Riverside City Council
February 21, 2023

DEVELOPMENT AGREEMENT
FOR

THE MULBERRY VILLAGE DEVELOPMENT PROJECT
(2825-2841 Mulberry Street)
by and between the

CITY OF RIVERSIDE,

HOUSING AUTHORITY OF THE CITY OF RIVERSIDE
ant
HABITAT FOR HUMANITY RIVERSIDE, INC.

A Department of Housing and Urban D~velopment (HUD)
Neighborhood Stabilization Program Funded Project

TABLE OF CONTENTS

1. DEFINITIONS ................................................... .............. , ......................................... ................. 2

1.1 Defined Terms ............................................................. ......................................................... 2

1.2 Singular and Plural Terms ................... .......................................................... : ...................... 6

1.3 Accounting .Principles ........................................................................................................... 6

1.4 References and Other Terms ................................................................................................. 7

1.5 Attaclunents Incorporated ..................................................................................................... 7

2. FUNDING ....................................... ........................................................................................... 7

2.1 Sources of Funding ............................................................................................................... 7

2.2 Retention ............................................................................................................................... 7

2.3 Obligation to Update Project Budget ................................................................................... 8

2.4 Notice of Completion ............................................................................................................ 8

3. CONDITIONS PRECEDENT FOR COMMENCEMENT OF DEVELOPMENT ................... 8 3 .1. Approved Final Project Budget ............................................................................................ 8

3. 2. Environmental Compliance ........................................ .......................................................... 8

3.3.Environinental Condition ............................................................................................... ...... 9

3.4.Approval of Development Plans, Construction Contract, and General Contractor ............. 9

3.5. Buil~ing Permits .............. ......................... ................ _. ........................................................... 9

3.6. Pre-Construction Meeting of General Contractor, City Representative(s), Authority Representatives, and Habitat for Hurnanity ................................................................................ 9

3.7. Insurance ..................... .......................... ............................................................................... 9

3. 8. Representations and Warranties ......................................................................................... 10

3.9. No Default .......................................................................................................................... 10 3 .10. Performance and Payroll Bonds ...................................................................................... 10

4. DEVELOPMENT OF THE SITE ............................................................................................. 10

4.1 Develop1nent Plans ............................................................................................................. 10

4.2 Submittal of Development Plans ........................................................................................ 10

4.3 Approval of Development Plans ............ ............................................................................. 11

4.4 Consultation and Coordination .......................... , ................................ , ............................... 11

4.5 Revisions ........................... ...................... ............................................................................. 11

4.6 Defects in Plans .................................................... ............................................................... 11

4.7 City and Other Governmental Pennits ........................... '. .................................................... 11

4.8 Constn1ction Contract ......................................................................................................... 12

4.9 Change Orders ...................................... .............................................................................. 12

4.10 Rights of Access .......................... r;c ...... . ................................................. .. ........... .. ......... 12

4.11 Co1npletion of Project ........................... ......................................... ................................... 13

4.12 Bodily Injury and Property Damage Insurance; Indemnity ......................... ............... ... 13

4.13 Performance and Payment Bonds ..................................................................................... 16

4.14 Federal, State, and Local Lavvs ............................ ............................. ............................. 17

4.15 Nondiscrimination During Construction ........... ................. . ;. ..... .................................... 17

4.16 Liens and Stop Notices ..................................... .............................................. .. ............. 17

5. AFFORDABLE HOUSING COVENANTS; MAINTENANCE, PROPERTY
MANAGEMENT, OPERATION OF PROJECT ......................................................................... 17

5.1 Duration of Affordability Requirements; Affordability Period ..................... ... ................. 17

5.2 Tenant Selection Covenants ............................................................................... ................ 18

5.3 Income Certification Requirements ................................................ ...... ,. .. ...................... ..... 18

5.4 Affordable Rent .................................. ............... · ............... ................ .................... .............. 19

5.5 Lease Agreements for NSP-Assisted Units .......................... ... : ............... ........................... 20

5.6 Maintenance ....................................................... ........................... ......... ; ........................... 20

6. NSP PROGRAM LIMIT A TIO NS; COMPLIANCE WITH LAWS ................ ....................... 21 • I

6.1 NSP Progra1n ............................ .................... ............... ............................... ................. ....... 21

6.2 NSP Laws and Regulations ............ .......... , ....................................... .................................... 22

6.3 Specific Requirements ..................... .................................................. · ................................. 22

6.3.1 Miscellaneous Federal Mandates ........................................ ........... ...................... .......... 22

6.3 .2 Environment and Historic Preservation ........ : ......................... ..................................... .. 23

6.3.3 Arcbitecnu·al Barriers ............................................................ ......................................... 23

6.3.4 Americans With Disabilities Act ...................... ............................................................. 23

6.3.5 Relocation .................................... ....................... ............................. .............................. 23

6.3 .6 Disabled Discrimination ............... ......................... ........................ ................................ 24

6.3.7 Future NSP Regulations ......... ............. ........................... .................. ............................ .. 24

6.3.8 Ineligible Contractors ............. ......................................... ........... .................................... 24

6.3.9 Conflict of Interest .... ...................... .................. .................... .......................................... 24

6.3.10 Affirn1ative Marketing ............................................................... ................... : ................ 24

6.3. 11 Property Standards .. .................................. ...................................................... ............... . 24

6.3. 12 HUD Regulations .................. ................. ........................................................................ 24

6.3.13 Successor Rules .................... ... : ............. .... ................................... ......................... ........ 24

6.4 Certification Regarding Lobbying ................................................... .......................... ......... 25

6.5 Religious Activity ............... .......... ............ ............ .................... ............ ............. ................. 25 11 6.6 Disclosure of Confidential Tenant Information ................................................................. 26

6.7 Layering Revie\.V ................................................................................................................ 26

6.8 Compliance with Federal, State and Local Laws ............................................................... 26

6.9 Lead-Based Paint. ............................................................................................................... 28.

6.10 Duty to Prevent Release of Hazardous Substances ........................................................ 28

7. DEFAULTS, REMEDIES AND TERMINATION ................................................................. 29 7 .1 Defaults - General .............................................................................................................. 29

7.2 Legal Actions ...................................................................................................................... 29

7.3 Rights and Remedies are Cmnulative ................................................................................. 30

7.4 Inaction Not a Waiver of Default ........................................................................................ 30

7.5 Specific Perfonnance ....................... .-.................................................................................. 30

7.6 Rights of Termination and Damages .................................................................................. 30

7.7 Limitation on Damages ....................................................................................................... 31

8. GENERAL PROVISIONS ....................................................................................................... 31

8.1 Notices, Demands and Communications Between the Parties ........................................... 31

8.2 Conflicts of Interest .............................................................................. , .............................. 32

8.3 Warranty Against Payment of Consideration for Agreement... .......................................... 32

8.4 Nonliability of Authority Officials and Employees ............................................................ 32

8.5 Nonliability of Authority Officials and Employees ............................................................ 32

8.6 Approval by Authority m1d Developer ............................................................................... 32

8.7 Plans and Data ..................................................................................................................... 33

8.8 Force Majeure ....................................................................................................... _. ............. 33

8.9 Applicable Law; Interpretation ........................................................................................... 33

8.10 Inspection of Books and Records, Rep01is ....................................................................... 33 8 .11 Mutual Cooperation .......................................................................................................... 34

8.12 Ground Breaking and Grand Openings ............................................................................. 34

8.13 Independent Contractor ..................................................................................................... 34

9. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ................................................ 34 111
ATTACHMENT NO. 1
ATTACHMENT NO. 2
ATTACHMENT NO. 3
ATTACHMENT NO. 4
ATTACHMENT NO. 5
ATTACHMENT NO. 6
ATTACHMENT NO. 7
ATTACHMENT NO. 8
ATTACHMENT NO. 9

ATTACHMENTS

SITE PLAN

SITE LEGAL DESCRIPTION

PROJECT DESCRIPTION

SCHEDULE OF PERFORMANCE

PROJECT BUDGET

CITY REGULATORY AGREEMENT

RENT SCHEDULE

REQUEST FOR NOTICE OF DEFAULT
BONDS
iv

DEVELOPMENT AGREEMENT
FOR

THE MULBERRY VILLAGE DEVELOPMENT PROJECT
(2825-2841 Mulberry Street)
A Department of Housing and Urban Development (HUD)
Neighborhood Stabilization Program
This Development Agreement for the Mulbeny Village Development Project ("Agreement") is entered into on this ___ day of ______ ~ 2023, by and between the CITY OF RIVERSIDE, a California cha1ier city and municipal corporation ("City"), the HOUSING AUTHORITY OF THE CITY OF RIVERSIDE, a public agency ("Authority''), and HABITAT FOR HUMANITY RIVERSIDE, INC., a California non-profit public benefit corporation whose UBI Number is VU4KPJB377H9 ("Habitat for Humanity"). Hereinafter, the City, the Authority, and Habitat for Humanity may be referred to individually as "Party" or collectively as the "Parties."

RECITALS
A. The City is a municipal corporation, incorporated as a charter city under the laws of the State of California. The City has adopted a Housing Element to its General Plan pursuant to Government Code Section 65580, et seq., which sets forth the City's policies, goals and objectives to provide housing to all economic segments of the community, including the preservation and development of rental housing affordable to very low income, low income and moderate income households.

B. On March 13, 2018, the City Council adopted a series of homeless service initiatives, which set forth the City's policies, goals, and objectives in addressing homeless issues through the strategic alignment of municipal and regional resources, with an emphasis on providing homeless individuals with housing first and then wrap-around services.

C, The Authority is a public agency established by action of the City Council of the City pursuant to Resolution No. 21275 for the purpose of providing affordable housing opportunities through a variety of programs within the City and exercising governmental functions and powers pursuant to the California Housing Authorities Law (California Health and Safety Code § 34200, et seq., "Housing Authority Law").

D. In furtherance of the City's goals, the Authority has developed a long-term strategy for creating permanent supportive housing units through "scattered site" programs and "single site" housing projects.

E. The City has received Neighborhood Stabilization Program (NSP) funds from the United States Department of Housing and Urban Development ("HUD") pursuant to the Housing and Economic Recovery Act (HERA) of 2008 that was established stablished for the purpose of providing emergency assistance to stabilize communities with high rates of abandoned and foreclosed homes, and to assist households whose annual incomes are up to 120 percent of the area median income ("AMI").

F. The Authotity currently owns prope1iies in the City, located at 2825 Mulbeny Street, 2831 Mulbeny Street, and 2841 Mulberry Street, identified with Assessor Parcel Numbers 209-222-026, 209-222-027, and 209-222-015 (collectively "Site").

G. Habitat for Hmnanity is a California public benefit corporation and experienced affordable housing developer that has demonstrated effective development of projects similar in size, scope, and level of complexity as the project herein.

H. Parties desire to enter into this Agreement for the purpose of developing ten (10) small cottage homes for lease to very low income households, with a common open space area and garden for the residents ("Mulbeny Village Development Project" or "Project"), and the Parties intend that by this Agreement:
(i) Habitat for Humanity, as an experienced affordable housing developer, will perform the development services associated with the Project; (ii) . The Authority, as the owner of the Site, will allow the development of the Site and will retain ownership, control, and management of the Site and the Project before, during, and after development; and
(iii) The City will provide Four Hundred Thirty-Eight Thousand One Hundred Seventeen Dollars and 72 Cents ($438,117.72) in NSP Funds to Habitat for Humanity for Project Costs (as defined below) in accordance with this Agreement.

