Pleasant Hill City Council
October 3, 2022

CITY OF PLEASANT HILL

CITY COUNCIL MEETING AGENDA
OCTOBER 3, 2022
REGULAR MEETING – 7:00 PM
Per City Council resolution under AB 361, members of the City Council, City staff/consultants, and the public will be able to participate either in-person* at
City Hall, 100 Gregory Lane, Pleasant Hill, CA 94523
or remotely via Zoom.
*Due to social distancing requirements, limited seating is available in person; if capacity is reached, you may participate remotely via Zoom.*
Watch on YouTube at: www.pleasanthillca.org/councilmeeting To provide comments via teleconference, click on the meeting link and enter the meeting ID and Passcode:

Meeting link: www.zoom.us
Meeting ID: 824 8871 8207
Passcode: 349510
The meeting ID and Passcode will change each meeting. See more information on Public Participation Options below.

City Council Meeting Agenda Page 1 October 3, 2022
City Offices, 100 Gregory Lane, Pleasant Hill, CA 94523 Telephone (925) 671-5267 MAYOR MICHAEL G. HARRIS COUNCILMEMBER KEN CARLSON

VICE MAYOR TIMOTHY FLAHERTY COUNCILMEMBER SUE NOACK

COUNCILMEMBER MATTHEW RINN
Options for observing the meeting and participating in public comment are provided below.

Public Communication. The public is welcome to address the City Council on items on the Consent Calendar or other items not listed on the agenda but within the Council’s jurisdiction during the general Public Comment period. There is an opportunity for the public to comment on other agenda items at the time they are discussed.

Comments are generally limited to three minutes.

Public Participation Options
1)_ Watch the Meeting via Youtube Livestream at www.pleasanthillca.org/councilmeeting. 2) Submit Written Comments by 4 pm the Day of the Meeting to [email protected] (comments received by deadline will be provided to the City Council before the meeting). Please specify that the correspondence is for public comment at the Council meeting. 3) Make Public Comment During the Meeting
When the Mayor invites public comment (or public comments on specific agenda items), you may participate in one of the following three ways:

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a. Via Zoom
Go to www.Zoom.us using your computer/smart device and enter the Meeting ID and Passcode provided near the top of this page. You are encouraged to turn on your camera/video with a blurred background during your public comment so the City Council and public can see you on screen. We ask that you state your name and city of residence for the record when you start your comments.

Please use the "Raise hand" feature in Zoom. You will be observing the meeting as an Attendee and will not be seen or heard until it is your turn to speak. You will be invited into the meeting as a Panelist and asked to speak when it is your turn.
 Try to be in a room or space without a lot of background noise.  Mute your microphone until it is your turn to speak.
 Have a strong, reliable internet connection
a. Via Phone
Call (669) 900-6833 and enter the Meeting ID and Passcode. If connecting via telephone, press *9 to “raise your hand” to alert staff that you wish to speak. (Note that there may be multiple hearing items on the same agenda.)
 Have a strong, reliable internet connection or cell phone signal. a. In Person
Members of the public may attend the meeting in person subject to the limited space available. You may speak on any matter within the City Council's jurisdiction. Please fill out a speaker's card, available at the entry to the Council Chambers, and turn it in to the City Clerk.

If, due to a disability, a reasonable accommodation is needed to participate in this meeting, please contact the ADA Coordinator 24 hours in advance of the meeting at (925) 671-5221 or via California Relay at 711.

Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet are available to the public in the City’s Public Records Portal at https://cityarchive.pleasanthillca.org/WebLink/ (click on City Council Agenda Packets) or by contacting the City Clerk at [email protected] or 925-671-5221.

City Council Meeting Recordings and Broadcasts.

Recorded City Council meetings are broadcast on Comcast Channel 28, Wave Channel 1029, and AT&T UVerse Channel 99 on the Wednesday following the meeting. Video recordings are generally available within 48 hours of the meeting, and may be viewed on the City’s website at www.pleasanthillca.org/MeetingVideos and selecting “City Council” from the meeting groups.

Agendas are Available for Review on the City Hall official noticing bulletin board (100 Gregory Lane), at the Pleasant Hill Police Department (330 Civic Drive), the Pleasant Hill Senior Center (233 Gregory Lane), and on the City’s website at www.pleasanthillca.org/agendas. Agenda packets will be available to the public on the City’s website at the same time as they are made available to the City Council.

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1. PLEDGE OF ALLEGIANCE

2. ROLL CALL

3. CLOSED SESSION REPORT (IF ANY)

4. PRESENTATIONS

4.1 Acknowledgement of Benjamin Harris as Honorary Mayor for a Day

4.2 Proclamation Designating October 22 - 26, 2022 as “Diwali, the Festival of Lights”

4.3 Introduction of Lindsey Dohlman, Education Commissioner; Brendan Cheney, Planning Commissioner; and Steve Weiss, Traffic Safety Commissioner

5. CITY MANAGER COMMENTS:
(Brief updates on pending City business without discussion by the City Council.)

6. COUNCIL ANNOUNCEMENTS AND REPORTS

6.1 Reports from Councilmembers on Meetings or Conferences Attended at City Expense

6.2 Announcements from Councilmembers

7. PUBLIC COMMENT:

The public is welcome at this time to address the City Council on items on the Consent Calendar or other items not listed on the agenda but within the Council’s jurisdiction. There is an opportunity for the public to comment on other agenda items at the time they are discussed.

Comments are limited to three minutes per speaker. To provide public comments, please see the Public Participation Options above.

8. CONSENT CALENDAR: All matters listed under “Consent Calendar” are considered by the Council to be routine and will be enacted by one motion. There will be no separate Council discussion of these items unless requested by a Councilmember prior to the time Council votes on the motion to adopt.

8.1 Approve Minutes for the Regular City Council Meeting of September 12, 2022

8.2 Approve Checks Dated: September 9, 2022; September 16, 2022; September 23, 2022

8.3 Reaffirm Resolution No. 33-22 Approving Continued Teleconferenced, Hybrid or In-Person Meetings of All City Legislative Bodies Pursuant to the Provisions of AB 361

8.4 Approve Appointment Recommendations to the Civic Action Commission and Contra Costa County Library Commission

8.5 Adopt Resolution No. ___-22 Authorizing the City Manager to Amend the Title and Rate of Pay for the City Clerk/Recorder Job Classification

8.6 Adopt a Resolution No. __ 22, Amending a Previously Approved Affordable Housing Disposition and Development Agreement (DDA) Modifying Times and Dates for Performance Related to 85 Woodsworth Lane (APN 150-150-071)
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The City, as lead agency, has determined this project qualifies for a Class 32 categorical exemption, which consists of an in-fill project, in this case a DDA, for a site located in an area with adequate public services and facilities available, consistent with the City General Plan and Zoning Ordinance, on a site less than 5 acres, surrounded by urban uses, not in an environmentally sensitive area, and which will not
have significant effects pertaining to traffic, noise, air and water quality.

8.7 Adopt Resolution No.___-22 Authorizing the Transfer and Budget of Measure K Funds for the 2022 Street Resurfacing Project No. PSC-01-22

8.8 Adopt Resolution No. ___- 22 Authorizing the City Engineer to Request the U.S. Department of Transportation for an Allocation of 2022 Reconnecting Communities Pilot Discretionary Program Grant Funds and Authorizing the City to Partner with Contra Costa County on a JointAgency Grant Proposal

8.9 Adopt Resolution No ___-22 to Approve and Record Parcel Map and Authorize the City Manager to Execute a Subdivision Improvement Agreement with Charles Gonsalves, Craig Gonsalves, Kimberly Gonsalves, David Gonsalves and Charlene Gonsalves, for Minor Subdivision MS 22-227 (2161 Pleasant Hill Road)

9. ACTION CALENDAR

9.1 Adopt Resolution No. ___-22 Authorizing the City Manager to Fund 30% of the Information Systems Technician Position from Measure K to Support the New Library

9.2 Public Hearing and Adopt Resolution No. ___-22 to Deny an Appeal and Uphold the Decision of the Planning Commission to Deny a Reasonable Accommodation Request (PLN 21-0497) for an Accessory Structure within Setback Area and a Fence/Gate Exceeding Allowable Heights at 406 Kahrs Avenue
Classes 4, and 5 Exemption - Existing Facilities, Minor Alterations to Land, and Minor Alteration in Land Use Limitations.

Item is continued from September 12, 2022.

Note: A request for continuance has been received on this item.

9.3 Public Hearing and Introduce Ordinance No. ___ Amending Zoning Ordinance Regulations for Urban Lot Splits (Section 18.20.097) and Two-Unit Projects (Section 18.20.105) Related to Senate Bill 9 (SB 9) and Determining the Ordinance to be Exempt from CEQA Exempt per Section 15061, subdivision (b)(3), and per Section 65852.21, subdivision (j), and Section 66411.7, subdivision (n).

Item is continued from September 12, 2022.

10. ADJOURNMENT
Next City Council Meeting: October 17, 2022

CITY COUNCIL STAFF REPORT
Meeting Date: October 03, 2022
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: APPROVE MINUTES FOR THE REGULAR CITY COUNCIL MEETING OF SEPTEMBER 12, 2022

RECOMMENDED CITY COUNCIL ACTION
Approve the minutes.

ATTACHMENT(S):

September 12, 2022 – Tentative Minutes
Prepared by: Carol Wu, City Clerk Recorder

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MINUTES OF THE
REGULAR MEETING – CITY COUNCIL
September 12, 2022
City Council Meeting Minutes Page 1 September12, 2022
Mayor Harris called a Regular Meeting of the City Council to order at 7:00 PM, complete proceedings of which were electronically recorded. The meeting was a hybrid of both in person and teleconferenced attendees. The meeting agenda was posted on the City Hall outdoor bulletin board at 100 Gregory Lane, Pleasant Hill, CA on September 8, 2022, by Deputy City Clerk Juanita Davalos.

1. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Henry Rudnick.

2. ROLL CALL
Attendee Name Title Status
Michael G. Harris Mayor Present
Timothy M. Flaherty Vice Mayor Absent
Ken Carlson Councilmember Present via teleconference
Sue Noack Councilmember Present
Matthew Rinn Councilmember Present

3. PRESENTATIONS

3.1 Acknowledgement of Henry Rudnick as Honorary Mayor for a Day Mayor Harris introduced Henry Rudnick as the Honorary Mayor for a Day. Honorary Mayor Rudnick assisted Mayor Harris at the City Council meeting.

3.2 Update on Pleasant Hill Library Programs
Patrick Remer, Senior Community Library Manager, delivered a presentation on the grand opening of the Pleasant Hill Library and provided updates on library events.

3.3 Proclamation Designating September as Hispanic and LatinX Heritage Month Mayor Harris presented a proclamation to Anthony Garcia, Civic Action Commissioner, declaring September as Hispanic and LatinX Heritage Month.

4. CITY MANAGER COMMENTS:

June Catalano, City Manager, reported that:
 The Commission on Aging, in partnership with the Pleasant Hill Recreation & Park District will offer an in person workshop on “Aging in Place” on October 12, 2022 from 1:00 p.m. to 2:30 p.m.;

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Attachment: September 12, 2022 Tentative Minutes (Minutes) City Council Meeting Minutes Page 2 September12, 2022
 Vote by Mail ballots for the November 8, 2022 General Election will be mailed on September 29, 2022 and the deadline to register to vote is October 24, 2022; and  Light Up the Night will be held on November 16, 2022.

5. COUNCIL ANNOUNCEMENTS AND REPORTS

5.1 Reports from Councilmembers on Meetings or Conferences Attended at City Expense
(A) Contra Costa Mayors Conference Hosted via Teleconference on September 1, 2022
Mayor Harris reported his virtual attendance at the Contra Costa Mayors Conference held on August 4, 2022 and September 1, 2022.
(B) Other Meetings Attended at City Expense
Councilmember Carlson reported his attendance at the League of California Cities Annual Conference held in Long Beach, California.

5.2 Announcements from Councilmembers
Councilmember Noack reported her attendance at the final Summer Concert by the Lake held on September 4, 2022. Councilmember Noack expressed appreciation to the Civic Action Commission and Geoff Gillette, Community Relations Manager, for their work on the Summer Concerts by the Lake. Councilmember Noack announced that the Pleasant Hill Chamber of Commerce will host a golf tournament on October 10, 2022.

Councilmember Carlson reported his attendance at Mayor Harris’ 80th birthday celebration.

Councilmember Rinn reported his attendance at the Summer Concerts by the Lake, and commented on the September 11th commemorative observations throughout the City.

Mayor Harris reported his attendance at National Night Out; the grand opening of the Youth Homes Thrift Shop; and a Pleasant Hill Chamber of Commerce mixer.

6. PUBLIC COMMENT
Mayor Harris opened public comment.

Anthony Garcia, Civic Action Commission, expressed appreciation for supporting the Summer Concerts by the Lake.

Durriya Syed, California Department of Insurance, provided information regarding low cost insurance programs for Californians.

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Attachment: September 12, 2022 Tentative Minutes (Minutes) City Council Meeting Minutes Page 3 September12, 2022
Mayor Harris closed public comment.

7. CONSENT CALENDAR
Motion (Noack/Rinn) to Approve all consent items, except for item 7.12 which was continued, carried as follows:

AYES: Carlson, Noack, Rinn, Harris
ABSENT: Flaherty
Councilmember Noack requested a presentation on item 7.10 to be scheduled at a later date.

7.1 Approve Minutes for the Regular City Council Meeting of August 1, 2022

7.2 Approve Checks Dated: July 29, 2022; August 5, 2022; August 12, 2022; August 19, 2022; August 26, 2022; August 29, 2022; September 2, 2022

7.3 Accept Update on Contra Costa Transportation Authority and Transpac

7.4 Reaffirm Resolution No. 33-22 Approving Continued Teleconferenced, Hybrid or In-Person Meetings of All City Legislative Bodies Pursuant to the Provisions of AB 361

7.5 Approve Appointment Recommendations to the Education Commission, Planning Commission and Traffic Safety Commission

7.6 Adopt Resolution No. 73-22 Amending the Adopted Credit Card and Electronic Payment Processing Charges and Directing Said Charges be Added to the Master Fee Schedule

7.7 Adopt Resolution No. 74-22, Approving a Request for a Letter of Support for a Grant Application Submitted by Satellite Affordable Housing Associates (SAHA) to California Department of Housing Community Development (HCD) for the Affordable Senior Housing Project at 490 Golf Club Road

7.8 Adopt Resolution No. 75-22 Authorizing a Request to the U.S. Department of Transportation for the Allocation of 2022 Bridge Investment Program Grant Funds

7.9 Adopt Resolution No. 76-22 Authorizing the City Engineer to Submit a Request to the Metropolitan Transportation Commission for the Allocation of 2022 One Bay Area Grant Funds and Authorizing the City to Partner with the Contra Costa Transportation Authority on a Countywide Multi-Agency Grant Proposal under the 2022 One Bay Area Grant Program

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Attachment: September 12, 2022 Tentative Minutes (Minutes) City Council Meeting Minutes Page 4 September12, 2022

7.10 Adopt Resolution No. 77-22 Adopting the 2022 Local Roadway Safety Plan Final Report, Adopt Resolution No. 78-22 Authorizing the City Manager to Execute Program Supplement Agreement No. 00000A074, and Adopt Resolution No. 79- 22 Authorizing the City Manager to Execute State Master Agreement No. 04- 5375S21 for State-Funded Projects

7.11 Adopt Resolution No. 80-22 Authorizing the City Manager to Execute an Agreement with Sable Computer, Inc. for the Purchase and Implementation of the Cohesity Backup and Data Protection Solution

7.12 Adopt Resolution No. ___-22 Authorizing the City Manager to Fund 30% of the Information Systems Technician Position from Measure K to Support the New Library -Item is continued to October 3, 2022

8. ACTION CALENDAR

8.1 Public Hearing and Adopt Resolution No. __-22 to Deny an Appeal and Uphold the Decision of the Planning Commission to Deny a Reasonable Accommodation Request (PLN 21-0497) for an Accessory Structure within Setback Area and a Fence/Gate Exceeding Allowable Heights at 406 Kahrs Avenue - Item is continued to October 3, 2022

8.2 Adopt Resolution No. 81-22 Awarding the Construction Contract for the 2022 Street Resurfacing Project No. PSC-01-22 and Authorize the City Manager to Execute A Construction Contract with MCK Services, Inc.

Ann James, Maintenance Superintendent, delivered a presentation (via teleconference) on the professional services agreement with MCK Services, Inc. in connection with services for the 2022 Street Resurfacing Project No. PSC-01-22.

No one from the public spoke on the item.

Motion (Noack/Rinn) to Approve item 8.2, carried as follows:

AYES: Carlson, Noack, Rinn, Harris
ABSENT: Flaherty

8.3 Adopt Resolution No. 82-22 Authorizing the City Manager to Execute a Professional Services Agreement with Park Engineering For Materials Testing and Construction Inspection Services for the 2022 Street Resurfacing Project No.

PSC-01-22
Ann James, Maintenance Superintendent, delivered a presentation (via teleconference) on the professional services agreement with Park Engineering in connection with inspection services for the 2022 Street Resurfacing Project No. PSC-01-22.

No one from the public spoke on the item.

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Attachment: September 12, 2022 Tentative Minutes (Minutes) City Council Meeting Minutes Page 5 September12, 2022
Motion (Carlson/Rinn) to Approve item 8.3, carried as follows:

AYES: Carlson, Noack, Rinn, Harris
ABSENT: Flaherty

8.4 Public Hearing and Introduce Ordinance No. ___ Amending Zoning Ordinance Regulations for Urban Lot Splits (Section 18.20.097) and Two-Unit Projects (Section 18.20.105) Related to Senate Bill 9 (SB 9) and Determining the Ordinance to be Exempt from CEQA
Troy Fujimoto, City Planner, introduced the item (via teleconference).

Haley Croffitt, Senior Planner, delivered a presentation (via teleconference) on amending an ordinance regarding the City’s zoning regulations for urban lot splits and two-unit projects on single-family residential lots in response to Senate Bill 9.

Ryan Stager, Best Best & Krieger, answered questions (via teleconference) posed by Councilmembers.

Jaime Yau, Pleasant Hill, spoke on this item during Public Comment.

Councilmembers provided directions to staff as stated on this record and requested that this item be continued to October 3, 2022.

8.5 Adopt Resolution No. 83-22 Authorizing the City Manager to Execute a First Amendment to the Professional Services Agreement with LCC Engineering and Surveying, Inc. for Engineering Services for the FY 2018/2020 Measure K Pedestrian and Bicycle Program
Ananthan Kanagasundaram, City Engineer, delivered a presentation (via teleconference) on the provisions to the First Amendment to the professional services agreement with LCC Engineering and Surveying, Inc. for the FY 2018/2020 Measure K Pedestrian and Bicycle Program.

No one from the public spoke on the item.

Motion (Noack/Rinn) to Approve item 8.5, carried as follows:

AYES: Carlson, Noack, Rinn, Harris
ABSENT: Flaherty

9. ADJOURNMENT
Mayor Harris adjourned the meeting at 8:39 p.m. The next regular meeting will be held on Monday, October 3, 2022, beginning at 7:00 p.m.

CAROL W. WU, CITY CLERK RECORDER

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Attachment: September 12, 2022 Tentative Minutes (Minutes)

CITY COUNCIL STAFF REPORT
Meeting Date: October 03, 2022
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: APPROVE CHECKS DATED: SEPTEMBER 9, 2022; SEPTEMBER 16, 2022; SEPTEMBER 23, 2022

RECOMMENDED CITY COUNCIL ACTION
Approve the check register.

ATTACHMENT(S):

Check Register
Prepared by: Sabrina Kwan, Accounting Technician II
Approved by: Erick Cheung, Finance Manager

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Attachment: Check Register (Check Register)

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CITY COUNCIL STAFF REPORT
Meeting Date: October 03, 2022
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: REAFFIRM RESOLUTION NO. 33-22 APPROVING CONTINUED

TELECONFERENCED, HYBRID OR IN-PERSON MEETINGS OF ALL

CITY LEGISLATIVE BODIES PURSUANT TO THE PROVISIONS OF
AB 361

SYNOPSIS
On September 15, 2021, the Governor signed into law AB 361, an urgency measure which allows for the continuation of teleconferenced meetings without complying with the teleconferencing requirements imposed by the Brown Act. The measure requires that the findings allowing for teleconferenced meetings are affirmed every 30 days. On September 12, 2022, the City Council reaffirmed Resolution No. 33-22 (adopted May 2, 2022) allowing for teleconferenced, in-person, or hybrid (a blend of remote and in-person participants) public meetings of the City’s legislative bodies from September 12, 2022 through October 12, 2022. Staff recommends the City Council reaffirm the resolution for the next 30-day period.

DISCUSSION
Background
AB 361 temporarily authorizes local agencies to hold teleconferenced meetings without complying with the teleconferencing requirements imposed by the Brown Act when the legislative body of the local agency holds a meeting: 1) during a declared state of emergency, when state or local health officials have imposed or recommended measures to promote social distancing; 2) during a proclaimed state of emergency held for the purpose of determining, by majority vote, whether meeting in person would present imminent risks to the health or safety of attendees; and 3) during a proclaimed state of emergency when the legislative body has determined that meeting in person would present imminent risks to the health or safety of attendees. The City Council has been utilizing AB 361 to hold teleconferenced meetings since October 2021 for the City Council and all subsidiary City commissions, boards, and committees.

On May 2, 2022, the City Council adopted Resolution No. 33-22 allowing for in-person, hybrid, or fully teleconferenced meetings of all legislative bodies pursuant to the provisions of AB 361.

The City Council has continuously reaffirmed that resolution.

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Analysis
In order to continue teleconferenced or hybrid meetings, the Council must reconsider the factors above every 30 days, and adopt specified findings that the facts relied upon still exist.

