure compliance with this Agreement.
6. Income determination and rental rate adjustments will occur upon annual lease renewal, as applicable . Any increase in rents for the Units is subject to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed.
Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents.
7. Developer agrees that prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing plan for renting the Units. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351 and the HOME ARP Notice.
8. No offic er, employee, agent, official, consultant, or immediate family member of Developer (or immediate family member of an officer, employee, agent, official, or consultant of Developer) may occupy a Unit.
c. The Authority and its successors and assigns will have the right to monitor and enforce the covenants contained in this Section 5.01. Developer covenants that it will comply with the monitoring program established by the Authority to enforce said covenants. In complying with such monitoring program, Developer or its agent will prepare and submit to the Authority an annual occupancy report, financial information and income verification documents for each tenant and all supporting documentation, on forms provided by the Authority, setting forth the required information for the preceding year. On an annual basis, Developer or its agent will additionally submit to the Authority evidence of each tenant’s continuing eligibility to occupy the U nit. The Authority will review such reports for certification of continuing affordability of Units and eligibility of tenants.
Section 5.02 Management Plan; Annual Project Budget; Quarterly Report a. Within the time set forth therefor in the Schedule of Performance , Developer will submit to the Authority Executive Director a Management Plan reasonably acceptable to the Authority Executive Director, describing the proposed plan for managing and operating the Property, including policies and procedures to assure accessibility to persons with disabilities. The Authority will provide Developer a draft Management Plan which Developer shall use to prepare the final Management Plan submitted to the Authority. Developer will manage and operate the Property in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Developer and the Authority Executive Director or designee, for the entire 55-year Restricted Period.
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b. In addition, the Developer will submit on or before the first day of each fiscal year of the entire 55-year Restricted Period an estimated annual budget for management of the Property (the “Annual Project Budget ”) in accordance with the Management Plan. The Annual Project Budget will include all necessary operating expenses, current maintenance charges, expenses of reasonable upkeep and repairs, taxes and special assessment levies, prorated amount required for insurance and all other expenses incident to the operation of the Project; and will show the expected revenues to pay such expenses, including annual debt service requirements and reserve fund deposits and balances. The Annual Project Budget, including any amendments proposed by the Developer, will be subject to the approval of the Authority Executive Director , which approval will not be unreasonably withheld or delayed.
c. Beginning on the date of first occupancy, for each fiscal year of the entire 55 -year Restricted Period, Developer will also submit on a quarterly basis a quarterly report for the management of the Property (the “Quarterly Report”) in a form that is reasonably acceptable to the Authority Executive Director. The Quarterly Report will include a profit and loss statement, budget to date figures, and occupancy report. Developer’s failure to timely submit the Quarterly Reports, after the Authority has provided written notice to Developer and at least seven business days to cure such failure, will, at the discretion of the Authority, cause the imposition of a monetary penalty of $500 to be paid to the Authority. The Authority Executive Director, in his sole discretion may waive the requirement of the Quarterly Report for one or more quarterly reporting periods.
However, such waiver will not operate to waive any subsequent requirement of the Quarterly Report for the Restricted Period upon written notice to Developer by the Authority Executive Director.
d. The HOME CHDO Regulatory Agreement, HOME ARP Regulatory Agreement, and Regulatory Agreement will contain appropriate provisions implementing this Section 5.02.
Section 5.03 Property Maintenance
a. Within the time set forth therefor in the Schedule of Performance , the Developer will prepare and submit to the Authority Executive Director or his designee for revie w and approval a program (the “Maintenance Program”) for the exterior and interior maintenance of the Property and the Improvements. The Authority will provide Developer a draft Maintenance Program which Developer shall use to prepare the final Maintenance Program submitted to the Authority.
b. The Maintenance Program will describe in reasonable detail the standards to be followed in maintaining the interior and exterior of the Improvements, including a schedule indicating the proposed frequency of each element of maintenance, and will include, at a minimum, the following: periodic cleaning of the interior and exterior of the Improvements, including windows; removing graffiti; removing debris and waste materials and otherwise maintaining indoor and outdoor areas of the Property; maintaining any lawns, plants, shrubs and trees or other landscaping planted on the Property; performing inspections of all exterior features to determine 51 of 230
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whether repairs are required; conducting periodic protective treatments such as rust removal and caulking; conducting repairs to facades, roof, doors, windows and other exterior features; maintaining fencing and other security devices and systems; periodic repainting of the exterior; periodic repainting of the interior units and common areas; periodic replacing of the interior unit carpets; checking building systems, including, but not limited to the heating and cooling systems, smoke alarms and water heaters; checking interior unit appliances; and monitoring interior unit bathrooms for mold/mildew. The Maintenance Program, including any amendments proposed by the Developer, will be subject to the reasonable approval of the Authority Executive Director. c. At all times during the Restricted Period, the Developer will maintain the Property and the Improvements in accordance with the approved Maintenance Program. To implement this requirement, Developer agrees to budget sufficient funds to pay for all reasonably anticipated costs (as indicated in the Annual Project Budget). In the event the Developer fails to maintain the Property and the Improvements in accordance with the approved Maintenance Program, and does not cure such failure within thirty (30) days following notice from the Authority, with such additional time as may be reasonably necessary to cure such default provided that Developer has commenced to cure within such thirty (30) day period and is diligently prosecuting the cure to completion, the Authority will have the right, but not the obligation, to enter the Property, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, until paid, will constitute a lien on the Property. Prior to undertaking any work to correct any such maintenance deficiency, the Authority will provide written notice that the Developer must correct the deficiency within a reasonable time. The Developer will have a reasonable time in which to comply following such notice from the Authority.
d. The HOME CHDO Regulatory Agreement, HOME ARP Regulatory Agreement, and Regulatory Agreement will contain appropriate provisions implementing this Section 5.03.
Section 5.04 Obligation to Refrain from Discrimination
a. Developer covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that there will be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor will Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property.
b. All deeds, leases or contracts will contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
1. In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any 52 of 230
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person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor will the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants will run with the land.”
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph.
2. In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
That there will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor will the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.” Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph. 53 of 230
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3. In contracts: There will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor will the transferee itself or any person claim ing under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land.”
Section 5.05 Equal Employment Opportunity
During the term of this Agreement, Developer agrees as follows:
a. Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin(s). Developer will take affirmative action to ensure the applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termin ation; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
b. Developer will, in all solicitations or advertisements for employees placed by or on behalf of Developer, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. c. Developer will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the labor union or worker’s representative of Developer’s commitments under Secti on 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. Developer will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. Developer will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the Authority and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and order.
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f. If Developer is found to be in noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled, terminated or suspended in whole or in part and Developer may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labor or as otherwise provided by law.
g. Developer will include the provisions of paragraphs (a) through (g) of this Section
5.05 in every contract or purchase order related to the Project unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each contractor or vendor providing services related to the Project. Developer will take such action with respect to any contract or purchase order as the Authority may direct as a means of enforcing such provisions, including sanctions for noncompliance.
Section 5.06 Labor, Training, and Business Opportunity
Developer agrees to comply with the federal regulations governing training, employment and business opportunities, including but not limited to Section 3 of the Housing and Urban Development Act of 1968, to the extent such regulations apply to Developer. Compliance with the provisions of Section 3, the regulations set forth in 24 Code of Federal Regulations and all applicable rules and orders of the Department of Housing and Urban Development issued thereunder prior to the execution of this Agreement wi ll b e a condition precedent to federal financial assistance being provided to the Project as well as a continuing condition, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements will subject Developer, its contractors and subcontractors, its successors, and assigns to those sanctions specified by 24 Code of Federal Regulations as well as with any and all applicable amendments thereto.
Section 5.07 Effect and Duration of Covenants
The covenants established in this Agreement will run with the land, without regard to technical classification and designation, and will be for the benefit and in favor of Authority, its successors and assigns, and the City. The covenants described in this Part 5 will commence upon recordation of the HOME CHDO Regulatory Agreement, HOME ARP Regulatory Agreement, and Regulatory Agreement and will be set forth in the HOME CHDO Regulatory Agreement, HOME ARP Regulatory Agreement, and Regulatory Agreement and will remain in effect for the respective periods specified therein.
Section 5.08 Enforcement of Covenants
The Authority and the City are deemed beneficiaries of the terms and provisions of this Agreement and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or priva te, for whose benefit 55 of 230
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this Agreement and the covenants running with the land have been provided. The Authority will have the right if the covenants contained in this Agreement are breached and such breach is not cured within the time periods set forth in Section 6.01, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings , including but not limited to an action for specific performance, to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled.
Section 5.09 Monitoring
On an annual basis, Developer will submit to the Authority information on rents and occupancy of the Units to demonstrate compliance with the income and affordability requirements of 24 CFR 92.252 and this Agreement . Developer must also provide the Authority with information regarding Unit substitution and filling of vacancies sufficient to demonstrate that the Project remains in compliance with income and rental requirements herein and in the HOME CHDO Regulatory Agreement, HOME ARP Regulatory Agreement, a nd Regulatory Agreement, as applicable.
Section 5.10 Regulatory Agreements
Concurrently with the Closing, Developer and Authority will execute and record a HOME CHDO Regulatory Agreement substantially in the form attached to this Agreement as Attachment No. 5, a HOME ARP Regulatory Agreement substantially in the form attached to this Agreement as Attachment No. 6, and a Regulatory Agreement substantially in the form attached to this Agreement as Attachment No. 7.
ARTICLE VI. DEFAULTS AND REMEDIES
Section 6.01 Defaults - General
a. Subject to the Force Majeure Delay, as provided in Section 7.04 and the cure periods provided herein, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and will complete such cure, correction or remedy with reasonable diligence.
b. The injured party will give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice will not constitute a waiver of any default, nor will it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default will not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies will not deprive either party of its right to institute and maintain any actions or proceedings which i t may deem necessary to protect, assert or enforce any such rights or remedies. 56 of 230
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c. If a monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default written notice of such default. The party in default will have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by the injured party.
d. If a non -monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default notice of such default. If the default is reasonably capable of being cured within thirty (30) days, the party in default will have such period to effect a cure prior to exercise of remedies by the injured party. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and the party in default (i) initiates corrective action within sa id period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default will have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party.
Section 6.02 Institution of Legal Actions
Subject to the notice and cure provisions of Section 6.01, in addition to any other rights or remedies (and except as otherwise provided in this Agreement), either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California.
Section 6.03 Applicable Law
The laws of the State of California will govern the interpretation and enforcement of this Agreement, without reference to the principles relating to conflicts of laws.
Section 6.04 Acceptance of Service of Process
a. If legal action is commenced by the Developer against the Authority, service of process on the Authority will be made by personal service upon the Executive Director of the Authority, or in such other manner as may be provided by law. b. If legal action is commenced by the Authority against the Developer , service of process on the Developer will be made by personal service upon the Developer (or upon a general partner, managing member or officer of the Developer) and will be valid whether made within or without the State of California, or in such manner as may be provided by law.
Section 6.05 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies will not preclude the exercise by it, at the same or 57 of 230
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different times, of any other rights or remedies for the same default or any other default by the other party.
Section 6.06 Damages
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01 and the non-recourse provisions of Section 6.11, the defaulting party will be liable to the non-defaulting party for any damages caused by such default, and the non -defaulting party may, after such notice and opportunity to cure (but not before) commence an action for damages against the defaulting party with respect to such default.
Section 6.07 Specific Performance
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01, the non- defaulting party, at its option, may, after such notice and opportunity to cure (but not before) commence an action for specific performance of the terms of this Agreement pertaining to such default.
Section 6.08 Termination by Either Party
Prior to the Closing, either party will have the right to terminate this Agreement in the event (i) the other party is in default of any material term or provision of this Agreement, and, following notice, fails to cure such default within the time provided in Section 6.01 or (ii) the parties mutually determine that, despite using good faith commercially reasonable efforts, Developer will be unable to obtain the necessary financing for the Project.
Section 6.09 Termination by Developer
Prior to the Closing, subject to the notice and cure provisions of Section 6.01, Developer will have the right to terminate this Agreement, by providing written notice to the Authority, in the event of a default by Authority pursuant to this Agreement.