I. The implementation of the Project pursuant to the terms and conditions of this Agreement are in the vital and best interest of the City and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and iocal laws.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, Parties agree as follows:

1. DEFINITIONS

1.1. Defined Terms
As used in this Agreement, the following capitalized terms shall have the following meanings:
2 "Affordable Rent" means the amount of monthly rent, including a reasonable utility allowance, that does not exceed the lesser of the maximum allowable rent to be charged by the Authority and paid by the Very Low Income Household, occupying the Affordable Units, as set forth in 24 Code of Federal Regulations Part§ 92.252(a) or any successor regulation. "Affordable Units" means the ten (10) single family residences, at 2825-2841 Mulberry Street, required to be maintained and available to, occupied by, or held vacant for occupancy to Very Low Income Households. Preference shall be given to households as identified in Section 5.2.
"Affordability Period" means the period commencing upon the recordation of the Notice of Completion and terminating on the fifty-fifth (55th) anniversaiy thereof. "Agreement" means this Development Agreement, including all of the Attachments hereto, by and among the Parties.
"AMI" or "Area-wide Median Income" means the median family income (adjusted for family size) for Riverside County promulgated and published annually by HUD. If HUD ceases annually to publish median incomes, the Parties will agree upon an adequate substitute maimer for determining Area-wide Median Income.
"Annual household income" is defined at 24 Code of Federal Regulations Part

5.609.
"Authority" means the Housing Authority of the City of Riverside, a public entity. "Bonds" means the two (2) duly executed surety bonds provided by Habitat for Humanity, one (1) as security for the faithful performance of the Agreement and one (1) as security for the payment of all persons performing labor and furnishing materials in connection with the Agreement, attached hereto as Attachment No. 9.
· "City" means the City of Riverside, a California charter city and municipal corporation.
"City Regulatory Agreement" means the regulatory agreement, attached hereto as Attachment No. 6.
"Effective Date" means the date upon which this Agreement was approved by the Authority and the City.
"Environmental Laws" means any and all present and future federal, state and local laws (whether under common law, statute, ordinance, rule, regulation or otherwise), court or administrative orders or decrees, requirements of permits issued with respect thereto, and other requirements of governmental authorities relating to the environment or to any Hazardous Substance or Hazardous Substance Activity (including, without limitation, the Comprehensive 3 Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601, et seq.), as heretofore or hereafter amended from time to time ("CERCLA"), and the applicable provisions of the California Health and Safety Code and the California Water Code, and any and all successor statutes and regulations, orders, decrees, guidelines, or pronouncements promulgated thereunder). "Event of Default" means the failure of a party to pe1form any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure; as set forth in Section 7 .1.
"Executive Director" means the Executive Director of the Authority or his/her designated representative.
"Governmental Regulations" means any local, state, and federal laws, ordinances, rnles, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, environmental, labor relations, prevailing wage, notification of sale to employees, Hazardous Substance, occupational health and safety, water, earthquake hazard reduction and building and fire codes) bearing on the demolition, alteration, replacement, repair, refurbishing, improvement, constrnction, maintenance, management, use, or operation of the Project.
"Hazardous Substance" means (i) any chemical, compound, material , mixture or substance that is now · or hereafter defined or listed in the United States Department of Transportation Hazardous Materials Table ( 49 CFR 172. l 01), as amended from time to time, or now or hereafter otherwise classified or regulated pursuant to any Environmental Laws as a "hazardous substance," "hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic substance," "toxic pollutant" or any other formulation intended to define, list, or classify substances by reason of deleterious prope1iies such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP toxicity," (ii) any asbestos or asbestos containing material, (iii) any polychlorinated biphenyls (PCBs), (iv) any m·ea formaldehyde, and (v) any petroleum, natural gas, natural gas liquid, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources. Notwithstanding the foregoing, "Hazardous Substances" shall not include any chemical, compound, material, mixture or substance used in the normal course of operating an apartment complex, so long as such chemical, compound, material, mixture or substance is used in accordance with Environmental Laws. "Hazardous Substance Activity" means any actual, proposed or threatened storage, holding, existence or suspected existence, release or suspected release, emission, discharge, generation, processing, abatement, removal, disposition, treatment, handling or transportation of any Hazardous Substance from, under, into, on, above, around or across the Site or surrounding prope1ty or any other use of or operation on the Site or the surrounding prope1iy that creates a risk of Hazardous Sub~tance contamination of the Site.
"NSP Program" shall mean the program funded and formed by the Housing and 4 Economic Recovery Act ("HERA") of 2008 that was established stablished for the purpose of providing emergency assistance to stabilize communities with high rates of abandoned and foreclosed homes, and to assist households whose annual incomes are up to 120 percent of the area median income ("AMI").
"NSP Funds", as referenced in Recital E, shall mean the Four Hundred Thirty-Eight Thousand One Hundred Seventeen Dollars and 72 Cents ($438,117.72) that Habitat for Humanity receives from the City as part of the NSP program and distributes to Habitat for Humanity for development.
"Household" means one or more persons occupying an Affordable Unit. "Low HOME Rent" means tenant paid rent that is in accordance with 24 Code of Federal Regulations Part 92.252(b).
"Notice" means a notice in the form prescribed by Section 8.1. "Pmiies" means the City, the Authority, and Habitat for Humanity. "Project," as referenced in Recital Hand described in Attachment No. 3, shall mean and include any predevelopment activities related to the Site, as well as the constmction, demolition, remediation and grading done on the Site, as well as all buildings, structures, fixtmes, foundations, excavation, parking, landscaping, underground installations, and other work, construction and improvement of whatsoever character undertaken or constmcted on, around, under 01~ over the Site by Habitat for Humanity for the development of ten (10) single family residences required to be maintained and available to, occupied by, or held vacant foi- occupancy to Very Low Income Households, and any other activities undetiaken in com1ection therewith in accordance with all regulations referenced herein, including any NSP Regulations. "Project Budget" means the budget for the Project, attached hereto as Attachment No. 5.
"Project Costs" means all costs and expenses reasonably approved -pursuant to this Agreement which are customarily incurred and shall have been actually incurred by Habitat for Humanity for the development of the Project and shall include, without limitation, the following:

Predevelopment Costs, construction costs, constmction and design fees, architectural and engineering costs and fees (if any); a constmction management fee as set forth in the Project Budget; security services; offsite improvements and permits (if any); building permits; utility fees; insurance; legal and accounting fees; tests to determine the condition of the Site; and such other costs, fees, and expenses, as agreed to by the City; provided, however, that payment to Pa1iies related to Habitat for Humanity must not exceed reasonable and customary market rates. "Project Description" means the description of the Project, attached hereto as Attachment No. 3.
5 "Rent Schedule" means the rent schedule, attached hereto as Attachment No. 7. "Request for Notice of Default" means the request referenced in Section 7.1 and attached hereto as Attachment No. 8.
"Schedule of Performance" means that certain Schedule of Performance attached hereto as Attachment No. 4, setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be accomplished. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Habitat for Humanity, the City, and the Authority. The Authority authorizes the Executive Director to make such revisions to the Schedule of Performance as he/she deems reasonably necessary to effectuate the purposes of this Agreement. Likewise, the City authorizes the City Manager, or his or her designee, to make such revisions to the Schedule of Performance as he/she deems reasonably necessary to effectuate the purposes of this Agreement.
"Site" means that cetiain real prope1iy referenced in Recital G above as delineated on the Site Plan (Attachment No. 1) and more particularly described in the Site Legal Description (Attachment No. 2).
"Site Legal Description" means the description of the Site which is attached hereto as Attachment No. 2.
"Site Plan" means the map of the Site and the proposed Project, attached hereto as Attachment No. 1.
"Very Low Income Household" means households that are eligible as very low income families, with total, annual household incomes ce1iified to be at or below 50% of the Area Median Income for Riverside County, according to data published by HUD annually. Annual household income is defined in regulations at 24 CFR 5.609 and shall be calculated using source documents or third party certifications of all income and assets held or generated by all members of the applicant or tenant household, in accordance with regulations published at 24 CFR

5.203(a)(l)(i) and 24CFR 92.203(a)(l)(i), or 24 CFR 5.617 when calculating the income of persons with disabilities.v

1.2. Singular and Plural Terms
Any defined term used in the plural herein shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class.

1.3. Accounting Principles
Any accounting te1m used and not specifically defined herein shall be construed in conformity with and all financial data required to be submitted herein shall be prepared in conformity with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to the City. 6 1.4. References and Other Terms
Any reference to any document shall include such document both as originally executed and as it may from time to time be modified. References herein to Sections and Attachments shall be constrned as references to this Agreement unless a different document is named. References to subparagraphs shall be constrned as references to the same Section in which the reference appears. The tenn "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind.

The terms "including" and "include" mean "including (include), without limitation."

1.5. Attachments Incorporated
All attachments to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference.

2. FUNDING

2.1 Sources of Funding
As set forth in the Project Budget, the Parties anticipate that Project Costs will be financed with NSP Funds. The City shall distribute the NSP Funds to Habitat for Humanity pursuant to the NSP Program. The NSP Funds shall then be used for Project Costs as approved by the City. City shall disburse the NSP Funds to Habitat for Humanity not later than thirty (30) days after receipt by the City of a written disbursement request from Habitat for Humanity ( each, a "Disbursement Request"), The Disbursement Request shall (a) set forth. the amount of the requested disbursement of NSP Funds, specifically, and identify the natme of each expense for which the disbursement is being requested by reference to items in the approved final · Project Budget and Construction Contract, (b) identify the percentage of the Project that has been completed as of the date of the Disbursement Request, and ( c) certify that all applicable conditions precedent to disbursement of the NSP Funds have been and remain satisfied and that no Event of Default has occurred and is continuing under this Agreement. The City shall use commercially reasonable efforts to wire transfer such disbursements when requested by Habitat for Humanity.

All disbursements of NSP Funds shall be recorded by the City and acknowledged by Habitat for Humanity.

2.2 Retention
Except as provided herein, as to each Disbursement Request made to the City for Project Costs, disbursements of NSP Funds shall be made for such item in the amount of ninety percent (90%) of the costs for such item properly incmrnd and substantiated by Habitat for Humanity during the course of the Project. City shall disburse NSP Funds in the amount of Ninety Percent (90%) of each Disbursement Request for Project Costs, provided, however, that the amounts so retained on account of rough grading, wet and dry utilities, concrete foundations, and framing shall be released on a trade by trade basis, so long as (a) the constrnction of the trade improvements has been completed substantially in accordance with the Development Plans and has been fully paid for and is lien free, and (b) all work requiring inspection or certification by any 7 governmental agency has been completed and all requisite certificates, approvals and other necessary authorizations have been obtained.

Notwithstanding the foregoing, as to each Disbursement Request made to the City for Project Costs that constitute payment of City permits and development impact fees related to the Project or the payment of "soft costs," disbursements of NSP Funds shall be made for such item in the amount of one-hundred percent (100%) of the costs for such item properly incmrnd and substantiated by Habitat for Humanity during the course of the Project.

2.3 Obligation to Update Project Budget
Habitat for Humanity shall update the Project Budget in the event of a proposed material change to the Project Budget. In the event of a proposed material change to the Project Budget, Habitat for Hwnanity shall notify the City in writing of the nature of the proposed change, including a detailed description of the effect of such change, and submit a revised, pro forma Project Budget reflecting such change to the City. The City shall have the right to approve such change prior to Habitat for Humanity taking any action in furtherance of such change.

2.4 Notice of Completion
Final payment of all sums invoiced and unpaid, including all retentions, shall be made within thiliy-five (35) days after the Project is fully performed and accepted by the City and the Authority, and the City or the Authority files a Notice of Completion, except such sums thereof which are required by law or authorized by the Agreement to be further retained.

3. . CONDITIONS PRECEDENT FOR CO:tvfMENCEMENT OF DEVELOPMENT Habitat for Humanity shall only commence development of the Site upon the prior satisfaction by Habitat for Humanity, or waiver by the City and the Authority, of the following conditions precedent:

3.1. Approved Final Prnject Budget
Habitat for Humanity shall have submitted to the City and the Authority for their approval an updated and final proforma and detailed final Project Budget for the development (consistent with the Project Description), and the City shall have approved the final Project Budget in the City's reasonable discretion with the Authority's concmTence. The use of NSP Funds shall be consistent with the approved final Project Budget.

3.2. Environmental Compliance
All Governmental Requirements including all Environmental Laws applicable to the Project, including without limitation, the National Environmental Policy Act of 1969, Public Law 91-190 as amended, 42 U.S.C. Sections 4321-4347, the California Environmental Quality Act, and Public Resources Code Section 21000, et seq.,, shall have been satisfied if and to the extent such satisfaction is required prior to disbmsement of NSP Funds. The City shall have conducted its environmental review in accordance with 24 CFR Part 58 before any NSP Funds are released to Habitat for Humanity. ·
8 3.3. Environmental Condition
The environmental condition of the Site shall be reasonably acceptable to Habitat for Humanity.

3.4. Approval of Development Plans, Construction Contract, and General Contractor City and the Authority shall have approved the Development Plans for the Site prepared and submitted by Habitat for Humanity as being in substantial conformity with the Project Description, this Agreement, and the City of Riverside M1micipal Code ("Riverside Municipal Code"). In addition, Habitat for Humanity shall have submitted to the City and the Authority detailed information regarding its methodology for the abatement of asbestos, lead based paint, and other required Hazardous Substances remediation at the Site, if any, and such methodology shall be reasonably satisfactory to the City and the Authority. In the time set in the Schedule of Performance, Habitat for Humanity shall have submitted a hue and complete copy of the Construction Contract to the City, and the Ai1thority, and both the Construction Contract and the identity of the General Contractor as well as all engineers and architects shall be reasonably acceptable to the City and the Authority.

3.5. Building Permits
Habitat for Hmnanity shall have obtained all Building Permits and other permits required for the full Project, and shall have provided tme, correct and complete copies of all such Building Permits to the City and the Authority. Habitat for Humanity shall not commence any portion of the development until all applicable Building Pe1mits and other perm.its required for such portion of the development have been obtained, with true, correct and complete copies of such Building Permits delivered to the City and the Authority. (a) Habitat for Humanity acknowledges and agrees that the Development Plans shall be subject to the City's normal development services, planning, and building review process, as applicable.
(b) To the extent any decision relating to such permits is a discretionary decision of the City or any of its commission(s), administrator(s), or ernployee(s), then this Agreement does not, nor shall it be construed to, pre-approve any discretionaiy decision relating to any Building Pemrit or other approval necessary to commence and complete the development of the Site.

3.6. Pre-Constrnction Meeting of General Contractor. City Representative(s), Authority Representatives, and Habitat for Humairity
Habitat for Humanity shall have attended pre-constrnction meeting(s) or conference(s), as arranged by the City or the Authority, among General Contractor, Habitat for Humanity, the City staff, and the Authority staff, relating to the commencement of the development, compliance with the Section 3 Clause (as required and hereinbefore described), and other issues related to undetiaking and completing the development in conformity with this Agreement and all applicable local, state, and federal laws.

3. 7. Insurance
9 Habitat for Humanity shall have furnished the City and the Authority with proper evidence of insurance as required by Section 4.12.

3.8. Representations and Warranties
The representations and warranties of Habitat for Humanity containell · in this Agreement shall be correct in all material respects as of the commencement of the development as though made on and as of that date, and the City and the Authority shall have received a certificate to that effect signed by an authorized officer of Habitat for Humanity.