The State of California is still under an emergency declaration regarding COVID-19, and as of the publishing of the agenda packet that contains this report, both State and local health officials continue to recommend holding online meetings, or if meeting in person, social distancing1, to help stop the spread of the virus. Contra Costa Health Services updated its Recommendations for Safely Holding Public Meetings on September 1, 2022 (attached).

The State of California emergency declaration regarding COVID-19 remains in effect, and both State and local health officials continue to encourage online public meetings as online meetings present the lowest risk of transmission of COVID-19. If meeting in-person, social distancing is recommended to help reduce the transmission of COVID-19.

The last reaffirmation of Resolution No. 33-22 expired on October 12, 2022. Staff therefore recommends the City Council reaffirm Resolution No. 33-22 allowing for in-person, hybrid, or fully teleconferenced meetings of all City legislative bodies from October 13, 2022 through November 11, 2022 pursuant to the provisions of AB 361.

The City will continue to monitor State and local recommendations and guidelines and update the findings every 30 days, in compliance with AB 361.

FISCAL IMPACT
None

PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, at the Pleasant Hill Senior Center, and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page.

RECOMMENDED CITY COUNCIL ACTION
Reaffirm Resolution No. 33-22 allowing for in-person, hybrid, or fully teleconferenced meetings of all legislative bodies pursuant to the provisions of AB 361.

1 There are still references to social distancing in state materials including: the Frequently Asked Questions (“FAQs”) for Medi-Cal beneficiaries located at https://www.dhcs.ca.gov/Pages/COVID-19-Vaccines.aspx updated June 13, 2022; the guidance on additional vaccine doses for persons who are immunocompromised located at https://www.cdph.ca.gov/Programs/CID/DCDC/Pages/COVID-19/ThirdVaccineDoseQandA.aspx updated June 23, 2022; and the FAQ’s to Cal-OSHA’s Emergency Temporary Standards located at https://www.dir.ca.gov/dosh/coronavirus/covid19faqs.html#training updated July 18, 2022.

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ALTERNATIVES TO RECOMMENDED CITY COUNCIL ACTION
Provide further direction to staff.

ATTACHMENT(S):

Resolution No. 33-22
Recommendations for Safely Holding Public Meetings (September 1, 2022) Prepared by: Danielle K. Habr, Principal Management Analyst/City Clerk Approved by: June Catalano, City Manager

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RESOLUTION NO. 33-22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANT HILL

ALLOWING FOR IN-PERSON, HYBRID TELECONFERENCED, OR FULLY

TELECONFERENCED MEETINGS OF ALL LEGISLATIVE BODIES PURSUANT TO THE PROVISIONS OF AB 361, AND RESCINDING AND REPLACING RESOLUTION 19-22
WHEREAS, the Ralph M. Brown Act (Gov. Code § 54950 et seq.) generally requires local agencies that meet via teleconference, including through other virtual or electronic means such as Zoom, to provide public access at each location in which members of the legislative body are teleconferencing; and WHEREAS, the Legislature enacted Assembly Bill 361 (AB 361), which amended Government Code section 54953 to allow local agencies to meet virtually during a proclaimed state of emergency if state or local officials have imposed or recommended measures to promote social distancing; and
WHEREAS, the City Council finds that the Governor issued a proclamation declaring a state of emergency on March 4, 2020 due to the COVID-19 pandemic, pursuant to section 8625 of the California Emergency Services Act; and WHEREAS, the City Council has reconsidered the circumstances of the state of emergency and finds that state or local officials continue to recommend measures to promote social distancing; and
WHEREAS, the City Council desires that the City of Pleasant Hill, including all its commissions, committees, and other Brown Act bodies, shall have the option of holding public meetings in-person with social distancing, via hybrid teleconferencing, or via fully teleconferencing, pursuant to AB 361 and Government Code section 54953(e).

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Pleasant Hill;
Section 1. The recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

Section 2. This Resolution rescinds and replaces Resolution 19-22.

Section 3. The City Council and all other City commissions, committees, or other Brown Act Bodies shall be authorized to meet in person with social distancing, via hybrid teleconferencing or via fully teleconferencing the meeting. A hybrid approach is one in which some persons are permitted to attend in-person, as space permits, and others are permitted to attend virtually. The legislative body shall indicate which type of meeting it is holding by noting at the top of each agenda whether an in-person location is being

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Attachment: Resolution No. 33-22 (Teleconferenced, Hybrid or In-person Meetings 10/13/22-11/11/22) made available and if it is, approximately how many members of the public may be accommodated.

Section 4. The City Council shall take action to renew this Resolution every thirty days for as long as any state or local officials continue to recommend measures to promote social distancing, but the City Council may terminate the Resolution at any time.

In the event that more than thirty days pass in between regular City Council meetings for any reason, the City Council shall take action to renew this Resolution prior to taking any action or engaging in any deliberation or discussion at the beginning of the next regular meeting or a special meeting called for such purposes.

Section 5. The City Council hereby finds and determines that this action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15060(c)(2) and 15060(c)(3), because it will not result in a direct or reasonably foreseeable indirect physical change in the environment and is not a “project” pursuant to Section 15378(b)(5) of the CEQA Guidelines.

Section 6. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable.

The City Council declares that it would have adopted this Resolution regardless of the invalidity of any particular portion of this Resolution.

Section 7. This Resolution shall take effect immediately upon its passage.

ADOPTED by the City Council of the City of Pleasant Hill at a regular meeting of the City Council held on the 2nd day of May, 2022, by the following vote:

AYES: Carlson, Flaherty, Noack, Rinn, Harris
NOES: None
ABSENT: None
ABSTAIN: None
MICHAEL G. HARRIS, OD, Mayor
ATTEST:

DANIELLE K. HABR, City Clerk

8.3.a
Packet Pg. 52
Attachment: Resolution No. 33-22 (Teleconferenced, Hybrid or In-person Meetings 10/13/22-11/11/22) Recommendations for safely holding public meetings
Each local government agency is authorized to determine whether to hold public meetings in person, on-line (teleconferencing only), or via a combination of methods. The following are recommendations from the Contra Costa County Health Officer to minimize the risk of COVID 19 transmission during a public meeting.

1. Online meetings (i.e. teleconferencing meetings) are encouraged, where practical, as these meetings present the lowest risk of transmission of SARS CoV-2, the virus that causes COVID 19. This is particularly important when community prevalence rates are high. Our current trends as of September 1, 2022 in Covid-19 case rate, test positivity, Covid-19 hospitalizations, and Covid-19 wastewater surveillance are decreasing or stable, but still remain high at this time. In addition to this, the predominant variant of Covid-19 being identified continues to be the Omicron variant and it’s subvariants the impact of which on the spread of Covid-19 has shown to dramatically increase COVID-19 transmission.

2. If a local agency determines to hold in-person meetings, offering the public the opportunity to attend via a call-in option or an internet-based service option is recommended, when possible, to give those at higher risk of and/or higher concern about COVID-19 an alternative to participating in person.

3. A written safety protocol should be developed and followed. It is recommended that the protocol require social distancing, where feasible – i.e. six feet of separation between attendees; and consider requiring or strongly encouraging face masking of all attendees and encouraging attendees to be up-to-date on their COVID-19 vaccine.

4. Seating arrangements should allow for staff and members of the public to easily maintain at least six-foot distance from one another at all practicable times.

5. Consider holding public meetings outdoors. Increasing scientific consensus is that outdoor airflow reduces the risk of COVID-19 transmission compared to indoor spaces. Hosting events outdoors also may make it easier to space staff and members of the public at least 6 feet apart. If unable to host outdoors, consider ways to increase ventilation and flow of the indoor space to reduce the risk of COVID-19 while indoors.

6. Current evidence is unclear as to the added benefit of temperature checks in addition to symptom checks. We encourage focus on symptom checks as they may screen out individuals with other Covid-19 symptoms besides fever and help reinforce the message to not go out in public if you are not feeling well.

7. Consider a voluntary attendance sheet with names and contact information to assist in contact tracing of any cases linked to a public meeting.

Revised 9-1-2022
Sefanit Mekuria, MD, MPH
Deputy Health Officer, Contra Costa County

8.3.b
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Attachment: Recommendations for Safely Holding Public Meetings (September 1, 2022) (Teleconferenced, Hybrid or In-person Meetings 100 Gregory Lane, Pleasant Hill, CA 94523-3323 – (925) 671-5270 www.pleasanthillca.org

MEMORANDUM
TO: City Councilmembers
FROM: Vice Mayor Tim Flaherty, Chair
Councilmember Ken Carlson
DATE: October 3, 2022
SUBJECT: Approve Appointment Recommendations to the Civic Action Commission and Contra Costa County Library Commission
The City Council is requested to approve the following recommendation for appointment:

COMMISSIONS TERM
Civic Action Commission
John Stephens Completion of unfilled term through February 2024 Library Commission
Julia Dozier (Primary) Completion of unfilled term through June 2026 Richard Means (Alternate) Completion of unfilled term through June 2026

8.4 Packet Pg. 54

CITY COUNCIL STAFF REPORT
Meeting Date: October 03, 2022
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ADOPT RESOLUTION NO. ___-22 AUTHORIZING THE CITY

MANAGER TO AMEND THE TITLE AND RATE OF PAY FOR THE

CITY CLERK/RECORDER JOB CLASSIFICATION

SYNOPSIS
Adoption of the proposed resolution would authorize the City Manager to amend the title of the job classification City Clerk/Recorder to Clerk Recorder, increase the hourly rate of pay by five dollars per hour and amend the salary schedule accordingly.

DISCUSSION
Background
The City is continuously seeking ways to better manage operations and clarify roles. With the help of classification and compensation experts from the Human Resources consulting firm Koff & Associates (K&A), staff looked closely at the administrative functions in the City Manager’s office and the City Clerk function and created a new classification Principal Management Analyst/City Clerk in 2021. Staff is now seeking Council’s authorization to amend the title of the classification City Clerk/Recorder to simply Clerk Recorder, to minimize confusion and provide clarity to the public and staff about roles.

The City Clerk/Recorder classification was changed from an elected position to an appointed position in 2016 in the municipal code, and the rate of pay was established at that time and has not been adjusted in the last six years. In addition to the amended title, the proposed resolution includes language to amend the current rate of pay and increase it by five dollars per hour (10 percent).

DISCUSSION
Analysis
The proposed change will have minimal fiscal impact on the General Fund, and the proposed changes will not impact the full time employee (FTE) count in the budget. However, the proposed changes will provide needed clarity and an equitable rate change. If approved, the classification

8.5 Packet Pg. 55
title Clerk Recorder will replace the City Clerk/Recorder in the budget, and City Clerk/Recorder classification will be eliminated. If approved, the City will immediately amend the classification title and rate of pay retroactively to the beginning of the fiscal year (i.e., July 1, 2022).

FISCAL IMPACT
The adoption of the proposed resolution will have a de minimis fiscal impact given the limited hours and benefits provided this classification.

PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, at the Pleasant Hill Library, and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page and are available.

RECOMMENDED CITY COUNCIL ACTION
Staff recommends that the City Council adopt the proposed resolution, which authorizes the City Manager to amend the classification title from City Clerk/Recorder to Clerk Recorder, increase the hourly rate of pay by five dollars per hour, and amend the salary schedule accordingly.

ALTERNATIVES TO RECOMMENDED ACTION
The City Council could decline to adopt the proposed resolution and direct staff to maintain the status quo or provide further direction.

ATTACHMENT(S):

Proposed Resolution
Exhibit 1 – Hourly Unrepresented Salary Schedule
Redline Job Description
Clean Job Description
Prepared by: Ericka R. Mitchell, Human Resources Manager Approved by: June Catalano, City Manager

8.5 Packet Pg. 56
RESOLUTION NO. ___-22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANT HILL

AUTHORIZING THE CITY MANAGER TO AMEND THE CLASSIFICATION CITY

CLERK/RECORDER TO CLERK RECORDER AND PROVIDE A RATE CHANGE WHEREAS, the City seeks to provide clarity in roles and responsibilities; and WHEREAS, the City currently has two classifications with “City Clerk” in the title; and WHEREAS, the classification of City Clerk/Recorder has not had a rate change in six years; and
WHEREAS, the City has sufficient capacity in the General Fund to support a five dollar per hour increase in the rate of pay;
WHEREAS, the rate change is reflected in Exhibit 1, Unrepresented Hourly Salary Schedule attached hereto; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pleasant Hill that the City Council does hereby authorize the City Manager to amend the title of City Clerk/Recorder to Clerk Recorder, increase the pay rate by five dollars per hour using appropriate funding from the General Fund, and amend the salary schedule accordingly.

ADOPTED by the City Council of the City of Pleasant Hill at a regular meeting of the Council held on the 12
th day of September by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

MICHAEL G. HARRIS, OD, Mayor
ATTEST:

DANIELLE K. HABR, City Clerk

8.5.a
Packet Pg. 57
Attachment: Proposed Resolution (Classification Title and Rate Change - Clerk Recorder)

HOURLY UNREPRESENTED SALARY RANGES
PART TIME/HOURLY: HOURLY MINIMUM HOURLY MAXIMUM
Clerk Recorder $55.00/Hour
Office Assistant $3,849 ($23.69/Hour) $4,948 ($30.44/Hour)

8.5.b
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Attachment: Exhibit 1 - Hourly Unrepresented Salary Schedule (Classification Title and Rate Change - City Clerk/RecorderClerk Recorder
Bargaining Group: Non Represented
Revised Date: October 6, 2016
FLSA STATUS: Non-Exempt
DEFINITION:

Record the proceedings of City Council meetings; maintain the legislative history of the City and serve as the Records Manager; serve as the Elections Official to conduct or assist in the conduct of municipal elections; and perform other related duties for the City Clerk and City Manager.

SUPERVISION RECEIVED
This position shall receive administrative direction from the City ManagerCity Clerk.

EXAMPLE OF DUTIES
In addition to any other duties imposed upon the office or position of city clerk by lawclerk recorder, the city clerkclerk recorder shall:
 Keep an accurate record of proceedings of the City Council;  Maintain a permanent record of all adopted City ordinances with an affidavit of posting certificate attached to each ordinance;
 Oversee the maintenance and destruction of all City records in accordance with the adopted Records Retention Schedule;
 Conduct municipal elections as the Elections Official, including with respect to the Fair Political Practices Act;
 Act as the custodian of the City’s seal;
 Administer oaths of office and certify City documents; and[DH1]  Perform such other duties as are imposed upon the office position by the City Council as prescribed by ordinance and such other duties as directed by theClerk or City Manager.

QUALIFICATIONS:

This position is appointed by and serves at the pleasure of the City Manager. The following qualifications are desirable but not required:

Knowledge of: Appropriate State and local laws, such as the California Government Code and the Municipal Code. Election laws and procedures, including voter registration requirements.

Standards and best practices as described in the City Clerk's Handbook. Modern office methods, procedures, filing systems and equipment. Business English and letter writing.

8.5.c
Packet Pg. 59
Attachment: Redline Job Description (Classification Title and Rate Change - Clerk Recorder) City Clerk/Recorder - Page 2 of 2
Ability to: Understand the operation and organization of a city, provide information and organize material on municipal laws, regulations and policies.. Attend and understand City Council meetings, summarize the meeting in writing, and accurately record the actions taken by and the vote of City Council. Meet the public and provide required information pleasantly and efficiently.

Supervise and train assigned personnel to perform complex clerical work. Communicate effectively and tactfully in both oral and written forms. Establish and maintain complex and extensive record keeping and indexing systems and files. Operate and use a variety of office equipment. Establish and maintain effective working relationships with those contacted in the performance of required duties.

EXPERIENCE AND EDUCATION
Any combination of experience and education that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be:

Education and Experience: Possession of a Bachelor's degree in business or public administration or a closely related field. Five (5) years of exposure to public sector governing bodies and documentation.

License or Certificate: Possession of a valid California State Driver's License. Certified Municipal Clerk Certificate desirable.

8.5.c
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Attachment: Redline Job Description (Classification Title and Rate Change - Clerk Recorder) Clerk Recorder
Bargaining Group: Non Represented
Revised Date: October 6, 2016
FLSA STATUS: Non-Exempt
DEFINITION:

Record the proceedings of City Council meetings; and perform other related duties for the City Clerk and City Manager.

SUPERVISION RECEIVED
This position shall receive administrative direction from the City Clerk.

EXAMPLE OF DUTIES
In addition to any other duties imposed upon the position of clerk recorder, the clerk recorder shall:
 Keep an accurate record of proceedings of the City Council;  Perform such other duties as are imposed upon the position by the City Clerk or City Manager.

QUALIFICATIONS:

The following qualifications are desirable but not required:

Knowledge of: Appropriate State and local laws, such as the California Government Code and the Municipal Code. Standards and best practices as described in the City Clerk's Handbook. Modern office methods, procedures, filing systems and equipment. Business English and letter writing.

Ability to: Understand the operation and organization of a city. Attend and understand City Council meetings, summarize the meeting in writing, and accurately record the actions taken by and the vote of City Council. Communicate effectively and tactfully in both oral and written forms.

Operate and use a variety of office equipment. Establish and maintain effective working relationships with those contacted in the performance of required duties.

EXPERIENCE AND EDUCATION
Any combination of experience and education that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be:

8.5.d
Packet Pg. 61
Attachment: Clean Job Description (Classification Title and Rate Change - Clerk Recorder) City Clerk/Recorder - Page 2 of 2
Education and Experience: Possession of a Bachelor's degree in business or public administration or a closely related field. Five (5) years of exposure to public sector governing bodies and documentation.

License or Certificate: Possession of a valid California State Driver's License. Certified Municipal Clerk Certificate desirable.

8.5.d
Packet Pg. 62
Attachment: Clean Job Description (Classification Title and Rate Change - Clerk Recorder)

CITY COUNCIL STAFF REPORT
Meeting Date: October 03, 2022
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ADOPT A RESOLUTION NO. __ 22, AMENDING A PREVIOUSLY

APPROVED AFFORDABLE HOUSING DISPOSITION AND

DEVELOPMENT AGREEMENT (DDA) MODIFYING TIMES AND
DATES FOR PERFORMANCE RELATED TO 85 WOODSWORTH LANE
(APN 150-150-071)

SYNOPSIS
The City of Pleasant Hill (City) serves as the Housing Successor Agency (Housing Successor) to the former Pleasant Hill Redevelopment Agency (Former Agency). Upon the dissolution of redevelopment, the Former Agency transferred a parcel of vacant land located at 85 Woodsworth Lane (APN 150-150-071-2) (Property) to the Housing Successor Agency. The City and Habitat for Humanity (Habitat) entered into an Affordable Housing Disposition and Development Agreement (DDA) in February 2021, and now the parties desire to modify times or dates for performance in the DDA related to obtaining project entitlements, securing project financing, and closing escrow on the property.

DISCUSSION
Background
All California redevelopment agencies were dissolved effective February 1, 2012 through Assembly Bill x1 26. The City elected to serve as Housing Successor Agency to the Former Agency and is responsible for managing the Former Agency’s housing assets. Upon dissolution, the Former Agency transferred the 8,886-square-foot Property to the Housing Successor Agency.

State law requires the Housing Successor Agency either to sell or initiate affordable housing development on the Property by September 5, 2022. If the property is sold, all sales proceeds are restricted for use on affordable housing activities.

The City listed the Property for sale in November 2017, inviting proposals for affordable housing development or for the general sale of the property. The City selected a proposal from Habitat to negotiate an agreement.

On February 21, 2021, the City Council approved a DDA to sell the Property to Habitat for $10 and provide a forgivable $285,000 loan from the Housing Successor Agency’s Low and

8.6 Packet Pg. 63
Moderate Income Housing Asset Fund to assist with the development of four ownership housing units affordable to low and moderate income households.

The City and Habitat desire to extend times or dates for certain performance milestones related to obtaining project entitlements, securing project financing, and closing escrow on the property due to delays in the entitlement process.

Analysis
Proposed Modifications
Exhibit C to the DDA includes a Schedule of Performance that identifies a deadline for securing Project Entitlements of March 31, 2022, and a deadline for securing Other Funding Commitments necessary to develop the Project of December 31, 2022. Section 5.4 of the DDA permits the City Manager to modify a time or date for performance of a particular task by 180 days at their reasonable discretion. The City Manager previously authorized extending the Project Entitlements and Other Funding Commitments deadlines by 180 days, or to September 27, 2022 and June 29, 2023, respectively. The City and Habitat signed a letter dated March 7, 2022, agreeing to the modifications.

Habitat has not been able to meet the original timeframe, as additional time was required to revise and finalize a project scope that minimized CEQA processing timing and related costs.

The project modifications necessitated a request for an extension of timeframes. As summarized in the table below,, the City and Habitat would like to further modify times and dates for performance to accommodate the current project process:

Item to be
Performed
Responsible
Party
DDA
Reference
Original
Time for
Performance
Amended
Time for
Performance
Proposed
Time for
Performance
Project
Entitlements
City and
Developer

2.5,

4.2.1.3,

4.2.1.8 March 31,
2022
September
27, 2022
September
27, 2023
Other
Funding
Commitments
Developer 4.2.1.4 December
31, 2022
June 29,
2023
December
31, 2023
Escrow
Closing Date
City,
Developer,
and Escrow
Holder

1.1.29,

4.6 5
th day
following
Escrow
Holder’s
receipt of
written
satisfaction
or waiver of
all conditions
5 th day
following
Escrow
Holder’s
receipt of
written
satisfaction
or waiver of
all
5 th day
following
Escrow
Holder’s
receipt of
written
satisfaction
or waiver of
all

8.6 Packet Pg. 64
precedent, no
later than
January 31,
2023
conditions
precedent,
no later than
July 31,
2023
conditions
precedent,
no later than
January 31,
2024
Habitat has made the following progress on the Project to date:
 engaged architectural, civil, geotechnical, and environmental consultants  completed site surveys, geotechnical reports, and Phase 1 environmental assessments  engaged the environmental consultant to complete Phase 2 environmental assessments  engaged City staff in preparing an entitlement package submittal to the City  recorded loan documents
 secured a Habitat Board resolution that commits to providing backstop funding Modifying the dates and times in the DDA will allow the City to continue its relationship with Habitat to develop the property with affordable housing and meet the City’s Housing Element and Regional Housing Needs Allocation (RHNA) goals.