Section 6.10 Termination by Authority
a. In accordance with 2 CFR 200.339 (Suspension) and 200.340 (Termination) and subject to applicable notice and cure periods, suspension or termination of this Agreement may occur if Developer materially fails to comply with any term of the award of HOME Program CHDO Funds or HOME ARP Program Funds, and the award may be terminated for convenience with the consent of the Developer in accordance with 2 CFR 200.339 (Suspension) and 200.340 (Termination), subject to applicable notice and cure periods. b. Subject to the notice and cure provisions of Section 6.01, the Authority will have the right, prior to the Closing, to terminate this Agreement, by providing written notice to Developer, in the event of a default by Developer or failure of any condition precedent to the 58 of 230
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occurrence of the Closing which is in the control of Developer , including but not limited to the following:
1. Developer fails to submit to the Authority evidence of financing or fails to satisfy any other condition precedent to the occurrence of the Closing within the time established for Closing in the Schedule of Performance; or
2. Developer (or any successor in interest) assigns or attempts to assign any of Developer’s rights in and to the Property or any portion thereof or interest t herein, or this Agreement or any portion hereof, except as permitted by this Agreement; or
3. Except for a Permitted Transfer, there is substantial change in the ownership of the Developer, or with respect to the identity of the parties in control of Developer, or the degree thereof contrary to the provisions of Section 1.06.b. of this Agreement. c. After the Closing, but before Completion, Authority will have the additional right to terminate this Agreement in the event any of the following defaults will occur:
1. Developer fails to commence construction of the Improvements as required by this Agreement and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
2. Developer abandons or substantially suspends construction of the Improvements and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
3. Developer assigns or attempts to assign this Agreement, or any rights herein, or transfer, or suffer any involuntary transfer of the Property, or any part thereof, in violation of this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
4. Developer otherwise materially breaches this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement. d. Notwithstanding the foregoing, the Authority will have the right to terminate this Agreement upon a final determination by state or federal court or the California Fair Political Practices Commission, subject to cure rights or appeal, of a criminal, material, and/or repeated violation of local, state, or federal campaign finance laws by Developer or a general partner of Developer or a member of such general partner or an officer or other Person exercising management or control over such member.
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Section 6.11 Limited Recourse Obligations
a. Subject to the provisions and limitations of this Section 6.11, the obligation to repay the Authority Loans is a nonrecourse obligation of the Developer . Developer will not have any personal liability for repayment of the Authority L oans, except as provided in this Section 6.11 .
The sole recourse of Authority will be the exercise of its rights agai nst the Property and other security for the Authority Loans . Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by the HOME CHDO Note, the HOME ARP Note, the PLHA Note, or the Authority Deed of Trust ; (b) limit the right of the Authority to name Developer as a party defendant in an action or suit for judicial foreclosure and sale under the HOME CHDO Note, the HOME ARP Note, the PLHA Note, or the Authority Deed of Trust or an action or proceeding thereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Developer; (c) release or impair the HOME CHDO Note, the HOME ARP Note, the PLHA Note, or the Authority Deed of Trust ; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the mortgaged Property or any other instrument securing the Authority Loans or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect of deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Authority Loans; (f) relieve Developer of its obligations under an indemnity delivered by Developer to the Authority; or (g) affec t in any way the validity of a guarantee (if any) or indemnity from any person of all or any of the obligations evidenced and secured by the HOME CHDO Note, the HOME ARP Note, the PLHA Note, or the Authority Deed of Trust. The foregoing provisions of this paragraph are limited by the provision that in the event of the occurrence of a default, Developer and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Developer , its principals, shareholders, partners or its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after the occurrence of such default, which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital improvements to the mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Developer in connection with the operation of the mortgaged Property, which are then due and payable. Notwithstanding the first sentence of this paragraph, the Authority may recover directly from Developer or from any other party:
1. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Developer or a partner, shareholder, officer, director or employee of Developer, or of a member or general or limited partner of Developer , or of a general or limited partner of such member or general or limited partner;
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2. damages, costs and expenses incurred by the Authority as a result of misappropriation of funds provided for the construction of the Improvements, rents and revenues from the operation of the Improvements or proceeds of insurance policies or condemnation proceeds;
3. any and all amounts owing by Developer pursuant to the indemnification regarding Hazardous Substances under the Environmental Indemnity, and
4. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Developer’s reasonable court costs and attorneys’ fees if Developer is the prevailing party in such enforcement or collection action).
ARTICLE VII. GENERAL PROVISIONS
Section 7.01 Notices
Formal notices, demands and communications between the Authority and the Developer will be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Authority and the Developer , as designated in Section 1.04 and Section 1.05 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 7.01. Any notice that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S.
Postal Service), will be deemed received on the documented date of receipt by the recipient; and any notice that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof.
Section 7.02 Conflicts of Interest
a. No member, official or employee of the Authority will have any personal interest, direct or indirect, in this Agreement nor will any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. b. Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.
Section 7.03 Nonliability of Authority Officials and Employees No member, official, employee or consultant of the Authority will be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority 61 of 230
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or for any amount which may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement.
Section 7.04 Force Majeure
In addition to specific provisions of this Agreement, performance by either party hereunder will not be deemed to be in default where delays or defaults are due to Force Majeure Events.
Section 7.05 Inspection of Books and Records
a. Developer will maintain complete, accurate, and current records pertaining to the Property for a period of five (5) years after the creation of such records, and shall permit any duly authorized representative of the Authority to inspect and copy records, during regular business hours upon reasonable advance notice. Records must be kept accurate and current. b. The Authority reserves the right to inspect, monitors, and observe work and services performed by Developer at any and all reasonable times. c. The Authority reserves the right to audit the records of Developer any time during the performance of this Agreement and for a period of five years after final payment is made under this Agreement.
d. If required, Developer will provide the Authority with a certified audit of Developer’s records representing the January 1 – December 31 fiscal year, pursuant to the requirements of OMB Circular A-133.
e. Access will be immediately granted to the Authority, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of Developer or its contractors for the purpose of performing audits and examinations or making copies and transcriptions. This requirement must be included in all contracts and subcontracts.
Section 7.06 Approvals
a. Except as otherwise expressly provided in this Agreement, approvals required of Authority or Developer in this Agreement, including the attachments hereto, will not be unreasonably withheld or delayed. All approvals will be in writing. Except as otherwise expressly provided in this Agreement, f ailure by either party to approve a matter within the time provided for approval of the matter will not be deemed a disapproval, and failure by either party to disapprove a matter within the time provided for approva l of the matter will not be deemed an approval.
b. Except as otherwise expressly provided in this Agreement, approvals required of the Authority will be deemed granted upon the written approval of the Authority’ s Executive Director or designee. Authority agrees to provide notice to Developer of the name of the Executive 62 of 230
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Director’s designee on a timely basis, and to provide updates from time to time. Notwithstanding the foregoing, the Executive Director or designee may, in his or her sole discretion, refer to the governing body of the Authority any item requiring Authority approval ; otherwise, “ Authority approval” means and refer to approval by the Executive Director or designee.
Section 7.07 Real Estate Commissions
Neither the Authority nor the Developer will be liable for any real estate commis sions, brokerage fees or finder fees which may arise from this transaction. The Authority and the Developer each represent to the other that it has employed no broker, agent, or finder in connection with this transaction.
Section 7.08 No Third Party Beneficiaries
This Agreement is made solely and specifically between the Authority and Developer and their respective successors and assigns; and, except as expressly provided otherwise in this Agreement, no other person will have any rights, interest or claims under this Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.
Section 7.09 Authority to Sign
Developer hereby represents that each person executing this Agreement on behalf of Developer has full authority to do so and to bind Developer to perform pursuant to the terms and conditions of this Agreement.
Section 7.10 No Partnership
Nothing contained in this Agreement will be deemed or construed to create a partnership, joint venture, or any other similar relationship between the parties hereto or cause Authority to be responsible in any way for the debts or obligations of Developer or any other Person.
Section 7.11 Compliance With Law
Developer agrees to comply with all the requirements now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the development and use of the Property and the Improvements, as well as operations conduct ed thereon. The judgment of any court of competent jurisdic tion, or the admission of Developer in any action or proceeding, whether Authority be a party thereto or not, that Developer has violated any such ordinance or statute in the development and use of the Property will be conclusive of that fact as between Authority and Developer.
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Section 7.12 Binding Effect
This Agreement, and the terms, provisions, promises, covenants and conditions hereof, will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Section 7.13 Incorporation by Reference
Each of the attachments and exhibits attached hereto is incorporated herein by this reference.
Section 7.14 Counterparts
This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument.
Section 7.15 Construction and Interpretation of Agreement a. The language in all parts of this Agreement will in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any party. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm’s length and careful negotiation over a considerable period of time, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement will not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction will be utilized.
b. If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, will be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each other term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause or provision of this Agr eement that is illegal, invalid, or unenforceable, there be added as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible. c. The captions of the articles, sections and subsections herein are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument.
d. References in this instrument to this “ Agreement” mean, refer to and include this instrument as well as any riders, exhibits, addenda and attachments hereto (which are hereby 64 of 230
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incorporated herein by this reference) or other documents expressly incorporated by reference in this instrument. Any references to any covenant, condition, obligation, and/or undertaking “herein,” “hereunder,” or “pursuant hereto” (or language of like import) means , refer to, and include the covenants, obligations, and undertakings existing pursuant to this instrument and any riders, exhibits, addenda, and attachments or other documents affixed to or expressly incorporated by reference in this instrument.
e. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa, and the masculine gender includes the feminine and vice versa.
Section 7.16 Entire Agreement, Waivers and Amendments
a. This Agreement may be executed in duplicate originals each of which is deemed to be an original. This Agreement will constitute the entire understanding and agreement of the parties.
b. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Property.
c. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Authority or the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Authority and the Developer . This Agreement and any provisions hereof may be amended by mutual written agreement by the Developer and the Authority.
Section 7.17 Time for Acceptance of Agreement by Authority This Agreement, when executed by Developer and delivered to Authority, must be authorized, executed and delivered by Authority within thirty (30) days after date of signature by Developer or this Agreement may be terminated by Developer upon written notice to Authority.
Section 7.18 Effective Date
The effective date of this Agreement will be the date when this Agreement has been executed by Authority. As of the date of this Agreement, that certain Affordable Housing Acquisition Loan Agreement (Including Home Program Requirements) by and between Authority and Developer dated for reference purposes as of October 1, 1996, as amended by that certain First Amendment to Affordable Housing Acquisition Loan Agreement (Including Home Program Requirements) dated for reference purposes as of August 2, 1999 (collectively, the “ Original Agreement”) and all continuing operative documents entered in connection the Original Agreement have been terminated by the parties thereto.
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[SIGNATURES ON FOLLOWING PAGE]
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Page S-1
IN WITNESS WHEREOF, Authority and Developer have signed this Agreement as of the dates set opposite their signatures.
“AUTHORITY”
Housing Authority of the
City of Glendale
Dated: _______________, 2026 By: _____________________________ Roubik Golanian
Executive Director
APPROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Special Counsel to the Authority
By: ___________________________
Susan Apy
[SIGNATURES CONTINUE ON NEXT PAGE]
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Page S-2
“DEVELOPER”
Verdugo Housing Corporation, a California nonprofit public benefit corporation
Dated: __________, 2026 By: ____________________________ Name: ______________________
Title: ______________________
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ATTACHMENT NO. 1
LEGAL DESCRIPTION
[REDACTED]
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ATTACHMENT NO. 2
S
COPE OF DEVELOPMENT
V
erdugo Housing Corporation’s Bravo Home (formerly known as Hamilton Court) , operated by Door of Hope, serves unhoused domestic violence survivors and their children.
D
uring Phases 1 and 2 of the Project, the primary scope of work includes the structural reconfiguration of 10 existing one -bedroom units into 17 studio units. These phases require a comprehensive infrastructure overhaul to meet current building codes and accommodate increased occupancy, including the installation of a new electrical system and switchgear, HVAC, plumbing, and sewer lines. To ensure site safety and regulatory compliance, these phases also include the installation of a fire suppression system and the replacement of the perimeter security gate.
Additionally, dedicated service areas will be constructed, including case management and therapy offices, a Children’s Activity Room, and a Family Lounge and Classroom.
P
hase 3 of the Project consists of the final residential conversion, transforming the remaining 4 one-bedroom units into 8 studio units.
U
pon completion, the P roject will have increased the total facility capacity from 14 units to 25 studios. This phased development ensures the facility is equipped with updated utility systems and specialized administrative spaces, providing a functional environment that meets m unicipal standards for public safety and community support services. Occupancy and construction will be planned in a way to minimize disruption to the families that reside there. 70 of 230
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ATTACHMENT NO. 3
S
CHEDULE OF PERFORMANCE
Execution of Agreement. The Agreement is
executed and delivered to Developer by
Authority.
Within thirty (30) days after Developer delivers
a copy of the Agreement signed by Developer to
Authority.
Conditions to Closing. Developer shall satisfy all
conditions precedent to the Closing set forth in
Section 3.06 of the Agreement. .
Within forty-five (45) days following the
execution of Agreement by Authority.
Commencement of Rehabilitation. Developer
shall commence rehabilitation and development
of the Property in accordance with the
Agreement.