3.9. No Default
No Event of Default by Habitat for Hmnanity shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Habitat for Humanity, and the City and the Authority shall have received a certificate to that effect signed by an officer of Habitat for Humanity.

3.10. Performance and Payroll Bonds
Habitat for Humanity shall have furnished the City and the Authority with the Bonds as required by Section 4.13.

4. DEVELOPMENT OF THE SITE

4.1 Development Plans
Within the time set forth in the Schedule of Peiformance, Habitat for Humanity shall submit to the City . detailed plans, specifications, materials, and drawings describing the development of the Site (collectively, "Development Plans") pm:suant to the Project, which are in conformity with the Project Description.

4.2 Submittal of Development Plans
Habitat for Humanity shall submit to the City the Development Plans which may be required by the City to be obtained with respect to, among other things, evaluation of the quality, type, specifications, and materials for all of the development and any other improvements to the Site. Within ten (10) days after the City's disapproval or conditional approval of such plans, which approval shall be in the City's sole and absolute discretion, Habitat for Humanity shall revise the portions of such plans identified by the City as requiring revisions and resubmit the revised Development Plans to the City. City shall have all rights to review ·and approve or disapprove all Development Plans and other required submittals in accordance with the Riverside Municipal Code, and nothing set forth in this Agreement shall be constmed as the City's approval of any or all of the Development Plans. Any and all change orders or revisions required by the City and its inspectors which are required under the Riverside Municipal Code and all other applicable Uniform Codes (e.g., Building, Plumbing , Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by Habitat for Humanity in its Development Plans and other required submit tals and shall be completed during the development of the Site. 10 4.3 Approval of Development Plans
Habitat for Humanity acknowledges and agrees that the City is entitled to approve or disapprove the Development Plans in order to satisfy the City's obligation to promote the so1md development of housing units, to promote a high level of design which will impact the surrounding development, and to provide an environment for the social, economic and psychological growth and well-being of the citizens of the City and all residents of the Project. Habitat for Humanity shall perform all development at the Site in compliance with the approved Development Plans.

4.4 Consultation and Coordination
During the preparation of the Development Plans, City staff, Authority staff, and authorized representatives of Habitat for Humanity shall hold joint progress meetings to coordinate the preparation and submission to the City of the Development Plans by Habitat for Humanity and the City's review of the Development Plans. City staff, Authority staff, and representatives of Habitat for Hmnanity shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to the City can receive prompt and thorough consideration. City shall designate a Community Development Department employee to serve as the project manager for this Project, and such project manager shall be responsible for the coordination of the City's activities under this Agreement and for coordinating the land use approval and permitting process 1mder this Agreement and for coordinating the land use approval and permitting process.

4.5 Revisions
If Habitat for Humanity desires to propose any substantial revisions to the approved Development Plans, it shall submit such proposed changes_to the City and the Authority, and shall also proceed in accordance with any and all state and local laws and regulations regarding such revisions, within the time frame set forth in the Schedule of Performance for the submittal of the Development Plans. Any such change proposed in the approved Development Plans may be disapproved by the City or the Authority through the City in the City's sole and reasonable discretion or the Authority in the Authority's sole and reasonable discretion.

4.6 Defects in Plans
Neither the City nor the Authority shall be responsible either to Habitat for Humanity or to any third parties in any way for any defects in the Development Plans, or for any strnctmal or other defects in any work done according to the approved Development Plans, or for any delays reasonably caused by the review and approval processes established by this Section 4, et seq. Habitat for Humanity shall hold harmless, inde1mufy and defend the Indemnitees from and against any claims or suits for damages to property or injuries to persons (including death) arising out of or in any way relating to defects, latent or patent, in the Development Plans, or the actual construction work or other improvements comprising the development and the Site, including without limitation the violation of any laws, or arising out of or in any way relating to any defects in any work done and/or improvements completed according to the approved Development Plans.

4.7 City and Other Governmental Permits
Before commencement of any portion of the development of the Site, Habitat for 11 Humanity shall secure or shall cause its General Contractor to secure any and all permits and land use entitlements which may be required by the City or any other govermnental authority with jurisdiction over such construction of the applicable portion of the development, including without limitation applicable building permits.

4.8 Construction Contract
Prior to the commencement of construction of the Project, Habitat for Humanity agrees to deliver to the City and the Authority, for its review and approval, a fixed price or guaranteed maximum cost construction contract(s) ("Construction Contract") for all of the improvements necessary to complete the Project, which Constrnction Contract shall obligate a reputable and financially responsible general contractor(s) ("General Contractor"), capable of being bonded and licensed in California and with experience in completing the type of Project contemplated by this Agreement, to commence and complete the construction of those improvements in accordance with this Agreement and under the terms provided therein. Habitat for Humanity shall verify that the General Contractor is eligible to participate in Federal programs.

The Construction Contract shall contain a schedule of values in such form as is reasonably satisfactory to the City and the Authority. City shall not umeasonably withhold its approval of the Construction Contract provided that such contract conforms to the requirements of this Agreement.

Each Constmction Contract shall give the City and the Authority the right, but not the obligation, to cure defaults thereunder and to assume Habitat for Humru1ity's obligations and rights under the contract; provided that such right to cure and assume that contract shall be subject to the right, if any, of the Construction Loan lender. In addition, each Construction Contract shall provide, among other matters, that all change orders in excess of Fifty Thousand Dollars ($50,000) must be approved by the City and the Authority within five (5) Business Days. Further, each Construction Contract shall set forth a reasonably detailed schedule for c·ompletion of each stage of construction.

City and the Authority's approval of the Construction Contract shall not constitute a waiver by the City or the Authority of any breach or violation of this Agreement that is a result of acts that are or purport to be in compliance with or in :ftniherance of said Construction Contract.

4.9 Change Orders
Habitat for Humanity shall submit all proposed change orders (including change orders proposed by Habitat for Hmnanity and any contractor) to the City for the City's approval, disapproval, or conditional approval, which shall be in the City's sole and absolute discretion.

Likewise, Habitat shall submit all proposed change orders (including change orders proposed by Habitat for Humanity and any contractor) to the Authority for the Authority's approval, disapproval, or conditional approval , which shall be in the Authority's sole and absolute discretion.

4.10 Rights of Access
The Authority and the City shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to, the inspection of the work being perfo1med in constructing the Project to ensure the work is completed within established standards and to monitor the progress of the work. While conducting such inspections, the Authority and the City 12 representatives shall comply with all safety rules.

4.11 Completion of Project
Not later than the Outside Completion Date as set forth in the Schedule of Performance, Habitat for Humanity shall commence and diligently proceed through completion the development of the Project. Habitat for Humanity's agreement to complete the development of the Project in accordance with the Project Description, approved Development Plans, and all applicable provisions of law and this Agreement within the time set forth in the Schedule of Performance is a substantial part of the consideration for the City's agreement to fund the development of the Project with NSP funds. In the event that Habitat for Humanity fails to satisfactorily pe1form the development in accordance with the Project Description, the approved Development Plans, and all other applicable requirements within the time set forth in the Schedule of Performance, the City shall be entitled to exercise any and all remedies available to it under applicable laws and/or this Agreement. Likewise, in the event Habitat for Humanity fails to satisfactorily perform the development in accordance with the Project Description , the approved Development Plans, and all other applicable requirements within the time set forth in the Schedule of Pe1formance, the Authority also shall be entitled to exercise any and all remedies available to it under applicable laws and/or this Agreement.

4.12 Bodily Injury and Property Damage Insurance; Indemnity

4.12.1 Insurance
Except as provided herein, prior to the commencement of any development, or any other work of improvement upon the Site and without limiting Habitat for Humanity's indemnity obligations set forth in the Agreement, HabHat for Humanity shall procure and maintain in full force during the term of this Agreement, the following forms of insurance coverage:
a. Workers' Compensation Insurance as required by California statutes and Employers' Liability Insurance in an amount not less than One Million Dollars ($1,000,000); b . Commercial General Liability Insurance, including coverage for Contractual Liability, Personal Injmy Liability, Products/Completed Operations Liability, Broad­ Form Property Damage, and Independent Contractor's Liability, in an amount of not less than One Million Dollars ($1,000,000) per occurrence, combined single limit, Two Million Dollars ($2,000,000) annual aggregate, written on an occurrence form; c. Comprehensive Automobile Liability coverage, including - as applicable - owned, non-owned and hired autos, in an amount of not less than One Million Dollars ($1,000,000 .00) per occmrence, combined single limit, written on an occurrence form; and d. Prior to commencement of the development, "All risk" builder's risk (course of construction) insurance covering one hundred percent (100%) of the replacement cost of the improvements and equipment in the event of fire, lightning, windstorm, vandalism, earthquake (if available at commercially reasonable rates), off-site storage loss, transportation loss, malicious mischief and all other risks normally covered by "all risk" builder's risk policies in the area where the Site is located (including loss by flood if the Site is in an area designated as subject to danger of flood).
13 e. Prior to commencement of the development, "Professional Liability" insurance, which must 1) Include professional malpractice, errors and omissions; and 2) Provide coverage for claims arising from acts, errors or omissions from professional services performed by or on behalf of Habitat for Humanity, its Design Consultants, Subcontractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, including liability assumed under and arising from the Agreement. Habitat for Humanity's professional liability policy must provide limits of liability in an amount not less than: one million dollars ($1,000,000) per claim; and two million dollars ($2,000,000) in the aggregate. Habitat for Humanity shall be responsible for the full amount of all deductibles/self-insured retention per claim for coverage tmder the Professional Liability Insurance policy. These minimum amounts of coverage shall not constitute any limitation or cap on Habitat for Humanity's indemnification obligation. ·
f. Prior to commencement of the development, "Pollution Liability and Excess Liability" insurance, which shall thereafter be maintained without lapse of coverage 1mtil completion of the Agreement, in the minimum amount of $1,000,000. Habitat for Humanity's Pollution Liability and Excess/Umbrella Liability coverages shall be maintained continuously for a minimum of five (5) years after final completion and acceptance of all work under this Agreement.
g. Habitat for Humanity shall cause the general contractor to maintain · insurance of the types and in at least the minimum amounts described in subsections a, b, c, d, e, and f above, and shall require that such insurance shall meet all of the general requirements of subsections i, j, k, and 1-below. Unless waived by the City, liability insurance to be maintained by the general contractors pursuant to this subsection· shall name as additional insured the City and the Authority, and the City and the Authority's respective officers, agents, employees and representatives.
. h. Habitat for Humanity shall require that each Design Consultant maintain professional liability coverage. Each Design:..Consultant's professional liability policy must provide coverage for claims arising from the negligent acts, errors or omissions from professional . design services performed by Design Consultant, including liability assumed 1mder and arising from the Agree111ent. Each Design-Consultant's professional liability policy must provide limits of liability in an amount not less than: one million dollars ($1,000,000) per claim; and two million . I . dollars ($2,000,000) in the aggregate. Design Consultant shall be responsible for the full amount of all deductibles/self-insured retention per claim for coverage under the Professional Liability Insurance policy.
i. The required insurance shall be provided under an occ1mence form, and Habitat for Humanity shall maintain such coverage continuously throughout the term of this Agreement. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs to be included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above.
j. Each insurance policy required by this Agreement shall contain the following clauses:
14 (1) "This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days' prior written notice has been given to the City of Riverside and the Housing Authority of the City of Riverside."
(2) "It is agreed that the City of Riverside and the Housing Authority of the City of Riverside are self-insured and any insmance maintained by them shall apply in excess of and not contribute with insurance provided by this policy." (3) "The City of Riverside and the Housing Authority of the City of Riverside, and their officers, agents, employees, representatives and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Riverside and the Housing Authority of the City of Riverside."
k. Prior to the disbursement of any portion of the NSP Funds, Habitat for Humanity shall deliver to the City insurance endorsements evidencing the existence of the insurance policies required by this Agreement, and including the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by City, it shall be Habitat for Humanity's responsibility to see that the City receives documentation acceptable to the City which demonstrates that the individual signing said endorsements is indeed authorized to do so by the insurance company. Also, the City has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.

1. In addition to any other remedies the City and the Autho1ity may have if Habitat for Humanity fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, that City and the Authority may at its sole option:
(1) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from the NSP Funds.
(2) Withhold any disbursement of the NSP Funds until Habitat for Humanity demonstrates compliance with the requirements hereof. (3) In the event Habitat for Humanity has failed to commence curing such default within thirty (30) days of notice or thereafter fails to diligently pursue such cure, declare Habitat for Humanity to· be in default, terminate this Agreement and declare that prior disbursements of the NSP Ftmds are due and payable.

Exercise of any of the above remedies, however, is an alternative to other remedies the City may have, or that the Authority may have, and is not the exclusive remedy for Habitat for Hmnanity's failme to maintain insurance or secure appropriate endorsements. Nothing herein contained shall be constrned as limiting in any way the extent to which Habitat for Humanity may be held responsible for payments of damages to persons or property resulting from Habitat for Humanity's perfo1mance of the work covered under this Agreement.