FISCAL IMPACT
There is no immediate fiscal impact at this time. The DDA approved a $285,000 expenditure from the Housing Successor’s Low and Moderate Income Housing Asset Fund, which is restricted for use on affordable housing activities. This expense is included in the Housing Successor budget.

PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, in the City Clerk’s office, at the Pleasant Hill Library, and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page and are available in the City Clerk’s office.

RECOMMENDED CITY COUNCIL ACTION
City staff recommends approving the resolution modifying times or dates for performance in the DDA.

ALTERNATIVES TO RECOMMENDED ACTION

1. Do not adopt the Resolution.

2. Continue the item to a later date, with direction provided to staff.

8.6 Packet Pg. 65
ATTACHMENT(S):

1. Proposed City Council Resolution
a. Exhibit 1 – Recorded Disposition and Development Agreement (DDA) for 85 Woodsworth Lane
b. Exhibit 2 – Proposed Modification to DDA Dates

2. Letter to Habitat for Humanity on Date Amendment
Prepared by: Troy Fujimoto, City Planner
Reviewed by: Ethan Bindernagel, Community Development Director Approved by: June Catalano, City Manager

8.6 Packet Pg. 66
RESOLUTION NO. ___ - 22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANT HILL, ACTING

AS THE HOUSING SUCCESSOR AGENCY TO THE PLEASANT HILL

REDEVELOPMENT AGENCY, AUTHORIZING THE MODIFICATION OF CERTAIN

TIMES AND DATES FOR PERFORMANCE AS SET FORTH IN THE AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT FOR 85 WOODSWORTH LANE
WHEREAS, the City of Pleasant Hill (“City”) is designated as the housing successor (the “Housing Successor”) to the dissolved Pleasant Hill Redevelopment Agency (“Former Agency”) pursuant to California Health and Safety Code (“HSC”) Section 34176; and WHEREAS, the City as Housing Successor is the owner of certain real property located at 85 Woodsworth Lane in Pleasant Hill, California (“Property”); and WHEREAS, the Former Agency acquired the Property with funds from the Former Agency’s Low and Moderate Income Housing Fund; and
WHEREAS, in accordance with HSC 34176 and the Community Redevelopment Law (HSC Sections 33000 et. seq.), the City desires to convey the Property to Habitat for Humanity East Bay/Silicon Valley (“Developer”) for the construction of four units of ownership housing (the “Project”), wherein three (3) units shall be affordable to low income households earning up to 80 percent of the Area Median Income (“Low Income Units”) and one (1) unit shall be affordable to moderate income households earning up to 120 percent of the Area Median Income (“Moderate Income Unit”); and
WHEREAS, the City entered into an Affordable Housing Disposition and Development Agreement (“DDA”) with the Developer (incorporated herein as Exhibit 1) approved by the City Council on February 21, 2021, pursuant to which the City will sell the Property to the Developer for $10 and provide a $285,000 loan to finance in part the predevelopment costs associated with developing the Low Income Units in the Project (“Loan”); and WHEREAS, the Exhibit C to the DDA provides a Schedule of Performance that summarizes times and dates for performance required before closing on the sale of the Property; and
WHEREAS, Section 5.4 of the DDA permits the City Manager to modify a time or date for performance by up to 180 days and a modification that results in an aggregate change of more than 180 days shall be subject to the approval of the City Council; and WHEREAS, due to delays in the development entitlement process, the City and Developer desire to modify times and dates for performance by more than 180 days as provided in Exhibit 2; and
WHEREAS, the Developer’s proposed acquisition of the Property and subsequent construction and completion of the Project on the Property pursuant to the terms of the DDA is in the best interest of the City and the health, safety and welfare of the City’s taxpayers and residents

8.6.a
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Attachment: Attachment 1 - Proposed Resolution (Habitat for Humanity - Agreement Amendment - 85 Woodsworth) 2 and is in accordance with the public purposes set forth in applicable law; and the modification of the performance dates set forth in the DDA as authorized herein will help to facilitate the acquisition, construction and completion of the Project as contemplated in the DDA: and WHEREAS, implementation of the DDA will further the goals and objectives of the City’s general plan by promoting development of affordable housing on a site identified in the City’s housing element for affordable housing, and will provide new housing for low income households which will help to accommodate the City’s Regional Housing Needs Allocation (RHNA) obligation.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLEASANT HILL:

Section 1. The foregoing recitals are true and correct and constitute a substantive part of this Resolution.

Section 2. The City Council hereby approves modifications to the times and dates for performance in the DDA incorporated as Exhibits 1 and 2 to this resolution.

Section 3. The City Manager and/or their designee is authorized to take all actions necessary to effectuate the implementation of the modifications to the times and dates set forth in the DDA including executing an amendment to the DDA to effectuate such modifications.

Section 4. The Mayor shall sign the passage and adoption of this Resolution and thereupon the same shall take effect and be in force.

Section 5. The City Clerk shall certify to the adoption of this resolution.

ADOPTED by the City Council of the City of Pleasant Hill at a regular meeting held on the 3 rd day of October, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
MICHAEL G. HARRIS, OD, Mayor
ATTEST:

DANIELLE K. HABR, City Clerk

8.6.a
Packet Pg. 68
Attachment: Attachment 1 - Proposed Resolution (Habitat for Humanity - Agreement Amendment - 85 Woodsworth) EXHIBIT 1

DISPOSITION AND DEVELOPMENT AGREEMENT
85 WOODSWORTH LANE
[to be attached as a separate document]

8.6.a
Packet Pg. 69
Attachment: Attachment 1 - Proposed Resolution (Habitat for Humanity - Agreement Amendment - 85 Woodsworth) 2 EXHIBIT 2

MODIFICATIONS TO TIMES AND DATES OF PERFORMANCE
85 WOODSWORTH LANE DDA
The following times and dates for performance are modified as follows:

Item to be
Performed
Responsible
Party
DDA
Reference
Original Time for
Performance
New Time for
Performance
Project
Entitlements
City and
Developer

2.5,

4.2.1.3,

4.2.1.8 March 31, 2022 September 27, 2023
Other Funding
Commitments
Developer 4.2.1.4 December 31, 2022 December 31, 2023
Escrow Closing
Date
City,
Developer,
and Escrow
Holder

1.1.29, 4.6 5
th day following
Escrow Holder’s
receipt of written
satisfaction or
waiver of all
conditions
precedent, no later
than January 31,
2023
5 th day following
Escrow Holder’s
receipt of written
satisfaction or waiver
of all conditions
precedent, no later
than January 31, 2024

8.6.a
Packet Pg. 70
Attachment: Attachment 1 - Proposed Resolution (Habitat for Humanity - Agreement Amendment - 85 Woodsworth)

RECORDING REQUESTED BY

OLD REPUBLIC TITLE COMPANY
Escrow No.: 1117023179
APN: 150-150-071

WHEN RECORDED MAIL TO
City of Pleasant Hill - Attn; City Clerk
100 Gregory Lane
Pleasant Hill, CA 94523
I IIIII I I IIIIII Ill lllll lllll lllll lllll lllll lllll lllll lllll 111111111111111111 * $ R O O O O 5 6 9 6 4 5 $ * Electronically Recorded
CONTRA COST A Co Recorder Office
DEBORAH COOPER, Clerk-Recorder
DOC - 2021-0309337
Friday, Nov 5, 202113:54
Iii
~ Total Paid: $350.00 Receipt#: 202100230328
19 - eRecording Partners Network LLC 215/ JPPC / 1-112
SPACE ABOVE THIS UN£ FOR RECORDER'S US£

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT JM/bu

THIS DOCUMENT JS BEING RECORDED BY
OLD REPUBUC: fflLE COMPANY AS AN
ACCOMMODATION ONLY. NO EXAMINAnON
HAI ION MADE AS TO ITS CON'tENTS OR
AffECI' ON Tffl.E.

8.6.b
Packet Pg. 71
Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

AFFORDABLE HOUSING DISPOSITION

AND DEVELOPMENT AGREEMENT
By and Between the

CITY OF PLEASANT HILL,
a California municipal corporation,
Acting in its capacity as the

HOUSING SUCCESSOR AGENCY TO THE FORMER PLEASANT HILL

REDEVELOPMENT AGENCY,
and

HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY
a California nonprofit public benefit corporation
38074.00014\33080246.6
85 Woodsworth Lane
Pleasant Hill, California

8.6.b
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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

TABLE OF CONTENTS
ARTICLE I. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; EFFECTIVE DATE ......................................................................................... 2

1.1 DEFINITIONS ....................................................................................................... 2

1.2 REPRESENTATIONS AND WARRANTIES .................................................... 11 ARTICLE II. PROPERTY DISPOSITION ......................................................................... 13

2.1 PURCHASE AND SALE .................................................................................... 13

2.2 PAYMENT OF PURCHASE PRICE .................................................................. 13

2.3 TITLE APPROVAL ............................................................................................ 13

2.4 DEVELOPER INVESTIGATIONS .................................................................... 14

2.5 DEVELOPER TO OBTAIN ALL PROJECT ENTITLEMENTS ...................... 16

2.6 DELIVERY OF PROPERTY FREE OF OCCUPANTS .................................... 17 ARTICLE III. PREDEVELOPMENT LOAN ............................................ ........................... 17

3.1 LOAN .................................................................................................................. 17

3.2 3.3

3.4 3.5
ARTICLE IV.

4.1 4.2

4.3 4.4

4.5 4.6

4.7 4.8

4.9 REPAYMENT OF LOAN ................................................................................... 18 USE OF FUNDS .................................................................................................. 19 DISBURSEMENT OF LOAN FUNDS .............................................................. 19 CITY NOT LIABLE ............................................................................................ 20 ESCROW INSTRUCTIONS ......................................... ................. ............... 20 OPENING OF ESCROW .................................................................................... 20 CONDITIONS TO CLOSE OF ESCROW ......................................................... 21 DEVELOPER'S ESCROW DEPOSITS ............................................................. 23 CITY'S ESCROW DEPOSITS ........................................................................... 23 CLOSING PROCEDURE ................................................................................... 24 CLOSE OF ESCROW ..................................... .... ................................................ 25 RECORDATION AND DISTRIBUTION OF DOCUMENTS .......................... 25

ESCROW CLOSING COSTS, TAXES AND TITLE POLICY
PREMIUM ............................................................................................................ 25 ESCROW CANCELLATION CHARGES ......................................................... 26

4.10 ESCROW CANCELLATION ............................................................................. 26

4.11 REPORT TO IRS ................................................................................................. 26 ARTICLE V. PROJECT DEVELOPMENT ........................................................................ 27

5.1 DEVELOPER COVENANT TO UNDERTAKE PROJECT .............................. 27 l
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5.2 5.3

5.4 5.5

5.6 5.7

5.8 ARTICLE VI.

6.1 6.2

6.3 6.4

6.5 TABLE OF CONTENTS
CONSTRUCTION START AND CO:MPLETION OF PROJECT ..................... 27 CO:MPLIANCE WITH LAWS ............................................................................ 27 SCHEDULE OF PERFORMANCE .................................................................... 27 DEVELOPER ATTENDANCE AT CITY MEETINGS .................................... 28 CITY'S RIGHT TO INSPECT PROJECT AND PROPERTY ........................... 28 COST OF CONSTRUCTION ............................................................................. 29 PREVAILING WAGES ...................................................................................... 29 DEVELOPER COVENANTS ....................................................................... 30 OBLIGATION TO REFRAIN FROM DISCRIMINATION .............................. 30

ENVIRONMENTAL INDEMNITY OF THE CITY BY THE
DEVELOPER ...................................................................................................... 30 INSURANCE ....................................................................................................... 31 DEVELOPER COVENANT TO DEFEND THIS AGREEMENT ..................... 34 . .

THE DEVELOPER ACKNOWLEDGES THAT THE CITY IS A
"PUBLIC ENTITY" AND/OR "PUBLIC AGENCY" AS DEFINED
UNDER APPLICABLE CALIFORNIA LAW ................................................... 34 ARTICLE VII. PROJECT FINANCING ................................................................................ 35

7.1 PROJECT FINANCING ...................................................................................... 35

7.2 PROJECT BUDGET ........................................................................................... 35

7.3 ONLY PERMITTED EXCEPTIONS .................................................................. 36

7.4 CITY RIGHT TO DISCHARGE PROHIBITED ENCUMBRANCES .............. 36 7 .5 RIGHTS OF LENDER AND CITY REGARDING PERMITTED
SECURITY INSTRUMENTS ............................................................................. 36 ARTICLE VIII. DEFAULTS, REMEDIES AND TERMINATION ....................................... 38

8.1 DEFAULTS - GENERAL ......... .......................................................................... 38

8.2 DEVELOPER'S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC

PERFORMANCE AND LIMITATION ON RECOVERY OF
DAMAGES PRIOR TO CLOSE OF ESCROW ................................................. 39

8.3 LEGAL ACTIONS .............................................................................................. 40

8.4 RIGHTS AND REMEDIES ARE CUMULATIVE ............................................ 41

8.5 DEVELOPER INDEMNIFICATION OF THE CITY ........................................ 41 ARTICLE IX. GENERAL PROVISIONS ............................................................................ 41

9.1 INCORPORATION OF RECITALS ................................................................... 41 ii
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TABLE OF CONTENTS

9.2 RESTRICTIONS ON TRANSFERS ................................................................... 42

9.3 NOTICES, DEMANDS AND COMMUNICATIONS BETWEEN THE
PARTIES ............................................................................................................. 42

9.4 CONFLICT OF IN"TEREST ................................................................................ 43

9.5 WARRANTY AGAIN"ST PAYMENT OF CONSIDERATION FOR
AGREEMENT .................................... ........................................... ...................... 43

9.6 NON-LIABILITY OF CITY, OFFICIALS AND EMPLOYEES ....................... 43

9. 7 UNA VOIDABLE DELAY; EXTENSION OF TIME OF
PERFORMANCE ................................................................................................ 43

9.8 IN"SPECTION OF BOOKS AND RECORDS .................................................... 44

9.9 REAL ESTATE COMMISSIONS ......... ............................................................. 44

9.10 BIN"DIN"G ON SUCCESSORS AND ASSIGNS ...... .. ....................................... . 44

9.11 ENTIRE AGREEMENT .................................................................................. .... 45

9.12 SURVIVAL OF IN"DEMNITY OBLIGATIONS ................................................ 45

9.13 TIME DECLARED TO BE OF THE ESSENCE ................................................ 45

9.14 APPROVALS ......................... ............................................................................. 45

9.15 FURTHER ASSURANCES ................................................................................ 45

9.16 CITY APPROVALS AND ACTIONS ........ ........................................................ 45 Exhibit A
Exhibit B
Exhibit C
ExhibitD
Exhibit E
Exhibit F
Exhibit G
ExhibitH
Exhibit I
Exhibit J
ExhibitK
38074.00014\33080246.6
Legal Description of Property
Scope of Development
Schedule of Performance
Predevelopment Budget
Preliminary Project Budget
Fom1 of Grant Deed
Form ofNotice of Agreement
Form of Official Action of Developer
Form of Affordable Housing Covenant
Form of Deed of Trust
FonnofNote
lll

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement This AFFORDABLE HOUSING DISPOSITION D DEVELOPMENT AGREEMENT (85 Woodsworth Lane) ("Agreement") is dated as of ,z;, 2021 (the "Effective Date"), and is entered into by and between the CITY F PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City"), and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit public benefit corporation ("Developer"). The City and the Developer are sometimes referred to in this Agreement, each individually, as a "Party," or collectively, as the "Parties."

RECITALS
A. The City is the owner of that certain real property located at the northeast comer of Woodsworth Lane and Treadway Lane with an address of 85 Woodsworth Lane, Pleasant Hill (APN 150-150-071-2) and more specifically described in Exhibit A attached hereto and incorporated herein by this reference ("Property").

B. The Property was transferred to City pursuant to Health and Safety Code ("HSC") Section 34176, when the City, as the entity that authorized the creation of the dissolved Pleasant Hill Redevelopment Agency ("RDA"), elected to retain all rights, powers, assets, liabilities, duties and obligations associated with the housing activities of the RDA, excluding any amounts on deposit in the Low and Moderate Income Housing Fund, as provided in Resolution No. 3-12 adopted on January 9, 2012.

C. In accordance with HSC Section 34176 and the Community Redevelopment Law, City requested a proposal from Developer for the development of the Property for affordable housing.

D. Developer sent to City a Letter of Intent dated April 17, 2020 (the "Letter of Intent") stating Developer's desire to acquire the Property from the City for the development of an ownership housing project that will include three (3) units to be sold to and occupied by Low Income Households, and one (1) unit to be sold to and occupied by a Moderate Income Household pursuant to certain terms as outlined in the Letter of Intent.

E. The City desires to convey the Property to the Developer for the construction of the Project (as defined in Section l.l of this Agreement) in accordance with the terms of this Agreement.

F. Developer's proposed acquisition of the Property and subsequent construction and completion of the Project on the Property pursuant to the terms of this Agreement is in the best interest of the City and the health, safety and welfare of the City's taxpayers and residents and is in accordance with the public purposes set forth in applicable law. Implementation of this Agreement will further the goals and objectives of the City's general plan by promoting development of affordable housing on a site identified in the City's housing element for affordable housing, and will provide new housing for low income households which will help to accommodate the City's Regional Housing Needs Assessment (RHNA) obligation. 1 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement E. To facilitate the development of the Project, the City further desires to provide a loan to the Developer to pay certain predevelopment costs associated with Low Income Units included in the Project, subject to tenns and conditions in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by City and Developer, the Parties agree as follows:

TERMS AND CONDITIONS
ARTICLE I.

DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE

1.1 Definitions. All initially capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1.1 "Additional Insureds" has the meaning ascribed to such term m Section 6.3.

1.1.2 "Affiliate" with respect to Borrower means (1) any entity which has the power to direct Borrower's management and operation, or any entity whose management and operation is Controlled by Borrower; or (2) any entity in which Borrower has a controlling interest; or (3) any entity a majority of whose voting equity is owned by Borrower, or for which Borrower serves as the managing member or general partner; or (4) any entity in which, or with which, Borrower, its successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation, so long as the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or created by such consolidation.
l.1.3 "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income and for Lower Income Households whose incomes do not exceed 80% of area median income, each as adjusted for family size appropriate for the Affordable Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.

1.1.4 "Affordable Housing Covenant" means that certain Affordable Housing Covenant and Restrictions on Resale entered into by and between City and Developer in the form attached hereto as Exhibit I, which shall be recorded at the Close of Escrow.

1.1.5 "Affordable Unit" means each of the four (4) single family townhome units to be constructed as part of the Development, which shall be sold at an Affordable Housing Cost to Qualified Homebuyers.

1.1.6 "Agreement" means this Affordable Housing Disposition and Development Agreement (85 Woodsworth Lane).
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1.1.7 "CEQA" means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.

1.1.8 "City" means the City of Pleasant Hill, California, a California municipal corporation.

1.1.9 "City Manager" means the City Manager of the City or his or her designee or successor in function.

1.1.10 "City Requirements" has the meaning ascribed to the term in Section 2.5.1.

1.1.11 "City's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City either (i) elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice, or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice.

1.1.12 "Close of Escrow" or "Closing" means the recording of the Grant Deed for the Property in the official records of the Recorder of the County, and completion of each of the actions set forth in ARTICLE IV by the Escrow Holder for the City to sell the Property to the Developer and the Developer to purchase the Property from the City.

1.1.13 "Completion of Construction" means the issuance of the final certificate of occupancy for the Affordable Units in the Project, based on the plans submitted by the Developer to the City, has been issued.

1.1.14 "Construction Financing" means one or more loans that Developer shall obtain from one or more Institutional Lenders, the proceeds of which are to be used and applied to pay the reasonable costs of obtaining such loan(s) and the Project Costs. Such loan(s) shall provide for normal and customary disbursement controls for the payment of Project Costs and normal and customary fees and expenses for loan(s) of similar size and purpose. Construction Financing is set forth in the Preliminary Project Budget.

1.1.15 "Construction Financing Documents" means the various documents and instruments made by and between Developer and one or more Institutional Lenders that evidence or perfect the Constmction Financing or the security for repayment of the Construction Financing, including any associated Security Instrument.

1.1.16 "Control" means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise.

1.1.17 "County" means the County of Contra Costa, California. 3 38074.00014\33080246.6

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1.1.18 "Deed of Trust" means the Deed of Trust made by Developer for the benefit of City in substantially the form of Exhibit J attached to this Agreement, which pledges the Property as collateral to secure repayment of the Predevelopment Loan following Close of Escrow.

1.1.19 "Developer" means Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, and its successors and assigns that are permitted by this Agreement.

1.1.20 "Developer's Title Notice" means a written notice from the Developer to the City indicating the Developer's objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property, describing .in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer's objections.

1.1.21 "Due Diligence Investigations" means the Developer's due diligence investigations of the Property to determine the suitability of the Property for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer.

1.1.22 "Due Diligence Investigation Rejection Notice" means a written notice of the Developer delivered to the City and the Escrow Holder, prior to the end of the Due Diligence Period, indicating the Developer's rejection of the condition of the Prope1ty and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Property.

1.1.23 "Due Diligence Period" means the date commencing on the Effective Date and ending at 5:00 p.m. on the two hundred seventieth (270th) day following the Effective Date.

1.1.24 "Effective Date" means 1 {t-'? /t--ot.d ,~

1.1.25 "Environmental Claims" has the meaning ascribed to the term in Section

6.2. 1.1.26 "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") [ 42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.l; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.]; the Toxic Substances Control Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, 4 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.l; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [ 42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.l; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

1.1.27 "Environmental Matters" has the meaning ascribed to the term in Section

6.2. 1.1.28 "Escrow" has the meaning ascribed to the term in Section 2.1.

