Agenda packet — Oxnard City Council, May 17, 2022 (part 3 of 3)

WITNESS my hand and official seal.

________________________________
Signature of Notary Public

(Place Notary Seal Above)

738

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

Real property in the unincorporated area of the County of Ventura, State of California, described as follows:

A leasehold estate as created by that certain [title of sublease] dated ______________, 2022, executed by and between 2nd & B, LP, a California limited partnership, as sublessor, and , a California nonprofit public bene fit corporation, as sublessee, as evidenced by that certain “Memorandum of [title of sublease]” recorded concurrently with the Deed of Trust in the Official Records of the County of Ventura, California, in and to the first floor of the building located on the following described real property:

LOTS 9, 10 AND 11 OF BLOCK 12, AS SHOWN ON A MAP OF THE NORTH ADDITION TO THE

TOWN OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, RECORDED IN BOOK 5, PAGE 7, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING ALL URANIUM, THORIUM AND OTHER FISSIONABLE MATERIALS, ALL OIL,

GAS, PETROLEUM, ASPHALTUM, AND OTHE R HYDROCARBON SUBSTANCES AND OTHER

MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER, WHETHER SIMILAR TO

THESE HEREIN SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR WHICH MAY BE

PRODUCED FROM THE HEREINBEFORE DESCRIBED LAND, TOGETHER WITH THE RIGHT TO

USE THAT PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND FIVE HUNDRED (500) FEET BELOW THE PRESEN T SURFACE OF SAID LAND, FOR THE

PURPOSE OF PROSPECTING FOR, DEVELOPING AND/OR EXTRACTING SAID URANIUM,

THORIUM, AND OTHER FISSIONABLE MATERIALS, OIL, GAS, PETROLEUM, ASPHALTUM,

AND OTHER MINERAL OR HYDROCARBON SUBSTANCES FROM SAID LAND, IT BEING

EXPRESSLY UNDERSTOOD AND AGREED T HAT SAID ASSOCIATED SOUTHERN

INVESTMENT COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL HAVE NO RIGHT TO

ENTER UPON 'THE SURFACE OF SAID LAND, OR TO USE SAID LAND OR ANY PORTION THEREOF TO SAID DEPTH OF FIVE HUNDRED (500) FEET, FOR ANY PURPOSE WHATSOEVER,

AS EXCEPTED AND RESERVED IN THAT CERTAIN DEED FROM ASSOCIATED SOUTHERN INVESTMENT COMPANY TO THE CITY OF OXNARD, DATED JUNE 20, 1974 AND RECORDED JUNE 28, 1974, IN BOOK 4281, PAGE 515 OF OFFICIAL RECORDS.

APN: 202-0-054-075 AND 080

739
A-8461
A-AA
A

EXHIBIT D

PROMISSORY NOTE

740

1 PROMISSORY NOTE
PLHA Loan Agreement
(Secured by Deed of Trust)

$347,528 Oxnard, California
, 2022

FOR VALUE RECEIVED, the undersigned, Mercy House Li ving Centers, a California nonprofit public benefit co rporation (“Borrower”), hereby promis es to pay to the order of the City of Oxnard, a municipal cor poration (“Lender”), the principal sum of Three Hundred Forty - Seven Thousand Five Hundred Twenty-Eight Dolla rs ($347,528) or so much thereof as may be advanced by Lender pursuant to Borrower as set fo rth below. The term Loan as used herein, means the Loan evidenced by this Note. The Lo an is made pursuant to the terms of a PLHA Loan Agreement (the “Loan Agreement”) dated as of May , 2022, and Regulatory Agreement (“Regulatory Agreement”) executed concurrently herewith between Borrower and Lender.

All of the provisions of this Note are agreements which are secured by the Deed of Trust securing this Note. A default in observance of any of the provisi ons is a default with consequences under the Deed of Trust.

1. DEFINITIONS. Any term not defined herein shall have the meanings set forth in the Loan Agreement.

2. AMOUNT AND TIME OF PAYMENT . The principal of the Loan shall be due and payable on the earlier of: (a) fifteen (15) years af ter the date of Project completion as evidenced by a written notice of completion provided to the Borrower by the City of Oxnard, or (b) the date the Property is sold or otherwise transfer red, or (c) Borrower has failed to commence construction as set forth in Section 4.1 of this Lo an Agreement, or (d) an event of default by Borrower, as defined below in Section 8.1, which has not been cured as provided for below in Section 8.2. In the event of default by Borrower, as defined below in Section 8.1, which has not been cured as provided for below in Section 8.2, the principal shall be due and payable in accordance with Section 8.3. The foregoing notw ithstanding, if Borrower remains compliant with the terms of the Regulatory Agreement, as determined by the Lender through periodic inspections of the Project and tenant files documenting occupancy by Qualifying Households, and as indicated with monitoring close-out letters from Lender to Borrower indicating compliance with the Regulatory Agreement, for the fifteen (15) year term described therein, then the principal amount of the Loan shall be forgiven.

3. DEFAULT INTEREST. In the event of a default by Bo rrower of any of its obligations under this Note and expiration of applicable cure periods, Borrowe r shall pay to Lender interest on the outstanding principal of the Loan, at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the highest interest allowed by law, from the date of the default until the date that the default is cured or the Loan is repaid in full.

4. NO DEDUCTIONS, NO OFFSETS . All payments of princi pal and interest hereunder shall be made without deduction of any present and future ta xes, levies, duties, imposts, 741

2 deductions, charges or withholdings imposed by a ny existing or future la w, rule, regulation, treaty, directive or requirement whether or not having the force of law, which amounts shall be paid by Borrower. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. All stamp and documentary taxes shall be paid by Borrowe r. If, notwithstanding the foregoing, Lender pays any such taxes, Borrower will reimburse Le nder for the amount paid, as additional interest, within five (5) days of Lender's demand for paymen t. Borrower will furnish Lender official tax receipts or other evidence of payment of all such amounts.

5. ABSENCE OF USURY. Borrower and Lender intend that the Loan be exempt from the restrictions contained in the Calif ornia usury law, or if not exem pt, that the Loan shall be in compliance with any applicable usury law. In furtherance thereof, Borrower and Lender agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construe d to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law. Therefore, if a court ultimately determines that the Loan is not exempt from the Calif ornia usury law, or if a court de termines that the usury law of another jurisdiction should be applied to the Loan: (a) neither Borrower nor any endorsers or other parties now or hereafter beco ming liable for payment of this Note shall ever be required to pay interest on this Note at a rate in excess of the maximum interest that may be lawfully charged under applicable law, a nd the provisions of this Secti on shall control over all other provisions of this Note and a ny other instruments now or hereafter executed in connection herewith; (b) if the maturity hereof shall be accelerated for any reas on or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of existence of the Loan w ould be unlawful, the holder of this Note shall refund to Borrower the amount of such excess or shall credit the amount of such excess against the principal balance of the Note then outstanding ; and (c) in the event that Lender or any other holder of this Note shall collect monies which are deemed to constitute interest which would increase the effective interest rate on this Note to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitu te interest in excess of the legal rate shall, upon such determination, at the option of the holder of this Note, be firs t, credited against the principal balance of this Note then outstanding, and second, returned to the Borrower.

6. PREPAYMENT. This Note may be prepaid in w hole or in part without penalty or charge.

7. ATTORNEY'S FEES . Should the indebtedness represen ted by this Note or any part thereof be collected at law or in equity or through any bankruptcy (including, without limitation, any action for relief from the automatic stay or any other bankruptcy pr oceeding) receivership, probate or other court proceedings or by any judicial or non-judicial foreclosure proceeding, or if this Note is placed in the hands of attorneys fo r collection after default, the Borrower and all endorsers, guarantors and sureties of this Note jo intly and severally agree to pay, in addition to the principal and interest due a nd payable hereon, reasonable atto rneys' fees and collection costs and expenses. Should any action be brought to cons true, clarify, or obtain a declaration as to the terms of this Note or the parties' obligations under it, the prevailing pa rty in such action shall recover its reasonable attorneys' fees.
742

3 8. WAIVER OF PRESENTMENT. Borrower, and any and all endorsers, guarantors and sureties of this Note, and all other persons liable or to become liable on this Note, jointly and severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accel erate the maturity of this Note, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, w ith or without notice, before or after maturity. The pleading of any statute of limitations as a defense to any demand against the makers, endorsers, guarantors and sureties is expressly waived by each and all such parties to the extent permitted by law.

9. LOSS OF NOTE . Upon notice from any holder to Borrower of th e loss, theft, destruction or mutilation of this Note and, upon r eceipt of indemnity reasonably satisfactory to Borrower from any holder of this note (except that if Lender is the holder of this Note, an indemnification from Lender shall be suffici ent) or, in the case of mutilation hereof, upon surrender of the mutilated Note, Borrower will make and deliver a new note of like tenor in lieu of this Note.

10. SUCCESSORS AND ASSIGNS. This Note shall be binding upon and shall inure to the benefit of Borrower and Lender, and their successors and assigns.

11. SEVERABLE PROVISIONS. Every provision of this Note is intended to be severable.

If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever , such illegality, invalid ity or enforceability shall not affect the balance of the terms and pr ovisions hereof, which terms and provisions shall remain binding and enforceable.