Within thirty (30) days after the Closing.
Completion. Completion shall occur in
accordance with the Agreement.
Within eighteen (18) months after the Closing.
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ATTACHMENT NO. 4
P
ROJECT BUDGET
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hind this page]
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Bravo Renovation Project – Sources
Funding Sources and Amounts
Glendale CHDO $683,361
Glendale HOME ARP $2,100,000
Adam SchiƯ’s OƯice $850,000
Kathryn Barger’s OƯice $200,000
DOH Reserves/New Partners $966,639
Total: Phase 1+2 $4,800,000
Glendale PLHA $781,000
DOH Capital Gift $900,000
Total: Phase 3 $1,681,000
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PH 1+2
DESCRIPTION OF WORK SCHEDULE
OF VALUES
Division 2: Site Work $530,550.53
Division 3: Structural/Concrete $137,263.57
Division 5: Metals $82,657.62
Division 6: Wood, Plastics & Composite $416,633.00
Division 7: Thermal & Moisture Protection $78,883.10
Division 8: Openings $132,599.71
Division 9: Finishes $226,641.97
Division 10: Specialties $182,891.77
Division 11: Appliances $212,826.39
Division 21: Fire Suppression $246,532.07
Division 22: Plumbing $486,278.48
Division 23: Heating, Ventilation, AC $156,423.22
Division 26: Electrical $447,849.57
Termite Work $100,000.00
Rear Structural Work $33,333.33
Consultant Engineering during CoC $26,666.67
Exterior Painting $0.00
Landscape Update $0.00
CONSTRUCTION SUBTOTAL $3,498,031.00
Contract Contingency $166,666.67
General Conditions $269,333.33
Preconstruction, Permits and Soft Costs $162,769.00
Furnishings $109,200.00
Owner Contingency $210,000.00
Overhead (4%) $192,000.00
Profit (4%) $192,000.00
GRAND TOTAL $4,800,000.00
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PH 3
DESCRIPTION OF WORK SCHEDULE
OF VALUES
Division 2: Site Work $29,288.71
Division 3: Structural/Concrete $66,136.05
Division 5: Metals $21,061.79
Division 6: Wood, Plastics & Composite $138,528.93
Division 7: Thermal & Moisture Protection $13,462.27
Division 8: Openings $43,417.70
Division 9: Finishes $130,712.96
Division 10: Specialties $56,717.47
Division 11: Appliances $42,642.08
Division 21: Fire Suppression $60,075.22
Division 22: Plumbing $172,853.08
Division 23: Heating, Ventilation, AC $60,343.89
Division 26: Electrical $253,228.85
Termite Work $0.00
Rear Structural Work $16,666.67
Consultant Engineering during CoC $13,333.33
Exterior Painting $40,000.00
Landscape Update $15,000.00
CONSTRUCTION SUBTOTAL $1,173,469.00
Contract Contingency $83,333.33
General Conditions $134,666.67
Preconstruction, Permits and Soft Costs $88,731.00
Furnishings $20,800.00
Owner Contingency $80,000.00
Overhead (3%) $50,000.00
Profit (3%) $50,000.00
GRAND TOTAL $1,681,000.00
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ATTACHMENT NO. 5
HOM
E CHDO REGULATORY AGREEMENT
[be
hind this page]
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Recording Requested by
and Whe
n Recorded Return to:
HOUSING AU
THORITY OF
THE CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attention: Director of Housing
and Community Development
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: [REDACTED] OFFICIAL BUSINESS
Do
cument entitled to free
(Govt. Code §27383)
AGREE
MENT CONTAINING HOME PROGRAM REQUIREMENTS
(24 CFR § 92.504)
(BRAVO HOME)
THE HOUS
ING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Authority”), and VERDUGO HOUSING CORPORATION, a California nonprofit public benefit corporation (“Developer”), in furtherance of regulations issued by the United States Department of Housing and Urban Development (“ HUD”) set forth in 24 CFR Part 92 (the “HOME Regulations”), hereby agree as follows as of this ____ day of ___________________, 2026.
WHER
EAS, the Authority is responsible for administering the use of certain funds made available to the City of Glendale by 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 certified as the CHDO for the Project; and
WHER
EAS, Developer is the fee owner of that certain real property (the “Property ”) described in Exhibit “A” which is attached hereto and incorporated herein by this reference; and 77 of 230
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WHEREAS, the Authority a nd Developer have entered into that certain Affordable Housing Agreement dated as of ______________, 2026, as it may be amended or modified from time to time (the “AHA”), providing, among other things, for the rehabilitation and development of the Property which is improved with an existing 14-unit, transitional affordable housing project for women and their families affected by domestic violence; and W
HEREAS, pursuant to the AHA, the Authority is providing a loan of HOME Program Funds to Developer as the CHDO for the Project in the aggregate principal amount of Six Hundred Eighty-Three Thousand Three Hundred Sixty- One Dollars ($ 683,361) (the “HOME CHDO Loan”) for payment of a portion of the Development Costs of the Project; and W
HEREAS, the parties mutually desire to comply with all applicable HOME Regulations.
NOW
, THEREFORE, the Authority and Developer hereby agree as follows:
1. T
erm of this Agreement.
This Agreement will remain in effect for twenty (20) years following the date of recordation of this Agreement. It is the parties’ intent that all twenty -five (25) Units on the Property will have affordability restrictions for a period of fifty-five (55) years. Therefore, when the 20-year Term of this Agreement expires or is otherwise terminated for the HOME Units, the HOME Units shall convert and become Restricted Units under the AHA and under the Regulatory Agreement.
2. Affordable Housing Agreement .
The AHA, as it may be amended from time to time, including all the attachments appended thereto, is incorporated herein by this reference. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in the AHA.
3. Use of HOME Program Funds. 24 CFR 92.504(c)(3)(i).
The HOME Program Funds will be used exclusively for the payment of costs incurred in connection with the development of HOME Units on the Property and the rehabilitation thereon of the Project (sometimes referred to herein as the “Project Activities ”) in accordance with the AHA.
a. S
chedule. Subject to Force Majeure Delays, t he development of the Property will be accomplished within the time provided in the Schedule of Performance, which is attached to the AHA as Attachment No. 3.
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b. T asks and Budget. The tasks to be performed with the use of the HOME Program Funds are set forth in the Scope of Development and Project Budget, attached to the AHA as Attachment No. 2 and Attachment No. 4, respectively.
4. Affordability. 24 CFR 92.252; 92.504(c)(3)(ii).
a. The Property and Project will be used exclusively as affordable housing as required by the AHA and this Agreement . Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, its successors and assigns will use the Property exclusively to provide affordable housing for Very Low Income HOME Tenants in conformance with this Agreement, including common areas associated therewith. No change in the use of the Property will be permitted without the prior written approval of the Authority.
b. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that four (4) HOME Units will be made available to and occupied by Very Low Income HOME Tenants at HOME Rents as set forth herein. The HOME Units must be operated in accordance with the following requirements:
i. I
ntentionally Omitted.
ii. The HOME Units will be designated as floating units. Prior to lease- up of the Project, Developer must identify the street address and unit number of the Units that will be operated as HOME Units. Proposed changes to such Units must be approved in advance by the Authority. Each substituted U nit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME Units.
iii. Rent for the HOME Units shall not exceed HOME Rents. “ Home Rents” means maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by HOME Unit households which 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. T
he 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 79 of 230
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under the Federal or State project-b ased rental subsidy program. i
v. Intentionally Omitted.
v. C
hanges in Income and Over Income Households: A qualifying household whose annual income at the time of recertification is above 50 percent of median income for the area but below 80 percent of median income for the area must pay the rent specified in 24 CFR 92.252(a).
vi
. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.
v
ii. HOME Rents shall not exceed the maximum rent limits provided by HUD at the date of initial occupancy and will be adjusted periodically thereafter in accordance with 24 CFR part 92.252(f) and (g).
v
iii. Rents for the HOME Units will remain affordable pursuant to this Agreement for the term set forth in Section 1 of this Agreement. c. F
ailure to comply with the affordability requirements of this Agreement is an event of default under the terms of the HOME CHDO Loan , HOME ARP Loan, and PLHA Loan. Pursuant to the HOME CHDO Note evidencing the HOME CHDO Loan, subject to the right to cure, the HOME CHDO Loan , the HOME ARP Loan, and the PLHA Loan will be due and payable immediately if the rents for HOME Units do not meet the affordability requirements of this Agreement.
d. All income calculations required for income determinations must use the annual income definition in 24 CFR 5.609 in accordance with the requirements of 24 CFR
92.203(a)(1).
5. Project Requirements. 24 CFR 92 Subpart F (92.250 - 92.258).
Developer will comply with all applicable requirements set forth in Subpart F of the HOME Regulations, as provided elsewhere in this Agreement and also including the following:
a. M
aximum Per-Unit Subsidy. 24 CFR 92.250. The amount of the HOME CHDO Loan may not exceed the per unit dollar limits established by HUD pursuant to section 221(d)(3)(ii) of the National Housing Act, as implemented in regulations issued by HUD, 24 CFR 221.514(b)(1) and (c). These provisions do not apply to this Project as to the HOME ARP Units. 80 of 230
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b. P roperty Standards. 24 CFR 92.251; 24 CFR 92.504 (c)(3)(iv). i. The development and maintenance of the Property will comply with the City’s building code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances in effect at the time of project completion, and the Property will be decent, safe and sanitary will conform to the following codes that have been adopted by the City of Glendale: Uniform Building Code (UBC) as adopted by the State of California (California Building Code [Title 24 Part 2], National Electrical Code (NEC), Uniform Plumbing Code (UPC), Uniform Mechanical Code (UMC) and California Energy Code (CEC). ii. The Property will comply with the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and, if applicable, the design and construction requirements at 24 CFR 100.205 for covered multifamily dwellings, as defined at 24 CFR 100.201, which implements the Fair Housing Act (42 U.S.C. 3601-3619).
iii. The Project will comply with the lead -based paint standards in Section 92.355. Housing assisted with HOME Program F unds constitutes HUD -associated housing for the purpose of Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Section 4821, et seq.) and is, therefore, subject to 24 Code of Federal Regulations Part 35. Accordingly, and pursuant to Section 92.355 of the Regulations, Developer hereby agrees to and will be responsible for testing and abatement activities specified in the Lead -Based Paint Poiso ning Prevention Act and the regulations set forth at 24 Code of Federal Regulations Part 25 with respect to the construction of the Property.
c. Tenant Protections. 24 CFR 92.253. The Developer will comply with the tenant protection provisions of 24 CFR 92.253.
d. Termination of Tenancy. 24 CFR 92.253(c). Developer, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant, except (i) for serious or repeated violation of the terms and conditions of the lease; (ii) for violation of applicable federal, state, or local law; or (iii) for other good cause. Pursuant to 24 C.F.R. 92.253(c), any termination or refusal to renew must be preceded by not less than 30 days by the Developer’s service upon the tenant of a written notice specifying the grounds for the action. e. Converting Rental Units to Homeownership Units for Existing Tenants. 24 CFR 92.255. Conversion of rental units to homeownership units will not be permitted. f. Faith Based Activities. 24 CFR 92.257. Developer will comply with the restrictions on the use of HOME Program Funds for faith based activities as set forth in Section
92.257. Developer hereby certifies that HOME Program Funds will not be used for the acquisition, construction or rehabilitation of structures to the extent that those structures are used for inherently 81 of 230
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religious activities. Developer will u se the HOME Program Funds for the construction of structures only to the extent the structures are used for conducting eligible activities under 24 CFR Part 92.
g. Affirmative Marketing Requirements. 24 CFR 92.351; 92.504(c)(3)(v) .
Prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing plan for renting the U nits. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351.