1.1.29 "Escrow Closing Date" means, subject to extension due to Unavoidable Delay, a date on or before the fifth (5th) business day following the Escrow Holder's receipt of written confirmation from both City and Developer of the satisfp.ction or waiver of all conditions precedent to the Close of Escrow, but in no event later than \ /~l /7,,u1, ~

1.1.30 ."Escrow Holder" means Old Republic Title Company, through its office located at 555 12th Street, Suite 2000, Oakland CA 94607 or such other escrow holder mutually agreed upon in writing by both City and Developer.

1.1.31 "Escrow Opening Date" has the meaning ascribed to the term in Section

4.1. 1.1.32 "Event of Default" has the meaning ascribed to the term in Section 8.1.

1.1.33 "FIRPTA Affidavit" means an affidavit complying with Section 1445 of the United States Internal Revenue Code.

1.1.34 "Governmental Agency" means any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence.

1.1.35 "Governmental Requirements" means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency.
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1.1.36 "Grant Deed" means a deed in the form of Exhibit F to this Agreement, conveying all of the City's interest in the Property to the Developer.

1.1.37 "Hazardous Substances" means, without implied limitation, substances defined as "hazardous substances," "hazardous material," "toxic substance," "solid waste," or "pollutant or contaminate" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the TSCA; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [ 49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [ 40 CFR Part 302]; and those substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code or, as "hazardous substances" in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317. Notwithstanding the foregoing, "Hazardous Substances" shall not include such products in quantities as are customarily used in the construction, maintenance, development or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine.

1.1.38 "Indemnified Parties" has the meaning ascribed to the term in Section 5.3.

1.1.39 "Institutional Lender" means any of the following: (a) a bank (State, Federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (State or Federal), pension, welfare or retirement fund or system, real estate investment trust ( or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or a subsidiary of a Fortune 500 company; or (b) any person or entity that is an Affiliate of or is a combination of any one or more of the persons or entities described in "(a)" of this Section.

1.1.40 "Lender" means the holder of any Security Instrument and its successors and assigns.

1.1.41 "Loan Documents" means the documents, instruments and agreements evidencing and securing the Loan including, but not limited to, this Agreement, the Promissory Note, the Deed of Trust and the Affordable Housing Covenant.

1.1.42 "Loan Funds" means those certain funds to be disbursed to Developer by City as part of the Predevelopment Loan
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1.1.43 "Low Income Units" means Affordable Units that are set aside to be sold to and occupied by Lower Income Households.

1.1.44 "Low Income Households" means persons and families whose income does not exceed 80% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.1.45 "Moderate Income Households" means persons and families whose income does not exceed 120% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.1.46 "Moderate Income Unit" means the Affordable Unit that is set aside to be sold to and occupied by Moderate Income Households.

1.1.47 "Note" means a promissory note made by Developer in favor of the City in substantially the form of Exhibit K attached to this Agreement evidencing the Predevelopment Loan.

1.1.48 "Notice of Agreement" means the notice in the form of Exhibit G to this Agreement to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property.

1.1.49 "Parties" means, collectively, the City and the Developer.

1.1.50 "Party" means, individually, the City or the Developer, as applicable.

1.1.51 "PCO Statement" means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3.

1.1.52 "Permitted Exceptions" means (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 2.3; (ii) any exceptions from coverage under the proposed Title Policy; (iii) non-delinquent property taxes and assessments; (iv) this Agreement; (v) the Grant Deed; (vi) the Notice of Agreement; (vii) tl1e Affordable Housing Covenant; (viii) the Deed of Trust; (ix) any Permitted Security Instrument; and (x) any other document or encumbrance expressly required or allowed to be recorded against the Property or the Project under the terms of this Agreement.

1.1.53 "Permitted Security Instrument" means any Security Instrument: (a) that encumbers only the Property or any interest in the Property; (b) that is held by a Lender that is an Institutional Lender, subject to the jurisdiction of the courts of the State, not immune from suit and cannot elect to be inmmne from suit; and (c) only secures the repayment of money used to pay or reimburse the Project Costs. Promptly after execution, Developer shall promptly delivery a copy of any Security Instmment to the City, with the Lender's name and notice address.

1.1.54 "Permitted Transfer" means any of the following types of Transfer by Developer, which unless otherwise provided do not require the City's prior written approval:
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1.1.54.1 Any Transfer to Institutional Lender pursuant to a Permitted Security Instrument as collateral for bona fide Construction Financing to pay all or any part of the Project Costs.

1.1.54.2 Any Transfer directly resulting from the foreclosure or deed in lieu of foreclosure of a Permitted Security Instrument for a loan from an Institutional Lender to the Project or as otherwise permitted under Section 7.5.7.

1.1.54.3 The sale of the Affordable Units in the Project consistent with the Affordable Housing Covenant.

1.1.55 "Predevelopment Budget" means the costs for certain predevelopment and acquisition activities associated with the Project, as more specifically set forth in Exhibit D attached to this Agreement..

1.1.56 "Preliminary Project Budget" means the estimated total costs associated with the Project, as more specifically set forth in Exhibit E attached to this Agreement.

1.1.57 "Preliminary Report" means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy.

1.1.58 "Prevailing Wage Action" means any of the following: (a) any determination by the California Department of Industrial Relations that prevailing wage rates should have been paid, but were not; (b) any determination by the California Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid; ( c) any administrative or legal action or proceeding arising from any failure to comply with the Federal Davis-Bacon Act (codified as 40 U.S.C. §§ 3141 et seq.) or California Labor Code Sections 1720 through 1781, as amended from time to time, regarding prevailing wages, including maintaining certified payroll records; or (d) any administrative or legal action or proceeding to recover wage amounts at law or in equity.

1.1.59 "Project" means the construction of the Property as a four unit attached single family townhouse development with zero lot line parcels in a two story building, including all required or associated on-site and off-site improvements, all hardscape and all landscaping, all as specifically described in the Scope of Development, and all to be developed in accordance with the project entitlements to be approved by the City and any conditions imposed by the City in its approval of the project entitlements.

1.1.60 "Project Commencement Date" means no later than the date sixty (60) days after the Close of Escrow.

1.1.61 "Project Completion Date" means that date· set forth therefor by which a certificate of occupancy has been issued for each of the Affordable Units in the Project, as more particularly provided in the Schedule of Performance. The Project Completion Date shall be no later than the date which is thirty (30) months after the Project Commencement Date, subject to Unavoidable Delay.
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1.1.62 "Project Costs" means all of the costs of development and construction of the Project.

1.1.63 "Predevelopment Loan" means a loan of Two Hundred Eighty-Five Thousand Dollars ($285,000.00) made by City to Developer to finance in part the predevelopment costs associated with the Low Income Units as set forth in the Predevelopment Budget, which shall be repaid by Developer pursuant to the terms of this Agreement and the Note.

1.1.64 "Property" means that real property, and all current and future improvements thereon (including, without implied limitation, the Project), legally described in Exhibit A

1.1.65 "Property Transfer" means and refers to any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seg., of all or any portion of the Property.

1.1.66 "Purchase Price" means the purchase price for the Property in the amount of Ten Dollars ($10.00).

1.1.67 "Record", "recorded", "recording" or "recordation" each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Contra Costa, California.

1.1.68 "Qualified Homebuyer" means both: 1) a Low Income Household as applicable to the Low Income Units and a Moderate Income Household, as applicable to the Affordable Unit that the household seeks to purchase, and 2) a first-time homebuyer, as defined in 24 CFR Section 92.2 or any successor regulation thereto.

1.1.69 "Schedule of Performance" means the schedule for the performance of certain actions by the Parties pursuant to this Agreement, attached to this Agreement as Exhibit C.

1.1.70 "Scope of Development" means the detailed description of the Project attached to this Agreement as Exhibit B.

1.1.71 "Security Instrument" means any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to grant real property (including leasehold) security for any obligation (including a purchase-money or other promissory note) encumbering the Property, as entered into, renewed, modified, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied, and discharged of record. If two or more such security instruments are consolidated or restated as a single lien or held by the same Lender (as applicable), then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument.

1.1.72 "Senior" means, referring to multiple Security Instruments, the Security Instrument that is most senior in lien of the same type. Where Senior is used as a comparative term as against any specified Security Instrument, such term refers to any Security Instrument of 9 38074.00014\33080246.6

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1.1.73 "State" means the State of California.

1.1.74 "Title Company" means Old Republic Title Company, through its office located at 555 12th Street, Suite 200, Oakland, CA 94607 or such other title company mutually agreed upon in writing by both City and Developer

1.1.75 "Title Policy" means a standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property, subject only to the Permitted Exceptions. However, at Developer's option, Developer may acquire an ALTA extended coverage policy. City shall pay for the standard CLTA policy. Developer shall pay for any additional or AL TA extended coverage policy.

1.1.76 "Transfer" means any of the following:

1.1.76.1 Any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); or

1.1.76.2 Any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect equity interest(s) in the owner of such property, right or obligation by the holders of such equity interest(s); or

1.1. 76.3 Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

1.1.76.4 Any Property Transfer; or

1.1. 76.5 The recordation of any deed of trust, mortgage, lien or similar encumbrance against all or any portion of the Property or the Project.

1.1.77 "Unavoidable Delay" means any delay that is caused by the exclusively by the other Party or that is beyond the control of the City or the Developer, including delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes, but excluding circumstances subject to Section 9.7.2.

1.2 Representations and Warranties.

1.2.1 City Representations and Warranties. The representations and warranties of City contained in this Section 1.2.1 shall be based upon the actual knowledge of the 10 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement City Manager as of the Effective Date. All representations and warranties contained in this Section

1.2.1 are true and correct as of the Effective Date. City's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. City hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations and warranties:

1.2.1.1 City is a California municipal corporation, duly formed and operating under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

1.2.1.2 The persons executing any instruments for or on behalf of City have been authorized to act on behalf of City and this Agreement is valid and enforceable against City in accordance with its terms and each instrument to be executed by City pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against City in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in c01mection with the valid execution and delivery of and compliance with this Agreement by City.

1.2.1.3 City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby.

1.2.1.4 The Property is a legally formed parcel in the approximate size of

0.20 acres.

1.2.1.5 If the City becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the City under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the City's knowledge and/or belief as of a certain date, the City will give immediate written notice of such changed fact or circumstance to the Developer.

1.2.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this Section 1.2.2 shall be based upon the actual knowledge of Janice Jensen, President and CEO as of the Effective Date. All representations and warranties contained in this Section 1.2.2 are true and correct as of the Effective Date. The Developer's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. The Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made in material reliance by City on such covenants, representations and warranties:

1.2.2.1 The Developer is a California nonprofit public benefit corporation, lawfully entitled to do business in the State of California and the City. The Developer has the legal 11 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer.

1.2.2.2 The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for the Developer's authorization to enter into Agreement.

1.2.2.3 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instmment or other obligation to which the Developer is a party or by which the Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Property.

1.2.2.4 This Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by the Developer.

1.2.2.5 If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer's knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the City.

1.2.3 Exhibit List. The following is a list of the Exhibits attached to this Agreement. Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A
Exhibit B
ExhibitC
ExhibitD
Exhibit E
Exhibit F
ExhibitG
Exhibit H
Exhibit I
Exhibit J
ExhibitK
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Legal Description of Property
Scope of Development
Schedule of Performance
Predevelopment Budget
Preliminary Project Budget
Form of Grant Deed
Form of Notice of Agreement
Fonn of Official Action of Developer
Fmm of Affordable Housing Covenant
Fmm of Deed of Trust
FmmofNote
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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement ARTICLE II.

PROPERTY DISPOSITION

2.1 Purchase and Sale. In exchange for the Purchase Price and the Developer's other covenants and undertakings set forth in this Agreement, the City shall sell the Property to the Developer and the Developer shall purchase the Property from the City pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the Property pursuant to the terms of this Agreement, the City and the Developer agree to open an escrow ("Escrow") with the Escrow Holder. ARTICLE N of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for completion of the Escrow for the sale of the Property, as contemplated by this Agreement. The Developer and the City shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control.

2.2 Payment of Purchase Price. The Developer shall pay the Purchase Price by depositing the Purchase Price into the Escrow, at least one (1) business day preceding the Escrow Closing Date.

2.3 Title Approval. As soon as practicable following the Effective Date, the City shall obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Developer. Within sixty (60) days following the Developer's receipt of a Preliminary Report for the entire Property, the Developer shall deliver the Developer's Title Notice to the City. If the Developer fails to deliver the Developer's Title Notice to the City within sixty (60) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to approve the status of title to the Property. Within twenty (20) days following receipt by the City of Developer's Title Notice, if any, the City shall serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within twenty (20) days following its receipt of Developer's Title Notice, the City shall be deemed to elect not to remove any matter objected to in Developer's Title Notice, if any, from the Preliminary Report. If the City elects in City's Title Notice Response to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, the City shall cause the removal of each such objectionable matter from the Preliminary ·Report within sixty (60) days fo11owing receipt by the Developer of City's Title Notice Response or such other period of time that may be agreed to in writing by both the City and the Developer. If the City is unwilling or unable to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, then, within ten (10) days following the Developer's receipt of City's Title Notice Response stating that the City is unwilling to remove or cause the removal of any matter objected to in Developer's Title Notice or upon the expiration of the above sixty (60) day time period during which the City elected to remove such objectionable matters from the Preliminary Repmt and was unable to do so, the Developer may either (1) refuse to accept the title to and conveyance of the Property, in which case the Parties shall have the right, subject to Section 2.3.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) be deemed to waive its objection to any items set forth in Developer's Title Notice. 13 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

2.3.1 If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Property, or the City becomes aware of any previously undisclosed matter affecting title to the Prope.rty, following the delivery of the Developer's Title Notice, the City shall provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. The City and the Developer shall have such rights and obligations with respect to such previously undisclosed title matters ·as they did with respect to any title matters set forth in the original Preliminary Report as set forth in Section 2.3.

2.3.2 Before exercising any right a Party may have under this Section 3 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 4.10.

2.3.3 The City agrees not to place any matters of record against the Property (other than Permitted Exceptions and any matters arising from City's issuance or exercise of any remedy related to any approval for the Project), prior to the Close of Escrow, without the prior written consent of Developer.

2.4 Developer Investigations.

2.4.1 The Developer shall have until the expiration of the Due Diligence Period to complete all of its Due Diligence Investigations with respect to the entirety of the Property. The Developer shall complete all of its Due Diligence Investigations within the Du.e Diligence Period and shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the Project, as the Developer may deem necessary or appropriate. City makes no representation or warranty to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. The Developer shall deliver a Due Diligence Investigation Rejection Notice to the City prior to the end of the Due Diligence Period. If the Developer does not timely deliver its Due Diligence Investigation Rejection Notice prior to the end of the Due Diligence Period, the Developer shall be deemed to have accepted the condition of the Property in 14 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement its current condition. If the condition of the Property is rejected, then either Party shall have the right, subject to Section 2.3.2, to cancel the Escrow and terminate this Agreement, in its sole discretion, without liability to the other Party or any other person, by delivery of a written notice of termination to the other Party and Escrow Holder. The Developer shall accept all conditions of the Property, without any liability of the City whatsoever, upon the Developer's deemed acceptance of the condition of the Property by its failure to timely deliver its Due Diligence Investigation Rejection Notice. The Developer's failt1;re to timely deliver its Due Diligence Investigation Rejection Notice shall evidence the acceptance of the condition of the Property by the Developer in its existing "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition, as of the last day of the Due Diligence Period. In its sole discretion, the Developer may accept the Property in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition at any time before the end of the Due Diligence Period. The Developer shall conduct during the Due Diligence Period such environmental assessment(s) of the Property as the Developer deems appropriate. If such assessment(s) do not reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City shall promptly and at its sole cost and expense install security fencing around the Property. If such assessment(s) do reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof.

2.4.2 Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. The Developer shall be liable for any damage or injury to any person or property arising from the acts of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Property and the Developer shall indemnify, defend with counsel reasonably acceptable to the City and hold harmless the City and its elected officials, officers, directors, attorneys, contractors, agents and employees from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Property other than for discovery of existing conditions on the Property. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the liability insurance requirements of Section 6.2.

2.4.3 Before exercising any right a Party may have under this Section 2.4 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable due diligence matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable due diligence matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such due diligence matter unless such obligation is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on 15 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement a mutually acceptable method of resolving the objectionable due diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant · to Section 4.10.

2.5 Developer to Obtain all Project Entitlements.

2.5.1 The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval, policies, practice or elsewhere) (collectively, the "City Requirements"), shall be applicable to the use and development of the Project on the Property by the Developer. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any City Requirements regarding the Property, the Project, the Developer, any successor-in-interest of the Developer or any successor-in-interest to the Property. The City Requirements may only be changed or waived by modification or variance approved by the City and consistent with this Agreement. No entitlement, permit or other approval from the City for development of the Project on the Property shall attach to any portion of the Property or otherwise become effective to allow the Developer to develop the Project on the Property until after the Developer owns fee title to that portion of the Property to which such entitlement, permit or other approval pertains. Under no circumstances shall the Developer commence development of any portion of the Project on the Property prior to the Developer owning fee title to the Property.

2.5.2 The approval of the Scope of Development shall not be binding on the City Council or the Planning Conunission of the City regarding any approvals of the Project required by such bodies. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement, except that following the Close of Escrow, the Developer shall possess the same rights as any other owner of property within the Property that desires to develop its property in a manner consistent with the City's General Plan. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development.

2.5.3 Notwithstanding any provision to the contrary in this Agreement, following the Close of Escrow, the Developer agrees to accept and comply fully with any and all conditions of approval applicable to all approvals, permits and other governmental actions regarding the development or operation of the Project on the Property, so long as such conditions of approval are consistent with the Scope of Development and this Agreement in all material respects.

2.5.4 Developer to Pay All Costs and Expenses. The Parties agree that the City shall not provide any financial assistance to the Developer in connection with the Project except as may be expressly set forth in this Agreement. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project. The Developer shall pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit 16 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall obtain any and all necessary approvals, prior to the commencement of applicable portions of construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section 2.5.4, Developer shall be responsible for the costs, or immediate reimbursement to the City upon delivery of an invoice for the costs, of the following:

2.5.4.1 all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the negotiation of this Agreement that may be undertaken by the Developer;

2.5.4.2 all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project; and

2.5.5 The Developer shall obtain all entitlements, permits and other approvals for use and development of the Project on the Property from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay.

2.6 Delivery of Property Free of Occupants. At the Close of Escrow, the City will deliver possession of the Property to Developer free and clear of any contractual rights created by or with the consent of the City for any person or entity ( other than Developer) to use or occupy the Property.

ARTICLE III.

PREDEVELOPMENTLOAN

3.1 Loan. City hereby agrees to make a loan (the "Loan") to Developer in a total amount not to exceed TWO HUNDRED EIGHT-FIVE THOUSAND DOLLARS ($285,000.00) from Low and Moderate Income Housing Asset Funds, subject to the terms and conditions of the Loan Documents. The Loan shall be evidenced by, and repayable in accordance with, the Note, in a principal amount not to exceed Two Hundred Eighty-Five Thousand Dollars ($285,000.00), which amounts may be used to pay for certain pre-development costs as set forth in the Predevelopment Budget that are associated with the development of the Low Income Units, provided that the disbursement of the Loan Amount shall be subject to satisfaction of certain conditions precedent as more specifically set forth in Sections 3.4.1, 3.4.2 and 3.4.3 of this Agreement. The Note shall be a recourse debt of Developer, and upon the Close of Escrow, shall be secured by the Deed of Trust.

3.2 Repayment of Loan.

3.2.1 After Close of Escrow on the Property, Developer will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon 17 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement completion of construction of each of the Low Income Units and sale to a Qualified Homebuyer as applicable to the Low Income Unit, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) ("Buyer's Note"); (ii) a deed of trust in favor of City to secure the Buyer's Note ("Buyer's Deed of Trust"); and (iii) a Resale Restriction Agreement containing owner occupancy and restrictions on transfer with a term of forty-five (45) years ("Resale Restriction") and Right of First Refusal to re-acquire, renovate, and re-sell the Low Income Unit. Upon completion of the Moderate Income Unit, the Qualified Homebuyer shall executed a Resale Restriction and Right of First Refusal to re-acquire, renovate, and re-sell the Moderate Income Unit only. The Buyer's Note, Buyer's Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

3.2.2 Upon execution of the Buyer's Note, Buyer's Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Low Income Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

3.2.3 Upon execution of the third and last Buyer's Note, Buyer's Deed of Trust and Resale Restriction, applicable to the Low Income Units, and execution of the Resale Restriction applicable to the Moderate Income Unit, the then outstanding principal amount and accrued interest under the Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

3.2.4 The Loan Funds shall bear simple interest at the rate of three percent per annum.

3.2.5 In the event of any default by Developer under the Deed of Trust, the Note, this Agreement, the Affordable Housing Covenant or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s) prior to the execution of the final Buyer's Note and Buyer's Deed of Trust and all four ( 4) Resale Restrictions, the then outstanding principal and accrued interest on the Loan shall be due and payable in full in accordance with the terms of the Note.

3.3 Use of Funds. The Loan Funds may be used only to pay costs of the Project that are directly attributable or proportionately attributable to the Low Income Units, in accordance with the Predevelopment Budget and all applicable Governmental Requirements.

3.4 Disbursement of Loan Funds.

3.4.1 Conditions Precedent to Initial Disbursement. The City's first Disbursement of Loan Funds pursuant to this Agreement (the "Initial Disbursement'') shall be made not less than sixty (60) days following execution of this Agreement and shall be used to reimburse Developer for certain predevelopment costs incurred by Developer in connection with the development of Low Income Units as part of the Project prior to Close of Escrow as approved 18 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement by City and as set forth in the Predevelopment Budget. City's obligation to make the Initial Disbursement is conditioned upon the satisfaction or waiver by City of each and all of the conditions precedent described below ("Conditions Precedent to Initial Disbursement"), which are solely for the benefit of the City, and which shall be fulfilled or waived by the time periods provided for herein. The Conditions Precedent to fuitial Disbursement include:

3.4.1.1 Subject to expiration of any applicable cure period, Developer shall not be in default of any of its obligations under the terms of this Agreement.