4.12.2 Habitat for Humanity's Indemnity
To the full extent pennitted by law, Habitat for Humanity shall indemnify, 15 defend and hold harmless the City and the Authority, and any and all of their employees, officials and agents (the Indemnitees) from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or cost of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs, including expert witness fees), where the same arise out of, are a consequence of, or are in any attributable to, in whole or in part, to: (i) Habitat for Humanity's compliance with or failure to comply with all applicable laws, including all applicable federal and state labor standards, including, without limitation, the requirements of Labor Code § 1720 and the Davis Bacon Act; (ii) defects in the design of the Project, including (without limitation) the violation of any laws, and for defects in any work done according to the approved plans, or (iii) any other performance or act or failure to pelform or act pursuant to this Agreement by Habitat for Humanity, or by any individual or entity that Habitat for Humanity shall bear the legal liability thereof including but not limited to officers, agents, employees, or contractors of Habitat for Humanity.

Without affecting the rights of Indemnitees under any provisions of this Agreement, Habitat for Humanity shall not be required to indemnify and hold harmless Indemnitees for liability attributable to the active negligence of Indemnitees, provided such active negligence is detennined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Indemnitees are shown to have been actively negligent and where Indemnitees' active negligence accounts for only a percentage of the liability involved, the obligation of Habitat for Humanity will be for that entire portion or percentage of liability not attributable to the active negligence oflndemnitees.

Failure of Indemnitees to monitor compliance with these requirements imposes no additional obligations on Indemnitees and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth here is binding on the successors, assigns or heirs of Habitat for Humanity and shall survive the termination of this Agreement.

This indemnification provision supplements and in no way Uni.its the scope of the indemnification set out elsewhere in this Agreement. The indemnity obligation of Habitat for Humanity under this Section shall survive the expiration or termination, for any reason, of this Agreement excluded, however, from this Section 4.12.2 is any indemnity by Habitat for Humanity in favor of the City and/or the Authority for claims mising from Hazardous Substances on the Site except for Hazardous Substances introduced onto the Site by Habitat for Humanity.

4.13 Performance and Payment Bonds
Prior to the commencement of the Project, Habitat for Humanity shall furnish to the City and the Authority two (2) duly executed surety bonds using the forms included within the Bidding Requirements, one (1) as security for the faithful performance of the Agreement and one (1) as security for the payment of all persons performing labor and furnishing materials in connection with the Contract. Both bonds shall be in the amount of one hundred percent (100%) of the amount of the NSP Ftmds and shall be subscribed by an Admitted Surety Insurer which is authorized to transact surety insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or larger. Should any bond or surety become insufficient, Habitat for Humanity shall fmnish the City and the Authority a new bond within ten 16 (10) days after receiving notice from the City or the Authority. No payments will be due or paid under the Agreement until any and all bond deficiencies have been remedied. Habitat for Humanity, by execution of this Agreement acknowledges that the bonds are separate obligations.

4.14 Federal, State, and Local Laws
Habitat for Humanity shall comply with all Governmental Regulations in the construction, use and operation of the Project, including all applicable federal, state and local statutes, ordinances, regulations and laws, including without limitation, the NSP Program, the statutes, regulations and Executive Orders set forth in Section 6, et al., all applicable federal, state, and local labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Riverside Municipal Code.

4.15 Nondiscrimination Dming Construction
Habitat for Humanity, for itself and its successors and assigns, agrees that, in the development and construction of the Site provided for in this Agreement, Habitat for Humanity will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, national origin or ancest1y.

4.16 Liens and Stop Notices
Habitat for Humanity shall not allow to be placed on the Site or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Project, Habitat for Humanity shall within thiity (30) days of such recording or service or within five (5) days of the Authority's demand or the City's demand, whichever last occurs:
a. · pay and discharge ·the same; or
b. effect the release thereof by recording and delivering to the City and the Auth01ity a surety bond in sufficient form and amount, or otherwise; or c. provide such other assurances which the City and the Authority deem, in their sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of the City and the Authority from the effect of such lien or bonded stop notice.

5. AFFORDABLE HOUSING COVENANTS; MAINTENANCE, PROPERTY

MANAGEMENT, OPERATION OF PROJECT
Authority owns the Site and will at all times maintain ownership and control of the Site.

5.1 Duration of Affordability Requirements; Affordability Period The NSP-Assisted Units shall be subject to the requirements of this Section 5 for the full term of fifty-five (55) years.
17 5.2 Tenant Selection Covenants

5.2.1 Selection of Tenants
Authority shall be responsible for the selection of tenants for the NSP­ Assisted Units in compliance with the NSP Program, and all lawful and reasonable criteria, as set forth in the Management Plan that is required to be submitted to and approved by the City pursuant to this Agreement. To the extent NSF-Assisted Units are available, the Authority shall not refuse to lease to a holder of a ce1iificate of family participation under 24 CFR Part 882 (Rental Certificate Program) or a rental voucher under 24 CFR Part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a NSP Program, Section 8 program or other tenant-based assistance program ' solely on the basis of such certificate, voucher, or comparable document, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria. Notwithstanding anything to the contrary in this Agreement, the Authority's selection of tenant households to occupy the NSF-Assisted Units shall be performed in accordance with all applicable fair housing laws.
5 .2.2 Income and Occupancy Restrictions
As included in the annual income certification provided by the Authority or as otherwise reasonably requested by the City, the Authority shall endeavor to make available for City's review and approval such information as the Authority has reviewed and considered in its selection process, together with the statement by the Authority that the Authority has determined that each selected tenant will comply with all applicable terms and conditions of this Agreement in each tenant's occupancy of a NSP-Assisted Unit, including without limitation, that each corresponding household satisfies the income eligibility requirements, Affordable Rent requirements, and other requirements of this Agreement.

In this regard, the Authority covenants and agrees that (i) each tenant of a NSP-Assisted Unit shall and will be a Very Low Income Household as defined herein, (ii) the cost to each tenant household for the corresponding NSF-Assisted Unit on the Site shall be at and within the defined Affordable Rent for Very Low Income Households, (iii) each tenant household shall meet Housing Quality Standards (HQS) (24 CFR 982.401) occupancy standards for the NSF­ Assisted Unit, and (iv) the occupancy and use of the Site shall comply with all other covenants and obligations of this Agreement (collectively, "Tenant Selection Covenants").

5.3 Income Certification Requirements
Upon the initial occupancy of the NSF-Assisted Units, and annually thereafter (on or before March 31st of each year), the Authority shall submit to the City, a written smmnary of the income, household size and rent payable by each of the tenants of the NSP-Assisted Units.

Authority shall also provide to the City completed income computation, asset evaluation, and certification forms for any such tenant or tenants. Authority shall obtain, or shall cause to be obtained, an annual ce1tification from each household leasing a NSP-Assisted Unit demonstrating that such household is a Ve1y Low Income Household and meets the eligibility requirements established for the NSP-Assisted Unit. Authority shall verify, or shall cause to be verified, the income certification of each tenant household. ·
18 5.3.1 Verification oflncome of New and Continuing Tenants Gross income calculations for prospective (and continuing) tenants shall be determined in accordance with Sections 92.203 and 92.252(h) of the HOME Regulations.

Authority shall verify the income and information provided in the income certification of the proposed tenant as set forth below.
(a) Authority shall verify the income of each proposed tenant of the NSP Assisted Units pursuant to the Tenant Selection Covenants set forth in Section 5.2 herein, and by at least one of the following methods as appropriate to the proposed tenant:
(i) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods.
(ii) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed. (iii) obtain an income verification certification from the employer of the person.
(iv) obtain an income verification ce1iification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies.
(v) obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to the Authority.

5.4 Affordable Rent

5.4.1 Maximum Monthly Rent
The maximum monthly rent chargeable for the NSP Assisted Units shall be annually determined by the City in accordance the following: for a Very Low Income Household, the Low HOME Rent.

For purposes of calculating Affordable Rent a "reasonable utility allowance" shall be the allowance established by the Housing Authority of the County of Riverside or such lesser allowance reasonably permitted by the City . .

For purposes of this Agreement, "Affordable Rent" means the total of monthly payments for (a) use and occupancy of each NSP-Assisted Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by the Authority which are required of all tenants, other than security deposits, ( c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, or cable TV or internet services, and ( d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than the Authority.
19 5.4.2 Annual Rent Adjustment
City will review and approve the Affordable Rents proposed by the Authority for the NSF-Assisted Units together with the monthly allowances proposed by the Housing Authority for utilities and services to be paid by the tenant. Authority must annually reexamine the income of each tenant household living in the NSP-Assisted Units in accordance with Section 5 .3 .1. The maximum monthly rent must be recalculated by the Authority and reviewed and approved by the City annually, and may change as changes in the applicable gross rent amounts, the income adjustments, or the monthly allowance for utilities and services wanant.

Any increase in rents for the NSP-Assisted Units is subject to the provisions of outstanding leases.

Authority must provide all tenants not less than thirty (30) days' prior written notice before implementing any increase in rents.

5.4.3 Increases in Tenant Income
Units shall qualify as NSP-Assisted Units as required despite a temporary noncompliance with this Section 5.4 if the noncompliance is caused by increases in the incomes of existing tenants and if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this Section until the noncompliance is corrected. · A Household occupying an NSF-Assisted Unit whose income increases to an amount that exceeds the maximum qualifying income of a Very Low Income tenant may continue to occupy his or her Unit subject to the requirements of Section 92.252(i) of the HOME Regulations.
5 .4.4 Most Restrictive Affordable Rent Covenants Govern To · the extent of' an inconsistency between or among the foregoing covenants relating to Affordable Rent and other covenants or agreements applicable to the Site, the most restrictive covenants or agreement regarding the Affordable Rent for the NSF-Assisted Units in the Site shall prevail.

5.5 Lease Agreements for NSP-Assisted Units
Authority shall submit a standard lease form, which shall comply with HOME Regulations (including Section 92.253), and all requirements of this Agreement, to the City for approval. City shall reasonably approve such lease form upon finding that such lease form is consistent with 'this Agreement and contains all of the provisions required pursuant to the NFS and HOME Program and the NSF and HOME Regulations. Authority shall enter into a written lease, in the fonn approved by the City, with each tenant/tenant household of a NSP-Assisted Unit. No lease shall contain any of the provisions that are prohibited pursuant to Section 92.253 of the HOME Regulations.

5.6 Maintenance

5.6.1 General Maintenance
Authority shall maintain the Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with the Riverside Municipal Code and HUD's Uniform Physical Conditions Standards ("UPCS", 24 20 CFR, Pmi 5 and 200). Authority shall maintain the improvements and landscaping on the Site in accordance with the Maintenance Standards (as hereinafter defined). Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Site and any and all other improvements on the Site. To accomplish the maintenance, the Authority shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. Authority and its maintenance staff, contractors or subcontractors shall comply with the following standards (collectively, "Maintenance Standards"):
(a) The Site shall be maintained in conformance and in compliance with the approved Development Plans, as finalized, and reasonable maintenance standards for comparable first quality affordable housing projects, including but not limited to painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curb line. The Site shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable first quality affordable apartment complexes in the City.
(b) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(c) Clean-up maintenance shall include, but not be limited to:
maintenance of all sidewalks, paths and other paved areas in clean arid weed-free condition; maintenance of all such areas clear of di.ti, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed ofby maintenance workers.

6. NSP PROGRAM LIMITATIONS; COMPLIANCE WITH LAWS

6.1 NSP Program
Because development and construction services will be paid for with NSP Program funds, Habitat for Humanity shall cany out the development and constrnction of the NSP-Assisted Units in confo1mity with all requirements of the NSP Program. In the event Habitat for Humanity desires to change the requirements for the Site from the specific requirements set forth in this Agreement in order to comply with a subsequently enacted amendment to the NSP Program, Habitat for Humanity shall notify the City in writing of such proposed change and the amendment related thereto at least thirty (30) days prior to implementing such change. In the event the City disapproves of such change and Habitat for Humanity's interpretation of the amendment related thereto, the City shall notify Habitat for Humanity of its disapproval in writing and the parties shall seek clarification from the appropriate HUD Field Office. Only if HUD concurs with Habitat for 21 Humanity's interpretation of the NSP Program shall Habitat for Humanity be permitted to implement the proposed change.

Authority, as the owner and manager of the Site, shall carry out the management of the NSP-Assisted Units in conformity with all requirements of the NSP Program.

6.2 NSP Laws and Regulations
Authority shall comply with all applicable laws and regulations governing the NSP Program and the use of the NSP Funds, including but not limited to, the requirements set forth in the Regulatory Agreement. In the event of any conflict between this Agreement and applicable laws and regulations governing the NSP Program and the use of the NSP Funds, the applicable NSP Program laws and regulations-shall govern. Authority agrees to enter into any modification of this Agreement and/or the City Regulatory Agreement reasonably required by the City to attain compliance with the requirements of the NSP Program. Authority acknowledges and agrees that it has received and reviewed a copy of the regulations regarding the NSP Program in effect as of the date of execution of this Agreement.