6. Records and Reports. 24 CFR 92.504(c)(3)(vi); 92.508; 92.61.
To assist the Authority in meeting its recordkeeping and reporting requirements, Developer will prepare, maintain and submit to the Authority, as appropriate, the following records and reports:
a. R
ecords which demonstrate that the Property meets the property standards described in Section 5.b;
b. Records which demonstrate, in accordance with 24 CFR 92.203, that each family occupying a HOME Unit is eligible in accordance with this Agreement; c. Records which demonstrate that the Property meets the affordability and income targeting requirements of 24 CFR 92.252 for the Term of this Agreement. Records will be kept for each family in a HOME Unit;
d. Records which demonstrate that each lease for a HOME Unit complies with the tenant protections specified in 24 CFR 92.253;
e. Equal opportunity and fair housing records, including, as applicable:
i. data on the extent to which each racial and ethnic group and single- headed household (by gender of household head) have applied for, participated in, or benefitted from, any program or activity funded in whole or in part with HOME Program Funds; ii. documentation of actions undertaken to meet the requirements of 24 CFR Part 75 which implements section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u);
iii. documentation of actions taken to affirmatively further fair housing with respect to the Project;
f. Affirmative Marketing and MBE/WBE records, including, as applicable:
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i. r ecords documenting compliance with the affirmative marketing procedures and requirements of 24 CFR 92.351;
ii. documentation and data on the steps taken by Developer to implement the Authority’s outreach programs to minority- owned and female -owned businesses including data indicating the racial/ethnic or gender character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with HOME Program Funds, the amount of the contract or subcontract, and documentation of the Developer’s affirmative steps to assure that minority business and women’s business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services;
iii. records which demonstrate compliance with the requirements of 24 CFR 92.353 relating to displacement, relocation and real property acquisition, including project occupancy lists identifying the name and address of all persons occupying or moving into the Property on and after the date on which Developer obtained site control; iv. records demonstrating compliance with the labor requirements of 24 CFR 92.354, including contract provisions and payroll records; g. R ecords which support any exceptions to the conflict of interest prohibition of 24 CFR 92.356.
h. D ebarment and suspension certifications required by 24 CFR Parts 24 and
91. i. Records, data and documentation as required for the Authority’s performance of its reporting obligations under the Federal Funding Accountability and Transparency Act of 2006 (FFATA), to the full est extent applicable to the Project, which may include but is not necessarily limited to reporting of executive compensation received by executives of Developer and/or executives of Developer’s partners or members and/or executives of partners or members of any of Developer’s partners or members.
7. Retention and Inspection of Records. 24 CFR 92.504(c) & (d). a. Developer will retain all books and records relevant to the Project for a minimum of five years after the project completion date, except that records of individual tenant income verifications, project rents and project inspections will be retained for the most recent five year period until five years after the affordability period terminates. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, records must be retained until the completion of the action 83 of 230
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and resolution of all issues which arise from it, or until the end of the required period, whichever is
later.
b. The Authority, HUD, and the Comptroller General of the United States, and any of their representatives, will have the right of access to any pertinent books, documents, papers or other records of the Developer, in order to make audits, examinations, excerpts and transcripts.
8. Enforcement of the Agreement. 24 CFR 92.504(c)(3)(vii).
The AHA and all of its attachments, will be enforceable by the Authority in accordance with the terms thereof. Each of the AHA, this Agreement, the HOME CHDO Note, the HOME ARP Note, the PLHA Note, and the Authority Deed of Trust provide a means of enforcement if the Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, deed restrictions and covenants running with the land. Developer hereby agrees that specific enforcement of its obligations contained herein is the only means by which the Authority may fully obtain the benefits of this Agreement, and Developer therefore agrees to the imposition of the remedy of specific performance against it in the case of uncured default by Developer hereunder.
Provided however, the rights and remedies of the Agency are cumulative, and the exercise by the Agency of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by Owner. Failure to comply with the requirements of this Agreement is an event of default under the terms of the HOME CHDO Note, the HOME ARP Note, the PLHA Note, and the Authority Deed of Trust. Notwithstanding anything to the contrary stated herein, a breach of this Agreement by Developer or its successors and assigns will in no way defeat, invalidate or impair the obligation or priority of any mortgage or deed of trust encumbering the Property.
F
ailure or delay by Developer to perform a material term or provision of this Agreement constitutes a default under this Agreement. The Authority will give written notice of default to Developer at the address set forth below, specifying the default complained of by the Authority. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default. Failures or delays by the Authority in asserting its rights and remedies as to a default will not operate as a waiver of default or of such rights or remedies. Delays by the Authority in asserting its rights and remedies will not deprive the Authority of its right to institute and maintain actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies.
I
f a monetary event of default occurs under the terms of this Agreement , prior to exercising its remedies hereunder, the Authority will give Developer written notice of such default. Developer will have ten (10) calendar days after the notice of default is received or deemed received to cure the default prior to exercise of remedies by the Authority under this Agreement.
If a
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its remedies hereunder, the Authority will give Developer w ritten notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Developer will have such period to effect a cure prior to exercise of remedies by the Authority under this Agreement. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Developer will have such additional time as is reasonably necessary to cure the default prior to the Authority’s exercise of remedies. In no event will Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Authority Executive Director or designee.
A
notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; a notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), will be deemed received on the documented date of receipt by Developer ; and a notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof. Notices will be sent to the following addresses:
T
o Authority:
HOUS
ING AUTHORITY OF
THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
W
ith a copy to: CITY OF GLENDALE
City Attorney’s Office
613 E. Broadway
Suite 220
Glendale, California 91206
Attention: City Attorney
To
Developer:
V
erdugo Housing Corporation
221 E. Walnut St.
Suite 112
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Pasadena, CA 91101
A
ttn: Executive Director
9. R
equests for Disbursement of Funds. 24 CFR 92.504(c)(3)(viii).
Developer will not request disbursement of HOME Program F unds until the funds are needed to pay eligible costs. The amount of each disbursement request will be limited to the amount needed.
The Authority will have the right to disapprove any request if the Authority determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the AHA and this Agreement.
10. D
uration of Agreement. 24 CFR 92.504(c)(3)(ix).
The Agreement will remain in effect for the period of affordability set forth in Section 1 of this Agreement.
11. Other Program Requirements. 24 CFR 92, Subpart H (92.350 - 92.358).
Developer will comply with all applicable federal requirements set forth in Subpart H of the HOME regulations, including the following:
a. O
ther Federal Requirements and Nondiscrimination. 24 CFR 92.350 .
Developer acknowledges that 24 CFR 92.350 provides that the Federal requirements set forth in 24 CFR Part 5, subpart A, are applicable to participants in the HOME Program, and that these Federal requirements include the following:
i. Nondiscrimination and Equal Opportunity.
ii. Civil Rights, Fair Housing, and Age and Disability Discrimination Acts Assurances: During the performance of the AHA, Developer will assure that no otherwise qualified person will be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, national origin, sex, actual or perceived sexual orientation, gender identity, marital status, age, handicap, religion, religious preference or source of income (including but not limited to Section 8 Rent al Assistance, Temporary Assistance for Needy Families (TANF), Supplemental Security Income (SSI), Social Security Disability Insurance (SSDI) or earnings from seasonal employment), under any program or activity funded by this Agreement, as required by state law, the Fair Housing Act (42 U.S.C. 3601- 19) and implementing regulations at 24 CFR part 100 et seq., Executive Order 11063 as amended by Executive Order 12259 (3 CFR, 1959-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing Programs) and implementing regulations at 24 CFR part 107, title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d- 2000d-4) (Nondiscrimination in Federally Assisted Programs) and implementing regulations at 24 CFR part 1, the Age Discrimination Act of 1975 86 of 230
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(42 U.S.C. 6101- 6107) and implementing regulations at 24 CFR part 146, section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 CFR part 8, Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. iii. Training, Employment, and Contracting Opportunities Assurance of Compliance: The Project Activities to be performed under the Agreement are on a project assisted under a program providing direct federal financial assistance from HUD which is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (“Section 3”), and the regulations issued by HUD to implement Section 3 (24 CFR Part 75) (the “Section 3 Regulations”). Pursuant to 24 CFR 75.3, the requirements of the Section 3 Regulations apply to the recipient of such financial assistance only where the amount of federal assistance exceeds $200,000, and apply to a contractor or subcontractor of such recipient only where the amount of assist ance exceeds $200,000 and the amount of the contract or subcontrac t exceeds $100,000. Developer will provide, to the greatest extent feasible, training, employment and contracting opportunities generated by the financial assistance to low - and very-low income persons and business concerns owned by low- or very-low income persons, or which employ low- or very-low income persons.
iv. MBE/WBE Affirmative Action Outreach Program: Developer hereby agrees to comply with the Authority’s minority and women business outreach program in accordance with Executive Order 11625, as amended by Executive Order 12007 (3 CFR, 1971- 1975 Comp., p. 616 and 3 CFR, 1977 Comp., p. 139) (Minority Business Enterprises); Executive Order 12432 (3 CFR, 1983 Comp., p. 198) (Minority Business Enterprise Development); and Executive Order 12138, as amended by Executive Order 12608 (3 CFR, 1977 Comp., p. 393 and 3 CFR, 1987 Comp., p. 245) (Women’s Business Enterprise). v. Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 CFR Part 87; and the requirements for funding competitions established by the Housing and Urban Development Reform Act of 1989 (42 U.S.C. 3531 et seq.).
vi. Debarred, Suspended or Ineligible Contractors. The prohibitions at 24 CFR Part 24 on the use of debarred, suspended or ineligible contractors. vii. Drug-free Workplace. The Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et seq.) and HUD’s implementing regulations at 24 CFR Part 24. b. Affirmative Marketing. 24 CFR 92.351. Developer will comply with the Authority’s Affirmative Marketing requirements.
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c. D isplacement, Relocation and Acquisition. 24 CFR 92.353. Developer will carry out relocation activities in conformance with the relocation plan approved by the Authority and will certify that it has complied with the federal relocation, displacement and acquisition rules governing the HOME Program, which are contained in the Uniform Relocation Act, 49 CFR Part 24, and applicable program regulations. 24 CFR Section 92.353 requires that tenants who are displaced from housing units demolished or converted a s a result of HOME Program funded activities be provided with relocation assistance.
d. Labor. 24 CFR 92.354. The Project will comply with the labor requirements in 92.354.
e. Lead -based Paint. 24 CFR 92.355. The Property will comply with the lead- based paint standards in 92.355, as provided in Section 5.b, above. f. Conflict of Interest. 24 CFR 92.356.
i. Interest of Employees, Officers and Officials. No employee, agent, consultant, officer or elected official or appointed official of the Authority, or employee, agent, consultant or officer of Developer, and no other public official of the Authority who exercises any functions or responsibilities with respect to the activities assisted with HOME Program F unds or who are in a position to participate in a decision making process or gain inside information with regard to these activities, during their tenure and for one year thereafter, may obtain a financial interest or benefit from a HOME Program assisted activity or have an interest in any contract or subcontract, or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties. Developer will incorporate, or cause to be incorporated, in all such contractors or subcontracts a provision prohibiting such interest pursuant to the purposes of this Section. Fulfillment of “sweat equity” obligations as defined in Section 8201 of the HOME Regulations will not be considered a violation of this prohibition. ii. Prohibition Against Occupying HOME Units . No officer, employee, agent, official or consultant of Developer may occupy a HOME Unit. iii. Consultant Activities. 24 CFR 92.358. No person providing consultant services in an employer-employee type relationship will receive more than a reasonable rate of compensation for personal services paid for with HOME Program F unds. In no event, however, will such compensation exceed the limits in effect under the provisions of any applicable statute (e.g., annual HUD appropriations acts which have set the limit at the equivalent of the daily rate paid for Level IV of the Executive Schedule). Such servi ces will be evidenced by written agreements between the parties which detail the responsibilities, standards and compensation.
Consultant services provided under an independent contractor relationship are not subject to the compensation limitation of Level IV of the Executive Schedule. 88 of 230
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12. L obbying Prohibition. 24 CFR 91.225.
Developer hereby certifies to the Authority, under penalty of perjury, under the terms of applicable federal law, that at all applicable times before, during and after the term of this Agreement:
a. N
o Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; and
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, Developer will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. Developer will require that the above stated language in paragraphs a. and b. be included in the award documents for all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and cooperative agreements concerning the subject matter of this Agreement; and
d. Further, Developer and all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and cooperative agreements concerning the subject matter of this Agreement, at all times, will certify compliance with the provisions of 31 U.S.C. §1352 and any and all terms and conditions of the Byrd Anti-Lobbying Amendment, as amended from time to time.
13. Execution in Counterparts.
This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument. [
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURES ON FOLLOWING PAGES]
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Page S-1
I
N WITNESS WHEREOF, the Authority and the Developer have executed this Agreement.
T
HE HOUSING AUTHORITY OF THE
CITY OF GLENDALE
B
y: ____________________________
Roubik Golanian
Executive Director
AP
PROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
B
y: ________________________________
Michael J. Garcia
AP
PROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Special Counsel to the Authority
B
y: ___________________________
Susan Apy
[S
IGNATURES CONTINUE ON FOLLOWING PAGE]
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Page S-2
“D
EVELOPER”
V
erdugo Housing Corporation, a California nonprofit public benefit corporation
B
y: ____________________________
Name: ______________________
Title: ______________________
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S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 92 of 230
S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 93 of 230
Exhibit A
LEGAL DESCRIPTION OF PROPERTY
[REDACTED]
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Exhibit A – Legal Description
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Exhibit B – Affordability Requirements
E xhibit B
A
ffordability Requirements
(24 CFR 92.252; 92.504(c)(3)(iii))
D
eveloper will submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the HOME Units and on an annual basis thereafter. The Authority will review and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations.