3.4.1.2 Execution and delivery of the Note to the City.

3.4.1.3 Developer shall have provided the City with a copy of the resolution of the Developer approving and authorizing execution of this Agreement and all documents contemplated hereby on behalf of Developer and with such other documentation required by the City regarding Developer's status and authority to enter into this transaction.

3.4.1.4 Developer shall have provided City with a certificate showing it to be in good standing under the laws of the State of California.

3.4.l.5 Developer shall have submitted to the City one or more Draw Requests for the disbursement amount requested executed by the Developer with documentation satisfactory to the City ofpredevelopment costs actually incurred by Developer.

3.4.1.6 Developer shall have satisfied all of the applicable terms and conditions set forth in this Agreement, including without limitation providing evidence that it possesses the insurance required by Section 6.3 of this Agreement.

3.4.1.7 All of the representations and warranties made by the Developer in this Agreement and in the Note shall be true and correct in all material respects as of the date of the Initial Disbursement.

3.4.2 Conditions Precedent to Subsequent Disbursements. City shall disburse the remaining proceeds of the Loan Funds to Developer from time to time through subsequent disbursements only for the purpose of financing costs that are listed in the Predevelopment Budget.

Prior to making any subsequent disbursements of Loan proceeds after the Initial Disbursement, each of the following conditions precedent shall have been satisfied or waived by the City in its sole discretion, each of which are solely for the benefit of the City. These conditions precedent include:

3.4.2.1 All of the Conditions Precedent to Initial Disbursement shall have been and continue to be satisfied.

3.4.2.2 Developer shall not be in default under this Agreement or any of the Loan Documents.

3.4.2.3 Developer shall have submitted to the City a Draw Request for the disbursement amount requested executed by the Developer. 19 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

3.4.3 Timing of Subsequent Disbursements. Following the Initial Disbursement, City shall disburse Loan Funds to Developer only after and to the extent that the Conditions Precedent to Subsequent Disbursements are met or waived, and no more often than once per calendar month. Upon receipt of a Draw Request, City shall, within thirty (30) days of receipt thereof, determine, in City's reasonable discretion, the portions of the request eligible for payment as Eligible Costs. Upon such determination, City shall disburse Loan Funds to Developer in an amount equal to the Eligible Costs with a written notice indicating any expenses determined to be ineligible for payment as Eligible Costs. City shall not be obligated to disburse Loan Funds if Developer has not submitted a fully completed Draw Request as provided for in this Section 3 .4.

3.4.4 Draw Request. Each "Draw Request" shall include, at a minimum:

3.4.4.1 the specific dollar amount of the request;

3.4.4.2 the specific proposed use of the draw;

3.4.4.3 documentation that supports the amount and use as described in the request (copies of the contract for work, invoice, and evidence of payment of invoice);

3.4.4.4 a current budget and an accounting of money spent to date with balance remaining;

3.5 City Not Liable. In no event shall City be liable to Developer or any other party, including but not limited to any lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of City hereunder, including without limitation, failure or delay in making any disbursement of Loan Funds, except to the extent of City's gross negligence or willful misconduct.

ARTICLE JV.

ESCROW INSTRUCTIONS

4.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement is deposited with Escrow Holder ("Escrow Opening Date"). The Developer shall cause the Escrow to be opened within five (5) days following the Effective Date. Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE IV shall constitute the joint escrow instructions of the City and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between them, as contemplated in this Agreement.

4.2 Conditions to Close of Escrow. The conditions set forth below shall be satisfied or waived in writing by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close Escrow.

4.2.1 Developer's Conditions to Close of Escrow. The Developer's obligation to purchase the Property from the City on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived in writing by the Developer:
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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

4.2.1.1 The Developer agrees, or is deemed, to accept the title to and conveyance of the Property, pursuant to Section 2.3;

4.2.1.2 The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the City prior to the expiration of the Due Diligence Period;

4.2.1.3 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the City's General Plan;

4.2.1.4 Developer has received the commitments for funding to make the construction and operation of the Project financially feasible in the Developer's discretion;

4.2.1.5 The Title Company is unconditionally committed to issue the Title Policy for the Property, subject to any Permitted Exceptions, to the Developer;

4.2.1.6 Developer approves the Escrow Holder's estimated Escrow closing/settlement statement;

4.2.1.7 The representations, warranties and covenants of the City set forth in Section 1.2.1 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

4.2.1.8 The Developer has obtained all entitlements required in connection with the development of the Property, subject to conditions of approval acceptable to Developer in Developer's sole discretion, any applicable appeal period has expired without appeal having been filed or, if an appeal is filed, such appeal has been denied, and no legal action has been instituted against Developer or the City alleging the invalidity of such entitlements;

4.2.1.9 The City has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow; and

4.2.1.10 The City deposits the items into the Escrow required by Section 4.4.

4.2.2 City's Conditions to Close of Escrow. The City's obligation to sell the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by the City:

4.2.2.1 The Developer agrees, or is deemed, to accept the title to and conveyance of the Property, pursuant to Section 2.3;

4.2.2.2 The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the City prior to the expiration of the Due Diligence Period;

4.2.2.3 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the, City's General Plan; 21 3 8074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

4.2.2.4 The Title Company is unconditionally committed to issue a lender's policy of Title Insurance with any endorsements the City may reasonably require, insuring the City in the principal amount set forth in the Promissory Note, of the validity and priority of the Deed of Trust upon the Property, in second lien position subject only to the Security Instruments securing the Construction Financing, the Affordable Housing Covenant and liens and matters of record approved by the City in writing, and showing fee simple title to the Property in the name of the Developer (the "City's Lender Title Policy").

4.2.2.5 The Developer submits to the City evidence satisfactory to the City, in the City's reasonable discretion, that the Developer has obtained all entitlements necessary for the development of the Property from each applicable Governmental Agency, including the City;

4.2.2.6 The Developer has completed all ofits material obligations required by this Agreement to be completed prior to the Close of Escrow;

4.2.2.7 The Developer submits to the City the Developer's organizational documents;

4.2.2.8 The Developer submits to the City a copy of the construction contract for the Project in substantially final form (with a copy of the final construction contract being delivered to the City by Close of Escrow);

4.2.'2.9 The Developer submits to the City copies of the Construction Financing Documents in substantially fmal form (with copies of the final Construction Financing Documents being delivered to the City through Close of Escrow);

4.2.2.10 The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date; and

4.2.2.11 The Developer deposits the items into the Escrow required by Section 4.3.

4.3 Developer's Escrow Deposits. Following satisfaction or waiver of each of the Developer's conditions to Close of Escrow set forth in Section 4.2.1, the Developer shall deposit the following funds and documents into Escrow at least one (1) business days prior to the Escrow Closing Date in a writing delivered to the Parties:

4.3.1 PCO Statement. A PCO Statement executed by the authorized representative(s) of the Developer.

4.3.2 Acceptance of Grant Deed. The Certificate of Acceptance of the Grant Deed, in the form attached to the Grant Deed, executed by the authorized representative(s) of the Developer in recordable form.

4.3.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the Developer in recordable form, to be recorded against the Property at the Close of Escrow.
22 38074.00014\33080246.6

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Packet Pg. 97
Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

4.3.4 Affordable Housing Covenant. The Affordable Housing Covenant executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Property at the Close of Escrow.

4.3.5 Construction Financing Security Instrument(s). A Permitted Security lnstrument(s) securing repayment of the Construction Financing, executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Property at the Close of Escrow.

4.3.6 City Deed of Trust. The Deed of Trust executed by the authorized representative(s) of Developer in recordable fonn, to be recorded against the Property at the Close of Escrow.

4.3.7 Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust and Affordable Housing Covenant in the form provided by an Jm;titutional Lender, reasonably approved by the City and executed by the authorized representative(s) of Developer in recordable form for the Construction Financing Security Instruments, to be recorded against the Property at the Close of Escrow.

4.3.8 Other Funds and Documents. Such documents required from Developer under the terms of this Agreement to close the Escrow, including funds as required to pay all Escrow closing costs, which shall be the sole responsibility of Developer, or by the Escrow Holder in the performance of the Escrow Holder's contractual or statutory obligations relating to the Escrow.

4.4 City's Escrow Deposits. Following satisfaction or waiver of each of the City's conditions to Close of Escrow set forth in Section 4.2.2, the City shall deposit the following funds and documents into Escrow at least one ( 1) business days prior to the Escrow Closing Date:

4.4.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of the City in recordable form.

4.4.2 FIRPT A Affidavit ( City). The FIRPT A Affidavit completed and. executed by the authorized representative(s) of the City.

4.4.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form.

4.4.4 Affordable Housing Covenant. The Affordable Housing Covenant signed by the authorized representative(s) of the City in recordable form, which shall be recorded against the entire Property. ·

4.4.5 Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust iu the form provided by an Institutional Lender, reasonably approved by the City and executed by the authorized representative( s) of the City in recordable form for the Construction Financing Security Instruments, which shall be recorded against the Property. 23 38074.00014\33080246.6

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Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

4.4.6 Initial Disbursement. Funds in the amount of the Initial Disbursement, determined as set forth in Section 3.4 of this Agreement.

4.4.7 Other Funds and Documents. The principal amount of the Predevelopment Loan and such other funds or documents required from the City under the terms of this Agreement to close the Escrow or by the Escrow Holder in the performance of the Escrow Holder's contractual or statutory obligations regarding the Escrow.

4.5 Closing Procedure. When each of the Developer's Escrow required deposits, as set forth in Section 4.3, and each of the City's Escrow required deposits, as set forth in Section

4.4, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both the City and the Developer that each of their respective conditions to the Close of Escrow, as set forth in Section 4.2, are satisfied or waived. Upon Escrow Holder's receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, Escrow Holder shall close the Escrow for the Property by doing all of the following:

4.5.1 Recordation of Documents. File the documents set forth in Section 4.7 with the Office of the Recorder of the County, for recordation in the order set forth in Section 4.7.

4.5.2 Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 4. 7.

4.5.3 PCO Statement. File the PCO Statement with the Office of the Recorder of the County.

4.5.4 FIRPT A Affidavit. File the FIRPT A Affidavit with the United States Internal Revenue Service.

4.5.5 Title Policy. Obtain and deliver the Title Policy to the Developer.

4.5.6 City Lenders Title Policy. Obtain and deliver the City's Lender Title Policy to the City.

4.5. 7 Funds. Deliver all funds held by the Escrow Holder for the account of City to City, less any charges to the account of City pursuant to the terms of this Agreement, and deliver the amount of the Initial Disbursement, less any other charges to the account of Developer pursuant to the terms of this Agreement.

4.6 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The City and the Developer may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Holder. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of the City up to a maximum time period extension of one (1) year in the aggregate, in the City Manager's sole and absolute discretion. If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 8.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice 24 38074.00014\33080246.6

8.6.b
Packet Pg. 99
Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement of termination to the other Party(ies) and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 4.10 if the non-terminating Party is not in default or pursuant to Section 8.1 or

8.2 (as applicable) if the non-tenninating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on· or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

4.7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: ( a) the Grant Deed; (b) Permitted Security Instrument(s) securing the Construction Financing; (c) the Affordable Housing Covenant; (d) the Notice of Agreement; (e) the Deed of Trust; (f) the Subordination Agreements described in Sections 4.3.7 and 4.4.5; and (j) any other documents to be recorded through the Escrow upon the joint instructions of the City and the Developer. The Escrow Holder shall deliver conformed copies of all documents filed for recording in the official records of the County through the Escrow to the City, the Developer and any other entity or person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4. 7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of Senior interests prior in time to junior interests, as provided in this Section 4.7.

4.8 Escrow Closing Costs, Taxes and Title Policy Premium. The City and the Developer shall each pay one-half ( 1/2) of the Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow. Escrow Holder shall notify the Developer and the City of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Holder's estimated closing/settlement statement to both the City and the Developer at least four ( 4) business days prior to the Escrow Closing Date. The City shall pay the premium charged by the Title Company for the standard Title Policy for the Property, exclusive of any endorsements or other supplements to the coverage of such Title Policy that may be requested by the Developer, as well as documentary transfer taxes and any and all other charges, fees and taxes levied by a Governmental Agency relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement. The Developer shall pay any and all recording fees relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement.

4.9 Escrow Cancellation Charges. If the Escrow fails to close due to either the City's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the City shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close for any reason other than the material default of either the Developer or the City and the Escrow is cancelled and this Agreement is terminated, the Developer and the City shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges. 25 38074.00014\33080246.6

8.6.b
Packet Pg. 100 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

4.10 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Pa1ty, the Parties shall do each of the following:

4.10.1 Cancellation Instructions. The Parties shall, within three (3) business days of receipt of Escrow Holder's written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder;

4.10.2 Return of Funds and Documents. Within ten (10) days of receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Holder: ( a) the Developer or Escrow Holder shall return to the City any docwnents previously delivered by the City to the Developer or Escrow Holder, (b) the City or Escrow Holder shall return to the Developer all documents previously delivered by the Developer to the City or Escrow Holder; (c) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, less the Developer's share of customary and reasonable Escrow and title order cancellation charges, if any; and ( d) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City's share of customary and reasonable Escrow and title order cancellation charges, if any.

4.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099- B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045( e ). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the City and the Developer.

ARTICLEV.

PROJECT DEVELOPMENT

5.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Perfom1ance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 5 .1 shall run with the land of the Property until the date each of the Affordable Units has been conveyed to a Qualified Household.

5.2 Construction Start and Completion of Proiect. The Developer shall commence construction of the Project no later than the Project Commencement Date and, thereafter, shall 26 38074.00014\33080246.6

8.6.b
Packet Pg. 101 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement diligently proceed to complete the construction of the Project in a good and workmanlike manner in substantial conformity with the approved plans, specifications, and conditions for the Project approved by the City and the Schedule of Performance, subject to Unavoidable Delays. The Developer shall obtain a certificate of occupancy for each of the Affordable Units on or before the Project Completion Date, subject to Unavoidable Delays. The Developer will, promptly upon Completion of Construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project. The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project. After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays.

5.3 Compliance with Laws. All work performed in connection with the development of the Project shall comply with all Governmental Requirements.

5.4 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the perfo1mance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Perfmmance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty ( 180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition ( or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

5.5 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than seven (7) days prior written notice by City staff. 27 38074.00014\33080246.6

8.6.b
Packet Pg. 102 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

5.6 City's Right to Inspect Project and Property. Officers, employees, agents and representatives of the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours, during the period of construction of the Project. Such officers, employees, agents or representatives of the City shall be those persons who are designated by the City Manager. Any and all officers, employees, agents or representatives of the City who enter the Property shall identify themselves at the construction management office on the Property, upon their entrance on to the Property, and shall at all times be accompanied by a representative of the Developer, while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon reasonable notice from the City. The City shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section 5.6, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees. The City shall inspect relevant portions of the Property, prior to issuing any written statements reflecting adversely on the Developer's compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City's reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City's rights under this Agreement, are made solely for the City's benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to detennine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing should the Developer's inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefore in the Schedule of Performance. Without limiting the foregoing, the Developer shall permit the City upon reasonable notice to examine and copy all books and account records and other papers relating to the Property and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

5.7 Cost of Construction. The cost and expense of undertaking and completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements, and providing all utilities therefor, shall be borne by Developer at its sole cost, expense and liability except as otherwise provided in this Agreement. Developer shall be solely responsible for payment of all City land use, construction, inspection, plan check and development impact fees imposed by the City with respect to the development of the Project. Developer shall bear all costs and expenses associated with the processing and obtaining of the entitlements and shall bear all costs and expenses ( except to the extent expressly set forth otherwise in this Agreement), associated with any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, the entitlements. 28 38074.00014\33080246.6

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Packet Pg. 103 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

5.8 Prevailing Wages.

5.8.1 The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as detennined by the State of California, pursuant to Labor Code Sections 1720, et seg. The Developer agrees with the City that the Developer shall assume the responsibility and be solely responsible for detennining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.

5.8.2 The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 5.8, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 5.8.2.

5.8.3 Additionally, in accordance with Section 8.5, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City hannless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project.

ARTICLE VI.

DEVELOPER COVENANTS

6.1 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself: its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or pennit any such practice or practices of discrimination or se~egation with reference to the selection, location, number, use 29 38074.00014\33080246.6

8.6.b
Packet Pg. 104 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity.

6.2 Environmental Indemnity of the City by the Developer. The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the "Indemnified Parties"), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever ( collectively, "Environmental Claims") that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, directly or indirectly relating to or arising from any of the following "Environmental Matters" existing or occurring during or arising from the Developer's ownership of the Property or construction or operation of the Project:

6.2.1 The presence of Hazardous Substances on, in, under, from or affecting all or any portion of the Property or the Project.

6.2.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or contractors, relating to or governing in any way Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.4 The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Developer's activities on the Property or regarding the Project.

6.2.5 The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.6 The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Substances existing, stored or generated on, in, under or from the Property or the Project.

6.2. 7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any Governmental Agency in connection with any Hazardous Substances on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.
30 38074.00014\33080246.6

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Packet Pg. 105 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

6.2.8 The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys' fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

6.3 Insurance. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, "Additional Insureds") against any and all claims and liability for death, injury, loss and damage resulting from the Developer's actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section 6.3. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 6.3 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and selfinsured retentions under all insurance policies issued in satisfaction of the terms of this Agreement.

Developer shall retain all insurance policies as set forth in this Section 6.3 until each of the Affordable Units is conveyed to a Qualified Household.

6.3.1 Workers' Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers' compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
"I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement."
The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers' compensation coverage for all of such contractor's or sub-contractor's employees, unless the contractor's or sub-contractor's employees are covered by workers' compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers' compensation insurance covering such employees. Each workers' compensation policy procured pursuant to this Section 6.3.l shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

6.3.2 Liability and Permanent Insurance Requirements.

6.3.2.1 The Developer shall maintain in full force and effect, from the Effective Date until conveyance of each of the Affordable Units to a Qualified Household, subject to Section 6.3.2.4, the following insurance coverage:

6.3.2.1.1 Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), Products31 38074.00014\33080246.6

8.6.b
Packet Pg. 106 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Developer's operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate.

6.3.2.1.2 Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.

6.3.2.l.3 If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the perfon11ance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000), unless otherwise approved by the City in writing.

6.3.2.1.4 Upon acceptance of the Project or any po11ion thereof, from each contractor, the Developer shall maintain Fire and Extended Coverage Insurance, excluding eaiihquake coverage, on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all p011ions of the Project so accepted.

6.3.2.2 During the construction of the Project, the Developer shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or the Developer shall provide for such contractors "wrap" coverage, as specified below, at all times during the perfo11nance of said work:

6.3.2.2.1 The Developer shall maintain Builder's Risk
Insurance to be written on an All Risk Completed Value f011n, in an aggregate amount equal to 100% of the completed insurable value of the Project or po11ion of the Project 011 which such contractor is performing work.

6.3.2.2.2 The general contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate and each subcontractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the prope11y of others.

6.3.2.2.3 Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily 32 38074.00014\33080246.6

8.6.b
Packet Pg. 107 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor's obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

6.3.2.3 The insurance required in Section 6.3 .2.1 and Section 6.3 .2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

6.3.2.4 Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. The applicable certificate of insurance must clearly provide that the coverage is on an "occurrence" basis. The requirements of this Section 6.3 .2.4 shall survive any expiration or termination of this Agreement and the recordation of the Grant Deed.

6.3.2.5 Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

6.3.2.6 Subject to Section 6.3.2.4, all of the insurance coverage required under this Section 6.3 shall be maintained by the Developer or its contractors, as required by the tem1s of this Agreement, until each of the Affordable Units has been conveyed to a Qualified Household and shall not be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City. Also, phrases such as "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds.

The Developer shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

6.3.2.7 All insurance to be obtained and maintained by the Developer under this Section 6.3 shall be issued by a company or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of an "A- XI" rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.

6.3.2.8 The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 6.3.

6.3.2.9 All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

6.3.2.10 Insurance coverage in the minimum amounts set forth in this Section 6.3 shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law. 33 3 8074.000 l 4\33080246.6

8.6.b
Packet Pg. 108 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

6.3.3 Failure by the Developer to maintain all insurance coverage required by this Section 6.3 in effect shall be an Event of Default by the Developer. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default.

Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement

6.4 Developer Covenant to Defend this Agreement. The Developer acknowledges that the City is a "public entity" and/or "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities and public agencies including, without limitation, CEQA. Also, as a public body, the City's action in approving this Agreement may be subject to proceedings to invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third-party legal actions related to the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a thirdparty files a legal action regarding the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, either the City may terminate this Agreement on thirty (30) days written notice to the Developer of the City's intent to terminate this Agreement, referencing this Section 6.4, without any further obligation to perform the terms of this Agreement and without any liability to the Developer resulting from such termination, unless the Developer unconditionally agrees to indemnify and defend the City, with legal counsel acceptable to the City, against such third-party legal action, as provided in the next sentence. Within thirty (30) days of receipt of the City's notice of intent to terminate this Agreement, as provided in the preceding sentence, the Developer may offer to defend the City, with legal counsel reasonably acceptable to the City, in the third-party legal action and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action.

Any such offer from the Developer must be in writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section 6.4 shall be deemed or construed to be an express or implied admission that the City is liable to the Developer or any other person or entity for damages alleged from any alleged or established failure of the City to comply with any statute, including, without limitation, CEQA. The Developer's defense of such third party actions as described in this Section 6.4 shall constitute an Unavoidable Delay.

ARTICLE VII.