12. NOTICES. Notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under th is Note shall be in writing and shall be given by personal delivery, mail or telegram or facsimile and addressed, if to Lender, Oxnard Housing Department, 435 S. D Street, Oxnard, Californi a 93030, or if to Borrower, at Mercy House Living Centers, 203 N Golden Circle Drive, 3rd Floor, Santa An a, CA 92705. Notice by personal delivery shall be deemed effective upon the delivery of such noti ce to the party for whom it is intended at the recipient's address. Notice by mail shall be deemed effective two (2) business days after depositing such notice, certified or registered mail, postage prepaid, properly stamped and sealed, with the United States Postal Service, properly addressed regardless of whether or when the notice is actually received by the addressee. Notice by telegram shall be deemed effective upon the transmission of the telegram, telegraph charges prepaid, to the party for whom it is intended at the recipient's addr ess. Notice by facsimile shall be effective upon transmission.

Notice by overnight guaranteed delivery service sh all be deemed effective one (1) business day after depositing such notice with said service, charges prepaid and properly addressed. Either party may give notice of any ch ange of address in accordan ce with the notice procedures described above.

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4 13. DEFAULT. Any failure to perform any obligation of Borrower under this Note, the Deed of Trust, the Loan Agreement, or the Regulatory Agreement shall be considered a default hereunder.

14. JOINT AND SEVERAL . The obligations of Borrower in this Note shall be joint and several obligations of Borrower and of each Bo rrower, if more than one, and of each of Borrower's heirs, devisees, legatees, administ rators, executors, pers onal representatives, successors and assigns.

15. GENDER. In this Note, whenever the context so requires, the masculine gender includes feminine and/or neuter, and the singular number includes the plural.

16. TIME OF ESSENCE. Time is of the essence in this Note and the performance of each of the covenants and agreements contained herein.

17. GOVERNING LAW. This Note shall be construed and enforced in accordance with the laws of the State of California.

18. AUTHORITY. The person executing this Note represents and warrants that such person has the authority to execute this Note and bind borrower to its provisions.

19. CAPTIONS AND REFERENCES. The captions of the Paragra phs of this Note are for the purposes of convenience only a nd are not intended to be part of this Note and shall not be deemed to modify, explain, enlarg e or restrict any of the provi sions hereof. All "Paragraph" references are to the paragraphs of this Note, unless otherwise indicated.

20. SECURITY. This Note is secured by a deed of trust executed concurrently herewith, encumbering the property described therein.

21. NONRECOURSE OBLIGATION. Except as expressly pr ovided in the second paragraph of this section, the Borrower, and the Borrower's officers, directors, employees and agents shall not have any direct or indirect pers onal liability for payment of the principal of, or interest on, the Note or the performance of the covenants of the Trustor under the Deed of Trust securing the Note. The sole recourse of the Lender with respect to the principal of, or interest on, the Note shall be to the property securing the in debtedness evidenced by the Note. However, that nothing contained in the foregoing limitation of liabi lity shall (a) limit or impair the enforcement against all such security for the Note of all th e rights and remedies of the Lender, or (b) be deemed in any way to impair the right of the Le nder to assert the unpaid principal amount of the Note as demand for money within the mean ing and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

5 applicable prior to any foreclos ure under the Deed of Tr ust (to the full exte nt of such taxes, assessments or other charges); (c) the fair mark et value of any persona l property or fixtures removed or disposed of by Trustor other than in accordance with the Deed of Trust; (d) the misapplication of any proceeds under any in surance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; and (e) payment to the Lender of any rental income or other income arising with respec t to the Property received by the Borrower after the Lender has given notice to the Borrower of th e occurrence of an Event of Defa ult, subject to the rights of any lender providing a loan s ecured by the Property to which the Lender has subordinated the Deed of Trust.

Mercy House Living Centers, a California
nonprofit public benefit corporation

N a m e : L a r r y H a y n e s
Its: Chief Executive Officer
745
A-8461
A-AA
A

EXHIBIT E

REGULATORY AGREEMENT

746

1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Attn: ___________________
305 W. 3rd Street
Oxnard, California 93030

NO FEE PER GOV’T CODE SECTION 27383
APNs: 202-0-054-075 and -080 SPACE ABOV E THIS LINE FOR RECORDER’S USE

PLHA REGULATORY AGREEMENT
(CITY OF OXNARD)

THIS PLHA REGULATO RY AGREEMENT (CITY OF OXNARD) (“Regulatory Agreement”) is entered into effective Ma y __, 2022, by Mercy Hous e Living Centers, a California nonprofit public benefit corporation (“Operator”) in fa vor of the City of Oxnard, a municipal corporation (“City”) pursuant to an d in evidence of an “PLHA Loan Agreement” executed by Operator concurrently herewith (the “Loan Agreement”).

WHEREAS, Operator has a leasehold estate in and to the first floor of the building located on the improved real property located in the City of Oxnard (“City”), County of Ventura, State of California (“Property”) described in Exhibit “A” attached hereto and incorporated herein by this reference; and

WHEREAS, Operator and City entered into a Loan Agreement in which City agreed to loan $347,528 from funds City received under the Permanent Local Housing Allocation (“PLHA”) program from the State of California in order to assist the Operator in the construction of certain tenant improvements and operation of a 110-bed homeless sh elter on the Property (“Project”); and

WHEREAS, in further consideration for en tering into the Loan Agreement and in furtherance of the purposes of the PLHA program, Operator has agreed to enter into this Regulatory Agreement. The purpose of this Regulat ory Agreement is to regulate and restrict the occupancy, operation, ownership an d management of the Project in compliance with the PLHA program requirements.

NOW, THEREFORE, IN CONSIDER ATION FOR CITY’S ASSISTANCE, OPERATOR COVENANTS AND AGREES FOR THE BENEFIT OF CITY AS FOLLOWS:

AGREEMENT

1. Recitals. The foregoing recitals are a part of this Regulatory Agreement.

2. Term. The provisions of this Regulatory Agreement shall remain in effect for a period of 15 years from the date of Project completion as evidenced by a written notice of occupancy clearance provided to the Operator by the City of Oxnard.

747

2 3. City Contributions. The City has provide d funds for the construction of tenant improvements for a permanent 110 bed homeless shelter located on the Property.

4. City Conditions. The Project shall meet all City conditions rule s and regulations and shall be required to have approval of the O xnard Planning Commission and City Council as required by City ordinances, resolutions, regulations and requirements.

5. Compliance with PLHA Program Requirements. Operator covenants that at all times its actions regarding the Project and the use of funds provided under the Loan Agreement shall be in conformity with all PLHA program requirements, including the requirements of this Regulatory Agreement. Operator acknowledges that it is fa miliar with the PLHA program requirements and has access to professional advice to the extent nece ssary to enable Operator to fully comply with the PLHA program requirements.

6. Additional Operational Requirements. The Op erator shall operate the Project consistent with the operational requirements contained in that certain Agreement to Provide Financial Support for the Construction and Operation of a Permanent, Year-Round Shelter Servi ng Homeless Individuals entered into by and between the County of Ventura a nd the City of Oxnard dated as of May 3, 2022, as may be amended from time to time. These requirements include but are not limited to the following:

a. Service Model

i. The Shelter will provide a safe place for homeless individuals to stay and stabilize while partnering with service providers to develop a plan for safe, secure and permanent housing. The primary purpose of the Shelter beyond emergency sheltering is to leverage co mmunity resources that will assist homeless individuals in quickly securing and moving into suitable permanent housing and in achieving long-term housing stability.

ii. City will ensure that the Shelter Oper ator will participate in the Ventura County coordinated entry system, Path ways to Home, and will enter all Shelter occupants into the Vent ura County Homeless Management Information System.

iii. City will ensure that the Shelter Operator shall operate and develop the appropriate individualized case plan for each Shelter occupant that is client-centered, culturally and linguis tically appropriate, trauma-informed and sensitive to the wide ranges of needs of the Shelter occupants, with the goal to transition the Shelter occupant to stable and affordable housing.

iv. The following competencies are integr al parts of the program design and operation of the Shelter:

1. Low barrier access and services.

2. Housing first.

3. Harm reduction.

4. Trauma informed care.

5. Client centered
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3 7. Construction. All work on the Project shall be performed by contra ctors, licensed under the laws of the State of California, as Operator may employ from time to time to execute such work. Operator shall comply with all federal, State and local laws and regulations pertaining to construction of the Project, including laws re lating to competitive bidding and payment of prevailing wages, to the extent the same may be applicable. All work shall be performed in a workmanlike and quality fashion, free of encumb rances and liens, in fu ll compliance with all applicable requirements of the Uniform Building Code and the Oxnard City Code. In addition to all other obligations of Operator as set forth in this Regulatory Agreement, Operator shall seek and obtain all necessary governmental approval s for the Project and shall pay all permit application fees and development exactions then prescribed by city ordinance or resolution at the time of submittal, unless such fees or exactions are waived by City. Nothing herein excuses compliance by Operator with any or all City ordi nances, resolutions or procedures in connection with development of the Project.