The Authority will provide updated HUD rent limits to Developer as they become available.
D
eveloper will be responsible for ensuring that the current operative HOME rent limits in effect will be used to determine conformance with HOME affordability requirements and that each tenant recertification is conducted using current HOME rent limits to assure complia nce with HOME Regulations.
Rental rate adjustments will occur upon annual lease renewal. Any increase in rents for HOME Units is subject to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed. Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents. 95 of 230
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ATTACHMENT NO. 6
HOM
E ARP REGULATORY AGREEMENT
[be
hind this page]
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Recording Requested by
a
nd When Recorded Return to:
HOUS
ING AUTHORITY OF
THE CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attention: Director of Housing
and Community Development
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: [REDACTED] OFFICIAL BUSINESS
D
ocument entitled to free
(Govt. Code §27383)
AG
REEMENT CONTAINING HOME ARP PROGRAM REQUIREMENTS
(HOME ARP NOTICE and 24 CFR § 92.504)
(BRAVO HOME)
T
HE 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”), in furtherance of Notice CPD -21-10 Requirements for the Use of Funds in the HOME -American Rescue Plan Program issued by the United States Department of Housing and Urban Development (“HUD”) on September 13, 2021, as it may be modified, revised, amended, or supplemented from time to time (“HOME ARP Notice ”), and regulations issued by HUD set forth in 24 CFR Part 92 (the “HOME Regulations”), hereby agree as follows as of this ____ day of ___________________, 2026.
W
HEREAS, the Authority is responsible for administering the use of certain funds made available to the City of Glendale by HUD under the HOME Investment Partnerships Program (the “HOME Program”); and
W
HEREAS, the Authority is responsible for administering the use of certain 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”; and
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WH
EREAS, Developer is the fee owner of that certain real property (the “Property ”) described in Exhibit “A” which is attached hereto and incorporated herein by this reference; and WHEREAS, the Authority and Developer have entered into that certain Affordable Housing Agreement dated as of ______________, 2026, as it may be amended or modified from time to time (the “AHA”), providing, among other things, for the rehabilitation and development of the Property which is improved with an existing 14-unit, transitional affordable housing project for women and their families affected by domestic violence; and W
HEREAS, pursuant to the AHA, the Authority is providing a loan of HOME ARP Program Funds to Developer in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000) (the “ HOME ARP Loan ”), for payment of a portion of the Development Costs of the Project; and
W
HEREAS, the parties mutually desire to comply with the HOME ARP Notice and all applicable HOME Regulations.
NOW
, THEREFORE, the Authority and Developer hereby agree as follows:
1. T
erm of this Agreement.
This Agreement will remain in effect for twenty (20) years following the date of recordation of this Agreement. It is the parties’ intent that all twenty -five (25) Units on the Property will have affordability restrictions for a period of fifty-five (55) years. Therefore, when the 20-year Term of this Agreement expires or is otherwise terminated for the HOME ARP Units, the HOME ARP Units shall convert and become Restricted Units under the AHA and under the Regulatory Agreement.
2. Affordable Housing Agreement .
The AHA, as it may be amended from time to time, including all the attachments appended thereto, is incorporated herein by this reference. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in the AHA.
3. Use of HOME ARP Program Funds.
The HOME ARP Program Funds will be used exclusively for the payment of costs incurred in connection with the development of HOME ARP Units on the Property and the rehabilitation thereon of the Project (sometimes referred to herein as the “Project Activities ”) in accordance with the AHA.
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a. S chedule . Subject to Force Majeure Delays, t he development of the Property will be accomplished within the time provided in the Schedule of Performance, which is attached to the AHA as Attachment No. 3.
b. Tasks and Budget. The tasks to be performed with the use of the HOME ARP Program Funds are set forth in the Scope of Development and Project Budget , attached to the AHA as Attachment No. 2 and Attachment No. 4, respectively.
4. Affordability. 24 CFR 92.252; 92.504(c)(3)(ii) ; HOME ARP Notice. a. The Property and Project will be used exclusively as affordable housing as required by the AHA and this Agreement . Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, its successors and assigns will use the Property exclusively to provide affordable housing for the Qualifying Population, in conformance with this Agreement, including common areas associated therewith. No change in the use of the Property will be permitted without the prior written approval of the Authority.
b. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that eight (8) HOME ARP Units will made available to and occupied by a Qualifying Population at HOME ARP Rents, as set forth herein. The HOME ARP Units must be operated in accordance with the following requirements:
i. O
ne hundred percent ( 100%) of HOME ARP Program Funds used for the Project must benefit individuals and families in the Qualifying Population. ii. The HOME ARP Units will be designated as floating units. Prior to lease-up of the Project, Developer must identify the street address and unit number of the U nits that will be operated as HOME ARP Units. Proposed changes to such Units must be approved in advance by the Authority. Each substituted Unit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME ARP Unit. iii. Intentionally Omitted.
iv. Rent for the HOME ARP Units shall not exceed HOME ARP Rents. “HOME ARP Rents” means rent that meets the following requirements:
A. T
he 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. 99 of 230
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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 U nit 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. T
he 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.
E. A
qualifying household may not contribute to rent more than is affordable based on the determination of the household’s income.
F. A
household that met the definition of the Qualifying
Population at initial occupancy remains a qualifying household throughout their period of occupancy irrespective of changes in income or whether they continue to meet a Qualifying Population definition.
v. C
hanges in Income and Over-income Households. A household that met the definition of the Q ualifying Population at initial occupancy and whose annual income at the time of income re -certification is above 50 percent of median income for the area but at or below 80 percent of the median income for the area must pay the rent specified in 24 CFR
92.252(a). A qualifying household that is not low -income at the time of income re -certification (i.e., whose income is above 80 percent of the median income for the are a) must pay rent that complies with the over income regulatory requirements at 24 CFR 92.252(i)(2), which includes requirements applicable to HOME units that also have LIHTC restrictions. Income determinations for qualifying households are only for purposes of establishing a qualifying household’s rental contribution as described in Section VI.B.15 of the HOME ARP Notice and not for maintaining continued eligibility in the HOME ARP Program.
vi
. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.
v
ii. HOME ARP Rents shall not exceed the maximum rent limits provided in the HOME ARP Notice. For purposes of establishing the HOME ARP Unit household rental contribution after initial occupancy, Developer shall examine a HOME ARP Unit household’s income using 24 CFR 92.203(a)(1)(i) or (iii), starting 1 year after initial occupancy. 100 of 230
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Each year during the Term of this Agreement , D eveloper must examine the household’s annual income in accordance with any one of the options in 24 CFR 92.203(a)(1) specified by the Authority. If Developer re-examines household income through a statement and certification in accordance with 24 CFR 92.203(a)(1)(ii), Developer must examine the income of each household, in accordance with 24 CFR 92.203(a)(1)(i), every sixth year of the Term of this Agreement .
Otherwise, if Developer accepts the household’s statement and certification in accordance with 24 CFR 92.203(a)(1)(ii), Developer is not required to examine the household’s income unless there is evidence that the household’s written statement failed to completely and accurately state information about the household’s size or income.
v
iii. Rents for the HOME ARP Units will remain affordable pursuant to this Agreement for the term set forth in Section 1 of this Agreement. c. F
ailure to comply with the affordability requirements of this Agreement is an event of default under the terms of the HOME CHDO Loan , HOME ARP Loan, and PLHA Loan. Pursuant to the HOME ARP Note evidencing the HOME ARP Loan, subject to the right to cure, the HOME CHDO Loan, the HOME ARP Loan, and the PLHA Loan will be due and payable immediately if the rents for HOME ARP Units do not meet the affordability requirements of this Agreement.
d. Intentionally O mitted.
5. Project Requirements. 24 CFR 92 Subpart F (92.250 - 92.258).
Developer will comply with all applicable requirements set forth in Subpart F of the HOME Regulations, as provided elsewhere in this Agreement and also including the following:
a. M
aximum Per -Unit Subsidy. 24 CFR 92.250. These provisions do not apply to the HOME ARP Units.
b. Property Standards. 24 CFR 92.251; 24 CFR 92.504 (c)(3)(iv). i. The development and maintenance of the Property will comply with the City’s building code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances in effect at the time of project completion, and the Property will be decent, safe and sanitary will conform to the following codes that have been adopted by the City of Glendale: Uniform Building Code (UBC) as adopted by the State of California (California Building Code [Title 24 Part 2], National Electrical Code (NEC), Uniform Plumbing Code (UPC), Uniform Mechanical Code (UMC) and California Energy Code (CEC). ii. The Property will comply with the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and, 101 of 230
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if applicable, the design and construction requirements at 24 CFR 100.205 for covered multifamily dw
ellings, as defined at 24 CFR 100.201, which implements the Fair Housing Act (42 U.S.C. 3601-3619).
iii. The Project will comply with the lead -based paint standards in Section 92.355. Housing assisted with HOME ARP Program Funds constitutes HUD-associated housing for the purpose of Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Section 4821, et seq.) and is, therefore, subject to 24 Code of Federal Regulations Part 35. Accordingly, and pursuant to Section 92.355 of the Regulations, Developer hereby agrees to and will be responsible for testing and abatement activities specified in the Lead -Based Paint P oisoning Prevention Act and the regulations set forth at 24 Code of Federal Regulations Part 25 with respect to the construction of the Property.
c. Tenant Protections. 24 CFR 92.253. The Developer will comply with the tenant protection provisions of 24 CFR 92.253.
d. Termination of Tenancy. 24 CFR 92.253(c). Developer, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant, except (i) for serious or repeated violation of the terms and conditions of the lease; (ii) for violation of applicable federal, state, or local law; or (iii) for other good cause. Pursuant to 24 C.F.R. 92.253(c), any termination or refusal to renew must be preceded by not less than 30 days by the Developer’s service upon the tenant of a written notice specifying the grounds for the action. If Developer uses proceeds from the HOME ARP Loan to capitalize an operating reserve, Developer may not terminate the tenancy of or refuse to renew the lease of a HOME ARP qualifying household’s inability to pay rent during HUD’s minimum 15-year compliance period.
e. Converting Rental Units to Homeownership Units for Existing Tenants. 24 CFR 92.255. Conversion of rental units to homeownership units will not be permitted. f. Faith Based Activities. 24 CFR 92.257. Developer will comply with the restrictions on the use of HOME ARP Program Funds for faith based activities as set forth in Section 92.257. Developer hereby certifies that HOME ARP Program Funds will not be used for the acquisition, construction or rehabilitation of structures to the extent that those structures are used for inherently religious activities. Developer will use the HOME ARP Program Funds for the construction of structures only to the extent the structures are used for conducting eligible activities under 24 CFR Part 92.
g. Affirmative Marketing Requirements. 24 CFR 92.351; 92.504(c)(3)(v) .
Prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing plan for renting the U nits. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351. 102 of 230
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6. R ecords and Reports. 24 CFR 92.504(c)(3)(vi); 92.508; 92.61.
To assist the Authority in meeting its recordkeeping and reporting requirements, Developer will prepare, maintain and submit to the Authority, as appropriate, the following records and reports:
a. R
ecords which demonstrate that the Property meets the property standards described in Section 5.b;
b. Records which demonstrate, in accordance with 24 CFR 92.203, that each family occupying a HOME ARP Unit is eligible in accordance with this Agreement; c. Intentionally Omitted;
d. Records which demonstrate that each lease for a HOME ARP Unit complies with the tenant protections specified in Section VI.B.19 of the HOME ARP Notice; e. Equal opportunity and fair housing records, including, as applicable:
i. data on the extent to which each racial and ethnic group and single- headed household (by gender of household head) have applied for, participated in, or benefitted from, any program or activity funded in whole or in part with HOME ARP Program Funds; ii. documentation of actions undertaken to meet the requirements of 24 CFR Part 75 which implements section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u);
iii. documentation of actions taken to affirmatively further fair housing with respect to the Project;
f. Affirmative Marketing and MBE/WBE records, including, as applicable:
i. records documenting compliance with the affirmative marketing procedures and requirements of 24 CFR 92.351;
ii. documentation and data on the steps taken by Developer to implement the Authority’s outreach programs to minority- owned and female -owned businesses including data indicating the racial/ethnic or gender character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with HOME Program funds and HOME ARP Program Funds, the amount of the contract or subcontract, and documentation of the Developer’s affirmative steps to assure that minority business and women’s business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services;
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iii. r ecords which demonstrate compliance with the requirements of 24 CFR 92.353 relating to displacement, relocation and real property acquisition, including project occupancy lists identifying the name and address of all persons occupying or moving into the Property on and after the date on which Developer obtained site control; iv. records demonstrating compliance with the labor requirements of 24 CFR 92.354, including contract provisions and payroll records; g. R ecords which support any exceptions to the conflict of interest prohibition of 24 CFR 92.356.
h. D ebarment and suspension certifications required by 24 CFR Parts 24 and
91. i. Records, data and documentation as required for the Authority’s performance of its reporting obligations under the Federal Funding Accountability and Transparency Act of 2006 (FFATA), to the full est extent applicable to the Project, which may include but is not necessarily limited to reporting of executive compensation received by executives of Developer and/or executives of Developer’s partners or members and/or executives of partners or members of any of Developer’s partners or members.