6.3 Specific Requirements
The laws and regulations governing the NSP Program and the use of the NSP Funds include (but are not limited to) the following, as may be amended from time to time:

6.3.1 Miscellaneous Federal Mandates
i. Title VIII of the Civil Rights Act of1968, 42 U.S.C. 3601-20 (Public" Law 90-284) and implementing regulations at 24 CFR Part l 07;

11. Executive Order 11063 and regulations at 24 CFR Part 107; m. Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and regulations at 24 CFR Part 107;
iv. The Age Discrimination Act of 1975, 42 U.S.C. 6101-07, and regulations at 24 CFR Part 146;
v. The Violence Against Women Act (VAWA), 42 U.S.C. 12291, et seq, and regulations at 24 CFR 92.359;
vi. Part 8 of 24 CFR Subtitle A regarding Nondiscrimination Based on Handicap in Federally Assisted Programs and Activities of the Depaitment of Housing and Urban Development;
vii. Executive Order 123 72 and implementing regulations at 24 CFR Part 52, regarding intergovernmental review of federal programs; · viii. Flood Disaster Act of 1973, 42 U.S.C. 4001, et seq.; ix. Drug Free Workplace Act of 1988, P.L. 100-690, Title V, Subtitle D.
22 x. The Fair Housing Act (42 U.S.C. 3601-3620)(Pub. L. 90-284) as it ensures fair housing practices and prohibits housing discrimination based on race, color, religion, sex, national odgin, disability, or familial status;
xi. Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto at 24 CFR Section 470.601 as it relates to prohibiting discriminatory actions in activities funded by Community Development Funds;
xii. Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086 and 12107 (Equal Employment Opportunity) and implementing regulations issued at 41 CFR Chapter 60 and Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 170lu), as amended and implementing regulations at 24 CFR Part 135 as they relate to equal employment opportunities;
xiu. Executive Orders 11625 and 12432 (concerning minority business enterprise) and 12138 (concerning women's business enterprise) to encourage the use of women and minority owned businesses to the maximum extent possible. xiv. The applicable policies, guidelines, and requirements of 0MB Circulars Nos. A-87, A-102 (Revised), A-110, A-122, and A-128, or successor regulations.

6.3.2 Environment and Historic Preservation
Section 104(f) of the Housing and Community Residence Act of 1974 and 24 CFR Part 58, which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5.

6.3.3 Architectural Barriers
The requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151- 4157).

6.3.4 Americans With Disabilities Act
· The requirements of the Americans with Disabilities Act (42 U.S.C 12131; 47 U.S.C. 155,201,218 and 255) which protects the comprehensive civil rights of individuals with disabilities.

6.3.5 Relocation
The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601-4655), and similar state laws. If and to the extent that development of the Project results in the permanent or temporary displacement ofresidential tenants, homeowners, or businesses, then the Authority shall comply with all applicable local, state and federal statutes and regulations with respect to relocation planning, adviso1y assistance and payment of monetary benefits. Authority shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws.
23 6.3.6 Disabled Discrimination
The requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S. C. 706), and federal regulations issued pmsuant thereto (24 CFR Pmt 8), which prohibit discrimination against the disabled in any federally assisted program.

6.3.7 Future NSP Regulations
Any other U.S. Depmiment of Housing and Urban Development regulations currently in effect or as may be amended or added in the future pertaining to the NSP Program .

6.3.8 Ineligible Contractors
Use of debarred, suspended, or ineligible contractors or subrecipients is prohibited directly or indirectly as part of this award as set forth in 24 CFR Part 5.

6.3.9 Conflict of Interest
No member, officer or employee of the organization, or its designees or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or sti.bcontract, or the proceeds thereof, for work to be perfonned in connection with the NSP Ftmds, and Habitat for Humanity, as developer, shall incorporate, or cause to be incorporated, in all such contracts or subcontracts a provision prohibiting such interest pursuant to the pm-poses of the ce1tification.

6.3.10 Affirmative Marketing
The requirements of the City's affirmative marketing policies and procedures as set forth in Exhibit B to the City Regulatory Agreement, and as may be amended, in accordance with Section 92.351 of the HOME Regulations.

6.3.11 Property Standards
The NSF-Assisted Units must meet all applicable federal, state and local housing quality standards and code requirements, including the Uniform Physical Conditions Standards ("UPCS", 24 CFR, Part 5 and 200) established by HUD for housing that is decent, safe, sanita1y, and in good repair.

6.3.12 HUD Regulations
Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the use ofNSP Funds, including but not limited to HUD regulations as may be promulgated regarding subrecipients .

6.3.13 Successor Rules
In the event HUD ceases to provide definitions, determinations and calculations under the NSP Program related to Income Eligible Households or Annual Income, or both, the provisions of this Section shall be performed in accordance with definitions, 24 determinations and calculations related to such matters as established by the City with a view toward establishing such definitions, determinations and calculations in a manner consistent, as nearly as possible, with those formerly promulgated by HUD under the NSP Program.

6.3.14 Violence Against Women Act (VAWA)
The requirements of the Violence Against Women Act (VAWA) (42 U.S.C. § 12291 et seq.) which provides protections for victims of domestic violence, dating violence, sexual assault, and stalking.

6.4 Ce1tification Regarding Lobbying
The undersigned ce1tifies, to the best of his or her knowledge and belief, that:
i. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant , loan, or cooperative agreement; and
ii. If any funds other than federally appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL. "Disclosure form to Report Lobbying" in accordance with its 'instructions.

6.5 Religious Activity
In addition to, and not in substitution for> other provisions of this Agreement regarding the provision of services with funds, pursuant to Title II of the Housing and Community Development Act of 1990, as amended, Habitat for Humanity and the Authority, each:
i. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; and,
ii. Agrees that, in connection with such services:
(a) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis ofreligion;
(b) It will not discriminate against any person applying for housing on the basis of religion and will not limit such services or give preference to persons on the basis of religion;
( c) It will provide no religious instruction or counseling, conduct no 25 religious worship or services, engage in no religious proselytizing, and exert no other religious influence on or in the Project; and,
( d) The common portion of the Site shall contain no sectarian or religious symbols or decorations.

6.6 Disclosure of Confidential Tenant Information
To the extent allowed by law, the Patties agree to maintain the confidentiality of any information regarding Tenants or applicants for residency under this Project, or their immediate families, pursuant to this Agreement, which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement, and then only to persons having responsibilities under the Agreement, including those furnishing services under the Project through subcontracts.

6.7 Layering Review
The· amount of NSP funds provided in this agreement is contingent on a Subsidy Layering analysis completed by City. The purpose of the layering analysis is to demonstrate that the NSP funds are reasonable and necessary to the Project and that federal sources of funds do not over-subsidize the Project. Habitat for Humanity and the Authority shall notify the City promptly in writing should other local, state or federal government assistance be obtained in the future other than that contemplated under the existing Project Budget.

6.8 Compliance with Federal, State and Local Laws
Habitat for Humanity and the Authority shall comply with all applicable federal, state · and local stah1tes, ordinances, regulatioi1s and laws, (including the Governmental Requirements) with respect to the development and the operation and management of the Site by Habitat for Humanity and the Authority (all of which comprises the Project hereunder). Habitat for Humanity shall carry out the design, constmction, rehabilitation and completion of improvements, and operation and management of the Project, in conformity with all applicable laws, including all applicable federal, state, and local labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Riverside Municipal Code.

6.8.1 Prevailing Wage Laws
Habitat for Hmnanity shall carry out the development through completion of the Project and the overall constrnctioh on the Site in conformity with all applicable federal , state and local labor laws and regulations, including without limitation, if and to the extent applicable, the requirements to pay prevailing wages under federal law (the Davis Bacon Act, 40 U.S.C. § 3141, et seq., and the regulations promulgated thereunder set forth at 29 CFR Pait 1 (collectively, "Davis Bacon") and, if and to the extent applicable, California law (Labor Code § 1720, et seq.).

Habitat for Humanity shall be solely responsible, expressly or iinpliedly, for determining and effectuating compliance with all applicable federal, state and local public works 26 requirements, prevailing wage laws, labor laws and standards, and neither the City nor the Authority makes any representations, either legally or financially, as to the applicability or non­ applicability of any federal, state or local laws to the Project or any part thereof, either onsite or offsite. Habitat for Humanity expressly, knowingly and voluntarily acknowledges and agrees that neither the City nor the Authority has previously represented to Habitat for Humanity or to any representative, agent or affiliate of Habitat for Humanity, or its General Contractor or any subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a call for bids or otherwise, that the work and construction undertaken pursuant to this Agreement is ( or is not) a "public work," as defined in Section 1720 of the Labor Code or under Davis Bacon.

6.8.2 Section 3 Compliance
Habitat for Humanity agrees to comply with and to cause the general contractor, each subcontractor, and any other contractors and/or subcontractors or agents of Habitat for Humanity to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. §170lu, and the implementing regulations, in connection with the construction on the Site. Habitat for Humanity shall submit to the City each Construction Contract with appropriate provisions providing for the development of the Site in conformance with the tem1s of this Agreement, including the Section 3 Clause, in accordance with Section 206(d). The General Contractor, each subconb·actor, and any other conh·actors or subcontractors or agents of Habitat for Humanity (subject to compliance with 24 CFR Part 135) shall have provided to the City the certification in appendix B of 24 CFR Prut 24 that neither it 11or its principals is presently debarred, suspended, proposed for debaiment, declared ineligible, or voluntarily excluded from paiiicipation from this Project, and the City shall be responsible for determining whether each contractor has been debarred.

City has prepared a Section 3 "checklist" and other fonns related to Section 3 compliance; and as provided by the City to Habitat for Humanity, and its contractor(s) or subcontractor(s), if any, and as applicable, such forms shall be utilized in all contracts and subcontracts to which Section 3 applies. Habitat for Humanity hereby aclmowledges and agrees to take all responsibility for compliance ·with all Section 3 Clause federal requirements as to Habitat for Humanity, general contractor, subcontractors, or other contractor(s), subcontractor(s), and other agents. Habitat for Humanity shall provide or cause to be provided to the General Contractor and each subcontractor, and each of its other contractor(s), subcontractor(s) and agents the checklist for compliance with the Section 3 Clause federal requirements provided by the City, to obtain from the General Contractor, each subcontractor, a11d other contractor(s), subcontractor(s), and agents all applicable items, documents, and other evidence of compliance with the items, actions, and other provisions within the checklist, and to submit all such completed Section 3 Clause documentation and proof of compliance to the City. To the extent applicable, Habitat for Humanity shall comply and/or cause compliance with all Section 3 Clause requirements for the Project. For example, when and if Habitat for Humanity or its contractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply.

6.8.3 Labor Standards
The Construction Contract for the Project, as well as any other contract for the development work, shall be subject to the overtime provisions, as applicable, of the Contract 27 Work Hours and Safety Standards Act (40 U.S.C. §3701, et seq.). Participating contractors, subcontractors, and other participants must comply with regulations issued under these Acts and with other federal laws and regulations pertaining to labor standards and HUD Handbook 1344.1 (Federal Labor Standards Compliance in Housing and Community Development Programs), as applicable. Habitat for Hmnanity shall supply to City certification, in form and substance satisfactory to HUD and the City, as to compliance with the provisions of this Section before receiving any disbursement of federal funds for the development work.

6.9 Lead-Based Paint
City and the Authority, as recipient(s) of federal funds, have modified and conformed all of their federally funded housing programs to the Lead~Based Paint Poisoning Prevention Act, Title X of the 1992 Housing and Community Development Act, 42 U.S.C. §4800, et seq., specifically §§4821- 4846, and the implementing regulations thereto, which are aimed to take advantage of rehabilitation events as a cost-effective opportunity to reduce lead based paint and lead based paint hazards (LBP) in existing housing.

The implementing regulations to Title X, set forth in 24 CFR Part 35 (LBP Regs), were adopted by HUD on September 15, 1999 and are now effective for compliance by all recipients and subrecipients of federal fm1ds. Subpart J of the LBP Regs focuses on the requirements for programs that provide assistance for housing rehabilitation. In this regard, Habitat for Humanity shall comply with the requirements, as and to the extent applicable, of Title X and the implementing LBP Regs for the Project.

The development of the Site comprising the Project shall be undertaken and completed by qualified contractor(s) selected by Habitat for Humanity and,_if applicable, meeting the requfrements of the LBP Regs. All work relating to LBP and LBP hazards and the reduction and clearance thereof shall be .undertaken using safe work practices and shall be conducted by qualified contractor(s) and inspectors(s) meeting the requirements of the LBP Regs. Under the LBP Regs, treatment and clearance shall be conducted by separate contractors. All treatment and clearance using safe work practices of LBP and LBP hazards at the Site shall be completed first and prior to any other part of the development work.

Prior to commencing any part of the development, if applicable, Habitat for HUll1anity shall cause each household in occupancy at the Site to receiv_e (and shall obtain proof of receipt through signature) (1) a complete copy of the HUD issued informational pamphlet/brochure about LBP and LBP hazards, (2) any necessary disclosure forms relating to information about LBP and LBP Hazards, and (3) the results of any evaluation for LBP or LBP hazards at the applicable Unit within the Site.
6 .10 Duty to Prevent Release of Hazardous Substances
During the development of the Site, Habitat for Humanity shall take all necessary precautions to prevent the release of any Hazardous Substances (with particular regard to any asbestos, or asbestos-containing materials, or lead-based paint or other lead containing products which are regulated by the NSP Program) into the environment or onto or under the Site. Such precautions shall include compliance with all Environmental Laws with respect to Hazardous Substances. In addition, Habitat for Humanity shall install and utilize such equipment and 28 implement and adhere to such procedures as are consistent with applicable Enviromnental Laws and then-prevailing industry standards as respects the disclosure, storage, use, abatement, removal and disposal of Hazardous Substances.·

7. DEFAULTS, REMEDIES AND TERlvllNATION

7.1 Defaults - General
Failure or delay by any Party to perform, comply with or observe any of the conditions, provisions, terms, covenants or representations of this Agreement, including any of the Attachments hereto, constitutes a default under this Agreement. As provided herein below, the Party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the injured Pmiy. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the date of default.