8. Maintenance. Operator shall, at all times during the term of this Regulatory Agreement, cause the Property and the Project to be mainta ined in good condition a nd repair regardless of cause of the disrepair. Operator shall be fully and solely respons ible for costs of maintenance, repair, addition and improvements. City and any of its employees, agents, contractors or designees shall have the right to enter upon the Project at reasonable times and in reasonable manner to inspect the project.

9. Reports. Operator shall submit to the City su ch periodic reports as deemed necessary by City to monitor Operator’s compliance with this Regulatory Agreement. The reports may include, but are not limited to:

a. an income and expense statement for the reporting period;

b. an annual summary of the occupancy of the Project, indicating the number of unduplicated homeless individuals assisted by the Project and their income levels, as well as the number of i ndividuals that exited home lessness, number of seniors (age 65 and over), number of veterans and number of disabled individuals assisted by the Project. This report shall be provided on or before July 10 of every year;

c. a report on maintenance or other issues anticipated to imp act the current budget needs of the Project;

d. information on the status of waiting lists for the Project; and

e. other information as required by City to accurately monitor Operator’s performance hereunder.

f. City may conduct on-site monitoring at City’s sole discretion.

749

4 10 Hold Harmless Indemnification.

a. Operator shall at all times defend, indemnify and save City, council members, agencies, departments, officers, employ ees, agents and volunteers, harmless against any and all claims, lawsuits, judgment, demands and liability against City, its council members, agencies, departme nts, officers, employees, agents and volunteers, including those ar ising from injuries or death of persons and for damages to property, arising directly or indirectly out of the operations conducted or subsidized in whole or in part by City related to this Regulatory Agreement, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of City or any other indemnitee.

Operator is not obligated to indemnify City or others for claims based upon their use of information provided by Operator , provided the information itself is accurate. Operator shall at all times indemnify and hold harmless City, its officers and employees, from all loss, litig ation, liability, damage, or expense, including, without limitation, potential tena nt relocation costs arising under this Regulatory Agreement and/or any subcontract which Operator enters into relating to implementation of the Project.

b. Operator’s obligation to defend shall ar ise when a claim, demand or action is made or filed, whether or not such claim, demand or action results in a determination of liability or damages as to which Borrower is obligated to indemnify and hold harmless.

11. Modifications. This Regulatory Agreemen t is subject to written modification and termination as necessary by City in accordance with requirements contained in any future federal or state legislation and regulations. All othe r modifications must be in written form and approved by both parties. To th e extent that any lender to, or equity investor in, the Project requires changes to this Regulatory Agreement, wh ich changes do not materially affect the basic affordability, reporting, and enforcement provisions hereof, the City agrees to cooperate to effect such changes within a reasonable time.

12. Sale Of Property/Change Of Us e. Operator agrees and decl ares that the Property and the Project shall be held, conveye d, mortgaged, encumbered, leas ed, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Regulatory Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set fo rth or incorporated in this Regulatory Agreement shall constitute covenants which run with the land and shall be binding on Operator and its successors and assigns, and all pa rties having or acquiring any right, title or interest in, or to any part of the Prope rty or Project. Operat or further understands and agrees that the loan funds provided to Operat or under this Regulatory Agreement are made on the condition that Operator and all subsequent owners, or other successors and assigns of the Property and/or Project operate th e Project in accordance with the terms and conditions of this Regulatory Agreement. In the event that Operator or any of its successor s and assigns violates any of these covenants, followi ng reasonable notice and opportunity to cure, the total amount of the Loan funds shall become immediately due and payable. 750

5 13. Authority To Bind. By entering into this Re gulatory Agreement, Oper ator certifies it is qualified and licensed to conduct business in the State of California.

14. Notice. All notices given or required to be given to this Regulatory Agreement, shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows:

TO CITY: City of Oxnard Housing Department
435 South D Street
Oxnard, California 93030
Attn: Housing Director

TO OPERATOR: Mercy House Living Centers
203 N Golden Circle Drive, 3rd Floor
Santa Ana, CA 92705
Attention: Larry Haynes

and, when addressed in accordance with this pa ragraph, shall be deemed given upon deposit in the United States mail, postage prepaid. In all ot her instances, notices shall be deemed given at the time of actual delivery. Changes may be ma de in the name and addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

15. Compliance With Law. Operator shall comply with all applicable laws and regulations in the implementation of this Regulatory Agreement.

16. Contractual Relationship. Th e contractual relationship betw een City and Operator is independent and under no circumstances shall Operat or be considered an agent or partner of City.

17. Enforced Delay; Extension Of Times Of Perf ormance. In addition to specific provisions of this Regulatory Agreement, performance by any of the parties hereunder shall not be deemed to be in default, and all performance and other dates specified in this Regulatory Agreement shall be extended, where delays or defaults are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargos, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inab ility to secure necessar y labor, materials or tools, delays of any contractor, subcontractor or supplier, acts or omissions of another party, acts or failures to act of any public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other causes beyond the control or without the fault of the part y claiming an extension of time to perform. Notwithstanding anything to the contrary in this Regulatory Agr eement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under 751

6 this Regulatory Agreement may also be extended in writing by the mutual agreement of City's Housing Director and Operator.

18. Benefit Of Agreement. This Regulatory Agre ement and every provision hereof is for the exclusive benefit of Operator and City and not for the benefit of any other party. There shall be no incidental or other benefici aries of any of Operator’s or City’s obligations under this Regulatory Agreement.

19. Enforcement Of Agreement. If any terms, provisions, conditions or covenants in this Regulatory Agreement, or the application thereo f to any party or circumstances, shall to any extent be held invalid or unenf orceable, the remainder of this Regulatory Agreement, or the application of such terms, provi sions, conditions or covenants to persons or circumstances other than those as to whom or which it is held inva lid or unenforceable, shall not be affected thereby and each term and provision of th is Regulatory Agreement shall be valid and enforceable to the fullest extent permitted by law.

20. Governing Law. The terms of this Regulat ory Agreement shall be interpreted according to the laws of the State of California.

21. Rights of Mortgage Holders. The provision s of these Covenants do not limit the right of the holder of any mortgage, deed of trust or ot her lien or encumbrance to exercise any of its remedies for the enforcement of any pledge or lien upon the Property, reco rded prior in time to this Regulatory Agreement or to which this Regulatory Agreement has been subordinated in writing

22. City Successors. City, its successors and assigns, is deemed the beneficiary of the covenants contained herein, wit hout regard to technical cla ssification and designation. The covenants shall run in favor of City, its successors a nd assigns, without rega rd to whether City has been, remains, or is an owner of any land or interest therein.

23. Modification. City and its successors and assigns, and Operator and its successors and assigns shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants or restric tions contained in these covenants without the consent of any tenant, lessee, easement holder, li censee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest le ss than a fee in the Property: provided, however, that the obligations set forth in paragraph 21 shall not be subj ect to modification without the consent of any affected lienholder.

24. No Discrimination. There shall be no di scrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, familial status, medical condition, or retaliation for having filed a discrimination complaint, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Operator itself or any person claiming under or through it, establish or permit any such practice or practices or discrimination or segregation with reference to the selection, location, number use or occupancy of buyers, tenants, lessees, subtenants, sublessees, or vendees of the Property. 752
7 The Operator shall refrain from restricting the rental, sale or lease of the Property to any person on the basis of race, color, religion, ancestry, familial status, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, medical condition, or retaliation for having filed a discrimination complaint. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:

“The transferee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or though them, 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 12955.0 of the Government code, in the sale, lease sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or though him or her, establish or permit any practi ce or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lesses, subtenants, sublesses, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages of one or more counterpart copies may be removed from such counterpart copies and all attached to the same copy of this Agreement, which, with all attached signature pages, shall be deemed to be an original.

(Signatures appear on next page)
753

8 IN WITNESS WHEREOF, City and Operator have executed this Regulatory Agreement.

(NOTARIZATION REQUIRED)

City:

THE CITY OF OXNARD, a municipal
corporation

_______________________________________
Alexander Nguyen, City Manager

APPROVED AS TO FORM:

______________________________
Stephen Fischer, City Attorney

Operator:

MERCY HOUSE LIVING CENTERS, a
California nonprofit public benefit
corporation

________________________________________
By: Larry Haynes
Its: Chief Executive Officer

754

9 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.

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )

On _______________________, before me, ______________________, 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.

WITNESS my hand and official seal.

________________________________
Signature of Notary Public

(Place Notary Seal Above)

755

10 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.