7. Retention and Inspection of Records. 24 CFR 92.504(c) & (d). a. Developer will retain all books and records relevant to the Project for a minimum of five years after the project completion date, except that records of individual tenant income verifications, project rents and project inspections will be retained for the most recent five year period until five years after the affordability period terminates. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, records must be retained until the completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later.
b. The Authority, HUD, and the Comptroller General of the United States, and any of their representatives, will have the right of access to any pertinent books, documents, papers or other records of the Developer, in order to make audits, examinations, excerpts and transcripts.
8. Enforcement of the Agreement. 24 CFR 92.504(c)(3)(vii).
The AHA and all of its attachments, will be enforceable by the Authority in accordance with the terms thereof. Each of the AHA, this Agreement, the HOME CHDO Note, the HOME ARP Note, the PLHA Note, and the Authority Deed of Trust provide a means of enforcement if the Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, deed 104 of 230
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restrictions and covenants running with the land. Developer hereby agrees that specific e
nforcement of its obligations contained herein is the only means by which the Authority may fully obtain the benefits of this Agreement, and Developer therefore agrees to the imposition of the remedy of specific performance against it in the case of uncured default by Developer hereunder.
Provided however, the rights and remedies of the Agency are cumulative, and the exercise by the Agency of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by Owner. Failure to comply with the requirements of this Agreement is an event of default under the terms of the HOME CHDO Note, the HOME ARP Note, the PLHA Note, and the Authority Deed of Trust. Notwithstanding anything to the contrary stated herein, a breach of this Agreement by Developer or its successors and assigns will in no way defeat, invalidate or impair the obligation or priority of any mortgage or deed of trust encumbering the Property.
F
ailure or delay by Developer to perform a material term or provision of this Agreement constitutes a default under this Agreement. The Authority will give written notice of default to Developer at the address set forth below, specifying the default complained of by the Authority. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default. Failures or delays by the Authority in asserting its rights and remedies as to a default will not operate as a waiver of default or of such rights or remedies. Delays by the Authority in asserting its rights and remedies will not deprive the Authority of its right to institute and maintain actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies.
I
f a monetary event of default occurs under the terms of this Agreement , prior to exercising its remedies hereunder, the Authority will give Developer written notice of such default. Developer will have ten (10) calendar days after the notice of default is received or deemed received to cure the default prior to exercise of remedies by the Authority under this Agreement.
If a
non-monetary event of default occurs under the terms of this Agreement, prior to exercising its remedies hereunder, the Authority will give Developer written notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Developer will have such period to effect a cure prior to exercise of remedies by the Authority under this Agreement. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Developer will have such additional time as is reasonably necessary to cure the default prior to the Authority’s exercise of remedies. In no event will Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Authority Executive Director or designee.
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A notice of default that is transmitted by electronic facsimile transmission followed by delivery of a
“hard” copy, will be deemed delivered upon its transmission; a notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), will be deemed received on the documented date of receipt by Developer ; and a notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof. Notices will be sent to the following addresses:
T
o Authority:
HOUS
ING AUTHORITY OF
THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
W
ith a copy to: CITY OF GLENDALE
City Attorney’s Office
613 E. Broadway
Suite 220
Glendale, California 91206
Attention: City Attorney
To
Developer:
V
erdugo Housing Corporation
221 E. Walnut St.
Suite 112
Pasadena, CA 91101
Attn: Executive Director
9. R
equests for Disbursement of Funds. 24 CFR 92.504(c)(3)(viii).
Developer will not request disbursement of HOME ARP Program Funds until the funds are needed to pay eligible costs. The amount of each disbursement request will be limited to the amount needed. The Authority will have the right to disapprove any request if the Authority determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the AHA and this Agreement.
10. D
uration of Agreement. 24 CFR 92.504(c)(3)(ix).
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The Agreement will remain in effect for the period of affordability set forth in Section 1 of this A
greement.
11. Other Program Requirements. 24 CFR 92, Subpart H (92.350 - 92.358).
Developer will comply with all applicable federal requirements set forth in Subpart H of the HOME regulations, including the following:
a. O
ther Federal Requirements and Nondiscrimination. 24 CFR 92.350 .
Developer acknowledges that 24 CFR 92.350 provides that the Federal requirements set forth in 24 CFR Part 5, subpart A, are applicable to participants in the HOME ARP Program, and that these Federal requirements include the following:
i. Nondiscrimination and Equal Opportunity.
ii. Civil Rights, Fair Housing, and Age and Disability Discrimination Acts Assurances: During the performance of the AHA, Developer will assure that no otherwise qualified person will be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, national origin, sex, actual or perceived sexual orientation, gender identity, marital status, age, handicap, religion, religious preference or source of income (including but not limited to Section 8 Rent al Assistance, Temporary Assistance for Needy Families (TANF), Supplemental Security Income (SSI), Social Security Disability Insurance (SSDI) or earnings from seasonal employment), under any program or activity funded by this Agreement, as required by state law, the Fair Housing Act (42 U.S.C. 3601- 19) and implementing regulations at 24 CFR part 100 et seq., Executive Order 11063 as amended by Executive Order 12259 (3 CFR, 1959-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing Programs) and implementing regulations at 24 CFR part 107, title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d- 2000d-4) (Nondiscrimination in Federally Assisted Programs) and implementing regulations at 24 CFR part 1, the Age Discrimination Act of 1975 (42 U.S.C. 6101- 6107) and implementing regulations at 24 CFR part 146, section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 CFR part 8, Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. iii. Training, Employment, and Contracting Opportunities Assurance of Compliance: The Project Activities to be performed under the Agreement are on a project assisted under a program providing direct federal financial assistance from HUD which is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (“Section 3”), and the regulations issued by HUD to implement Section 3 (24 CFR Part 75) (the “Section 3 Regulations”). Pursuant to 24 CFR 75.3, the requirements of the Section 3 Regulations apply to the recipient of such financial assistance only where the amount of federal 107 of 230
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assistance exceeds $200,000, and apply to a contractor or subcontractor of such recipient only w
here the amount of assistance exceeds $200,000 and the amount of the contract or subcontrac t exceeds $100,000. Developer will provide, to the greatest extent feasible, training, employment and contracting opportunities generated by the financial assistance to low - and very-low income persons and business concerns owned by low- or very-low income persons, or which employ low- or very-low income persons.
iv. MBE/WBE Affirmative Action Outreach Program: Developer hereby agrees to comply with the Authority’s minority and women business outreach program in accordance with Executive Order 11625, as amended by Executive Order 12007 (3 CFR, 1971- 1975 Comp., p. 616 and 3 CFR, 1977 Comp., p. 139) (Minority Business Enterprises); Executive Order 12432 (3 CFR, 1983 Comp., p. 198) (Minority Business Enterprise Development); and Executive Order 12138, as amended by Executive Order 12608 (3 CFR, 1977 Comp., p. 393 and 3 CFR, 1987 Comp., p. 245) (Women’s Business Enterprise). v. Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 CFR Part 87; and the requirements for funding competitions established by the Housing and Urban Development Reform Act of 1989 (42 U.S.C. 3531 et seq.).
vi. Debarred, Suspended or Ineligible Contractors. The prohibitions at 24 CFR Part 24 on the use of debarred, suspended or ineligible contractors. vii. Drug-free Workplace. The Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et seq.) and HUD’s implementing regulations at 24 CFR Part 24. b. Affirmative Marketing. 24 CFR 92.351. Developer will comply with the Authority’s Affirmative Marketing requirements.
c. Displacement, Relocation and Acquisition. 24 CFR 92.353. Developer will carry out relocation activities in conformance with the relocation plan approved by the Authority and will certify that it has complied with the federal relocation, displacement and acquisition rules governing the HOME Program and the HOME ARP Program, which are contained in the Uniform Relocation Act, 49 CFR Part 24, and applicable program regulations. 24 CFR Section 92.353 requires that tenants who are displaced from housing units demolished or converted as a result of HOME ARP funded activities be provided with relocation assistance. d. Labor. 24 CFR 92.354. The Project will comply with the labor requirements in 92.354.
e. Lead -based Paint. 24 CFR 92.355. The Property will comply with the lead- based paint standards in 92.355, as provided in Section 5.b, above. 108 of 230
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f. C onflict of Interest. 24 CFR 92.356.
i. Interest of Employees, Officers and Officials. No employee, agent, consultant, officer or elected official or appointed official of the Authority, or employee, agent, consultant or officer of Developer, and no other public official of the Authority who exercises any functions or responsibilities with respect to the activities assisted with HOME ARP Program Funds or who are in a position to participate in a decision making process or gain inside information with regard to these activities, during their tenure and for one year thereafter, may obtain a financial interest or benefit from a HOME ARP assisted activity or have an interest in any contract or subcontract, or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties. Developer will incorporate, or cause to be incorporated, in all such contractors or subcontracts a provision prohibiting such interest pursuant to the purposes of this Section. Fulfillment of “sweat equity” obligations as defined in Section 8201 of the HOME regulations will not be considered a violation of this prohibition. ii. Prohibition Against Occupying HOME ARP Units. No officer, employee, agent, official or consultant of Developer may occupy a HOME ARP Unit. iii. Consultant Activities. 24 CFR 92.358. No person providing consultant services in an employer-employee type relationship will receive more than a reasonable rate of compensation for personal services paid for with HOME ARP Program Funds. In no event, however, will such compensation exceed the limits in effect under the provisions of any applicable statute (e.g., annual HUD appropriations acts which have set the limit at the equivalent of the daily rate paid for Level IV of the Executive Schedule). Such s ervices will be evidenced by written agreements between the parties which detail the responsibilities, standards and compensation.
Consultant services provided under an independent contractor relationship are not subject to the compensation limitation of Level IV of the Executive Schedule.
12. Lobbying Prohibition. 24 CFR 91.225.
Developer hereby certifies to the Authority, under penalty of perjury, under the terms of applicable federal law, that at all applicable times before, during and after the term of this Agreement:
a. N
o Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; and
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b. I f any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, Developer will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. Developer will require that the above stated language in paragraphs a. and b. be included in the award documents for all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and cooperative agreements concerning the subject matter of this Agreement; and
d. Further, Developer and all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and cooperative agreements concerning the subject matter of this Agreement, at all times, will certify compliance with the provisions of 31 U.S.C. §1352 and any and all terms and conditions of the Byrd Anti-Lobbying Amendment, as amended from time to time.
13. Execution in Counterparts.
This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument. [
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURES ON FOLLOWING PAGES]
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Page S-1
I
N WITNESS WHEREOF, the Authority and the Developer have executed this Agreement as of the date first written above.
T
HE HOUSING AUTHORITY OF THE
CITY OF GLENDALE
B
y: ____________________________
Roubik Golanian
Executive Director
AP
PROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
B
y: ________________________________
Michael J. Garcia
AP
PROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Special Counsel to the Authority
B
y: ___________________________
Susan Apy
[S
IGNATURES CONTINUE ON FOLLOWING PAGE]
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Page S-2
“D
EVELOPER”
V
erdugo Housing Corporation, a California nonprofit public benefit corporation
B
y: ____________________________
Name: ______________________
Title: ______________________
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S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 113 of 230
S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 114 of 230
Exhibit A
LEGAL DESCRIPTION OF PROPERTY
[REDACTED]
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Exhibit A – Legal Description
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Exhibit B – Affordability Requirements
E xhibit B
A
ffordability Requirements
(24 CFR 92.252; 92.504(c)(3)(iii))
D
eveloper will submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the HOME ARP Units and on an annual basis thereafter. The rent limits for the HOME ARP Units include the rent plus the utility allowance established pursuant to Section VI.B.13.d of the HOME ARP Notice. The Authority will review and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations.
The Authority will provide updated HUD rent limits to Developer as they become available.
D
eveloper will be responsible for ensuring that the current operative HOME ARP rent limits in effect will be used to determine conformance with HOME ARP affordability requirements and that each tenant recertification is conducted using current HOME ARP rent limits to assure compliance with the HOME ARP Notice.