Except as required to protect against further damages, the injured Party may not institute legal proceedings against the party in default until an "Event of Default'' (as such term is hereinafter defined) has occull'ed. For purposes of this Agreement, an "Event of Default" for purposes of instituting legal proceedings by a non-defaulting Party against the defaulting Party shall mean a failure to satisfy, perform, comply with or observe any of the conditions, provisions, terms, covenants or representations contained in this Agreement, including any Attachment hereto, and such failure having continued uncured or without the defaulting party commencing to diligently cure for thirty (30) days after riotice thereof in writing is mailed by the injured patiy to the defaulting party; provided, however, that if such event of default cannot be cured within such thirty (30) daiperiod and Habitat :for Humanity has diligently commenced effmis to cure, Habitat for Humanity shall have such reasonable time to diligently prosecute such cure to completion. If a different period or notice requirement is specified for any particular default under any other provision of this Agreement, including any of the Attachments hereto, the specific provision shall control.
7 .2 Legal Actions
7 .2.1 Institution of Legal Actions
In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, any Party may institute an action at law or equity to cure, correct or remedy any Event of Default, to recover damages as provided herein for any Event of Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions may be instituted in the Superior Court of the County of Riverside, State of California.

7.2.2 Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
29 7.2 .3 Acceptance of Service of Process
In the event that any legal action is commenced by Habitat for Humanity against the City or the Authority, service of process on the City and the Authority shall be made by personal service upon the City's Clerk and the Authority's Secretary, respectively, or in such other manner as may be provided by law.

In the event that any legal action is commenced by the City or the Authority against Habitat for Humanity, service of process on Habitat for Humanity shall be made by personal service upon any owner, general pa.1tner, officer or manager of Habitat for Humanity or in such other manner as may be provided by law, whether made within or without the State of California.

7.3 Rights and Remedies are Cumulative
To the extent permitted by law and except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same Event of Default or any other Event of Default by the other Party.

7.4 Inaction Not a Waiver of Default
Any failures or delays by any Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or · deprive either such party.of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights 01· remedies.

7.5 Specific Performance
Upon an Event of Default, the non-defaulting Party, at its option, may thereafter (but not before) commence an action seeking specific performance and/or other equitable relief to enforce the terms of this Agreement pertaining to such default.

7.6 Rights of Termination and Damages

7.6.1 Termination by Habitat for Humanity
Provided Habitat for Humanity is not in default of any of the terms and conditions of this Agreement, then in the Event of Default by the City or the Authority, Habitat for Humanity shall have the right to terminate this Agreement by written notice to both in accordance with the provisions of Section 8 .1. Upon termination by Habitat for Humanity pursuant to this Section 7.6.1, the Authority and the City may enter into a new agreement with respect to the development of the Site and, except as expressly provided to the contrmy herein with respect to obligations that survive the tennination of this Agreement, there shall be no further rights or obligations between the Parties.
30 7.6.2 Termination by the Authority or the City
Provided the Authority is not in default of any of the terms and conditions of this Agreement, then upon an Event of Default by Habitat for Humanity, the Authority shall have the right to terminate this Agreement by written notice to Habitat for Humanity in accordance with the provisions of Section 8 .1. In addition, the Authority may apply to a court of competent jurisdiction for relief at law or in equity as may be appropriate and permissible. Likewise, provided the City is not in default of any of the terms and conditions of this Agreement, then upon an Event of Default by Habitat for Humanity, the City shall have the right to terminate this Agreement by written notice to Habitat for Humanity in accordance with the provisions of Section 8.1. The City may apply to a comt of competent jurisdiction for relief at law or in equity as may be appropriate and permissible.

7.7 Limitation on Damages
Without limiting the generality of the foregoing, the Patties shall not in any event be entitled to, and the Parties hereby waive, any right to seek consequential damages of any kind or natme from any other Party or Parties arising out of or in connection with this Agreement, and in connection with such waiver, the Parties are familiar with and hereby waive the provision of§ 1542 of the California Civil Code which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW

OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HIS
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

8. GENERAL PROVISIONS

8.1. Notices, Demands and Communications Between the Parties Unless otherwise specified in this Agreement, it shall be sufficient service or giving of any notice, request, certificate, demand or other communication if the same is sent by (and all notices required to be given by mail will be given by) first-class registered or certified mail, postage prepaid, reh1rn receipt requested, or by private courier service which provides evidence of delivery. Unless a different address is given by any party as provided in this Section, all such communications will be addressed as follows:

To Habitat for Humanity:

Habitat for Humanity Riverside, Inc.

Attn: Executive Director
2180 Iowa A venue
Riverside, CA 92507
31 To Authority:

To City:

Housing Authority of the City of Riverside
Attn: Executive Director
3900 Main Street
Riverside, California 92522
City of Riverside
Attn: City Manager
3 900 Main Street
Riverside, California 92522
Any Notice shall be deemed received im.mediately if delivered by hand and shall be deemed received on the third (3rd) day from the date it is postmarked if delivered by registered or certified mail.

8.2. Conflicts oflnterest
No member, official or employee of Habitat for Humanity shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law.

8.3. Warranty Against Payment of Consideration for Agreement Habitat for Humanity warrants that it has not paid or given and will not pay or give; any third person any money or other consideration for obtaining this .Agreement, other than normal costs of conducting business and costs of professional services such as project managers, architects, engineers, attorneys, and public relations consultants.

8.4 . Nonliability of Authority Officials and Employees No member, official, employee, representative or agent of the Authority shall be personally liable to Habitat for Humanity, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to Habitat for Humanity or successor, or on any obligation under the te1ms of this Agreement. ·

8.5. Nonliability of City Officials and Employees
No member, official, employee, representative or agent of the City shall be personally liable to Habitat for Humanity, or any successor in interest, l.n the event of any default or breach by the City or for any amOlmt which may become due to Habitat for Humanity or successor, or on any obligation under the terms of this Agreement.

8.6. Approval by Parties
Approvals required of the Parties shall be given within the time set forth in the Schedule of Performance or, if no time is given, within a reasonable time. Wherever this Agreement requires the Pmiies to approve any contract, document, plan, proposal, specification , 32 drawing or other matter, such approval shall not be umeasonably withheld or delayed. In the event that a Party declines to approve any contract, document, plan, proposal, specification, drawing or other matter, such denial shall be in writing and shall include the reasons for such denial. The Party considering the request for such approval shall use commercially reasonable efforts to respond to such request for approval within fifteen (15) days of receipt unless expressly provided to the contrary herein.

8.7. Plans and Data
If this Agreement is terminated, the City shall have the right but not the obligation to pll!'chase from Habitat for Humanity all plans, drawings, studies and related documents concerning the Project within Habitat for Humanity's possession and contrnl, without representation or warranty. The purchase price for all or any part of such materials shall be their cost to Habitat for Humanity, less amounts already disbursed to Habitat for Humanity from the City HOME Funds for such purposes.

8.8. Force Majeure
In addition to specific provisions of this Agreement, pe1formance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God or any other deity; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof including the acquisition of the Site, or any portion thereof, unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of another party; acts or failure to act of any other public or governmental agency or entity; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform or relief from default, including without limitation the allocation of Authority revenues to the State of California by a legislative act to fund deficits in the state budget. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to rnn from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by mutual agreement among the Parties. That notwithstanding, if said prevention or delay extends for one (1) year, any party, by notice in writing to the other, may terminate this Agreement.

8.9. Applicable Law; Interpretation
The laws of the State of California shall govern the interpretation and enforcement of this Agreement. This Agreement shall be construed as a whole and in accordance with its fair meaning and as though both of the pa1iies pmiicipated equally in its drafting. Captions and organizations are for convenience only and shall not be used in construing meaning.

8.10. Inspection of Books and Records, Reports
33 The City and the Authority, and their respective designees, have the right at all reasonable times, and upon reasonable advance notice of not less than 48 hours, to inspect the books and records and other related documents of Habitat for Humanity pertaining to the satisfaction of their obligations herelmder as reasonably necessary for purposes of enforcing the provisions of this Agreement. Such books, records and related documents shall be maintained by Habitat for Humanity at locations as agreed by the pmties. Throughout the term of this Agreement, Habitat for Humanity shall submit to the Authority and the City reasonable written progress reports as and when reasonably requested by the Authority or the City on all matters pertaining to the Project of the Site.
8 .11. Mutual Cooperation
Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful or appropriate to carry out the purposes and intent of this Agreement.

8.12. Groundbreaking and Grand Openings
To insure proper protocol and recognition of the Authority Board, Habitat for Humanity shall cooperate with Authority staff and City staff in the organization of any Project­ related groundbreaking, grand openings or any other such inaugural events/ceremonies celebrating the development which is the subject of this Agreement. 8 .13. Independent Contractor
The patties agree that Habitat for Humanity in the performance of this Agreement shall act as and be an independent contractor and shall not act in the capacity of an agent, employee or pmtner of the Authority or the City.

9. ENTIRE AGREEMENT, WAIVERS AND AivIBNDMENTS
This Agreement includes thi1iy-six (36) pages and Attachment Nos. 1 through 9 which constitute the entire understanding and agreement of the Parties. Two (2) duplicate originals of this Agreement shall be executed each of which shall be deemed to be an original. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterpart shall constitute one and the same instrument.

Except as otherwise provided herein, this Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Patties and all amendments hereto must be in writing and signed by the appropriate authorities of the Paities.
34 (Signatures on Following Two (2) Pages.)
35 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date set opposite their signatures.
- I
Dated: / 2 /42/ 2-2----1-,--1-7----
CERTIFIED AS TO FUNDS AVAILABILITY:

Dated: _______ _
ATTESTED TO:

By:

Authority Secretary
APPROVED AS TO FORM:

By: ~~
Authority General Counsel
"HABITAT FOR HUMANITY"
HABITAT FOR HUMANITY RIVERSIDE, INC.,
A California Not-For-Profit Corporation
By: t1fll/t,/,u___,,,
Name: ·pai11';{ //4 fevJ ,
Its: /:::Xf(,,tftve- U iNcfrJr
By: --- - ------ - -­
Name: ------- -----
Its: ------ - ----- -
"AUTHORITY"

HOUSING AUTHORITY OF THE CITY OF
RIVERSIDE, a public entity
By:------------
Executive Director
36 Dated: ---------
ATTESTED TO:

By:

City Clerk
APPROVED AS TO FORM:

By:

City Attorney
22-2029 SW I 1/20/22
\\Rc-citylaw\cycom\ WPDOCS\D028\P035\006905 l l .DOCX
"CITY"
THE CITY OF RIVERSIDE, a California charter
city and municipal corporation
By: ---- ----- - ---­
City Manager
37 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
vallditv of that document.

State of California
County of 1{1 1/ox01rJ{
before me, Yolanda Vega-Notary Publfc
(insert name and title of the officer)
personally appeared _-.... u_c_J..\i_; '-=d-----,,1---'--'~Ci=L_h_()'------ --------- - --­ 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 correct.

WITNESS my hand and official seal.
(Seal)
........ (
VOl.AllDA VEGA
Notary Public • Callfotnla
Riv~rnde County f
Comm!Uion f 2355112 -
My CDmm. Expires .ii.pr 27, 202!i
ATTACHMENT NO. 1

SITE PLAN
38 ~
GARDEN
SHED
(TYP.)
Design Features:

L
□ 10 Small homes of approximately 400 s.f. on an exisling residenlial lol arranged around a central common space. Provide visual interesl and individual privacy by varying Materials and shapes of buildings in a common theme, and arranging the homes wilh both horizontal and vertical articulation

CONCEPTUAL MASTER PLAN

MULBERRY STREET TINY HOMES

CITY OF RIVERSIDE
Figure 2-Site Plan
Site Data:

Total Site Area: 21 ,655 s.f.

Total No. of Homes: 10
I '?~-----
I'
- L---- - -
Total Building Footprint: 4,000 s.f.
% of Lot Coverage: 18.5%
% of Landscape: 53.8%
Total No. of Parlling
(City of Riverside Std.): 6
r1.J7 ~
0 10' ;/0' ~o· NORTH
ATTACHMENT NO. 2

SITE LEGAL DESCRIPTION
39 EXHIBIT "A"

LEGAL DESCRIPTION
Address: 2825-2841 Mulberry Street
APN: 209-222-015, 209-222-026 & 209-222-027
That certain real property located in the City of Riverside, County of Riverside, State of California, described as follows :

Lot 8, Lot 9, Lot 16 and Lot 17 of McMullen Subdivision as shown by Map on file in Book 7 of Maps at Page 11 thereof, Records of Riverside County, California.