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

________________________________
Signature of Notary Public

(Place Notary Seal Above)

756

EXHIBIT A
EXHIBIT “A”

Real property in the unincorporated area of the County of Ventura, State of California, described as follows:

A leasehold estate as created by that certain [title of sublease] dated ______________, 2022, executed by and between 2nd & B, LP, a California limited partnership, as sublessor, and , a California nonprofit public bene fit corporation, as sublessee, as evidenced by that certain “Memorandum of [title of sublease]” recorded concurrently with the Deed of Trust in the Official Records of the County of Santa Barbara, California, in and to the first floor of the building located on the following described real property:

LOTS 9, 10 AND 11 OF BLOCK 12, AS SHOWN ON A MAP OF THE NORTH ADDITION TO THE

TOWN OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, RECORDED IN BOOK 5, PAGE 7, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING ALL URANIUM, THORIUM AND OTHER FISSIONABLE MATERIALS, ALL OIL,

GAS, PETROLEUM, ASPHALTUM, AND OTHE R HYDROCARBON SUBSTANCES AND OTHER

MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER, WHETHER SIMILAR

TO THESE HEREIN SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR WHICH MAY BE

PRODUCED FROM THE HEREINBEFORE DESCRIBED LAND, TOGETHER WITH THE RIGHT

TO USE THAT PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND FIVE HUNDRED (500) FEET BELOW THE PRESENT SURFACE OF SAID LAND, FOR THE

PURPOSE OF PROSPECTING FOR, DEVELOPING AND/OR EXTRACTING SAID URANIUM,

THORIUM, AND OTHER FISSIONABLE MATERIALS, OIL, GAS, PETROLEUM, ASPHALTUM,

AND OTHER MINERAL OR HYDROCARBON SUBSTANCES FROM SAID LAND, IT BEING

EXPRESSLY UNDERSTOOD AND AGREED T HAT SAID ASSOCIATED SOUTHERN

INVESTMENT COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL HAVE NO RIGHT TO

ENTER UPON 'THE SURFACE OF SAID LAND, OR TO USE SAID LAND OR ANY PORTION THEREOF TO SAID DEPTH OF FIVE HUNDRED (500) FEET, FOR ANY PURPOSE

WHATSOEVER, AS EXCEPTED AND RESERVED IN THAT CERTAIN DEED FROM

ASSOCIATED SOUTHERN INVESTMENT COMPANY TO THE CITY OF OXNARD, DATED JUNE 20, 1974 AND RECORDED JUNE 28, 1974, IN BOOK 4281, PAGE 515 OF OFFICIAL RECORDS.

APN: 202-0-054-075 AND 080

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EXHIBIT F

INSURANCE REQUIREMENTS
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EXHIBIT F

Exhibit INS-F

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITH BUILDER’S RISK REQUIREMENT)

1. Borrower shall obtain and maintain during the performance of any services under this Contract the following insurance against c laims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Borrower, its agents, representatives, employees or subcontractors.

a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $2,000,000 combined single limit for bodily injury and property damage for eac h claimant for general liability with cove rage equivalent to Insurance Services Of fice Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate lim it is used, that limit shall apply separately to the project location or shall be twice the occurrence amount;

b. Business Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and prope rty damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;”

c. If architectural, engineering, or electrical work will be performed under the Contract, Professional Liability/Errors and Omiss ions Insurance appropriate to the work being done in an amount not less than $1,000,000, with neither Borrower nor listed subcontractors having less than $500,000 individually. The Professional Liabilit y/Errors and Omissions Insurance must be project specific w ith at least a one- year extended reporting period, or longer upon request.

d. Course of Construction Insurance providing coverage for “all risk s” of loss in an amount not less than the completed value of t he project, with City named as Owner and Insu red. Borrower shall bind course of constr uction insurance immediately prior to Borro wer beginning any construction activity on the Property.

e. Workers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability Insurance in a n amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Borrower shall, prior to performance of any services, file with the Risk Manager certi ficates of insurance with original endors ements effecting coverage required by this Exhibit INS-E. The certificates and endorsements for each insurance policy are to be signe d by a person authorized by that insurer to bind coverage on its behalf. Th e certificates and endorsements are to be on the attached forms o r on other forms approved by the Risk Manager. All certifica tes and endorsements are to be received and approved by the Risk Manager before wor k commences.

City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email (or fax if necessary) to the Risk Manager, addressed as follows (do not send hard copies):

City of Oxnard
Insurance Compliance
Reference No.

P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

3. Borrower agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorse ment contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

4. Borrower agrees that the Commercial Genera l Liability and Business Automobile Liabi lity Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as ad ditional insureds as respects: liability arising out of activi ties performed by or on behalf of Borrower; products and completed ope rations of Borrower; premises owned, occupied or used by Borrower; or automobiles owned, leased, hired or borrowed by Borrower. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-E or substitu te forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

5. The coverages provided to City shall be primary and not contribu ting to or in excess of any existing City insurance or self-ins urance coverages (this must be endorsed) . Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made o r suit is brought, except with respect to the limits of the insurer’s liability.

6. Any deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option of the Risk Man ager, either the insurer shall reduce or eliminate such deductibles or self-insured retenti ons as respects City, its City Council, of ficers, employees and volunteers, or the Borrower shall procure a bond guaranteeing paym ent of losses and related inve stigations, claim administratio n and defense expenses.

7. All insurance standards applicable to Borrower shall also be app licable to Borrower’s subcontractors. Borrower agrees to maint ain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 759
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EXHIBIT F

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for general liability and automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.

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EXHIBIT F
SAMPLE

ACORD CERTIFICATE OF INSURANCE ISSUE DATE
(MM/DD/YY)

PRODUCER

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS
SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,

NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

GENERAL LIABILITY
[x] COMMERCIAL GENERAL
LIABILITY [x] CLAIMS MADE [x]
OCCUR.
[x] OWNER'S & CONTRACTOR'S
PROT.

GENERAL AGGREGATE
$2,000,000
PRODUCTS COMP/OP AGG.$2,000,000
PERSONAL & ADV. INJURY$2,000,000
EACH OCCURRENCE $2,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE
$1,000,000
LIMIT
BODILY INJURY $
(Per person)

BODILY INJURY
$
(Per accident)

PROPERTY DAMAGE
$

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT$1,000,000
DISEASE-EACH EMPLOYEE$1,000,000

OTHER
Errors and omissions insurance or malpractice
insurance available for the insured's profession;
if architectural, engineering or electrical work
will be performed under the Contract, Course of
Construction Insurance

Minimum coverage$1,000,0
Each consultant/$500,000
& listed sub-consultant
Course of Construction
Completed Value of
Project

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE

CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE
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EXHIBIT F

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, employees and volunteers are in cluded as insureds with regard to liability and defense of suit s arising from the operations, products and activities performed by or on behalf of the named insured.

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured t o the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary ins urance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance s hall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

5. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of th e policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or a. If excess, affords coverage which is at leas t as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or excl usions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have
authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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EXHIBIT F

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER

LIMIT OF LIABILITY

CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

In consideration of the premium charged and notwithstanding any in consistent stat ement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

7. INSURED. The City, its officers, agents, volunteers and employees are in cluded as insureds with regard to liability and defense of suit s arising from the operations, products and activities performed by or on behalf of the named insured.

8. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the na med insured for or on behalf of the City; or (b) products sold by the named insured t o the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary ins urance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of cove rage excess of the named insured’s scheduled underlying primary c overage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

9. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

10. CANCELLATION NOTICE. With respect to the interests of the Ci ty, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

11. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

12. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Automobile Liability Cove rage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as t he primary insurance form referenced in the preceding section (1).

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or excl usions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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1 MEASURE O LOAN AGREEMENT
(HOMELSS SHELTER PROJECT)

This Measure O Loan Agreement (“Loan Agreement” ) is made as of this day of May, 2022, by and between the City of Oxnard, a muni cipal corporation (“Lender”) and Mercy House Living Centers, a California nonprofit public benefit corporation (“Borrower”).

RECITALS

A. Lender wishes to promote the developm ent of housing and supportive services for homeless individuals in the City of Oxnard.

B. Borrower is in the process of comp leting certain tenant improvements for a permanent 110 bed homeless shelter located on th e first floor of a fi ve-story mixed use building located on a 0.48-acre parcel located in O xnard, California as more particularly described in Exhibit A attached he reto and incorporated by this re ference (the “Property”). The remaining four levels will consist of fifty- six permanent supportive affordable housing units, including one unrestricted manager’s unit.

C. Lender is utilizing City Measure O funds derived from a sales tax measure approved by the City’s voters to fund the loan. Lender desires to loan to Borrower a total of Four Million Three Hundred Ninety-Nine Thousand Two Hundred Thirteen Dollars ($4,399,213) of such funds to assist in the completion of the Project.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations, and in further consideration for the making of the Loan, Borrower and Lender hereby agree as follows:

ARTICLE 1 DEFINITIONS

The following terms have the meanings and co ntent set forth in this section wherever used in this Loan Agreement, attached Exhibits, or documents incorporated into this Loan Agreement by reference.

1.1 “BORROWER” is Mercy House Living Centers, a California nonprofit public benefit corporation and its authorized representatives, assigns, transferees, or successors-in- interest thereto.

1.2 “BUDGET” means that budget for the constr uction and installation of the Improvements attached hereto as Exhibit B, wh ich is hereby incorporated into this Loan Agreement by this reference and which identifies the sources and uses of Project costs and specifies the costs to be paid with Loan proceeds.

1.3 “DEED OF TRUST” is that certain deed of trust, assignment of rents, and security agreement placed on the Property and the improvements to be constructed thereon as 764
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2 security for the Loan by Borrower as trustor with Lender as beneficiary attached hereto as Exhibit C. The terms of the Deed of Trust have been incorporated into this Loan Agreement.

1.4 “EFFECTIVE DATE” is May ___, 2022. All funds must be disbursed under this Agreement on or before April 30, 2024. No funds shall be disbursed after April 30, 2024.