PROJECT FINANCING

7.1 Project Financing. Developer shall finance the development of the Project substantially in accordance with the Preliminary Project Budget. Fu1ther, City and Developer agree that the fmancing of the Project shall comply with all of the following:
34 3 8074.000 l 4\33080246.6

8.6.b
Packet Pg. 109 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

7.1.1 Construction Financing. Prior to the Close of Escrow, Developer shall provide for the City's review and approval, which may be withheld or conditioned in City's reasonable discretion and which shall not be unreasonably delayed, the terms of the Construction Financing, and shall provide the City the opportunity to review such terms with the Institutional Lender providing such Construction Financing.

7.2 Proiect Budget. By its execution of this Agreement, the City has given its approval to the Preliminary Project Budget. The City agrees to not require any changes in the Project or Project Budget that would change these two assumptions. While the Preliminary Project Budget has been prepared based on the best, good faith estimate of Developer of the costs which are likely to be incurred for the Project, the Parties recognize that events and circumstances not currently contemplated, some of which are outside of the control of the Parties, could result in changes in the Project Costs, necessitating changes in the Preliminary Project Budget. To the extent that Developer is required to make changes to the Preliminary Project Budget, Developer shall immediately submit a revised Preliminary Project Budget to the City Manager for review and approval, which review and approval shall not be unreasonably withheld, conditioned or delayed, as to the sufficiency of the financing secured by Developer to meet the revised Project Costs.

7.3 Only Permitted Exceptions. Developer shall not record and shall not allow to be recorded against the Property any Security Instrument, lien or other encumbrance that is not a Permitted Exception. Developer shall remove or cause to be removed ( or providing title insurance in form and substance reasonably acceptable to the City and issued by a title insurance company reasonably acceptable to the City, insuring the priority of this Agreement and the Deed of Trust securing the Predevelopment Loan as superior to such lien, with such title insurance being in the minimum amount of the outstanding principal and interest under the Predevelopment Loan plus 125% of the amount of the lien claim or providing a statutory bond resulting in removal of such lien) any non-Permitted Exception made or recorded against the Prope11y or shall assure the complete satisfaction of any such non-Permitted Exception to the satisfaction of the City, in the City's sole and absolute discretion. The covenants of Developer set forth in this Section regarding the placement of encumbrances on the Property shall run with the land of the Property and bind successive owners of the Property, until each of the Affordable Units within the Project has been conveyed to a Qualified Household.

7.4 City Right to Discharge Prohibited Encumbrances. After sixty (60) calendar days' Notice to Developer of a non-Permitted Exception and provided that Developer has not caused such non-Permitted Exception to be removed pursuant to Section 7.3, the City shall have the right, but not the obligation, to satisfy or remove any non-Permitted Exception against the Property or the Project and receive reimbursement from Developer for any amounts paid or incurred in satisfying or removing any such non-Permitted Exception, upon demand. Any amount expended by the City to discharge a non-Permitted Exception that is not reimbursed to the City by Developer within thirty (30) calendar days following written demand for payment from the City shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances, until paid in full.

Nothing in this Section 7.4, though, shall require Developer to pay or make provisions for the payment of any tax, assessment, lien or charge that Developer is in the process of contesting the validity or amount thereof, in good faith, and so long as such contest shall not subject all or any portion of the Property to forfeiture or sale.
35 38074.00014\33080246.6

8.6.b
Packet Pg. 110 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

7.5 Rights of Lender and City Regarding Permitted Security Instruments.

7.5.1 Notice of Liens. The Developer shall promptly notify the City of any Security Instrument or lien asserted against or attached to all or any portion of the Project or the Property, other than as listed in Section 4. 7, prior to the date of conveyance of the final Affordable Unit in the Project to a Qualified Household, whether by voluntary act of Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic's liens need be given by Developer to the City, prior to suit being filed to foreclose any such mechanic's lien.

7.5.2 Notice of Default to Lenders. Whenever the City delivers any notice of default to Developer under this Agreement, the City shall send a copy of such notice of default to each Lender holding a Pennitted Security Instrument of which the City has received notice and a contact address for transmittal of such notices. Each Lender receiving a copy of any such notice of default shall have the right, at its option, to commence the cure or remedy of any default of Developer set forth in such notice and to diligently and continuously proceed with such cure or remedy such default, within the cure period allowed to Developer under this Agreement. The City shall accept such performance by a Lender with the same force and effect as if furnished by Developer. If such default can only be remedied or cured by the Lender upon obtaining possession of the Property, the City shall allow the Lender an opportunity to obtain possession with diligence and continuity through exercise of remedies under such Lender's Permitted Security Instrument and to remedy or cure such default within ninety (90) days after obtaining possession of the Property. If the default reasonably requires more than ninety (90) days to cure, however, then the time available to a Lender to cure pursuant to this Section 7.5 shall be the reasonable time required to complete such cure, as long as the Lender has commenced the cure of the default within such ninety (90) day period and diligently pursues the cure to completion. During such extension of time, the City shall not terminate this Agreement or exercise' other remedies under this Agreement by reason of such default. All Developer specific defaults shall be deemed cured upon Transfer of Developer's interest in the entire Property to the Lender, its assignee or nominee, pursuant to exercise ofremedies under a Permitted Security Instrument. Nothing contained in this Agreement shall be deemed to permit, authorize or require any Lender to undertake or continue the construction or installation of any portion of the Project (beyond the extent necessary to conserve or protect improvements or constmction already made) prior to or after acquiring title to or possession of the entire Property, without expressly assuming Developer's obligations under this Agreement by written agreement reasonably satisfactory to the City, in which the Lender agrees to complete the Project in the manner provided in this Agreement. Any Lender desiring to complete the Project must provide the City with evidence reasonably satisfactory to the City that the Lender has the qualifications ( or will engage one or more licensed contractor( s) or consultant( s) with such qualifications) and financial capability necessary to perfonn such obligations.

7.5.3 No Termination of Permitted Security Instruments by Default. An Event of Default by Developer under this Agreement shall not defeat or render invalid the lien of any Permitted Security Instrument made in good faith and for value as to all or any part of the Property, whether or not the Lender is subordinated to this Agreement; but unless otherwise provided in this Agreement, this Agreement shall be binding and effective against any owner of the Property, whose title thereto is acquired pursuant to exercise of remedies under a Permitted Security Instrument or from a person or entity exercising any such remedies. 36 38074.00014\33080246,6

8.6.b
Packet Pg. 111 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

7.5.4 Lender Rights on Termination or Modification. No termination of this Agreement shall be binding upon a Lender unless the termination occurs after notice to such Lender and such Lender's failure to cure all then existing defaults under this Agreement ( except any Developer specific defaults), pursuant to this Section 7.5, or with such Lender's prior written consent. No modification of this Agreement that materially affects the rights of a Lender shall be binding upon the Lender without its prior written consent.

7.5.5 No Construction Obligation of Lender. A Lender shall in no way be obligated by the provisions of this Agreement to construct or complete the development of the Project or to guarantee such construction or completion, but may do so pursuant to and in accordance with this Section 7.5. Nothing in this Agreement shall be deemed to construe, permit, or authorize any Lender to devote all or any portion of the Property to any uses, or to construct any improvements thereon, other than those uses or the Project provided for or authorized by this Agreement.

7.5.6 City Right to Cure Obligations. In the event of a default by Developer under any Permitted Security Instrument, where the Lender has not exercised its option to complete the Project under Section 7.5.2, the City may cure the default of Developer under the applicable Permitted Security Instrument, but is under no obligation to do so, prior to completion of any sale or foreclosure of all or any portion of the Property under the applicable Permitted Security Instrument. The City shall be entitled to reimbursement from Developer of all costs and reasonable expenses incurred by the City in curing any default of Developer under any Permitted Security Instrument, under demand. Any amount expended by the City to cure a default of Developer under any Permitted Security Instrument that is not reimbursed to the City, by Developer within thirty (30) calendar days after notice of such amount to Developer, shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances until paid in full. City's rights to cure under this Section shall remain in effect until Developer has repaid the Land Note and the Project Note in full. ' 7.5.7 Foreclosure of Permitted Security Instrument. Foreclosure of any Permitted Security Instrument, whether by judicial proceedings or by power of sale, or any conveyance by deed in lieu of foreclosure, shall not require the consent of the City or constitute a default under this Agreement.

ARTICLE VIII.

DEFAULTS, REMEDIES AND TERMINATION

8.1 Defaults - General.

8.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perfom1 any term or provision of this Agreement shall constitute an "Event of Default" under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and 37 3 8074.00014\33080246.6

8.6.b
Packet Pg. 112 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred.

8.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

8.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

8.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the conveyance of all of the Affordable Units within the Project to Qualified Households, shall constitute an "Event of Default" under this Agreement and shall not be subject to the notice and cure provisions of Section 8.1.1:

8.1.4.1 Any material default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument.

8.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement.

8.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 5.2 or the Developer has not been issued, or entitled to be issued, certificates of occupancy for all of the Affordable Units by the Project Completion Date.

8.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five ( 5) days following written notice of such event from the City to the Developer.

8.1.4.5 The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the te1ms and conditions of this Agreement.

8.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law.

8.1.4.7 The Developer's legal entity status authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated. 38 38074.00014\33080246.6

8.6.b
Packet Pg. 113 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

8.2 DEVELOPER'S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. UPON

THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE CONVEYANCE

OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR TO CLOSE OF

ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, HA VE

THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 8.2.1 AND 8.2.2. THE DEVELOPER'S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

8.2.l WAIVE.R OF RIGHT TO SPECIFIC PERFORMANCE AND
LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 8.2.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 4.10, AND UPON CANCELLATION OF THE ESCROW, THE

DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT

TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE DEVELOPER

SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY

THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT PRIOR TO THE

DATE OF THE OCCURRENCE OF THE EVENT OF DEFAULT BY THE CITY, NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000). THE DEVELOPER WAIVES ANY

RIGHT TO RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THEW AIYER AND RELEASE CONTAINED IN THIS SECTION 8.2.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS ORHERFAVORATTHE TIME OF EXECUTING

THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST

HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.2.1.

DEVELOPER'S INITIALS -~~
IN CONNECTION WITH THE WAIVE~SECTION 8.2.1, THE

DEVELOPER FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PENDENCY

OF ACTION AGAINST ALL OR ANY PORTION OF THE PROPERTY EXCEPT

DEVELOPER MAY RECORD SUCH A NOTICE IN CONNECTION WITH ANY SUIT FOR

SPECIFIC PERFORMANCE PERMITTED HEREUNDER IN THE EVENT DEVELOPER 39 38074.00014\33080246.6

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Packet Pg. 114 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 8.2.2.

8.2.2 SPECIFIC PERFORMANCE. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 8.2.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEO., INSTITUTE AN ACTION AGAINST THE CITY FOR SPECIFIC

PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT WHICH WERE TO HA VE BEEN COMPLETED BY THE CITY PRIOR TO THE CLOSE OF ESCROW.

8.3 Legal Actions.

8.3.1 Except as otherwise provided by Section 8.2, any Pmty may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Contra Costa, California, in any other appropriate court within the County of Contra Costa, California.

8.3.2 The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of Pleasant Hill, County of Contra Costa, California.

8.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VIIII are nonexclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Pmty(ies).

8.5 Developer Indemnification of the City. In addition to any other specific indemnification or defense obligations of the Developer set forth in this Agreement, the Developer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney's fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Developer or the Developer's officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by the Developer related to this Agreement, the Property, or the Project, or any authority or obligation exercised or unde1taken by the Developer under this Agreement. Without limiting the generality of the foregoing, the Developer's obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers' compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or 40 38074.00014\33080246.6

8.6.b
Packet Pg. 115 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement materials provided or services or labor performed regarding the Project or the Property on behalf of the Developer by any person or entity.

ARTICLE IX.

GENERAL PROVISIONS.

9.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

9.2 Restrictions on Transfers.

9.2.1 The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or infonnation.

9.2.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, provided, however, that the City may approve in its reasonable discretion, Transfers other than Penuitted Transfers. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee's financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. Any Transfer made in contravention of this Section 9.2 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City.

9.2.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Permitted Transfer which the Developer desires to enter into, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of demonstrating to the City's reasonable satisfaction that the proposed Permitted Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers. 41 38074.00014\33080246.6

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Packet Pg. 116 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

9.3 Notices, Demands and Communications Between the Parties.

9.3.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated in Section 9.3.2. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States Mail, as provided in this Section 9.3.

9.3.2 The following are the authorized addresses for the submission of notices, demands or communications to the Pa1ties:

Developer:

With a copy to:

Habitat for Humanity East Bay/Silicon Valley, Inc.
2619 Broadway
Oakland, CA 94612
Attn: Janice Jensen
City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Manager
Best Best & Krieger LLP
2001 North Main Street, Suite 390
Walnut Creek, CA 94596
Attn: Janet E. Coleson, City Attorney

9.4 Conflict of Interest. No member, official or employee of the City, having any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

9.5 Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 9.5, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.
42 38074.00014\33080246.6

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Packet Pg. 117 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

9.6 Non-liability of City, Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

9.7 Unavoidable Delay; Extension of Time of Performance.

9.7.1 Subject to specific provisions of this Agreement, performance by any Party under this Agreement shall not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence to run from the date of occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Parties with written notice of the occurrence of the Unavoidable Delay, within ten (10) days of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not requesting an extension of time to perfonn due to such Unavoidable Delay.

9.7.2 The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

9.8 Inspection of Books and Records. The City shall have the right at all reasonable times during normal business hours and upon 48 hours' notice, at the City's cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project. The Developer shall also have the right at all reasonable times, at the Developer's sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer's obligations under this Agreement. Nothing in this Section 9.8 or elsewhere in this Agreement shall, however, constitute a waiver or modification of any right or privilege which any Party may have with respect to any document, statement, or other record, including, without implied limitation, the attorney-client privilege, the attorney-work product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right arising under any state or federal freedom of information or public records disclosure law.

9.9 Real Estate Commissions. The City and the Developer each represent and warrant to the other that no real estate brokerage commission is payable to any person or entity in connection with the transactions contemplated hereby on account of or due to the acts or omissions 43 38074.00014\33080246.6

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Packet Pg. 118 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement of such representing party, and each agrees to and does hereby indemnify, defend and hold the other harmless from and against the payment of any commission to any other person or entity claiming by, through or under the City or the Developer, as applicable.

9.10 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

9.11 Entire Agreement.

9.11.1 This Agreement includes .fur~.-£.i·11e. ® pages (exclusive of signature pages) and eleven (11) exhibits, that constitut the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement.

9.11.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement

9.11.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property and this Agreement shall continue in full force and effect before and after such conveyances.

9.11.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing .and signed by the authorized representative(s) of all Parties.

9.12 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement, and the execution or recordation of the Grant Deed.

9.13 Time Declared to be of the Essence. As to the performance of any obligation hereunder as to which time is a component thereof, the performance of such obligation within the time provided is of the essence.

9.14 Approvals. Except as otherwise provided in this Agreement, approvals required of the City or the Developer, or any officers, agents or employees of the City or the Developer, shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in this Agreement or, if no time is given, within a reasonable time.

9.15 Further Assurances. The Parties agree to reasonably consider such additional actions or the execution of such other documents as may be reasonably necessary or convenient to the financing, development, and operation of the Project, although nothing in this Section 9.15 shall be deemed a representation, guaranty or commitment by any Party to take any action or execute any document.

9.16 City Approvals and Actions. The City Manager shall have the authority, on behalf of the City (to the extent not provided otherwise in this Agreement), to make approvals, issue 44 3 8074.00014\33080246.6

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Packet Pg. 119 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement interpretations, waive provisions, grant extensions oftime, approve amendments to this Agreement and changes to the attached exhibits prior to their execution and execute documents, including, without limitation, the Notice of Completion. The City Manager reserves the right, in their sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to City, or reduce the length of affordability of the Project. [Signatures on Following Pages]
45 38074.00014\33080246.6

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Packet Pg. 120 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT Dated: 1/J 3 L2 j , 20~\
7 ATTEST:

APPROVED AS TO FORM:

By:

City Attorney
S-1
38074.00014\33080246.6
(85 Woodsworth Lane)
CITY:

THE CITY OF PLEASANT HILL
a California municipal corporation
City Manager, -~~

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Packet Pg. 121 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Dated:

S-2
38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a
California non-profit public benefit corporation
By:

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Packet Pg. 122 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBIT A
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Legal Description of the Property

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 . 02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBIT A
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Packet Pg. 123 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Scope of Development
Habitat will develop 85 Woodsworth Lane in Pleasant Hill, California ("Property") with four attached single family townhouses with zero lot line parcels in a two story building. The units will be sold as ownership units, of which three will be sold to low income households up to 80% of the Area Median Income ("AMI") and one will be sold to a moderate income household up to 120% AMI as defined in the DDA. There will be no Home Owner Association for this project. 38074.00014\33080246.6

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Packet Pg. 124 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Schedule of Performance
[Attached Behind This Page]

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Packet Pg. 125 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

SCHEDULE OF PERFORMANCE
85 Woodswortb Lane - Habitat for Humanity
Item to be
Performed
1 Effective Date
2 Escrow Opening
Date
3 Provide Preliminary
Title Report
4 Title Notice
5 Title Response
6 Removal of Title
Matter
7 Meet and Confer on
Title Matters
8 Conditions
Precedent to Initial
Disbursement
9 Initial Disbursement
of Loan Funds
10 Subsequent
Disbursement of
Loan Funds
38074.00014\33080246.6
Responsible Party Time for Performance
n/a Upon fully executed
agreement
City, Developer, 5 days from Effective Date
and Escrow Holder
City As soon as practicable
following Effective Date
Developer 60 days following receipt of
Preliminary Title Report
City 20 days following Title
Notice
City 10 days following Title
Notice if unable or unwilling
to remove
60 days following Title
Notice to remove
objectionable matter
City and Developer Within 3 days following
receipt of notice to terminate
agreement; 30 day meet and
confer period
City and Developer Within 60 days of
Agreement execution
City 60 days following
Agreement execution
City 30 days ofreceipt of Draw
Requests per 3.4.4

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Agreement
Reference

1.1.24 4.1

2.3 2.3

2.3 2.3

2.3.2 3.4.1

3.4.1 3.4.3

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Packet Pg. 126 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Item to be Responsible Party Time for Performance Agreement Per:formed Reference
11 Due Diligence Developer 270 days from Effective 1.1.23 Investigations Date
Period
12 Project Entitlements City and Developer March 31, 2022 2.5, 4.2.1.3,

4.2.1.8 13 Other Funding Developer December 31, 2022 4.2.1.4 Commitments
14 Title Company City and Developer Prior to Escrow Closing 4.2.1.5 Committed to Issue Date
Title Policies
15 Developer Developer Prior to Escrow Closing 4.2.2.7, Documents Date 4.2.2.8,
Submitted to City 4.2.2.9
(Organizational
Documents,
Construction Contract,
Construction Financing
Documents)
16 Escrow Fee Payment City and Developer 4 business days prior to 4.8 Escrow Closing Date
17 Escrow Deposits City and Developer 1 business day prior to 4.3, 4.4 Escrow Closing Date
18 Payment of Purchase Developer l business day prior to 2.2 Price Escrow Closing Date
19 Escrow Closing City, Developer, 5th day following Escrow 1.1.29, 4.6 Date and Escrow Holder Holder's receipt of written
satisfaction or waiver of all
conditions precedent, no
later than January 31, 2023
20 Escrow Holder Escrow Holder Following Close of Escrow 4.11 Report to IRS and prior to last date
required by IRS
21 Cancellation City and Developer 3 business days of Escrow 4.10.1 Instructions Holder's written request

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Packet Pg. 127 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Item to be Responsible Party Time for Performance Agreement Performed Reference
22 Return of Funds and Developer 10 days of receipt by Parties 4.10.2 Documents of Escrow settlement
statement
23 Project Developer 60 days from Close of 1.1.60
Commencement Escrow
24 Project Completion Developer 30 months after Project 1.1.61 Commencement
Per Section 5. 4 of Agreement: Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for pe,formance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If pe1fonna11ce of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays. 38074.00014\33080246.6

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Packet Pg. 128 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITD
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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Predevelopment Budget
[Attached Behind this Page]

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Packet Pg. 129 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 38074.00014\33080246.6

PREDEVELOPMENT BUDGET
85 Woodsworth Lane - Habitat for Humanity
Item
Site Acquisition/Due Diligence
Design Consultants*
Permits and Fees*
Administration*
Total Predevelopment Budget
Estimated Cost
$25,000
$145,000
$95,000
$40,000
$305,000
*Predevelopn11mt design consultants and permits and fees estimated at 40% of total budgeted amount for these line items; administration estimated at 20% of total budgeted amozmtfor this line item. Rounded up to nearest $5,000.