This description was prepared by me or under my direction in conformance with the requirements of the Land Surveyors Act. ~ e"3-==--- ,s;/;4/'9 Prep.@
Curtis C. Stephens , LS. 7519 Date
15 14
11 McMULLEN

SUBDIVISION
M.B. 7 /11
10 6
7 • CITY OF RIVERSIDE, CALIFORI'-~IA •

THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT A PART OF THE WRITTEN DESCRIPTION THEREIN . SHEET 1 OF 1 . SCALE: 1 "=40' DRAWN BY: CURT DATE: 5/14/19 SUBJECT: 2825-2841 MULBERRY STREET ATTACHMENT NO. 3

PROJECT DESCRIPTION
40 Mulberry Village
Project Description
The Mulberry Village Project mission is to provide access to stable and affordable housing; provide case management and supportive services based on client's needs; and assist clients with graduating into permanent housing. The Project will consist of:

1. Development of ten (10) small cottage style homes to be rented to persons earning at-or-below 50% of area median income (AMI);

2. California Bungalow style elevations;

3. An Interior courtyard, pergola and green space, and community garden; and

4. Efficiency and 1-bedroom floor pans around 400 sq. ft. houses ATTACHMENT NO. 4

SCHEDULE OF PERFORMANCE
41 NO. NAME
0 Block work; Trash & Fence
1 Retention Basins
2 Interior Insulation
3 Precise Grading
4 Onsite curbs and walks
5 Drywall
6 Interior Finish work
7 Parking and Courtyd Pave
8 Landscaping

FINAL COMPLETION

MULBERRY VILLAGE PROJECT

SCHEDULE OF PERFORMANCE

DURATION START
20 days 12/12/2022
6 days 12/19/2022
8 days 12/28/2022
9 days 1/9/2022
16 days 1/23/2023
18 days 1/25/2023
21 days 2/21/2023
11 days 2/23/2023
9 days 3/13/2023
2 days 3/25/2023
FINISH
1/6/2023
12/28/2022
1/5/2023
1/19/2023
2/10/2023
2/17/2023
3/7/2023
3/10/2022
3/22/2023
ATTACHMENT NO. 5

PROJECT BUDGET
42 Attachment No. 5-1
Detailed Project Budget - Mulberry Cottages-10 Units Revised 10/27/22 Single Home 10 Homes Description Cost Increase

PREDEVELOPMENT
City of Riverside Permits/Fees $ 5,420.00 54,200 .00 City permits, Development fees $ - Schools $ 16,000.00
Engineering/soils $ 1,487.00 14,870.00 Geotechnlcal, Salls Report $ 11,470.00 Clvll Engineer Plans $ 2,480.00 24,800.00 Plans: topo, map, grading, utilities, street $ 24,800.00 Engineer-site survey $ 2,157.00 21,570.00 Vertical + Horlz Controls, pad certs, drain cert $ 13,764.00 Archltectural-bulldlng $ 5,500.00 55,000 .00 $ 27,000.00 Architectural-landscaping $ 1,122.00 11,220.00
Engineering-building $ 820.00 8,200.00 Structural+ Mechanical $ 2,200.00 Rough Grading $ 4,715.00 47,150.00 with Import $ 22,150.00 Street Improvements $ 7,680.00 76,800.00 $ 76,800.00
RPU Water $ 4,927.00 49,270.00 Offslte-Clty Includes fire hydrant IS0k budget) $ 34,270.00 RPU Electric $ 2,190.00 21,900.00 Offsite-Clty $ 21,900.00 Water onslte & sewer $ 13,930.00 139,300.00 $ 139,300.00 Rententlon Basins- site drainage $ 3,564.00 35,640.00 $ 35,640.00 Ory Utilities; electric, phone, cable $ 6,200.00 62,000 .00 $ 38,000.00 Energy calc / Energy Star lnsp. $ 350.00 3,500.00 $ -
TOTAL PREDEVELOPMENT $ 62,542.00 625,420 .00 463,294.00

CONSTRUCTION
Grading Final $ 2,340.00 23,400.00 Grading-final/precise $ 3,150.00 Concrete Foundation & Slab $ 8,870.00 88,700.00 Footings, pads, slab floor on grade $ 18,435.00 Masonry $ 1,711.00 17,110.00 front parking garden wall, trash end $ 13,610.00 Trash Enclsoure gates & trellis $ 945.00 9,450.00 $ 9,450.00 Rough Lumber $ 5,980.00 59,800.00 !previously Included at rough carpentry) $ - Rough carpentry $ 4,872.00 48,720.00 $ 38,255.00
Roof trusses $ 2,953.00 29,530.00 !previously Included at rough carpentry) $ 29,530.00 Roof truss - Install $ 1,700 .00 17,000.00 Crane, Truss labor $ 17,000.00 Plumbing/Hot Water, sewer conn. $ 16,422.00 164,220.00 Shower, toilets, water heater, sewer llne $ 107,467.00 Electrical $ 19,321.00 193,210 .00 $ 178,210.00
Flre Sprinkler $ 2,694.00 26,940.00 Fire sprinkler sys $ 14,690.00 HVAC- $ 9,759.00 97,590.00 Electric Heat Pump, high Increase due to SEER $ 69,018.00 Rooflng & Sheet Metal $ 3,340.00 33,400.00 normally donated, not figured originally $ 33,400.00 Windows and Door $ 1,880.00 18,800.00 $ 6,800.00
Exterior siding material $ 3,600.00 36,000.00 $ 36,000.00 Exterior siding labor $ 2,200.00 22,000.00 $ 22,000.00
Insulation $ 1,240.00 12,400.00 Therm.11 Insulation $ 2,400.00 Drywall/Acoustical $ 3,975.00 39,750.00 Interior drywall $ 14,750.00 Doors & Flnlsh Carpentry $ 1,650.00 16,500.00 Casings, baseboards, shelving $ 13,650.00 Paint/Decorating/Blinds/Shades $ 1,250.00 12,500.00 $ - Shower Doors, Mirrors, closets $ 970.00 9,700.00 $ 2,200.00 cabinetry/Countertops $ 4,900.00 49,000.00 Kitchenette & Bath Vanity $ 11,000.00 Appliances $ 2,050.00 20,500.00 refigerator and washer/dryer !stackable) $ 8,500.00 Conaete/Hardscape $ 8,800.00 88,000 .00 Flatwork, driveways, pavers, and mowcurbs $ 54,250.00 Flnlsh Floor-Carpet & Vinyl $ 1,610.00 16,100.00 Bedrooms, Closets $ 3,300.00 Landscaping $ 11,930.00 119,300.00 landscape, Irrigation, D.G., Trellis, Furnishings $ 80,800.00 Security- on site $ 3,200.00 32,000.00 $ 6,620.00
Fencing - Permanent $ 2,371.00 23,710 .00 Vinyl 317'@6' $ 13,210.00 Mobile Mini $ 110.00 1,100.00 $ 160.00
storage bin and dumpsters $ 200.00 2,000.00 $ -
Equipment rental $ 150.00 1,500.00 $ -
temp. fencing $ 314.00 3,140.00 $ -
porta-potties $ 375.00 3,750.00 2 units for 6 months $ - utilities - temporary $ 410.00 4,100.00 Temp Elec., Temp Water $ - Subtotal $ 134,092.00 1,340,920.00 807,855.00
Construction Contingency $ 8,905.90 89,059.00 $ -
TOTAL CONSTRUCTION $ 205,539.90 2,055 ,399.00 1,271,149.00

SOFT & CARRYING COSTS
Project Management- staff pay
Administration - staff pay
Construction Period Insurance
Construction Period Taxes
TOTAL SOFT & CARRYING COSTS $ -
Subtotal of all above cos t $ 205,539.90 2,055,399.0 0 1,271,149.00 Developer fee 100,000.00 $
TOTAL PROJECT COST 2,155,399. 00 1,271,149.00
ATTACHMENT NO. 6

CITY REGULA TORY AGREEMENT
43 ATTACHMENT NO. 6

NSP REGULATORY AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO: )
)
)
Housing Authority of City of Riverside )
3900 Main Street )
Riverside, CA92522 )
Attn: Executive Director )
)
Project: 2825-2841 Mulberry Street )
(Space above for Recorder's Use Only)
This document is exempt from the payment of a
recording fee pursuant to Government Code Section
6103.

REGULATORY AGREEMENT
(NEIGHBORHOOD STABILIZATION PROGRAM)
THIS REGULATORY AGREEMENT (NSP) ("Regulatoty Agreement") dated for identification purposes only as of ______ , 2023, by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation (the "City") and the HOUSING AUTHORITY OF THE CITY OF RIVERSIDE, a public entity (''Authority") . .

RECITALS
Capitalized terms used in these recitals and not otherwise defined shall have .the meaning set faith in Section l of this Regulatory Agreement.

A. The City is a California chatter city and municipal corporation.

B. The Authority is a public entity with its authority and powers provided by state law (Health & Safety Code section 34240 et seq.)
C. On November 4, 2008, the City approved the receipt of Neighborhood Stabilization Program Funds ("NSP 1 Funds") authorized under Division B, Title III of the Housing And Economic Recove1y Act (HERA) of 2008 and granted by the United States Department of Housing and Urban Development, to fund the redevelopment of abandoned and foreclosed homes and residential properties to provide decent, safe, sanitary and affordable housing for low and moderate income households in the City.

D. On February 22, 2011, the City approved receipt of Neighborhood Stabilization Program Funds ("NSP3 Funds") authorized under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) of2010 and granted by the United States

f. Waiver of a jury trial. Agreement by the tenant to waive any right to a trial by jury;
g. Waiver of right to appeal comt decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and h. Tenant chargeable with cost of legal actions regardless of outcome.

Agreement by the tenant to pay attorneys' fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses.

F. Termination of Tenancy. The Authority may not terminate the tenancy of a tenant of the Project except for an uncured violation(s) of the terms and conditions of the lease; for violation of applicable federal, state, or local law; or for other good cause. Any termination or refusal to renew must be preceded by not less than thirty (30) days' notice, or as permitted by state law, by the Authority's service upon the tenant of a written notice specifying the grounds for the action.

G. Tenant Selection. The Authority shall establish and enforce a Local Preference for tenants. The Authority must adopt written tenant selection policies and criteria approved by the City that:
a. Are consistent with the purpose of providing housing for Qualified Tenants;
b. Are reasonably related to the applicants' ability to perfo1m the obligations of the lease;
c. Give reasonable consideration to the housing needs of families that would have a federal preference under Section 960.211 of Title II of the Cranston-Gonzalez National Affordable Housing Act of 1992; and
d. Provide for:
(i) The selection of tenants from a wlitten waiting list in the chronological order of their application, insofar as is practicable; and
(ii) The prompt written notification to any applicant that the applicant has been placed on a waiting list Any rejected applicant may request and explanation of the grounds of the rejection by telephone.

H. Miscellaneous. By executing this Regulatmy Agreement, the Authority hereby certifies that it will adhere to and comply with the same obligations to the City that the City has undertaken with HUD pursuant to its application and certifications for NSP funds, including but

not limited to the following, as they may be applicable to Authority pm·suant to the U.S. Housing and Community Development Act of 1974, as amended:
(1) The Housing and Community Development Act of 1974, as amended, and legislative changes contained in the Housing and Urban-Rural Recovery Act of 1983, and the Housing and Community Development Act of 1987;
(2) Regulations of the Depmiment of Housing and Urban Development relating to CDBG (24 CFR 570, et seq.);
(3) Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the NSP program, except that Authority does not assume City's environmental responsibilities;
(4) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and implementing regulations issued at 24 CFR Part l; Title VIII of the Civil Rights Act of 1968 (P.L. 90-284) as amended; Section 109 of the Housing and Community Development Act of 1974, as amended, and the regulations issued pursuant thereto; Section 3 of the Housing and Urban Development Act of 1968, as amended; Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60; Executive Order 11063, as amended by Executive Order 12259, and implementing regulations at 24 CFR Pati 107; (5) Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112), as amended, and implementing regulations;
(6) The Age Discrimination Act of 1975 (P.L. 94-135), as amended, and implementing regulations;
(7) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the implementing regulations at 24 CFR Part 42;
(8) The labor standard requirements as set forth in 24 CFR Part 570, Subpa1i K and HUD regulations issued to implement such requirements;
(9) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention control and abatement of water pollution; (10) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234);
(11) The regulations, policies, guidelines and requirements of 24 CFR Part 85 "Common Rule," 0MB Circular Nos. A-87, A-21, A-110, A-122 and A-128 as they relate to the acceptance and use of federal funds under the federally-assisted program; (12) The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. § 1821-4846), the Residential Lead-Based Paint Hazard Act of 1992 (42 U.S.C. § 4851-4956) and the regulations of 24 CFR Part 35; and safety regulations.

(13) The Federal Accounting and transparency Act of 2006, P.L. 109-282, as amended by Section 6202(a) of P.L. 110-252.
(14) Nondiscrimination. The Authority shall maintain and operate all facilities and deliver services to the community and program patiicipants in a manner, which is non-discriminatory. (15) National Origin and Race. The Authority shall abide by§ 570.601 and§ 570.912 of the Code of Federal Regulations at Title 24 which requires that no person in the United States shall on the ground of religion, race, color, national origin or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with NSP ftmds.
(16) Sexual Orientation and AIDS. The Authority fmiher agrees not to discriminate on the grounds of sexual orientation or disability, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto. (17) Disabilities. Pursuant to the Americans with Disabilities Act and specifically, 42 USC § 12132, the Authority acknowledges and agrees that in the pe1formance of the Project no qualified individual shall, by reason of a disability, be excluded from participation in or be denied the benefits of the services, programs or activities of the City or the Authority or be subjected to discrimination by the City or the Authority. ·
(18) Conflict of Interest. The Authority and its assigns, employees, agents, consultants, officers and elected and appointed officials shall become familiar with and shall comply with the CDBG regulations prohibiting conflicts of interest contained in 24 CFR § 570,611. The Authority understands and agrees that no waiver or exception can be granted to the prohibition against conflict of interest except upon written approval of HUD pursuant to 24 CFR § 570.611 ( d). Any request by the Authority for an exception shall first be reviewed by the City to determine whether such request is appropriate for submission to HUD. In determining whether such request is appropriate for submission to HUD, the City will cons1der the factors listed in 24 CFR § 570.61 l(e).