1.5 “HAZARDOUS MATERIALS” means any hazardous or toxic substances, materials, wastes, pollutants, or contaminan ts which are defined, regulated, or listed as "hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," “contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, includ ing without limitation petrol eum and petroleum byproducts, flammable explosives, urea formal dehyde insulation, radioactive ma terials, asbestos, and lead.

Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing proj ect, to the extent a nd degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards at the time of such use.

1.6 “HOMELESS” has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations.

1.7 “IMPROVEMENTS” means the construction of the tenant improvements within the
permanent 110 bed homeless shelter , as defined in Recital B, in accordance with this Loan Agreement and the Plans and Specifications approved by City, subject to all terms and conditions of approval granted pursuant thereto.

1.8 “INSURANCE REQUIREMENTS” means the insurance coverage which must be in full force and effect during the term of the Regulatory Agreement with the exception of course of construction insurance, as specified in Exhibit F.

1.9 “LENDER” means the City of Oxnard, a municipal corporation and its authorized representatives, officers, officials, directors, employees, and agents.

1.10 “LOAN” means the loan of funds in the total amount of F our Million Three Hundred Ninety-Nine Thousand Two Hundred Thirteen Dollars ($4,399,213) from the Lender to the Borrower as provided in this Loan Agreement to provide construction and permanent financing for the Project.

1.11 “LOAN AGREEMENT” means this loan agreement entered into between Lender and Borrower.

1.12 “ LOAN DOCUMENTS” are collectively the Loan Agreement, the Note, the Deed of Trust, and the Regulatory Agreement, as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.

1.13 “ NOTE” means the promissory note executed by the Borrower in favor of Lender in the amount of Four Million Thre e Hundred Ninety-Nine Thousand Two Hundred 765
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3 Thirteen Dollars ($4,399,213) to evid ence the Loan substantially in the form attached hereto as Exhibit D.

1.14 “NOTICE OF COMPLETION” shall mean the notice that shall be filed by the Borrower with the City of Oxnard at completion of construction. Borrower shall not unreasonably delay filing the Notice of Completion.

1.15 “ PROJECT” means the construction of the Improvements, operation and management of the 110 bed homeless shelter according to the terms of this Loan Agreement.

1.16 “PROPERTY” means the property commonly re ferred to as 241 W 2nd Street, Oxnard, California, as more partic ularly described in Exhibit A, which is incorporated into this Loan Agreement by this reference.

1.17 “QUALIFYING HOUSEHOLD” means a household that qualifies as Homeless in accordance with 24 CFR 578.3.

1.18 “REGULATORY AGREEMENT” means the regulatory agreement executed by Borrower and Lender, attached as Exhibit E, a nd recorded against the Property in the Official Records of Ventura County which regulates the use of the Project.

ARTICLE 2 TERMS OF THE LOAN

2.1 LOAN. On and subject to the terms and conditions of the Loan Documents, Lender agrees to make and Borrower agrees to accept a loan with the following terms:

2.2 AMOUNT. The principal amount of the Loan shall be an amount not to exceed Four Million Three Hundred Ninety-Nine Thousand Two Hundred Thirteen Dollars ($4,399,213) and shall be evidenced by the Note.

2.3 NO INTEREST LOAN. Subject to the provisions of Section 2.4, the Note shall not bear interest.

2.4 DEFAULT INTEREST. In the event of a default by Borrower of any of its obligations under this Loan Agreement and expiration of applicable cure periods, Borrower shall pay to Lender interest on the outstanding principa l of the Loan, at an a nnual rate equal to the lesser of (i) ten percent (10%) or (ii) the highes t interest allowed by law, from the date of the default until the date that the default is cured or the Loan is repaid in full.

2.5 TERM OF LOAN. The principal of the Loan shall be due and payable on the earlier of: (a) fifteen (15) years after the date of Project completion as evidenced by a written notice of completion provided to the Borrower by the City of Oxnard, or (b) the date the Property is sold or otherwise transferred, or (c) Borrower has failed to commence construction as set forth in Section 4.1 of this Loan Agreement, or (d) an event of default by Borrower, as defined below in Section 8.1, which has not been cured as provide d for below in Section 8.2. In the event of default by Borrower, as defined below in Section 8.1, which has not been cured as 766
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4 provided for below in Section 8.2, the principal shall be due and payable in accordance with Section 8.3. The foregoing notwi thstanding, if Borrower remains compliant with the terms of the Regulatory Agreement, as determined by the Lender through periodic inspections of the Project and tenant files documenting occupanc y by Qualifying Househol ds, and as indicated with monitoring close-out letters from Lender to Borrower indicating compliance with the Regulatory Agreement, for the fifteen (15) year term described therein, then the principal amount of the Loan shall be forgiven.

2.6 USE OF LOAN PROCEEDS. Loan proceeds shall be used only for the construction of the Improvements and shall only be disbursed in accordan ce with the provisions of Article 3.

2.7 SECURITY. Borrower shall secure its obligation to repay the Loan by executing a Deed of Trust and recording it as a lien against the Project.

2.8 REPAYMENT OF THE LOAN. The principal shall be due and payable in accordance with the terms set forth in Section 2.5.

2.9 PREPAYMENT OF LOAN. No prepayment penalty will be charged to Borrower for payment of all or any portion of th e Loan amount prior to the end of the term described herein. However, prepayment of the Loan shall not affect Borrower's obligations under the Regulatory Agreement.

2.10 RECORDING. Concurrent with Borrower’s clos ing of the construction loan, Escrow Holder shall record the Deed of Trust and the Regulatory Agreement with the Recorder for the County of Ventura, and shall deliver conf ormed copies of the reco rded documents to the Lender and Borrower.

ARTICLE 3 LOAN DISBURSEMENTS

3.1 CONDITIONS PRECEDENT TO DISBURSEMENT. Lender shall not be obligated to make any disbursements of the Lo an proceeds or take any other action under the Loan Documents unless the following conditi ons precedent are satisfied prior to the disbursement of the Loan:

A. There exists no Event of Default nor any act, failure, omission or condition that with the giving of notice or passage of time would constitute an Event of Default;

B. Borrower has executed and deliv ered to Lender all documents, instruments, and policies required under the Loan Documents and the Deed of Trust and the Regulatory Agreement have been recorded with the Recorder for the County of Ventura;

C. Borrower has provided to Lender a cer tificate of insurance or copy of the insurance policy, which policy shall be satisfactory to the Lender and which conforms to Exhibit F;

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5 D. Borrower has secured all final permits, entitlements and approvals required by all permitting and regulatory authorities and jurisdictions; and

E. Borrower has complied with all reporting requirements set forth in this Loan Agreement.

3.2 DISBURSEMENT OF LOAN PROCEEDS. Lender shall provide Loan proceeds to Borrower on a reimbursement basis for approved Project costs incurred by Borrower and approved by Lender in accordance with the Budge t and only after Project costs which are to be paid have been incurred by Borrower as evidenced by invoices. Disbursement of Loan proceeds shall not exceed a total of Four M illion Three Hundred Ninety-Nine Thousand Two Hundred Thirteen Dollars ($4,399,213).

Loan proceeds shall be disbursed through periodic payments based upon Project costs incurred and work completed, as evidenced by documentation supporting the completed work signed by the Project architect and verified by Lender. Borrower shall submit to Lender disbursement requests (“Written Disbursement Re quests”) in writing no more frequently than one time per month. Written Disbursement Requests shall include itemized invoices corresponding to the Budget (Exhibit B). Borrower shall also att ach copies of receipts or other acceptable proof of payment by Borrower and that demonstrates date of payment, and additional documentation as necessary to comply with state and local regulations.

Written Disbursement Requests shall only be for items included in the Budget (Exhibit B). Changes in individual items comprising the Budget shall requir e the prior written request of Borrower and the written approval of Lender. However, Lender’s obligations shall in no event exceed the amount specified above in Section 2.2. A ny costs in excess of this amount that are necessary for the completion of the Project shall be the sole responsibility of Borrower.

City agrees to provide payment to Borrower within 30 days of City’s receipt of the Written Disbursement Request and documentation supporting the completed work signed by the Project architect.

Notwithstanding anything in this Section 3.2 to the contrary, City may, in City’s sole and absolute discretion, disburse up to ten percent ( 10%) of the total Loan proceeds to Borrower in an amount not to exceed Four Hundred Thirty -Nine Thousand Nine Hundred Twenty-One and 30/100 Dollars ($439,921.30) prior to Borrower incurring any Project costs.

ARTICLE 4 DEVELOPMENT OF PROJECT

4.1 COMMENCEMENT OF CONSTRUCTION. Borrower shall commence construction of the Project on or before Ap ril 30, 2024. Commencement of construction shall mean obtaining all final permits, entitlements and approvals required by all permitting and regulatory authorities and jurisdictions and comm encing work on any task associated with a line item in the Budget (Exhibit B) at the Property that requires a permit, entitlement or approval. If Borrower fails to commence construction as set forth above, Lender may terminate this Loan Agreement pursuant to Article 8 below.
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6 4.2 COMPLETION OF PROJECT. Borrower shall diligently prosecute development of the Project to completion. Borrower shall pr ovide proof of completion as evidenced by the recording of a Notice of Completion.

4.3 FINANCING. Borrower shall promptly inform Lender in writing of any changes in the amount, terms, and/or sources of fina ncing or funding for the Property acquisition and Project development work.