Rental rate adjustments will occur upon annual lease renewal. Any increase in rents for HOME ARP Units is subject to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed. Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents. 116 of 230
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ATTACHMENT NO. 7
R
EGULATORY AGREEMENT
[be
hind this page]
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Recording Requested by
and When Recorded Return to:
HOUS
ING AUTHORITY OF
THE CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attention: Director of Housing
and Community Development
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: [REDACTED] OFFICIAL BUSINESS
D
ocument entitled to free
(Govt. Code §27383)
RE
GULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE
COVENANTS
(BRAVO HOME)
THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (“Agreement”) is entered into as of ______________________, 2026 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 (“Owner”), as follows:
RE
CITALS
A. O
wner is the fee owner of that certain real property (the “Property ”), which is legally described in Exhibit “A” attached hereto and incorporated herein by reference.
B. A
uthority and Owner have entered into that certain Affordable Housing Agreement dated as of ______________, 2026, as it may be amended or modified from time to time (the “Affordable Housing Agreement ”), providing, among other things, for the rehabilitation and development of the Property which is improved with an existing 14- unit, transitional affordable housing project for women and their families affected by domestic violence. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in t he Affordable Housing Agreement.
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C. Pursuant to the Affordable Housing Agreement, the Authority is providing a loan of PLHA Program Funds to Owner in the aggregate principal amount of Seven Hundred Eighty- One Thousand Dollars ($ 781,000) (the “ PLHA Loan”) for payment of a portion of the Development Costs of the Project.
D. I
n accordance with the Permanent Local Housing Allocation Program Guidelines adopted by the California Department of Housing and Community Development (“ HCD”) with regard to the use of the PLHA Program Funds , Authority and Owner enter into this Agreement which imposes income and affordability requirements.
E. T
he Authority has agreed to make the PLHA Program Funds available for the Project on the condition that the Property be maintained and operated in accordance with Health and Safety Code Section 50470 and guidelines promulgated thereunder, and in accordance with restrictions concerning affordability, operation, and maintenance of the Property, as specified in this Agreement.
F. P
ursuant to the Affordable Housing Agreement, the Authority is also providing Owner the HOME CHDO L oan and the HOME ARP Loan for payment of a portion of the Development Costs of the Project, and Owner and Authority are entering into that certain Agreement Containing HOME Program Requirements recorded concurrently herewith, as it may be amended, implemented, or modified from time to time (“ HOME CHDO Regulatory Agreement”) and that certain Agreement Containing HOME ARP Program Requirements between recorded concurrently herewith, as it may be amended, implemented, or modified from time to time (“HOME ARP Regulatory Agreement”).
G. In c
onsideration of receipt of the financial assistance of the PLHA Program Funds to the Project and the HOME CHDO Loan and the HOME ARP Loan, Owner has further agreed to observe all the terms and conditions set forth below.
H. O
wner is willing to impose the conditions, covenants, restrictions and agreements set forth in this Agreement upon the ownership and operation of the Property and the Project that will bind the Property, the Project, Owner and Owner’s successors and assigns.
TH
EREFORE, the Authority and the Owner hereby agree as follows.
A
RTICLE 1 DEFINITIONS
1.1 Definitions
Wh
en used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1.
(
a) “Affordable Housing Agreement” means that certain Affordable Housing 119 of 230
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Agreement entered into by and between Authority and Owner dated as of ____________________, 2026, as it may be amended or modified from time to time.
(b
) “Area Median Income” means t he median gross income for Los Angeles County as determined by the Secretary of the Treasury of the United States for purposes of Section 42 of the Internal Revenue Code of 1986, and any related regulations published from time to time by TCAC.
(c) “Authority Assisted Unit” means the four (4) U nits restricted pursuant to Section
2.1.a below that have been assisted using PLHA Program Funds. (d
) “Deed of Trust ” means the deed of trust to the Authority recorded against the Property which secures the promissory note evidencing the PLHA Loan and the performance of the Affordable Housing Agreement and this Agreement. (
e) “Low Income Household” means an individual or household with a household income equal to or less than sixty percent (60%) of the then current Area Median Income, adjusted for family size appropriate for the Unit, as published from time to time by TCAC.
(f) “L
ow Income Rent” means the maximum allowable rent for an Authority Assisted Unit or a Restricted Unit pursuant to Section 2.2 below. (g
) “MHP Guidelines” means the Multifamily Housing Program Final Guidelines effective June 19, 2019, as the same may be amended or modified from time to time.
(h
) “PLHA Guidelines” means the Permanent Local Housing Allocation Final Guidelines dated October 2019, as the same may be amended or modified from time to time.
(i
) “PLHA Loan” means all funds loaned to the Owner by the Authority pursuant to the Affordable Housing Agreement from PLHA Program Funds. (j
) “Rent” means the same as “gross Rent,” as defined in the Internal Revenue Code (26 USC 42(g)(2)(B). It includes all mandatory charges, other than deposits, paid by the tenant for the use and occupancy of a n Authority Assisted Unit or a Restricted Unit, plus a utility allowance established in accordance with TCAC Regulations. For units assisted under the U.S. Department of Housing and Urban Development (HUD) Section 8 or similar rental subsidy program, Rent includes only the tenant contribution portion of the contract rent. 120 of 230
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(k) “Standard Agreement” means Standard Agreement No. 22- PLHA-17779 by and between HCD and the Authority signed by HCD on June 29, 2023, as the same may be amended or modified from time to time.
(l) “TCAC” means the California Tax Credit Allocation Committee, established by Revenue and Taxation Code Section 18410.2.
(m
) “Tenant” means a household occupying an Authority Assisted Unit or a Restricted Unit.
(n
) “Term” means the term of this Agreement, which shall commence on the date of this Agreement and shall continue for 55 years after the date of recordation of this Agreement. These deed restrictions and covenants running with the land shall remain in force, without regard to the term of any mortgage or the transfer of ownership by the Owner or any subsequent Owner, commencing on the date of this Agreement.
(o
) “Unit” means each of the twenty -five (25) housing units developed or to be developed on the Property. “Units” means collectively all of the twenty- five (25) Units.
(p
) “Utilities Allowance” means an allowance for utilities services costs as established from time to time by the Authority.
A
RTICLE 2
AF
FORDABILITY AND OCCUPANCY COVENANTS
Own
er covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property, Project, or any part thereof) that Owner, its successors and assigns will use the Property and Project exclusively to provide affordable housing as set forth in this Agreement.
2.1 Income and Occupancy Requirements.
(a) Authority Assisted Units. Four (4) Units shall be rented to and occupied by or, if vacant, available for occupancy by Low Income Households at Low Income Rent, and shall be provided in a manner that complies with the PLHA Guidelines (the “Authority Assisted Units”).
(b) Restricted Units. It is the parties’ intent that all twenty -five (25) Units on the Property will have affordability restrictions for a period of fifty-five (55) years. Four (4) Units shall be the Authority Assisted Units under this Agreement. The remaining twenty-one (21) Units shall be allocated as follows:
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(1
) During the 20-year term of the HOME Regulatory Agreement, the four (4) HOME Units shall be subject to the terms of the HOME Regulatory Agreement. When the 20-year term of the HOME Regulatory Agreement expires or is otherwise terminated , the HOME Units shall convert and become Restricted Units under the Affordable Housing Agreement and under the Regulatory Agreement;
(2
) During the 20-year term of the HOME ARP Regulatory Agreement, the eight (8) HOME ARP Units shall be subject to the terms of the HOME ARP Regulatory Agreement. When the 20 -year term of the HOME ARP Regulatory Agreement expires or is otherwise terminated, the HOME ARP Units shall convert and become Restricted Units under the Affordable Housing Agreement and under the Regulatory Agreement; and (3
) The remaining nine (9) Units of the twenty- five (25) Units shall be a Restricted Unit under the Affordable Housing Agreement and under this Agreement.
The Restricted Units shall be rented to and occupied by or, if vacant, available for occupancy by Low Income Households at Low Income Rent.
2.2 Allowable Rent
(a) Affordability Requirements. Low Income Rent for the Authority Assisted Units and the Restricted Units shall meet the following affordability requirements and, as to the Authority Assisted Units only, in a manner that complies with the PLHA Guidelines : as to both the Authority Assisted Units and the Restricted Units, maximum allowable rent shall be a gross monthly rent that does not exceed the maximum monthly rent for an individual or household with a household income equal to sixty percent (60%) of the then current Area Median Income, adjusted for family size appropriate for the Unit, as published by from time to time by TCAC (this is “PLHA Rents” for the Authority Assisted Units as referenced in the Affordable Housing Agreement and “Restricted Rents” for to the Restricted Units as referenced in the Affordable Housing Agreement). (b) Rent must comply with the MHP Guidelines Section 7312 and the MHP Guidelines Section 7301 definition of “Affordable Rent.” (c) Initial rent for an Authority Assisted Unit or Restricted Unit shall be approved by the Authority prior to occupancy. Rent for Authority Assisted Units or Restricted Units may be increased only once in any twelve (12) month period, based on changes in Area Median Income, or changes in the income level of the household occupying the Authority Assisted Unit or Restricted Unit; provided that the rent for each Authority Assisted Unit or Restricted Unit shall never exceed the Allowable Rent for the household occupying the Authority Assisted Unit or Restricted Unit specified in Section 2.1 which shall be maintained at all times. 122 of 230
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2.3 Tenant Protections
T
he Authority Assisted Units and Restricted Units are subject to just c ause for e viction. For a termination to qualify as “f or cause,” the Owner shall demonstrate any of the following circumstances with respect to a termination of tenancy. Nothing in this Section shall abrogate the protections afforded to survivors of violence consistent with the California Code of Civil Procedure Section 1161.3, as amended, and the Violence Against Women Act, Public Law 102- 322, as amended.
(a) Failure to Pay Rent. Tenant failed to pay Rent within three days of receiving written notice from the Landlord demanding payment as provided in subsection 2 of California Code of Civil Procedure section 1161.
(b) Breach of Rental Contract. Tenant violated a material term of the rental agreement as provided in subsection 3 of California Code of Civil Procedure section 1161. (c) Tenant Illegal Activities. Tenant has been convicted for using the Unit for an illegal purpose as provided in subsection 4 of California Code of Civil Procedure section 1161, including but not limited to the unlawful distribution of a controlled substance as contemplated by California Civil Code section 3486, the unlawful use, manufacture, or possession of weapons and ammunition as contemplated by California Civil Code section 3485, or for of a serious crime or violent felony as defined by applicable law, which occurred during the tenancy and within 1,000 feet of the Unit. For purposes of this subsection, tenant household, after receiving a written notice, may cure the violation by removing, and demonstrating such removal, of the offending Tenant. (d) Threat of Violent Crime. Any statement made by a Tenant, or at his or her request, by his or her agent to any person who is on the property that includes the Unit or to the Landlord, or his or her agent, threatening the commission of a crime which will result in death or great bodily injury to another person, with the specific intent that the statement is to be taken as a threat, even if there is no intent of actually carrying it out, when on its face and under the circumstances in which it is made, it is so unequivocal, immediate and specific as to convey to the person threatened, a gravity of purpose and an immediate prospect of execution of the threat, and thereby causes that person reasonably to be in sustained fear for his or her own safety or for his or her immediate family’s safety.
(e) Nuisance Behavior. The Tenant, after written notice to cease and the passage of a reasonable period of time to abate or cure, continues to be so disorderly or to cause such a nuisance as to destroy the peace, quiet, comfort, or safety of the Landlord or other Tenants of the structure or rental complex containing the Unit. Such nuisance or disorderly conduct includes violations of state and federal criminal law that destroy the peace, quiet, comfort, or safety of the Landlord or other Tenants of the structure or rental complex containing the Unit, or the creation or maintenance of a dangerous or unsanitary condition in violation of applicable local, state, and Federal law, and may be further defined in the regulations adopted by the Authority. 123 of 230
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(f) Notwithstanding the limitations of California Code of Civil Procedure Section 1161.3, as amended, act or acts constituting domestic violence or sexual assault or stalking against the Tenant or a member of Tenant ’s household cannot form the substantial basis of a f or cause reason to terminate the tenancy of the victim of such acts. A member of a Tenant household may raise such facts as an affirmative defense to an action terminating the tenancy.
A
RTICLE 3
INCOME CERTIFICATION AND REPORTING
3.1 Income Certification.
(g) Owner will obtain and maintain on file an income computation and certification form from such prospective tenant dated immediately prior to the date of initial occupancy. Owner will verify that the income information provided by an applicant is accurate by following all applicable Authority policies and procedures and by taking one or more of the following steps as a part of the verification process: (i) obtain two (2) pay stubs from the most recent pay periods; (ii) obtain a written verification of income and employment from applicant’s current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant’s income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. Each Tenant lease will contain a provision to the effect that Owner has relied on the income certification and supporting information supplied by the T enant in determining qualification for occupancy of a Unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease.