Estimated as qf2IJ8/2021, subject to change

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Packet Pg. 130 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITE
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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Preliminary Project Budget
[Attached Behind this Page]

EXHIBITE
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Packet Pg. 131 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

PRELIMINARY PROJECT BUDGET
85 Woodsworth Lane - Habitat for Humanity
Habtta1 For Humanity Ea91 Bay/SIiicon Valley 2020 Bud9et Project Name: Woodswol'1h, Pleasant HIii
Summary Budg~t
2/18r.1021
3 Unit• Lew <10'11, AMI, 1 Urrit • Mod (811%AMl-120!1AMIJ 1 PR 2BR 38R 4BR Total Homes orcenUtgei m u-.,,ng:;a,Ft. 590 1.030 1,320 1,3,.o 2e% AMI <•'"'moo) . 0 0 0 . .. ~
AMI (Qveraae) . 0 2 1 3 75%
110%AMI 1avcraoe) . 0 1 0 1 25%
l',larket . 0 0 0 0%
Taal Units 0 3 1 4 100%
TOlal So. Fl. 0 0 3.960 1.320 5.280
Project Time Line Suri Finish
1Land Contract 2020 2021
IEntill<!ment & CO & Flnaneina 2021 2022
ltnfrastructure and Site 0eve1~nt 2023 2023
tCoostructlcn of All Hem•• 2023 2024
Construction Cash Sources ',lot
Total Perunu Total Cost
Herttego Uno o! Crodit/Constructloo Loan 1.659,103 414,776 6194% Cootributlon.s ~ Habitat for Humanitv 68,372 17,093 2.55% CltY Financing 285,000 71 ,250 10.64%
Gl!p Financing 600,000 150,000 2240%
AHP/WISH Funds 66.000 16,500 2.46%
fTotal Construe-Hon sources i S Z678,475 i $ 6li9,619 i 100.00% Permanent Sources
Conll1DU1Jcns • Habitat fat Humanity
cirv Ftnanclng
Gap Financing
FundinoGap
Home Seles Proceeds ~ Lo.v
Home Salos Proceects ~ Mods
Hane Soles Proceeds ~ Market Reto
Home s.1 .. Proceed• AHPM'!SH Funds
!Total Permanent Sourcos
Development Costs
Estimated as of 21 /812021, subject to change
38074.00014\33080246.6

EXHIBITE
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%or
1otal ~•runic Total Cost
68,372 s 17,093 2.55%
285,000 s 71 .:250 10.64%
600.000 s 150,000 22,40%

0.00%
1,076,400 s 359,467 40.26%
580,703 s 580,703 21 .66%
s 0.00%
66,000 s 22,000 2.46%
I s 2,s1a,41s I s 66a,s1u I 100.00%
Is

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Packet Pg. 132 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT 38074.00014\33080246.6
Form of Grant Deed
[Attached Behind This Page]

EXHIBITF
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Packet Pg. 133 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement RECORDING REQUESTED BY:

City of Pleasant Hill

WHEN RECORDED MAIL TO AND MAIL
TAX STATEMENTS TO:

Habitat for Humanity East Bay/Silicon Valley
2619 Broadway
Oakland, California 94612
Attn: Janice Jensen

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

Documentary Transfer Tax is $ ______ .;

PART ONE

SPACE ABOVE FOR RECORDER'S USE ONLY
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("Grantor"), hereby grants to HABITAT FOR HUMANITY EAST BAY /SILICON VALLEY a California nonw profit public benefit corporation ("Grantee"), that certain real property located in the City of Pleasant Hill, County of Contra Costa, State of California, specifically described in Exhibit "A" attached to this Grant Deed ("Property") and made a part of this Grant Deed by this reference.

PART TWO
The conveyance of the Property by the Grantor to the Grantee in Part One is subject to the following community development terms, conditions, covenants and restrictions:

Section 1. Conveyance Subject to Tenns of an Affordable Housing Disposition and Development Agreement. The Property is conveyed subject to that certain Affordable Housing Dis ositio and Development Agreement (85 Woodsworth Lan.e), dated as of 2 .. :~ 2..02--l ~ between the Grantor and the Grantee's predecessor-in-interest (the "Ag eeme t"). The provisions of the Agreement are incorporated into this Grant Deed by this reference and are deemed to be a part of this Grant Deed, as though fully set forth in this Grant Deed.

Section 2. Condition of Property. The Grantee acknowledges and agrees that the Property is conveyed by the Grantor to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT

EXHIBITF
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Packet Pg. 134 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement TO ALL FAULTS CONDITION," as of the date of recordation of this Grant Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property.

Section 3. Obligation to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:
3 .1. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity.

3.2. The covenant of this Section 3 shall run with the land of the Property in perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity.

PART THREE
Section 4. Grantee Covenant to Undertake Project. The Grantee covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Grantee shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Grantee covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Perfo1mance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4 shall run with the land of the Property until each of the Affordable Units is sold to a Qualified Household, at which point this covenant shall expire as to the applicable Affordable Unit.

Section 5. Covenants Run with the Land of the Property. Each of the covenants and agreements contained in this Grant Deed touch and concern the Property and each of them is expressly declared to be a community development covenant that runs with the land for the benefit of the Grantor and such covenants run with the land in favor of the Grantor for the entire period that such covenants are in full force and effect, regardless of whether the Gran tor is or remains an owner of any land or interest in land to which such covenants relate. The Grantor, in the event of any breach of any such covenants, has the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce the curing of

EXHIBITF
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38074.00014\33080246.6

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Packet Pg. 135 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement such breach, as provided in the Agreement or by law. The covenants contained in this Grant Deed are for the benefit of and are enforceable only by the Grantor, and shall survive the execution and recordation of this Grant Deed for the time period set forth above for each covenant.

Section 6. Costs and Attorneys' Fees for Enforcement · Proceeding. If legal proceedings are initiated to enforce the rights, duties or obligations of any of the covenants set forth in this Grant Deed, then the prevailing party in such proceeding shall be entitled to collect its reasonable attorney fees and costs from the other party in addition to any other damages or relief obtained in such proceedings.

Section 7. Effect of Unlawful Provision; Severability. In the event that any provision of this Grant Deed is held to be invalid or unlawful by a final judgment of a court of competent jurisdiction, such invalidity shall not affect the validity of any other provision of this Grant Deed. 38074.00014\33080246.6
GRANTOR:

THE CITY OF PLEASANT HILL
[ALL SIGNATURES M BE NOTARY ACKNOWLEDGED]

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Packet Pg. 136 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 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
COUNTY OF ('_t) l\:tfQ O)ffll
)
)
On APP,tl t~ , 2021 before me, AWlsYA: ICE.IL. , Notary Public, personally appeared Ju~ CaA:'P\kANO ' 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and conect.

WITNESS my hand and official seal.

Signature: __ ~L.n. ~----=~-~~-=:c....-----~---
Al-J1 ~ ka. ,~ e. i (
38074.00014\33080246.6

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(seal)
i············1 , , ~-~f ~ ANISHA KEIL - i · · Notary Public - California i ~ · E Contra Costa County ! ' . • ' Commission II 227293 7 -
'"
0 ••' My Comm. Ell pi res Jan 2, 2023

8.6.b
Packet Pg. 137 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

CERTIFICATE OF ACCEPTANCE OF

GRANT DEED
The undersigned hereby acknowledges acceptance by Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, the Grantee in the within Grant Deed, of the,delivery of the subject Property described in the within Grant Deed from the City of Pleasant Hill.
38074.00014\33080246.6
GRANTEE:

HABITAT FOR HUMANITY EAST
BAY /SILICON VALLEY a California nonprofit
public benefit corporation
By:
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

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Packet Pg. 138 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 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 ofthat document.

STATEOFCALIFORNIA 1 COUNTY OF A\ t\(Y)~fl'"'
)
)
On M< .\ '>' , 2021 before me, 'D cri c.. borna- , Notary Public, personally appeared J lil"' i lL J<¥l.l-.e-"" 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.
38074.00014\33080246.6

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(seal)

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Packet Pg. 139 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement EXHIBIT 1
TO

GRANT DEED
Property Legal Description

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 9L56 feet to the Northern line of said land; thence Westerly along the last named line, 91 .28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said N orthem line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBITF
Exhibit 1 To Grant Deed
F-8

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Packet Pg. 140 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITG
TO
AFFORDABLE HOUSING DISPOSITION AND DEVELOP:MENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Form of Notice of Agreement
[Attached Behind This Page]

EXHIBITG
G-1

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Packet Pg. 141 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, California 94523
Attn: City Manager

NOTICE OF AGREEMENT
Exempt from Recording fee
pursuant to Gov't Code§ 27383

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY a California nonprofit public benefit corporation ("Developer"), and the CITY OF PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City") entered into an agreement entitled Affordable usin Disposition and Development Agreement (85 Woodsworth Lane), dated as of ~ 2A' ( (the "Agreement"). A copy of the Agreement is on file with the City an 1s ava lable for inspection and copying by interested persons as a public record of the City at the City's offices located at 100 Gregory Lane, Pleasant Hill, California 94523, during the City's regular business hours.

The Agreement affects the real property described in Exhibit A attached to this Notice of Agreement (the "Property"). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with the land of the Property and other agreements between the Developer and the City affecting the Property, as set forth below (all section references are to the Agreement):

Section 5.1 of the Agreement provides:
5 .1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Prope1ty shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually 38074.00014\33080246.6

EXHIBITG
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Packet Pg. 142 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property.

Section 6.1 of the Agreement provides:

6.1 Obligation to Refrain from Discrimination. The Developer covenants and . agrees for itself, its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 38074.00014\33080246.6

EXHIBITG
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Packet Pg. 143 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement This NOTICE OF AGREEMENT is dated as of ______ ~ 20_, and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative( s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.

Dated: -~-l__...J_3> ___ ~, 20~\ .

ATTEST: AJW:j(JL ve f U~ City Clerk, Da.rilt-llt- f<., .fl-t,l,r-- APPROVED AS TO FORM:

By:

City Attorney
38074.00014\33080246.6
CITY:

THE CITY OF PLEASANT HILL
a California municipal corporation

EXHIBITG
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Packet Pg. 144 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 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
COUNTY OF CPMJAA:CcsrA )
)
On AJ>12,lt.. 2$ , 2021 before me, ~N •s~ la:1'- . , Notary Public, personally appeared t}ywf:' ~ I.A-NO , 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.
(seal)
J ~ • : ••• A~IS:. :t .. l - Notary Public • California i ~ ,.._, } Contra Costa County ~ ~,-_ • ;• Commission /12272937 ''"
0 ••' My Conim. Expires Jan 2, 2023

8.6.b
Packet Pg. 145 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a California nonprofit
public benefit corporation
By:
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

EXHIBITG
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Packet Pg. 146 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBIT A
TO

NOTICE OF AGREEMENT
Legal Description of Property

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern. line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBITG
Exhibit A To Notice Of Agreement
G-6
r

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Packet Pg. 147 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Attachment to: Noh~ l A:Jr..-e.'"e.nL
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 §
§
COUNTY OF ALAMEDA §
On April 5, 2021, before me, Dona Gomez, Notary Public, personally appeared Janice Jensen, 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.

Name:

Signature: ~ ~
(typed or printed) (Seal)

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Packet Pg. 148 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITH
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Form of Official Action of Developer
The undersigned, do certify that Habitat for Humanity East Bay/Silicon Valley, will serve as the Developer of the four unit affordable housing development under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate.

I, Janice Jensen, as President and CEO of Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, further certify that I am, without any additional or further consent of any person, authorized and empowered for and on behalf of and in the name of the respective entity set forth above to: (1) sign and deliver that certain Affordable Housing Dis sition and Development Agreement (85 Woodsworth Lane), dated as of Z~ Z..02--( ("Agreement"), regarding the development of certain real property located in e City of Pleasant Hill, California, and performance of other obligations of the "Developer" as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by each entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City Manager of the City of Pleasant Hill receives written notice of the revocation of this Certificate.

I further certify that the activities covered by the authorities conferred and certified to in this Certificate and the foregoing certifications constitute duly authorized activities of the entity or person identified above; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which the entity identified above is organized and/or that governs such entity's continued existence or limits the power of the undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in confo1mity with the provisions of all such documents. 38074.00014\33080246.6

EXHIBITH
H-1

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Packet Pg. 149 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Dated: #?z.1
38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a California nonprofit
public benefi orporation
By:

J

EXHIBITH
H-2

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Packet Pg. 150 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBIT I
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Form of Affordable Housing Covenant
[Attached Behind This Page]

EXHIBIT I
I-1

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Packet Pg. 151 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
Exempt from Recording Fees Pursuant to
Government Code Section 27383

AFFORDABLE HOUSING COVENANT

AND RESTRICTIONS ON SALE
(85 Woodsworth Lane)
his Affordable Housing Covenant and Restrictions on Sale ("Agreement") is dated z.t , ~and is entered into between the CITY OF PLEASANT HILL, a municipal -~------=~~- corpo tion acting in its capacity as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency (the "City") and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation ("Habitat" and initial "Owner.")

RECITALS
A. The City, in its role as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency, intends to create affordable home ownership opportunities for persons and families of low income. Pursuant to that certain Affordable Housing Disposition and ?f~e~~1:1ent Agreement (85 Woodsworth Lane) between the City and Habitat, dated as of ~ \2--'~,~ (the "Agreement"), Habitat has acquired certain real property located at the northeast comer of Woodsworth Lane and Treadway Lane with an address of 85 Woodsworth Lane, Pleasant Hill, California (APN 150-150-071-2) (the "Property"), as described in Exhibit A attached hereto and incorporated herein, for the purpose of developing four (4) for-sale townhomes, three of which will be constructed for occupancy by low income households that qualify as first-time homebuyers. The fourth for-sale townhome will be constructed for occupancy by a moderate income household that qualifies as a first-time homebuyer.

B. Habitat has agreed to construct four (4) townhome housing units on the Property (the "Affordable Units") and to sell three (3) of the Affordable Units to persons or families of low income that qualify as first-time homebuyers (the "Low Income Units") and one (1) Affordable Unit to a person or family of moderate income that qualifies as a first-time homebuyer (the "Moderate Income Unit"). Each purchaser of an Affordable Unit or the Moderate Income Unit is referred to herein as the "Owner". Pursuant to the Agreement, the City provided fmancial assistance to Habitat for a portion of the predevelopment costs associated with the development of the Low Income Units oh the Property, a share of which is attributable to each Low Income Unit ("City Assistance").
38074.00014\33080246.6

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Packet Pg. 152 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement C. The City Assistance is evidenced by an Promissory Note Secured by Deed of Trust (the "Note") and is secured by a Deed of Trust on the Site.

D. The City and Habitat desire by the execution of this Agreement to assure that the Property and the Affordable Units constructed or to be constructed thereon, will be sold to Qualified Households at an Affordable Housing Cost in accordance with the terms and conditions of the Agreement and this Affordable Housing Covenant.

NOW THEREFORE, the parties acknowledge and agree as follows:

AGREEMENTS

1. DEFINITIONS

1.1. "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income, as adjusted for family size appropriate for the Residential Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.

1.2. "Affordable Unit" means each of the four (4) townhome housing units that shall be constructed on the Property and sold to Qualified Homebuyers at an Affordable Housing Cost.

1.3. "Low Income Units" means the three (3) Affordable Units that are set aside to be sold to and occupied by Lower Income Households.

1.4. "Low Income Households" means persons and families whose income does not exceed 80% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.5. "Moderate Income Households" means persons and families whose income does not exceed 120% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.6. "Moderate Income Unit" means the one (1) Affordable Unit that is set aside to be sold to and occupied by Moderate Income Households

1. 7. Persons and families meeting the definition under Section 1.4, who intend to purchase and reside in a Low Income Unit as their primary residence and persons and families meeting the definition under Section 1.5, who intend to purchase and reside in the Moderate Income Unit as their primary residence shall be referred to as "Qualified Homebuyers." 38074.00014\33080246.6

EXHIBIT I
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Packet Pg. 153 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

2. AFFORDABILITY RESTRICTIONS

2.1. Affordability Requirements. Habitat for itself and any successors in interest hereby covenants and agrees that the Affordable Units shall only be sold to Qualified Homebuyers at an Affordable Housing Cost and that during such period the other requirements of this Article 2 shall apply. Habitat shall additionally comply with any current or future policies adopted by the City for selection, qualification, and monitoring of homebuyers who purchase affordable units assisted by the City, provided, however, that in the event that such policies require a material change to Habitat's selection, qualification or monitoring practices, the City shall allow Habitat a commercially reasonable time to transition its policies. Upon sale of each of the Affordable Units to a Qualified Homebuyer, the Qualified Homebuyer and the City shall enter into a Resale Restriction Agreement that restricts subsequent transfers of the Property to Lower Income Households for the Low Income Units and to Moderate Income Households for the Moderate Income Unit and requires that the Qualified Homebuyer live in the Affordable Unit as their primary residence. The Resale Restriction Agreement shall be in a form prepared and approved by the City and shall have a term of forty-five ( 45) years. Upon recordation of a Resale Restriction Agreement in the Official Records of Contra Costa County, the applicable Affordable Unit shall be released from the restrictions set forth in this Affordable Housing Covenant.

2.2. OWNER FOR ITSELF AND FOR ANY SUCCESSORS IN INTEREST, HEREBY

COVENANTS AND AGREES THAT THE AFFORDABLE UNITS MAY ONLY BE SOLD TO A QUALIFIED HOMEBUYER (DEFINED IN SECTION 1.4

ABOVE) AT THE PURCHASE PRICE ESTABLISHED IN ACCORDANCE
WITH SECTION 1.1. THERE SHALL BE NO SALE OR OTHER TRANSFER OF

THE SITE WITHOUT THE CERTIFICATION BY THE CITY, OR ITS

DESIGNEE, THAT THE PURCHASER/TRANSFEREE IS AN ELIGIBLE

HOUSEHOLD AND THAT THE SITE IS BEING TRANSFERRED AT AN
·AFFORDABLE HOUSING COST. ANY SALE OR OTHER TRANSFER OF THE RESIDENTIAL UNIT IN VIOLATION OF TIDS COVENANT SHALL BE VOID.

2.3. Household Income Qualifications. Prior to any proposed sale or other transfer of an Affordable Unit, Owner shall submit to the City a copy of the prospective purchaser's income certification and a list of all assets owned by the prospective purchaser or other financial information in a form approved by the City along with the income certification to be provided to any lender making a loan on the Site. The City may require documentation evidencing and supporting the income and other financial information contained in the certifications. Within ten (10) business days from receipt of the income certifications, the City shall render a decision of eligibility or noneligibility. If the prospective purchaser does not qualify as a Qualified Homebuyer, the City shall notify Owner and Owner shall be obligated to locate another purchaser who qualifies as a Qualified Homebuyer. The City may designate another governmental entity or nonprofit organization to qualify each prospective purchaser as an Eligible Household. ANY ATTE1\1PT TO TRANSFER TITLE OR ANY INTEREST THEREIN IN

VIOLATION OF THESE COVENANTS SHALL BE VOID AND DEEMED A

EXHIBIT I
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38074.00014\33080246.6

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Packet Pg. 154 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

PROHIBITED TRANSFER AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 3.2, BELOW.

2.4. Final Procedure. The Owner may sell an Affordable Unit if all of the following conditions are satisfied:

2.4.1. The purchaser must be a Qualified Homebuyer at the income level applicable to the Affordable Unit, and the City must have approved the purchaser as a Qualified Homebuyer in accordance with Section 2.1 above.

2.4.2. The Affordable Unit inust be sold at an Affordable Housing Cost, as confinued by the City.

2.4.3. The purchaser intends to occupy the Affordable Unit as his or her principal place of residence and the transferee(s) must be an Eligible Household. The City will allow co-signers not meeting the above conditions for purposes of obtaining loans so long as the purchaser of the Affordable Unit meets the conditions set forth above; and

2.4.4. The transferee shall execute a Resale Restriction Agreement and a Disclosure Statement and such other documents as may be required by the City pursuant to which the purchaser shall assume the obligations and duties ensuring that the Affordable Unit shall remain as an Affordable Unit. The Resale Restriction Agreement shall include a right of first refusal to be held by Borrower, which shall give Borrower the right to repurchase the Affordable Unit, renovate it, and sell it to an Eligible Buyer, subject to a new Resale Restriction Agreement

2.5. Disclosure Statement. Each purchaser of an Affordable Unit must sign a Disclosure Statement in the form attached hereto as Exhibit B.

2.6. Termination. The covenants set forth herein shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns. The City and its successors and assigns, in the event of any breach by Habitat or any Owner of any such covenants contained herein shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title or interest in the Property or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The provisions set forth in this Agreement relating to the City's right to purchase shall terminate and become void automatically upon termination of this Agreement.
38074.000 I 4\33080246.6

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Packet Pg. 155 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

3. DEFAULTS
3 .1. Default and Foreclosure. A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Property shall be recorded by the City in the Office of the Recorder of the County of Contra Costa. 3 .1.1. In the event of default and foreclosure, the City, its designee or assignee, shall have the same right as the Owner to cure defaults and redeem the Property or any portion thereof prior to foreclosure sale. Such redemption shall be subject to the same fees, charges and penalties which would otherwise be assessed against the Owner. Nothing herein shall be construed as creating any obligation on the part of the City to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage.

3.1.2. In the event that the City, its designee or assignee does not elect to cure such default pursuant to the provisions of this Section and the Residential Unit is sold through judicial or nonjudicial foreclosure or by deed in lieu of foreclosure, the purchaser of the Residential Unit shall receive title free and clear of the provisions of this Agreement (unless the purchaser at such sale is the Owner).

3.2. Notice of Prohibited Transfer. Upon receiving notification of a Prohibited Transfer under the provisions of Article 2 hereof, the City will give written notice to the Owner specifying the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of the City within ten (10) days after the date of the notice, or within such further time as the City determines is necessary to correct the violation, the City may declare a default under this Agreement. Upon the declaration of a default, the City may apply to a court of competent jurisdiction for specific performance of the Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. In addition, the City shall have the right to exercise its rights and remedies under the Deed of Trust.

3.3. Attorneys' Fees and Costs. If any action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.

4. GENERAL

4.1. Notices. Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address:

City of Pleasant Hill
100 Gregory Ave.

Pleasant Hill, CA 94523
Attn: City Manager
Notices required to be sent to the Owner hereunder shall be sent by certified mail, return receipt

EXHIBIT I
1-6
38074.00014\33080246.6

8.6.b
Packet Pg. 156 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement requested, to the following address:

Habitat for Humanity East Bay/Silicon Valley
2619 Broadway
Oakland, CA 94612
Attn: President and CEO

5. Duration. The covenants set forth herein shall be covenants running with the land, and shall inure to the benefit of the City and its successors and assigns enforceable by the City or its successors or assigns, until each of the Affordable Units is sold to a Qualified Homebuyer, unless sooner terminated as provided herein. The City and such aforementioned parties, in the event of any breach of any such covenants contained herein, shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title, or interest in the Site, or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The parties agree that all future deeds or transfers of interest shall show the restrictions of this Agreement and, during the duration of this Agreement, any transfer of the Site shall be subject to the terms and conditions of this Agreement. Upon expiration of this Agreement, this Agreement shall no longer be a lien on the Site and shall automatically be reconveyed without the need for further action by either party.