4.4 CONTRACTS AND SUBCONTRACTS. All development work and professional services for the Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable construction work or service in the State of California.

All costs incurred in acquisition of the Pr operty and development, construction and operation of the Project shall be the responsibility and obligation solely of Borrower.

4.5 ADDITIONS OR CHANGES IN WORK. Lender must be notified in a timely manner of any changes in the work required to be performed under this Loan Agreement. A written change order authorized by Lender must be obtained befo re any changes, additions, or deletions may be performed. If Lender has not responded to a written request for a change order by Borrower within ten (10) days of receipt of such request by Lender, such request shall be deemed approved by Lender. Consent to any additi ons, changes, or deletions to the work shall not release Borrower from any other obligations in the Loan Documents.

4.6 INSPECTIONS. Borrower shall permit and facilita te, and require its contractors to permit and facilitate, obser vation and inspection at the j ob site by Lender and by public authorities during reasonable business hours for the purposes of determining compliance with this Loan Agreement.

4.7 SITE SUPERVISION. During the development of the Project, Borrower shall maintain a full-time site superintendent to supe rvise all development and construction work on the Property. The site superintendent shall be on-site during all work hours.

4.8 CONSTRUCTION RESPONSIBILITIES. Borrower shall be solely responsible for all aspects of Borrower's conduct in connection with the Project, including, but not limited to, the quality and suitability of the construction work, the supervision of construction work, the qualifications, financial condition, and performance of all contract ors, subcontractors, suppliers, consultants, and property managers. To ensure compliance with all applicable labor code requirements, Borrower shall hire a labor comp liance monitor. Any review or inspection undertaken by Lender with reference to the Proj ect is solely for the purpose of determining whether Borrower is properly discharging its oblig ations to Lender, and should not be relied upon by Borrower or by any third pa rties as a warranty or repres entation by Lender as to the quality of the development and construction of the Project.

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7 4.9 BARRIERS TO THE DISABLED. The Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons.

4.10 LEAD-BASED PAINT AND ASBESTOS REMOVAL. Borrower and its contractors and subcontractors shall not use lead-b ased paint or asbestos in the development and construction of the Property and shall comply with Federal Regulations 24 C.F.R., 29 C.F.R., 40 C.F.R., Title X, California O.S.H.A., California health codes, and all County standards.

Borrower shall incorporate or cause to be incorporated this provision in all contracts and subcontracts for work performed on the Property which involves the application of paint and/or other construction-related surfaces.

4.11 MECHANICS LIENS AND STOP NOTICES. If any claim of lien is filed against the Property or a stop not ice affecting the Loan is serv ed on Lender or any other lender or other third party in connection with the Project, Borrower shall, within sixty (60) days of such filing or service, either pay and fully discharge the lien or stop not ice, effect the release of such lien or stop notice by delivering to Lender a sure ty bond in sufficient form and amount, provide Lender with a lien-free endorsement or prov ide Lender with other assurance reasonably satisfactory to Lender that the claim of lien or stop notice will be paid or discharged.

If Borrower fails to discharge any lien, encumbrance, charge, or claim referred to herein, then in addition to any other right or reme dy, Lender may, but shall be under no obligation to, discharge such lien, encumbrance, charge, or cl aim at Borrower's expense. Alternatively, Lender may require Borrower to immediately deposit with Lender the amount necessary to satisfy such lien or claim and any costs, pe nding resolution thereo f Lender may use such deposit to satisfy any claim or lien that is adversely determined against Borrower.

Borrower shall file a valid notice of cessati on or notice of completion upon cessation of work on the Project for a continuous period of 30 days or more, and take all other reasonable steps to forestall the assertion of claims of lien against the Property. Borrower authorizes Lender, but without any obligation, to r ecord any notices of completion or cessation of labor, or any other notice that Lender deems necessary or desira ble to protect its interest in the Project and Property.

4.12 RELOCATION. If and to the extent that development of the Project results in the permanent or temporary displacement of re sidential tenants, homeowners, or businesses, Borrower shall comply with all ap plicable local, state and federa l statutes and re gulations with respect to relocation planning, advisory assistance, and paymen t of monetary benefits. Borrower shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation laws.

4.13 UNAVOIDABLE DELAY IN PERFORMANCE. The time for performance of provisions of this Loan Agreement by either pa rty shall be extended for a period equal to the period of any delay directly aff ecting the Project or this Loan Agreement which is caused by:
war; insurrection; strikes; lock-outs; riots; flood s; earthquakes; fires; casualties; acts of God; quarantine restrictions; or freight embargoes or other events beyond the reasonable control of the 770
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8 party claiming the delay. An extension of time for any of the above-specified causes will be deemed granted only if written not ice by the party claiming such extension is sent to the other party within five (5) calendar days from the co mmencement of the cause, and such extension of time is either accepted by the other party in wri ting, or is not rejected in writing by the other party within ten calendar days of receipt of the notice. In any ev ent, construction of the Project must be completed no later than ninety (90) ca lendar days after the scheduled completion date specified herein, any unavoidable delay notwithstanding. Times of performance under this Loan Agreement may also be extended for any cause for any period of time by the mutual written agreement of Lender and Borrower.

ARTICLE 5 OPERATION

5.1 OPERATION OF PROJECT. Borrower shall operate an d manage the Project after completion in full conformance with the terms of the Regulatory Agreement.

Borrower shall agree to maintain and operate the Project so as to provide decent, safe, and sanitary housing. Borrower shall provide supportive services as required by the provision of that separate Shelter Operation Agreement between Borrower and Lender.

5.2 PROJECT BEDS. The 110 permanent shelter beds shall be available for Qualifying Households.

5.3 CONFLICTS BETWEEN COVENANTS OR RESTRICTIONS
AFFECTING THE PROPERTY. Any conflicts between the restrictive provisions contained in this Loan Agreement, Note, Deed of Trust, Regulatory Agreement, and any other agreements in connection with the Loan which affect the Prope rty, are to be resolved by applying the more restrictive covenants or restrictions which affect the Property.

5.4 NONDISCRIMINATION. Borrower shall not discriminate or segregate in the rehabilitation, use, enjo yment, occupancy, conveyance, lease, s ublease, or rental of any part of the Property on the basis of race, color, ancestry, national origin, religion, sex, sexual preference or orientation, age, marital status, family status , source of income, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC) acquired or perceived, or any other arbitrary basis. Borrower shall otherwis e comply with all applicable local, state, and federal laws concerning discrimination in housing.

5.5 RECORDS. Borrower shall be accountable to Lender for all funds disbursed to Borrower pursuant to the Loan Documents. Borrower agrees to maintain records that accurately and fully show the date, amount, purpose, and pa yee of all expenditur es drawn from Loan proceeds, and to keep all invoices, receipts, an d other documents related to expenditures from said Loan proceeds for not less than five years after completion of the Project. Records must be kept accurate and current. Lender shall notify Borrower of any records it deems insufficient.

Borrower shall have fifteen (15) calendar days from the date of said notice to correct any deficiency in the records specified by Lender in sa id notice, or, if more than fifteen (15) days shall be reasonably necessary to correct the deficiency, Borrowe r shall begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. 771
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9 Borrower shall promptly comply with all requirements or condi tions of the Loan Documents relating to notices, extensions, and other events required to be reported or requested.

Borrower shall promptly supply, upon the request of Lender, any and all information and documentation which involves the Project and coope rate with Lender in the development and construction of the Project.

5.6 AUDITS. Borrower shall make available for examination at reasonable intervals and during normal business hours to Lender all books, accounts, reports, files, and other papers or property with respect to all matters covere d by these Loan Documents, and shall permit Lender to audit, examine, and make excerpts or transcripts from such records. Lender may make audits of any conditions relating to this Loan.

5.7 ENCUMBRANCE OF PROPERTY. Except as otherwise provided in this Loan Agreement, Borrower shall not engage in any fi nancing or any other tr ansaction creating any security interest or other encumbrance or lie n upon the Property, whether by express agreement or operation of law, or allow any encumbrance or lien to be made on or attached to the Property, except with the prior written consent of Lende r. Borrower shall notify Lender in writing in advance of any financing secured by any deed of trust, mortgage, or other similar lien instrument that it proposes to enter into with respect to the Project or Property, and of any encumbrance or lien that has been created on or attached to the Property whether by voluntary act of Borrower or otherwise.

5.8 SUBORDINATION. Lender shall subo rdinate the obligations of this Loan Agreement, and the attached Regulatory Agreemen t and Deed of Trust to be recorded on the Property, to the Construction Loan and the perman ent financing obligations for the Project.

Borrower and Lender shall cooperate in the ex ecution of any such subordination agreement required to perfect such subordinations.

5.9 TRANSFER OF PROPERTY. Borrower has not made or created, and shall not, make or permit any sale, assignment, conveyance, lease (other than the l easing of units in the Project pursuant to an approved lease), or other tr ansfer of this Loan Agreement, the Project, or the Property, or any part thereof, without the prior written consent of Lender.