(h) Owner will update income records annually and provide copies of updated Tenant eligibility records and monthly rental records to the Authority for review. Upon review of such records, the Authority may at its option perform an independent audit of the tenant eligibility records in order to verify compliance with the income and affordability requirements set forth herein. Owner will retain the records described in this Section for a period of not less than five (5) years after the date each record was created.
3.2 Annual Report to Authority.
T
he Owner shall submit to the Authority (a) not later than the first day of each fiscal year , a statistical report, including income and rent data for all Authority Assisted Units and Restricted Units and racial and ethnicity data of all households, setting forth the information called for therein, use of PLHA Program Funds, or such other data as may be reasonably requested by the Authority, and (b) within fifteen (15) days after receipt of a written request, any other information or 124 of 230
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completed forms requested by the Authority in order to comply with reporting requirements of HCD.
3.3 Additional Information.
T
he Owner shall provide any additional information reasonably requested by the Authority. The Authority shall have the right to examine and make copies of all books, records or other documents of the Owner which pertain to the Project.
3.4 Records.
T
he Owner shall maintain complete, accurate and current records pertaining to the Project, and shall permit any duly authorized representative of the Authority to inspect records, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Project shall at all times be kept separate and identifiable from any other business of the Owner and shall be maintained in a reasonable condition for proper audit and subject to examination during business hours by representatives of the Authority. The Owner shall retain copies of all materials obtained or produced with respect to occupancy of the Authority Assisted Units and Restricted Units for a period of at least five (5) years.
3.5 Other Records.
Own
er acknowledges that a portion of the PLHA Loan it received from the Authority comes from the PLHA Program. Owner agrees to comply with requests of the Authority for information for information necessary for the Authority’s reporting obligations to HCD and all agrees to provide all information and records required under the Affordable Housing Agreement , the PLHA Guidelines, and the Standard Agreement.
A
RTICLE 4 OPERATION OF THE PROJECT
4.1 Residential Use.
Own
er shall operate the Project only as affordable rental housing in accordance with the Affordable Housing Agreement.
4.2 Compliance with Affordable Housing Agreement, Standard Agreement, and PLHA Guidelines.
Own
er shall comply with all the terms and provisions of the Affordable Housing Agreement and to the extent applicable to the Project and Property, the PLHA Guidelines and the Standard Agreement. 125 of 230
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4.3 Taxes and Assessments.
Own
er shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any line or charge from attaching to the Property; provided, however, that Owner shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event Owner exercises its right to contest any tax, assessment, or charge against it, Owner , on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.
4.4 Condominium Conversion.
T
he Owner shall not convert Units in the Project to condominium or cooperative ownership or sell condominium or cooperative conversion rights in the Project or the Property during the Term of this Agreement.
4.5 Taxes and Assessments.
T
he Owner shall pay any real and personal property taxes, assessments, and charges and all franchise, income, employment, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that the Owner shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Owner exercises its right to contest any tax, assessment, or charge against it, the Owner, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges, and interest.
A
RTICLE 5
PROPERTY MANAGEMENT AND MAINTENANCE
5.1 Management Responsibilities.
T
he Owner is responsible for all management functions with respect to the Property, including without limitation the selection of tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The Authority shall have no responsibility over management of the Property. The Owner shall retain a professional property management company approved by the Authority in its reasonable discretion to perform its management duties hereunder. If Owner becomes qualified as a professional property management company, this could be approved by the Authority in lieu of an outside management company.
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5.2 Management Agent; Periodic Reports.
T
he Property shall at all times be managed by an experienced management agent reasonably acceptable to the Authority, with demonstrated ability to operate residential facilities like the Property in a manner that will provide decent, safe, and sanitary housing (as approved, the “Management Agent”). The Owner shall submit for the Authority’s prior written approval the identity of any proposed Management Agent. The Owner shall also submit such additional information about the background, experience and financ ial condition of any proposed Management Agent as is reasonably necessary for the Authority to determine whether the proposed Management Agent meets the standard for a qualified Management Agent set forth above.
5.3 Approval of Management Policies.
T
he Owner shall submit its written management policies with respect to the Project to the Authority for its review and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement.
5.4 Property Maintenance.
T
he Owner agrees, for the entire Term of this Agreement, to maintain all interior and exterior improvements, including landscaping, on the Property in good condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, Authority, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials.
5.5 Replacement of Management Agent.
If
the Authority determines in its reasonable judgment that the Project is not being operated and managed in accordance with the requirements and standards of this Agreement, the Authority shall deliver notice to the Owner of its intention to cause replacement of the Management Agent and the reasons for such intention. Within fifteen (15) days of receipt by the Owner of such written notice, Authority and Owner shall meet in good faith to consider methods for improving the financial and operating status of the Project, including, without limitation, replacement of the Management Agent. If, after such meeting, the Authority elects to proceed with the replacement of the Management Agent, the Authority shall so notify the Owner in writing within fifteen (15) days following the meeting. Thereupon, Owner shall promptly dismiss the Management Agent and appoint as the new Management Agent a person or entity approved by the Authority pursuant to Section 5.2, above. Any contract for the Management Agent entered into by Owner shall be approved in advance by the Authority and shall provide that the contract can be terminated, as set forth above. Owner’s failure to dismiss the Management Agent in accordance with this Section shall constitute a default under the Agreement, and the Authority may enforce this 127 of 230
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provision through any legal remedy available to it.
5.6 Insurance Coverage.
Th
e Owner shall cause to have in full force and effect during the Term of this Agreement insurance coverage as required by the Affordable Housing Agreement.
A
RTICLE 6 MISCELLANEOUS
6.1 Lease Provisions.
T
he form of Tenant lease utilized by Owner shall be submitted to the Authority for review and approval and shall comply with all requirements of this Agreement and the Affordable Housing Agreement, the PLHA Guidelines and the Standard Agreement, and shall, among other matters provide for termination of the lease and consent by the Tenant to immediate eviction for only for just cause, as defined in Section 2.3.
6.2 Nondiscrimination.
O
wner covenants, by and for itself and all persons claiming under or through Owner, that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the Property or the Project, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the Property or the Project.
Owner shall market units in accordance with the HUD -approved affirmative fair housing marketing plan and all Federal, State, or local fair housing and equal opportunity requirements.
6.3 Section 8 Certificate Holders.
Th
e Owner will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Owner shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective Tenants, nor shall the Owner apply or permit the application of management policies or lease provisions with respect to the Project which have the effect of precluding occupancy of units by such prospective Tenants. 128 of 230
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6.4 Term.
T
he provisions of this Agreement shall apply to the Property for the entire Term. This Agreement shall bind any successor, heir or assign of the Owner , whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the Authority. The earlier expiration or termination of the Affordable Housing Agreement shall not terminate this Agreement. The reconveyance of the Authority Deed of Trust shall not terminate this Agreement. The Authority makes the PLHA Loan, HOME CHDO Loan, and HOME ARP Loan on the condition, and in consideration of, this provision, and would not do so otherwise.
6.5 Transfer and Encumbrance of Property.
E
xcept as otherwise provided herein or the Affordable Housing Agreement, the Owner shall not make or permit any sale, assignment, conveyance, lease (other than the rental of the Units to eligible tenant occupants), or transfer of the Property, Project, or any part thereof, without the prior written consent of the Authority during the Term of this Agreement.
6.6 Compliance with Affordable Housing Agreement, PLHA Guidelines, and Standard Agreement.
Own
er’s actions with respect to the Property shall at all times be in full conformity with all requirements of the Affordable Housing Agreement, and to the extent applicable to the Project and Property, the PLHA Guidelines and the Standard Agreement.
6.7 Covenants to Run With the Land.
Th
e Authority and the Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the Authority expressly releases such conveyed portion of the Property from the requirements of this Agreement.
6.8 Enforcement by the Authority.
If
the Owner fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the Authority has notified the Owner in writing of the default or, if the default cannot be cured within thirty (30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete such cure within ninety (90) days, and shall notice the Authority of its efforts, and these efforts must be to the satisfaction of the Authority, the 129 of 230
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Authority shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law:
(
a) Action to Compel Performance or for Damages. The Authority may bring an action at law or in equity to compel the Owner ’s performance of its obligations under this Agreement, and/or for damages.
(b
) Remedies Provided Under Affordable Housing Agreement. The Authority may exercise any other remedy provided under the Affordable Housing Agreement.
6.9 Attorneys Fees and Costs.
In an
y action brought to enforce this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including attorneys ’ fees. This section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute.
6.10 Non-Liability of Officials, Employees and Agents.
T
he Authority shall not be personally liable to the Owner for any obligation created under the terms of this Agreement except in the case of actual fraud, willful misconduct or sole gross negligence by such person.
6.11 Indemnity.
N
otwithstanding the insurance coverage required herein, the Owner shall indemnify and hold the Authority free and harmless against any losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other expenses (including without limitation attorneys ’ fees) which the Authority may incur as a direct or indirect consequence of (a) the Owner’s negligent or willful failure to perform any obligations as and when required by this Agreement; (b) any failure of any of the Owner’s representations or warranties to be true and complete; or (c) any negligent or willful act or omission by the Owner or any contractor, subcontractor, management agent, or supplier with respect to the Project or the Property, except where such losses are caused by the sole gross negligence, or willful misconduct of the Authority. The Owner shall pay immediately upon the Authority’s demand any amounts owing under this indemnity. The duty of the Owner to indemnify includes the duty to defend the Authority in any court action, administrative action, or other proceeding brought by any third party arising from the Project or the Property. The Owner’s duty to indemnify the Authority for acts, failures to act, or misrepresentations occurring during the Term shall survive the Term of this Agreement.
6.12 Recording and Filing.
Th
e Authority and the Owner shall cause this Agreement, and all amendments to it, to be recorded in the Official Records of the County of Los Angeles.
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6.13 Governing Law.
Th
is Agreement shall be governed by the laws of the State of California.
6.14 Waiver of Requirements.
C
ertain requirements of this Agreement may be expressly waived by the Authority in writing, but no waiver by the Authority of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement.
6.15 Amendments.
Th
is Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of Los Angeles.
6.16 Notices.
A
ny notice requirement set forth herein shall be deemed to be satisfied three (3) days after mailing of the notice first-class United States certified mail, postage prepaid, addressed to the appropriate party as follows:
T
o Authority:
HOUS
ING AUTHORITY OF
THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
W
ith a copy to: CITY OF GLENDALE
City Attorney’s Office
613 E. Broadway
Suite 220
Glendale, California 91206
Attention: City Attorney
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To Owner:
V
erdugo Housing Corporation
221 E. Walnut St.
Suite 112
Pasadena, CA 91101
Attn: Executive Director
S
uch addresses may be changed by notice to the other party given in the same manner as provided above.
6.17 Regulatory Agreement Controls
In t
he event that any provisions of the Agreement and other agreements on the Property conflict, the terms of the most restrictive agreement shall control and/or regulate the property.
6.18 Severability.
If
any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby.
6.19 Consent and Approvals.
An
y consent or approval by the Authority or the Owner required under this Agreement shall not be unreasonably delayed or withheld, unless otherwise provided in this Agreement. Any approval required under this Agreement shall be in writing and executed by an authorized representative of the party granting the approval.
6.20 Authority Actions.
E
xcept where approval by the Authority Board is expressly required in this Agreement, all references in this Agreement to Authority action (including approvals, consents or extensions of time) shall mean action by the Executive Director of the Authority or the Executive Director ’s designee.
6.21 Multiple Originals; Counterparts.
Th
is Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
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Page S-1
IN WITNESS WHEREOF, the Authority and the Owner have executed this Agreement by duly authorized representatives, all on the date first written above. “AUT
HORITY”
TH
E HOUSING AUTHORITY OF THE
CITY OF GLENDALE
B
y: _____________________________
Roubik Golanian
Executive Director
AP
PROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
B
y:______________________________
Michael J. Garcia
AP
PROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Special Counsel to the Authority
B
y: ___________________________
Susan Apy
[Signatures Continue on Next Page]
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Page S-2
“OWNER”
V
erdugo Housing Corporation, a California nonprofit public benefit corporation
B
y: ____________________________
Name: ______________________
Title: ______________________
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S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 135 of 230
S
TATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
W
ITNESS my hand and official seal.
S
ignature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 136 of 230
B
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Regulatory Agreement
Exhibit A – Legal Description
Exhibit “A”
LEGAL DESCRIPTION OF PROPERTY
[REDACTED]
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B
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Affordable Housing Agreement
ATTACHMENT NO. 8
HOM
E CHDO NOTE
[be
hind this page]
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