6. Successors and Assigns. The Owner, by and for itself and each successor to any interest in the Site, hereby specifically acknowledges and agrees to be bound by the covenants contained herein. Any successor to Owner shall execute the Disclosure Statement and Resale Restriction Agreement in a form as approved by the City, or an Affordable Housing Covenant in substantially the same form as this Agreement, or such other agreements or documents as may be reasonably requested by the City.

7. THE PARTIES AGREE THAT ALL FUTURE DEEDS OR TRANSFERS OF

INTEREST SHALL SHOW THE RESTRICTIONS OF THIS AGREEMENT AND

DURING THE DURATION OF TIDS AGREEMENT, ANY TRANSFER OF THE

RESIDENTIAL UNIT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

8. Subordination. The City agrees to subordinate the terms and conditions of the Resale Restriction Agreements to be recorded against the Affordable Units to permanent mortgage financing obtained by the Qualified Homebuyers in an amount acceptable to the City, upon terms and conditions approved by the City. As a condition to any such subordination, to the extent any such pem1anent first mortgage fmancing is not provided pursuant to an adopted federal or state program, the lender must agree, and the applicable loan documents must obligate the lender, to send written notice of any default by the Owner to the City, must permit the City to cure any default within forty-five (45) days following notice of the default, allow the City to foreclose under its Deed of Trust without the lender accelerating its debt, and permit 3 8074.00014\3 3080246. 6

EXHIBIT I
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8.6.b
Packet Pg. 157 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement the City to transfer the Site to a qualified Eligible Household, any other governmental agency or a nonprofit organization ( as the case may be) without the lender accelerating its debt.

9. Amendment. This Agreement may be amended only in writing by the City and Habitat.

CITY:
rporation
APPROVED AS TO FORM: ·
I itu·r, UJ,b1'- ~ Jane E. Coleson
City Attorney
Date:_.,_'1,__/ '1>'._,_/_2.-0---'--i.t_--=-- ( I
38074.00014\33080246.6
HABITAT:

HABITAT FOR HUMANITY EAST BAY /SILICON
VALLEY
a California non-profit public benefit corporation

EXHIBIT I
I-8
t and CEO

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Packet Pg. 158 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

ACKNOWLEDGMENT
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
COUNTY OF .I-\\ ().V'"V'I..£ ~ "-
)
)
On Pt-fr~\ S---- , 2021 before me, l)c>/'H,... &::, Cl>-'\.11!. -z... , Notary Public, personally appeared J ~"i LL J-<.n.,5~,.., , 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.
38074.00014\33080246.6

EXHIBIT I
1-9
(seal)

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Packet Pg. 159 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

ACKNOWLEDGMENT
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
COUNTYOF Ct>\.n12A::lJ>STA: )
)
On A'.PQJt,.., i1:, , 2021 before me, AtJISH4- Jce,l. , Notary Public, personally appeared ~t.Jt. OA1A:U-NO , 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.
38074.00014\33080246.6

EXHIBIT I
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(seal)
i············1 ANISHA KEIL
: • Notary Public - California z i .. ~ Contra Costa County ! Commission It 2272937
My Comm. Expires Jan 2, 2023

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Packet Pg. 160 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBIT A
Legal Description of the Site

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBIT I
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Packet Pg. 161 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITB
Form of Disclosure Statement
THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY YOU ARE BUYING.

THIS PROPERTY MAY ONLY BE SOLD TO AN "ELIGIBLE HOUSEHOLD" AT AN "AFFORDABLE HOUSING COST."

THIS MEANS THAT YOU MAY NOT SELL THE PROPERTY FOR MARKET VALUE TO WHOMEVER YOU LIKE.

THESE RESTRICTIONS WILL BE IN EFFECT FOR A PERIOD OF FORTY-FIVE (45)

YEARS FROM THE DATE OF RECORDATION OF THE AFFORDABLE HOUSING

COVENANTS AND RESTRICTIONS ON SALE AGAINST THE PROPERTY, AND REPAYMENT OF THE NOTE. IF YOU SELL THE PROPERTY IN VIOLATION OF THE

RESTRICTIONS, THE CITY OF PLEASANT HILL IS ENTITLED TO RECEIVE REPAYMENT OF THE NOTE IN THE AMOUNT OF $40,000.00 (PLUS ANY INTEREST OWED UNDER THE NOTE).

TO DETERMINE WHO IS AN ELIGIBLE HOUSEHOLD AND WHAT AN AFFORDABLE

HOUSING COST IS, YOU SHOULD CONTACT THE CITY MANAGER OF THE CITY OF PLEASANT HILL.

YOU SHOULD ALSO READ THE AFFORDABLE HOUSING COVENANT AND RESTRICTIONS ON SALE RECORDED AGAINST THE PROPERTY. YOU MAY OBTAIN A COPY FROM THE CITY OF PLEASANT HILL OR FROM THE ESCROW COMP ANY.

I HA VE READ THE FOREGOING AND I UNDERSTAND WHAT IT MEANS.

BUYER
DATE
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BUYER
DATE ,

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Packet Pg. 162 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

ACKNOWLEDGMENT
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 )
COUNTY OF _ ___,.. _ _ _ __.____. ____ _,
On ,...,........e-:---- ---·' 2021 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/$he/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:. _______ ....,;;. ______ ~--
38074.00014\33080246.6

EXHIBIT I
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(seal)

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Packet Pg. 163 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

ACKNOWLEDGMENT
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 )
COUNTY OF __________ _,
On _______ , 2021 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: ________________ _
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Packet Pg. 164 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

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TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT 1603\40\2595738.4
38074.00014\33080246.6
(85 Woodsworth Lane)
Form of Deed of Trust
[Attached Behind This Page]

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Packet Pg. 165 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
Space above line for Recorder's use only
Exempt from Recording Fees pursuant to Govt. Code § 27383

CITY OF PLEASANT HILL

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
This Deed of Trust is made as of <f ~,Z,t, f z.c Z, \ , j!j;l!llf among HABIT AT FOR HUMANITY EAST BAY /SILICON VALLEY, a ali£ mia non-profit public benefit corporation ("TRU~, whose address is 2619 Broadway,-Oakland, California, 94612, · · .:,ir'""S- I ;r..St: S •4ta, J.~ 6l.D i3 £...t <:....- Title Company, whose address 1s ~d-,..,..·,-0 ""' , LA 9 tf<oo-1- ("TRUSTEE"); and the CITY OF PLEASANT HILL acting in its c~acity as the Housing Successor Agency to the fonner Pleasant Hill Redevelopment Agency ("BENEFICIARY"), whose address is 100 Gregory Lane, Pleasant Hill, California 94523.

Trustor irrevocably grants, conveys, transfers, and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor's estate, right, title, and interest in, to and under the following property (collectively, the "Property"): (a) the real property in Contra Costa County, California, described on Exhibit A attached hereto and incorporated herein by this reference, together with all existing and future easements and rights affording access to it (the "Land"), (b) together with all buildings, structures, and improvements now existing or hereafter constructed thereon (the "Improvements"), (c) together with all articles of personal property now or hereafter attached to, placed upon for an indefinite term, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a "fixture" under appli~able law (each a "Fixture," collectively "Fixtures"), (d) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements.

1. Secured Obligations. Trustor makes the grant, conveyance, transfer, and assignment herein for the purpose of securing the following obligations (the "Secured Obligations"): (a) payment of the sum of Two Hundred Eighty Five Thousand Dollars ($285,000.00) with interest thereon according to the terms of a promissory note (the "Note") of even date herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals thereof; (b) payment of such further sums as the then record owner of the Property may borrow from Beneficiary, when evidenced by a promissory note or notes reciting that they are 1603\40\2595738.4
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Packet Pg. 166 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement secured by this Deed of Trust; and ( d) performance of each agreement and obligation of Trustor under that certain Affordable Housing Disposition and Development Agreement executed by Trustor and Beneficiary dated _______ , 2020 (the "Agreement"), providing for the construction of improvements on the Property and operation of the Property and improvements thereon as affordable housing (the "Project"); and (e) obligations under the Affordable Housing Covenant dated of even date herewith (the "Affordable Housing Covenant") recorded against the Property on even date with this Deed of Trust. This Deed of Trust shall secure the Beneficiary against any default under the Affordable Housing Covenant for the term of the Affordable Housing Covenant.

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; ( c) pay when due all claims for labor performed and materials furnished; ( d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; ( e) not commit or permit waste; and (:t) cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term "extended coverage," and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Regulatory Agreements. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Regulatory Agreements or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency, all non-abated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and ( c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (a) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (b) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; ( c) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and ( d) in exercising any such

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Packet Pg. 167 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement powers, pay allowable expenses, including attorneys' fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."

9. Assignment of Rents. Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor' s right, title, and interest in the Rents.

So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and ( c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or l 603\40\2595738.4
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Packet Pg. 168 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.

10. Default and Foreclosure. Upon default by Trustor in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under th.e power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.

11. Distribution of Foreclosure Proceeds. The proceeds generated by any Foreclosure ("Proceeds") shall be distributed as follows: (i) First, senior liens and encumbrances (if any) on the Project shall be fully paid from the Proceeds; (ii) Second, City shall be fully paid any amounts owing under the Secured Obligations; (iii) Third, City shall be paid the difference between the appraised value of the completed Project (applicable portion thereof) as restricted by the Regulatory Agreement ("Restricted Value") and the Proceeds ("Differential"); (iii) Fourth, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k).

The Differential shall be deposited in City's housing fund. Developer expressly acknowledges and agrees that the Agreement and this Deed of Trust constitutes a lien against the Project and the Differential, including in accordance with California Civil Code Sections 2872, 2924 to 2924h, inclusive ("Differential Lien"). In the event of a Foreclosure, for purposes of distribution of the Differential only, the Differential Lien shall be considered a junior lien or encumbrance within the meaning of California Civil Code section 2924k(a)(3). Developer hereby irrevocably instructs any holder of the Differential or similar proceeds generated by Foreclosure to immediately disburse the Differential to City, and agrees to defend, indemnify and hold City and such holder harmless from any and all claims related to such distribution. As used herein, "Foreclosure" means any judicial or non-judicial foreclosure, trustee's sale, deed-in-lieu transfer, short sale, or similar transaction.

12. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, tights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address ofthe new Trustee. 1603\40\2595738.4
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Packet Pg. 169 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

13. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administr~tors, executors, successors, and assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.

14. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

15. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.
16~ Condemnation and Insurance Proceeds. Immediately upon obtaining know ledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in, and prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing .powers of attorney are coupled with an interest and are irrevocable. Trustor hereby l 603\40\2595738.4
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Packet Pg. 170 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary's expenses incurred in the collection of such amounts, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds, damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require.

Notwithstanding the above, the Beneficiary shall release all insurance and condemnation proceeds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that such restoration, repair or rebuilding is economically feasible. If such insurance proceeds shall be insufficient for such purposes, Trustor shall make up the deficiency.

If the Project is subject to a partial condemnation or taking, then the proceeds received therefrom shall be applied to restore the Project taken, provided the Beneficiary determines that such restoration is economically feasible and no default exists under the Loan Documents following the expiration of all applicable cure periods. If the Project is subject to a total condemnation, or if Beneficiary determines that restoration of the Project is not feasible following a partial condemnation, or if a default exists then the proceeds from any condemnation award or claim for damages shall be used first to repay all sums under the Note, with the excess, if any, paid to Trustor, subject to the rights of the senior lender.

17. Severability. If any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity.

18. Estoppel Certificate. Trustor shall, within thirty (30) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.

19. California Uniform Commercial Code Security Agreement; Fixture Filing.

Trustor hereby grants Beneficiary a security interest in all personal property ofTrustor located on the Property and wherever located and used in any way in connection with or in any way relating to the Property, and whether now owned or hereafter in existence, acquired or created (including equipment, inventory, goods, documents, instruments, general intangibles, chattel paper, accounts, accounts receivable, deposit accounts, and contract rights), and all fixtures ofTrustor now owned or hereafter in existence, acquired or created on, of or relating to the Property, and all substitutions, replacements, additions, accessions, and proceeds (including insurance proceeds) of all of the foregoing ( collectively, the "Personal Property"). Beneficiary may file this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Trustor 1603\40\2595738.4
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Packet Pg. 171 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement shall execute and deliver to Beneficiary, upon Beneficiary's request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon Trustor's breach of any covenant or agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the California Uniform Commercial Code and, at Beneficiary's option, may also invoke any remedies provided in this Deed of Trust as to the Personal Property.

In exercising any of such remedies, Beneficiary may proceed against the Property and any of the Personal Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary's remedies under the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to become fixtures on the Property and constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

20. Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether voluntarily or involuntarily, or by operational law, Beneficiary may, at Beneficiary's option, declare all of the sums secured by this Deed of Trust to be immediately due and payable, and Beneficiary may invoke any remedies permitted by this Deed of Trust.

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Packet Pg. 172 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth. 1603\40\2595738.4
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TRUSTOR:

HABITAT FOR HUMANITY EAST BAY /SILICON VALLEY
a California non- rofit public benefit corporation

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Packet Pg. 173 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 57 4, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of25 feet to a point on said Northern line of Cleaveland Road Notih, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 1603\40\2595738.4
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Packet Pg. 174 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 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 )
COUNTY OF __________ __,
On ________ ,. 2021 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: ________________ _
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Packet Pg. 175 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement 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
COUNTY OF f\\ "-tn.-eoA ...
)
)
On Af c\' r , 2021 before me, \)o ...,e., {,,. ,,_, ..,_ , Notary Public, personally appeared c ) (Ar1 ( c...c.... ~ s--,e-. , 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.
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(seal)

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Packet Pg. 176 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

EXHIBITK
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT l 603\40\2595738.4
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(85 Woodsworth Lane)
FonnofNote
[Attached Behind This Page]

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Packet Pg. 177 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement

PROMISSORY NOTE
$285,000 '-l(z"7J u, z.1 .- Pleasant ~11, California

FOR VALUE RECEIVED, HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation ("Borrower"), having an address of2619 Broadway, Oakland, California, 94612, promises to pay the CITY OF PLEASANT HILL, a municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City"), having an address of I 00 Gregory Lane, Pleasant Hill, California, 94523, the principal sum of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000), pursuant to the terms and conditions set forth below.

1. Loan. This Promissory Note ("Note") is made pursuant to that certain Affordable Housing Disposition and Development Agreement between Borrower and City, dated '/ { 2. t ( 2 , ~ ("Agreement"). Pursuant to the Agreement, Borrower intends to develop certain real property located at 85 Woodsworth Lane, Pleasant Hill, California, more particularly described in Exhibit A of the Agreement ("Property"), as four for-sale attached units, three of which are for occupancy by low income households that qualify as first-time homebuyers (the "Affordable Units"). Pursuant to the Agreement, City will provide assistance to Borrower for certain predevelopment costs associated with the development of the Affordable Units on the Property.

This is a Note for Borrower's repayment to City of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000) provided by City to Borrower to assist Borrower with such predevelopment costs ("Loan"). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.

2. Deed of Trust. Following Close of Escrow on the Property, payment of this Note shall be secured by a deed of trust, security agreement and fixture filing ("Deed of Trust") executed by Borrower to Old Republic Title Company as Trustee, for the benefit of City, of even dater herewith which shall be recorded against the Property in the Official Records of Contra Costa County.

3. Interest. This Note shall accrue interest at the rate of three percent (3%) simple per annum.

4. Repayment.

A. Borrower will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon completion of construction of each Affordable Unit and sale to a Qualified Homebuyer, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) ("Buyer's Note"); (ii) a deed of trust in favor of City to secure the Buyer's Note ("Buyer's Deed of Trust"); and (iii) a Resale Restriction Agreement containing owner occupancy l 603\40\2595738.4
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Packet Pg. 178 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement and restrictions on transfer ("Resale Restriction") . .The Buyer's Note, Buyer's Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

B. Upon execution of the Buyer's Note, Buyer's Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Affordable Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

C. Upon execution of the seventh and last Buyer's Note, Buyer's Deed of Trust and Resale Restriction, the then outstanding principal amount and accrued interest under this Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

5. Event of Default. The occmTence of any of the following shall constitute an event of default under this Note: (i) Borrower fails to pay any amount due hereunder within ten (10) calendar days of its due date; or (ii) any default by Borrower under the Deed of Trust, the Agreement or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s).

6. Payment Upon Default. At the option of City and without notice, the entire unpaid principal and any interest that may be owing on this Note shall become immediately due and payable (i) upon the occurrence of any event of default, or (ii) upon the sale, transfer, assignment, conveyance or lease of any portion of the Property, in whole or in part, to someone who is not a Qualified Homebuyer, or (iii) in the event construction of any Residential Unit does not begin by the second anniversary of the date of the close of escrow of the Property. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of City's option. City's failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. City's failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

7. Interest Upon Default. At all times when Borrower is in default hereunder by reason of Borrower's failure to pay principal due under this Note or any amounts due under any loan documents securing this Note, the interest rate on the sums as to which Borrower is in default (including principal, if City has elected to declare it immediately due and payable), shall be the lower of the highest rate then allowed by law or six percent (6%) simple.

8. Recourse. The Loan is a recourse obligation of Borrower.

9. Place of Payment. Any payments due hereunder shall be made in lawful money of the United States to the City of Pleasant Hill, 100 Gregory Lane, Pleasant Hill, California 92543. l 603\40\2595738.4
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Packet Pg. 179 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement The place of payment may be changed from time to time as City may designate in writing.

10. Waiver of Presentment. Borrower and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without in any way affecting or discharging this liability.

11. Attorney Fees. Borrower agrees to pay immediately upon demand all costs and expenses of City including reasonable attorneys' fees, (i) if after an event of default this Note is placed in the hands of an attorney or attorneys for collection, (ii) if after an event of default hereunder, City finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection ofthis Note against Borrower, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the Agreement, or other loan document, or (iii) if City seeks to have the Property abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the enforcement of the Deed of Trust.or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court. If City shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental agency, affecting the Property or the title thereto or the interest of City under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, City shall be reimbursed by Borrower immediately upon demand for all costs, charges and attorneys' fees incurred by City in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Property.

12. Notices. All notices required to be given pursuant to the terms hereof shall be either (i) personally delivered, (ii) deposited in the United States express mail or first class mail, registered or certified, return receipt requested, postage prepaid, or (iii) delivered by overnight courier service. All such notices shall be deemed delivered upon actual receipt ( or upon the first attempt at delivery if the intended recipient refuses to accept delivery). All such notices shall be delivered to the addresses set fo1th above, or to such other address as the receiving party may from time to time specify by written notice to the other party.

13. and assigns.

Successors and Assigns. This Note shall be binding upon Borrower, its successors

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California, without regard to conflict of laws principles.

15. Severability. If any provision of this Note is declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
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Packet Pg. 180 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement l 603\40\2595738.4
38074.00014\33080246.6

BORROWER

HABITAT FOR HUMANITY EAST

BAY/SILICON VALLEY,
a California nonprofit public benefit corporation
By: ___ ~='---------
Janic
Presi ... ..,,..!J>(.., ... >,

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Packet Pg. 181 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement Attachment to: Promissory Note
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 §
§
COUNTY OF ALAMEDA §
On August 3, 2021, before me, Dona Gomez, Notary Public, personally appeared Janice Jensen, 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: ~~ ~
Name: ~ (typed or printed) (Seal)

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Packet Pg. 182 Attachment: Exhibit 1 - Recorded Disposition and Development Agreement for 85 Woodsworth Lane (Habitat for Humanity - Agreement City Manager
100 Gregory Lane, Pleasant Hill, CA 94523-3323 – (925) 671-5270 www.pleasanthillca.org
____________, 2022
Janice Jensen, President & CEO
Melanie Mintenko, Project Manager

HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY
2619 Broadway
Oakland, CA 94612
85 Woodsworth Disposition and Development Agreement Schedule of Performance Extension No. 2
Dear Janice and Melanie,
The City of Pleasant Hill (“Seller” or “City”) and Habitat for Humanity East Bay Silicon Valley (“Purchaser”) entered into a Disposition and Development Agreement (“DDA”) for the transfer of 85 Woodsworth Lane, Pleasant Hill, Contra Costa County, California (Assessor’s Parcel Number 150-150-071-2) (“Property”). The Seller agreed to transfer the Property to the Purchaser in order to develop four single-family units of affordable housing, after certain conditions are met.

To date, the Purchaser has:
 engaged architectural, civil, geotechnical, and environmental consultants  completed site surveys, geotechnical reports, and Phase 1 environmental assessments  engaged the environmental consultant to complete Phase 2 environmental assessments  engaged City staff in preparing an entitlement package submittal to the City  recorded loan documents
 secured a Habitat Board resolution that commits to providing backstop funding Exhibit C to the DDA includes a Schedule of Performance that identifies a Project Entitlements deadline of March 31, 2022 and an Other Funding Commitments Deadline of December 31, 2022.

Section 5.4 of the DDA permits the City Manager to modify a time or date for performance of a particular task by 180 days at their reasonable discretion. The Seller and Purchaser signed a letter dated March 7, 2022 to extend the Project Entitlements and Other Funding Commitments deadlines by 180 days, or to September 27, 2022 and June 29, 2023, respectively. Due to delays in the development entitlement process, the Seller and Purchaser desire to further extend certain deadlines set forth in the Schedule of Performance.

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Packet Pg. 183 Attachment: Attachment 2 - Letter to Habitat for Humanity on Extension (Habitat for Humanity - Agreement Amendment - 85 Woodsworth) Schedule of Performance Extension No. 2
85 WOODSWORTH DISPOSITION AND DEVELOPMENT AGREEMENT
____________, 2022