5.10 FEES, TAXES, AND OTHER LEVIES. Borrower shall be responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property or th e Project, and shall pay such charges prior to delinquency. However, Borrower shall not be requi red to pay and discharge any such charge so long as (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (b) if requested by Lender, Borrower deposits with Lender any funds or other forms of assurance Lender in good faith from time to time determines appropriate to protect Lender from the consequences of the contest being unsuccessful.

5.11 DAMAGE TO PROPERTY. If any building or stru cture on the Property is damaged or destroyed by an insurable cause, Borrower shall, at its cost and expense, diligently undertake to repair or restore said buildings and structures consistent with the original 772
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10 Improvements for the Project if Borrower reasonably determines that such restoration or repair is economically feasible. Such work or repair shall be commenced within 120 days after the damage or loss occurs and shall be complete within one year fr om such commencement, subject to any extensions of time granted pursuant to the provisions of Section 4.13. Subject to Borrower's election to rebuild, all insurance pro ceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Borrower shall make up the deficiency.

ARTICLE 6 INDEMNITY AND INSURANCE

6.1 INDEMNITY AND INSURANCE. Borrower hereby agrees to defend, indemnify and save harmless the Lender and to procure and maintain insurance in accordance with the provisions of Exhibit F attached hereto and incorporated herein by reference.

6.2 NON-LIABILITY OF OFFICIAL S, EMPLOYEES AND AGENTS. No officials, employees and agents of Lender sh all be personally liable to Borrower for any obligation created under the terms of these Loan Documents.

ARTICLE 7 HAZARDOUS MATERIALS

7.1 REPRESENTATIONS AND WARRANTIES. After reasonable investigation and inquiry, Borrower hereby represents and warrants to the best of its knowledge, as of the date of this Loan Agreement and except as previously disclosed and acknowledged in writing by Lender or as disclosed by the reports based on environmental audit(s) performed on the Property and submitted to Lender, that (a) the Property is not and has not been a site for the use, generation, manufacture, transportation, storage, or disposal of Hazardous Materials in violation of Federal or State law; (b) the Property is in compliance with all applicable environmental and health and safety laws, regulations, ordinan ces, administrative decisions, common law decisions (whether federal, state, or local) with re spect to Hazardous Materials, including those relating to soil and groundwater conditions ("Hazardous Materials La ws"); (c) there are no claims or actions pending or threatened with respect to the Property by any governmental entity or agency or any other person relating to Hazardous Materials; and (d) there has been no release or threatened release of any Hazardous Materials on, under, or n ear the Property (including in the soil, surface water, or groundwater under the Property) or any other occurrences or conditions on the Property or on any other real property that could cause the Property or any pa rt thereof to be classified as a "hazardous waste property" or as a "border zo ne property" under Califor nia Health and Safety Code Sections 25220, et seq., or regulations adopted therewith.

7.2 NOTIFICATION TO LENDER. Borrower shall promptly notify Lender in writing of: (a) the discovery of any concentrati on or amount of Hazardous Materials of which Borrower becomes aware on or under the Property requiring notice to be given to any governmental entity or agency under Hazardous Materials Laws; (b) any knowledge by Borrower (after verification of the veracity of such knowledge to Borrower's reasonable satisfaction) that the Property does not comp ly with any Hazardous Materials Laws; (c) the receipt by Borrower of written notice of any Hazardous Materials claims; and (d) the discovery by Borrower of any occurrence or condition on th e Property or on any real property located within 2,000 feet of the Property that could cau se the Property or any part thereof to be 773
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11 designated as a "hazardous waste property" or as a "border zone property" under California Health and Safety Code Sections 25220, et seq., or regulations adopted therewith.

7.3 USE AND OPERATION OF PROPERTY. Neither Borrower, nor any agent, employee, or contractor of Borrower, nor any authorized user of the Property shall use the Property or allow the Property to be used for the generation, manu facture, storage, disposal, or release of Hazardous Materials. Borrower shall comply and cause the Project to comply with Hazardous Materials Laws.

7.4 REMEDIAL ACTIONS. If Borrower has actual knowle dge of the presence of any Hazardous Materials on or under the Property, Borrower shall take, at no cost or expense to Lender, all handling, treatment, removal, storage, decontamina tion, cleanup, transport, disposal or other remedial action, if a ny, required by any Hazardous Materi als Laws or by any orders or requests of any governmental entit y or agency or any judgment, consent decree, settlement or compromise with respect to any Hazardous Ma terials claims. The foregoing, however, shall be subject to Borrower's right of contest below.

7.5 RIGHT OF CONTEST. Borrower may contest in good faith any claim, demand, levy or assessment under H azardous Materials Laws if (a) the contest is based on a material question of law or fact raised by Borrower in good faith, (b) Borrower promptly commences and thereafter diligently pursues the contest, (c) the contest will not materially impair the taking of any remedial action with respect to such claim, demand, levy or assessment, and (d) if requested by Lender, Borrower deposits with Lender any funds or other forms of assurance Lender in good faith from time to time determines appropriate to protect Lender from the consequences of the contest being unsuccessful and any remedial action then reasonably necessary. No Event of Default shall be deemed to exist with respect to any claim, demand, levy or attachment being contested by Borrower under the conditions of this section.

7.6 ENVIRONMENTAL INDEMNITY. Borrower shall defend, indemnify, and hold Lender free and harmless against any claims , demands, administrative actions, litigation, liabilities, losses, damages, response costs, and penalties, including all costs of legal proceedings and reasonable attorney's fees, that Lender may directly or indirectly sustain or suffer as a consequence of any inaccuracy or breach of any representation, warranty, agreement, or covenant contained in this Loan Agreement w ith respect to Hazardous Materials, or as a consequence of any use, generation, manufacture, st orage, release, or disposal (whether or not Borrower knew of same) of any Hazardous Materials occurring prior to or during Borrower's use or occupancy of the Property.

ARTICLE 8 DEFAULT AND REMEDIES

8.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an "Event of Default" under this Loan Agreement:

A. Monetary. (1) Borrower's failure to pay when due any sums payable under the Note or any advances made by Lender under th e Deed of Trust or th is Loan Agreement; (2) Borrower's use of Loan proceeds for costs other than approved costs or for uses inconsistent with 774
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12 other terms and restrictions in the Loan Do cuments; (3) Borrower's failure to obtain and maintain the insurance coverage required under this Loan Agreement; (4) Borrower's failure to make any other payment or assessment due under the Loan Documents; (5) Borrowers failure to pay taxes; (6) Borrower's default under other debt secured by the Property after the applicable notice and cure periods have expired;

B. Project Development and Constr uction. (1) Borrower's substantial deviation in the construction of the Improvement s, without Lender's prior written consent; (2) Borrower's use of defective or unauthorized mate rials or defective workmanship in development and construction of the Project; (3) Borrower's failure to commence or complete construction work according to the schedule specified in this Loan Agreement; (4) the cessation of construction work prior to completion of the Proj ect for a period of more than twenty-one (21) continuous calendar days without proper justifi cation; (5) Borrower's failure to remedy any deficiencies in recordkeeping or failure to provide records to Lender upon Lender's reasonable request; (6) Borrower's failure to substantially comply with any applicable federal, state, or local laws or Lender policies governing Project development and construction;

C. Operation. (1) Discrimination by Borro wer on the basis of characteristics prohibited by applicable law or (2) the impositi on of any encumbrances or liens on the Property without Lender's prior written approval that ar e prohibited under this Loan Agreement or that have the effect of reducing the priority of or invalidating the Deed of Trust;

D. General performance of Loan obligations. Any substantial breach by Borrower beyond applicable notice and cure periods of any material obligations on Borrower imposed in the Loan Documents;

E. General performance of other obliga tions. Any substantial or continuous breach by Borrower beyond applicable notice and cu re periods of any material obligations on Borrower imposed by any other agreements, includi ng any grant agreements, with respect to the financing, construction, or operatio n of the Project or the Propert y, whether or not Lender is a party to such agreement which may materially impair Lender's security;

F. Representations and warranties. A determination by Lender that its security has or will be materially impaired due to the fact that any of Borrower's representations or warranties made in the Loan Documents, or any certificates, documents, or schedules supplied to Lender by Borrower were untrue in any ma terial respect when made, or that Borrower concealed or failed to disclose a material fact from Lender;

G. Damage to Property. Material dama ge or destruction to the Property by fire or other casualty, if Borrower does not take steps to reconstruct th e Property as required by the Loan Documents;

H. Bankruptcy, dissolution, and insolvency. Borrower's (1) filing for bankruptcy, dissolution, or reorganization, or failu re to obtain a full dismissal of any such involuntary filing brought by another party before the earlier of final relief or ninety (90) days after the filing; (2) making a general assignment fo r the benefit of creditor s; (3) applying for the 775
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13 appointment of a receiver, trustee, custodian, or liquidator, or failure to obtain a full dismissal of any such involuntary application brought by another party before the earlier of final relief or ninety (90) days after the filing; (4) insolvency ; (5) failure, inability or admission in writing of its inability to pay its debts as they become due.

8.2 NOTICE OF DEFAULT AND OPPORTUNITY TO CURE. For all Events of Default, Lender shall give written notice to Borr ower of any Event of Default by specifying: (a) the nature of the event or deficiency giving rise to the Default, (b) the action required to cure the deficiency, if an action to cure is possible, and (c ) a date, which shall not be less than thirty (30) calendar days from the date of receipt of the notice or the date the notice was refused, by which such action to cure must be taken or if a cure is not possible within thirty (30) days, to begin such cure and diligently prosecute such to completion which shall, in any event, not exceed ninety (90) days from the date of receipt of th e notice to cure. The Lender has the sole discretion to determine whatever additional reasonable time is needed to cure.

8.3 LENDER'S REMEDIES. Upon the happening of an Event of Default by Borrower and a failure to cure said Event of De fault within the time specified in Section 8.2 above, Lender's obligation to disburse Loan proceeds shall terminate, and Lender may also, in addition to other rights and remedies permitted by the Loan Documents or applicable law, proceed with any or all of the following reme dies in any order or combination Lender may choose in its sole discretion:

A. Terminate this Loan Agreement, in which event the entire principal amount outstanding and all accrued interest unde r the Note, as well as any other monies advanced to Borrower by Lender under the Loan Documents including administrative costs, shall immediately become due and payable at the option of Lender;

B. Bring an action in equitable relief (1) seeking the specific performance by Borrower of the terms and conditions of the Loan Documents, and/or (2) enjoining, abating, or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief;

C. Accelerate the Loan, and demand immediate full payment of the principal amount outstanding and all accrued interest unde r the Note, as well as any other monies advanced to Borrower by Lender under the Loan Documents;

D. Enter the Property and take any ac tions necessary in its judgment to complete development of the Pr oject, including wit hout limitation (1) making changes in the Improvements or other work or materials with respect to the Project, (2) entering into, modifying, or terminating any cont ractual arrangements (subject to Lender's right at any time to discontinue work without liabil ity), and (3) taking any remedi al actions with respect to Hazardous Materials that Lender deems necessary to comply with Hazardous Materials Laws or to render the Property suitable for occupancy;

E. Seek appointment from a court of competent jurisdiction of a receiver with the authority to complete development of Proj ect as needed to preserve Lender's interest in seeing the Project completed in a timely manner (i ncluding the authority to take any remedial 776
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14 actions with respect to Hazardous Materials that Lender or the receiver deems necessary to comply with Hazardous Materials Laws or to render the Property suitable for occupancy);

F. Order immediate stoppage of develo pment of Project and demand that any condition leading to the Event of Default be corrected before development of Project may continue;

G. Disburse from Loan proceeds any am ount necessary to cure any monetary default;

H. Enter upon, take possessi on of, and manage the Property, either in person, by agent, or by a r eceiver appointed by a cour t, and collect rents and other amounts specified in the assignment of rents in the Deed of Trust and apply them to ope rate the Property or to pay off the Loan or any advances made under the Loan Documents, as provided for by the Deed of Trust;

I. Initiate and pursue any private and/ or judicial foreclosure action allowed under applicable law and the power of sale provision in the Deed of Trust;

J. With respect to defaults under Hazardous Materials provisions herein, pursue the rights and remedies permitted unde r California Civil Code Section 2929.5, and California Code of Civil Procedure Sections 564, 726.5, and 736; or

K. Pursue any other remedy allowed at law or in equity. Nothing in this section is intended or shall be construed as precluding Lender from proceeding with a nonjudicial foreclosure under the powe r of sale contained in the D eed of Trust in the Event of Default by Borrower.

ARTICLE 9 GENERAL PROVISIONS

9.1 BORROWER'S WARRANTIES. Borrower represents and warrants (1) that it has access to professional advice and support to th e extent necessary to enable Borrower to fully comply with the terms of these Loan Docu ments and the Regulatory Agreement, and to otherwise carry out the Project, (2) that it is duly organized, validly existing and in good standing under the laws of the State of California, (3) that it has the full power and authority to undertake the Project and to execute the Loan Documents, (4) that the persons executing and delivering the Loan Documents are authorized to execute and deliver such documents on behalf of Borrower, (5) that there ha s been no substantial adverse change in Borrower's financial condition since the date of applica tion for this loan such as judgm ent liens, tax liens, mechanic's liens, bankruptcy, etc.; and (6) that all representations in the Borrower's loan application (including all supplementary submissions) are true, correct and co mplete in all material respects and are offered to induce Lender to make this loan.

9.2 MONITORING AND EVALUATION. Except as otherwise provided for in this Loan Agreement, Borrower shall maintain and submit records to Lender within fifteen (15) 777
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15 business days of Lender's request which clea rly document Borrower's performance under each requirement of the Loan Documents.

9.3 CONFLICTS OF INTEREST. Borrower covenants that:

A. Except for approved eligible admini strative or personnel costs, no person described in subsection (B) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to th is contract or who is in a position to participate in a decision-making proce ss or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subc ontract or agreement with resp ect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section is followed.

B. The conflict of interest provisions of Section 9.3(A) above apply to any person defined in California Government Code section 1090 and an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the City, or any person related within the third (3rd) degree of such person.

9.4 POLITICAL ACTIVITY. None of the funds, material s, property or services contributed by Lender or Borrower under this Loan Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

9.5 TERM OF THIS AGREEMENT. This Loan Agreement shall commence on the Effective Date and remain in full force and effect throughout the term of this Loan.

9.6 GOVERNING LAW. The Loan Documents shall be interpreted under and be governed by the laws of the Stat e of California, except for those provisions relating to choice of law or those provisions preempted by federal law.

9.7 STATUTORY REFERENCES. All references in the Loan Documents or Regulatory Agreement to particular statutes, regulations, ordinances, or resolutions of the United States, the State of California, or the City of Oxnard shall be deemed to include the same statute, regulation, ordinance, or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafte r govern the same subject as the provision to which specific reference was made.

9.8 TIME. Time is of the essence in these Loan Documents.

9.9 CONSENTS AND APPROVALS. Any consent or approval of Lender or Borrower required under the Loan Documents shall not be unreasonably withheld or conditioned. Any approval required under the Loan Documents shall be in writing and executed by an authorized representative of the party granting the approval.

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16 9.10 NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between Borrower and Lender shall be sufficiently given and shall not be deemed given unle ss dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Borrower and Lender as follows:

LENDER: City of Oxnard Housing Department
435 South D Street
Oxnard, CA 93030
Attn: Housing Director

BORROWER: Mercy House Living Centers
203 N Golden Circle Drive, 3rd Floor
Santa Ana, CA 92705
Attn: Larry Haynes

9.11 BINDING UPON SUCCESSORS. All provisions of th ese Loan Documents shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors- in-interest, transferees, and assi gns of each of the parties; provi ded, however, that this section does not waive the prohibition on assignment of this Loan Agreement by Borrower without Lender's consent.

9.12 RELATIONSHIP OF PARTIES. The relationship of Borrower and Lender for this Project under this Loan Agreement is and at all times shall remain solely that of a debtor and a creditor, and shall not be constr ued as a joint venture, equity ve nture, partnership, or any other relationship. Lender neither undertakes nor as sumes any responsibilit y or duty to Borrower (except as provided for herein) or any third party with respect to the Project, the Property, or the Loan.

9.13 ASSIGNMENT AND ASSUMPTION. Borrower shall not assign any of its interests under this Loan Agreement or the Lo an Documents to any other party, except as specifically permitted under the terms of the Loan Documents, without the prior written consent of Lender. Any unauthorized assignment shall be void.

9.14 WAIVER. Any waiver by Lender of any oblig ation in these Loan Documents must be in writing. No waiver will be implied from any delay or failure by Lender to take action on any breach or default of Borrower or to pursue any remedy a llowed under the Loan Documents or applicable law. Any extension of time granted to Borrower to perform any obligation under the Loan Documents shall not opera te as a waiver or release from any of its obligations under the Loan Documents. Consen t by Lender to any act or omission by Borrower shall not be construed to be consent to any othe r or subsequent act or omission or to waive the requirement for Lender's written consent to future waivers.

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17 9.15 INTEGRATION. This Loan Agreement and the other Loan Documents, including exhibits, executed by Borrower for the Property, if any, contain the entire agreement of the parties and supersede any and all prior negotiations.

9.16 OTHER AGREEMENTS. Borrower represents that it has not entered into any agreements that are inconsistent with the terms of the Loan Documents. Borrower shall not enter into any agreements that are inconsistent with the terms of the Loan Documents without an express waiver by Lender in writing.

9.17 AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to the Loan Documents must be in writing, and shall be made only if executed by both Borrower and Lender.

9.18 SEVERABILITY. Every provision of this Loan Agreement is intended to be severable. If any provision of this Loan Agreement shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

9.19 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages of one or more counterpart copies may be removed from such counterpart copies and all attached to the same copy of this Agree ment, which, with all attached signature pages, shall be deemed to be an original.

(Signatures appear on next page)
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18 IN WITNESS WHEREOF, Lender and Borrower have caused this Loan Agreement to be executed by their duly authorized representatives.

City:

THE CITY OF OXNARD

_____________________________
Alexander Nguyen, City Manager

APPROVED AS TO FORM:

_____________________________
Stephen Fischer, City Attorney

APPROVED AS TO INSURANCE:

_____________________________
Michael More, Human Resources/Risk
Mana
ger
Borrower:

MERCY HOUSE LIVING CENTERS, a
California nonprofit public benefit
corporation

Name: Larry Haynes
Title: Chief Executive Officer

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