Prior to any funding under this Regulatory Agreement, the Authority shall provide the City with a list of all employees and their job titles, agents, consultants, officers and elected and appointed officials who are in a position to participate in a decision-maldng process, exercise any functions or responsibilities, or gain inside information with respect to the NSP activities funded under this Agreement. The Authority shall also promptly disclose to the City any potential conflict, including even the appearance of conflict that may arise with respect to the NSP activities funded under this Agreement. Any violation of this section shall be deemed a material breach of this Agreement, and the City shall immediately terminate the Agreement. (19) Religious Proselytizing or Political Activities. The Auth01ity agrees that it will abide by the requirements set fo1ih in 24 CFR 570.200 subsection (j); and as such the Authority agrees that, in connection with such public services: ·
(i) It will not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of the programs or services. If such activities are conducted, the activities must be offered separately, in time or location, from the programs or

services funded under this part, and participation must be voluntary for the beneficiaries of the HUD-funded programs or services; and
(ii) It shall not, in providing program assistance, discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief; and (iii) It may not use NSP funds for the acquisition, constrnction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. NSP funds may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities. Where a strncture is used for both eligible and inherently religious activities, NSP fm1ds may not exceed the cost of those portions of the acquisition, constmction, or rehabilitation that are attributable to eligible activities in accordance with the cost accoimting requirements applicable to NSP funds. Sanctuaries, chapels, or other rooms that a NSP-funded religious congregation uses as its principal place of worship, however, are ineligible for NSF-funded improvements. Disposition of real property after the term of the grant, or any change in use of the property during the term of the grant, is subject to government-wide regulations governing real property disposition.

I. Compliance with Use and Occupancy Laws. The Authority agrees that for each lease, the Authority shall comply with all applicable state and local laws, statutes, ordinances, rnles and regulations, which in any way restrict the use and occupancy and resale of the Property.

J. Nondiscrimination. The Authority covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, or any part of it, nor shall the Authority or any person claiming under or through it, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property, including the Affordable Units, or any portion thereof. The foregoing covenants shall run with the land.

Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 1295 5 .9 of the Govermnent Code. With respect to fan1ilial status, nothing in the foregoing paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Govermnent Code shall apply to the foregoing paragraph.

The Authority shall refrain from restricting the sale of the Property, including the Affordable Units, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Govermnent Code.

All such deeds, leases, contracts or subcontracts shall contain or be subject to substantially the following nondiscrimination and nonsegregation clauses:

a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or tlu·ough them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, lo.cation, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be constmed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph.
b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased."
Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be constmed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), ( o ), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph.
c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in connection with the performance of this contract nor shall the contracting party himself or herself, or any person claiming under or through him or her,

establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, contractors, subcontractors or vendees with respect to the premises." Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be constrned to affect Sections 51.2, 51. 3, 51.4, 51.10, 51.11, and 799 .5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph.

The covenants established in this Regulatory Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City, its successors and assigns, the City and any successor in interest to the Site, or any part thereof. The nondiscrimination covenants shall remain in effect in perpetuity.

K. No Nuisance. The Authority shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including, without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Section 11570, et seq.) as currently exists or as may be amended from time to time, or the Street Terrorism Enforcement and Prevention Act (Penal Code Section 186.22, et seq.), as Clmently exists or as may be amended from time to time.

L. No Hazardous Material Activity. The Authority shall not engage in any Hazardous Material Activity and shall comply with all Governmental Regulations in connection with the acquisition and operation of the Project.

In addition, the Authority shall take all necessary precautions to prevent the release into the environment of any '.Hazardous Material which is located in, on or under the Prope1ty.

Such precautions shall include compliance with all Governmental Regulations with respect .to Hazardous Substance. In addition, the Authority shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Substance.

Notwithstanding the foregoing, this Regulatory Agreement shall not prohibit the use of such products in quantities as are customarily used in the maintenance, rehabilitation or management of residential developments or associated buildings and grounds, or used in residential activities in a manner typical of other comparable residential developments, or substances commonly ingested by a significant population living within the Project including without limitation alcohol, aspirin, tobacco and saccharine.

3. OPERATION AND MANAGEMENT OF THE PROJECT
A. Compliance with Agreement. The Authority shall comply with all the terms and provisions of the Development Agreement and all applicable Govenunental Regulations.

B. Operation and Management. The Authority shall manage, operate and maintain the Project in first class condition and in accordance with professional property management standards for similar properties in the Southern California area and shall maintain or cause to be maintained the interiors and exteriors of the Affordable Units in a decent, safe and sanitary manner.

The Affordable Units shall be maintained in accordance with the HUD Uniform Physical Condition Standards (UPCS) (24 CFR 5.703) as currently exists or as maybe amended from time to time and the requirements of the City's Municipal Code and all applicable Governmental Regulations.

The parties acknowledge that the City is interested in the long-term management and operation of the Project and in the qualifications of any person or entity retained by the Authority for that purpose (the "Propetiy Manager"). Prior to the execution of the of the Development Agreement by the City and the initial rental of the NSP Assisted Units in accordance with this Agreement, the Authority shall submit for the reasonable approval of the Housing Project Manager a detailed "Management Plan" which sets forth in detail the duties of the Property Manager, the tenant selection process, a security system and compliance with the City's Crime­ Free Multi-Family Housing Program, the procedures for determining Affordable Rent and for the collection of rent, occupancy limits and the procedures for monitoring of occupancy levels, the procedures for eviction of tenants, the rules and regulations of the Project and manner of enforcement, a standard lease form, and other matters relevant to the management of the Project.

The Authority may from time to time submit amendments and modifications to the Management Plan for the reasonable approval of the Housing Project Manager. The management of the Project shall be in compliance with the approved Management Plan.

The Authority shall, prior to the rental of the first NSP Assisted Unit, contract with a Property Manager, subject to the reasonable approval of the Housing Project Manager. During the term of the Affordability Period, such Property Manager may subcontract for property management services with an experienced and qualified property management entity (based upon the criteria set forth hereinbelow) only upon prior written approval by the Housing Project Manager which approval shall not be unreasonably withheld.

During the Affordability Period, the Housing Project Manager may from time to time review and evaluate the identity and performance of the Property Manager of the Project as it deems appropriate in its reasonable judgment. If the Housing Project Manager reasonably determines that the performance of the Property Manager is deficient based upon the standards and requirements set forth in this Agreement, the Housing Project Manager shall provide notice to the Authority of such deficiencies and the Authority shall use its best efforts to correct such deficiencies.

In addition, during the term of the Affordability Period, the Authority shall annually submit to the Housing Project Manager for its reasonable approval a budget for the operation of the Project. The fee paid to the Property Manager shall not exceed (a) five percent (5%) or (b) the reasonable and customary fees paid to such property managers for similar rental properties in the City. Other fees and payments shall be consistent with prevailing market rates for the services performed and goods provided in consideration for such fees and payments. The Authority shall ensure that the reasonably foreseeable expenses of operating the Project do not materially exceed the budget which has been approved by the Housing Project Manager. The Authority shall ammally

provide to the Housing Project Manager a detailed accounting of operating expenses and shall make available its books and records to the Housing Project Manager for inspection and copying, upon reasonable advance notice during its normal hours of business.

C. Crime-Free Multi Housing Program. Throughout the Affordability Period, the Authority covenants and agrees to participate in and fully complete the City's Crime-Free Multi Housing Program for the Property within three (3) months following the close of Escrow for the acquisition of the Property by the Authority. The Authority shall continue its compliance with the City's Crime-Free Multi Housing Program throughout the Affordability Pedod. Evidence of compliance with this requirement shall be forwarded annually to the Housing Project Manager within said twelve (12) month period.

D. Reserve Requirements. The Authority shall, or shall cause the Property Manager to set aside an amount equal to Two Htmdred Fifty Dollars ($250) per Unit per year (the "Capital Replacement Reserve"), Funds in the Capital Replacement Reserve shall be used for capital replacements to the Project fixtures and equipment which are normally capitalized under generally accepted accounting principles. hlterest on funds in the Capital Replacement Reserve shall remain in the Capital Replacement Reserve. The non-availability of funds in the Capital Replacement Reserve does not in any manner relieve the Authority of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Project in the manner prescribed herein. The Authority, at its expense, shall submit to the Housing Project Manager annually an accounting for the Capital Replacement Reserve. The City approval is not required for withdrawals from the Capital Replacement Reserve in accordance with this Agreement.

E. Operating Reserve. The Authority shall, or shall cause the Property Manager to, set aside at the time the Project receives its certificate of occupancy in a separate interest-bearing trust account held by the Authority with an initial amount equal to three (3) months of the projected annual operating expenses for the Project (the "Operating Reserve"). Interest earned on funds in the Operating Reserve shall remain in the Operating Reserve. The Authority may withdraw from the Operating Reserve those amo1mts exceeding the current year budget for operating expenses.

The City approval is not necessaiy for withdrawals made in accordance with this Agreement.

Funds may be disbursed from the Operating Reserve to cover shortfalls between the income and actual operating expenses of the Project. Upon malcing disbursements to cover operating shortfalls, the Operating Reserve shall be replenished to the level prior to the disbursement. In the event that the Operating Reserve cannot be replenished to the level required through a single month's deposit, the Authodty shall develop and follow a plan for restoring the required balance, subject to the review and approval of the Housing Project Manager.

F. Record Keeping. In order to satisfy the monitoring requirements of the City and the Authority, as the same may be amended from time to time, the Authority shall, following the issuance of the Regulato1y Agreement, and on or before June 30th of each year, submit to the Housing Project Manager a certification of compliance with the te1ms and conditions of the Development Agreement and the Regulatory Agreement and such other reports as required thereby on forms prescribed by the Housing Project Manager. Each amrnal report shall cover the immediately preceding fiscal year.

Additionally, the Authority shall determine and submit a rep01t to the Housing Project Manager showing the proposed Affprdable Rent amount for each NSP Assisted Unit for

the proceeding 12 months with supporting documentation comparing the methods for calculating Affordable Rent.

G. Right of Entry For Inspection. Representatives of the City shall be entitled to enter the Property, upon at least two business days prior written notice to the Authority during normal business hours, to monitor compliance with this Regulatory Agreement, to inspect the records of the Project with respect to the NSP Assisted Units , and to conduct an independent audit of such records. The Authority agrees to cooperate with the City in making the Site available for such inspection. If for any reason the City is unable to obtain the Authority's consent to such an inspection, the Authority understands and agrees that the City may obtain at the Authority's expense an administrative inspection warrant or other appropriate legal order to obtain access to such records. The Authority agrees to maintain records in a business-like manner on the Property or in a location approved in writing by the Housing Project Manager and to make such records available to the City upon two business days prior written notice to the Authority. Unless the City otherwise approves, such records shall be maintained throughout the Affordability Period.

4. OBLIGATION TO DEVELOP, MAINTAIN, AND REPAIR
A. Construction Covenant. The Authority covenants and agrees to develop the Project in accordance with the Development Agreement, including addressing all health and safety issues on the property and in compliance with HUD's Uniform Physical Condition Standards (UPCS)(24 CFR 5.703).
(1) Labor Standards. Authority shall carry out the construction of the improvements on the Prope1ty in conformance with all applicable laws, including all applicable federal and state labor standards, which standards may include, without limitation: (a) the payment of not less than the wages prevailing in the locality as determined by the Secretary of Labor pursuant to the Davis Bacon Act (40 U.S.C. 276a to 276a-5), to all laborers and mechanics employed in the development of any part of the Project; (b) the ove1time provisions, as applicable, of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327 332); and (c) Labor Code Section 1720 et seq., including without limitation the payment of prevailing wage and maintenance of payroll records in accordance with Labor Code Sections 1776 and 1812, and employment of apprentices in accordance with Labor Code Section 1777.5.

The Authority shall provide to the City monthly certified payroll records, contracts, subcontracts and other such documentation that the City may require to show compliance with the foregoing paragraph .

With respect to that portion of any, and only such p01iion, of the project for which prevailing wages are required to be paid within ten (10) days after the request of the Housing Project Manager, the Authority shall provide to the Housing Project Manager payroll information related to the rehabilitation of the Project certified by an officer of the Authority to be trne and co1Tect. In addition, the Authority shall require its conh·actors and subcontractors to provide such certified payroll information within ten (10) days of the Housing Project Manager's request.

The Authority shall defend and indemnify the City with respect to any claim regarding the Authority's failure to comply with applicable federal and state labor standards , including any fines or other monetary payments that may be imposed upon the City.

(2) Compliance with Governmental Regulations. The Authority shall comply with all Governmental Regulations in the constmction, use and operation of the Project, including all applicable federal, state and local statutes, ordinances, regulations and laws, including without limitation, all applicable federal, state, and local labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Riverside Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., and Government Code Section 1113 5, et seq.

B. Maintenance and Replacement: The Authority shall, at its sole cost and expense, maintain and repair the Prope1ty keeping the same in first class condition and in a safe, decent and sanitary condition, including the Affordable Units, walkways, driveways and landscaping, and from time to time make all necessary and proper repairs, renewals and replacements as they may be required by this Regulatory Agreement and by all applicable Riverside Municipal Code and Uniform Code provisions. The Authority shall manage and maintain the Property in accordance with all applicable housing quality standards and local code requirements, concerning marketing, operation, maintenance, repair, security, rental policy and method of selection of tenants.

C. Interior Maintenance. The Authority shall maintain the interior of buildings, including carpet, drapes and paint, in clean and habitable condition.

D. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks.

All graffiti and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed within seventy-two (72) hours of their creation or within seventy-two (72) hours after notice to the Authority .

E. · Landscaping. All landscaped parcels and all front and side-yard setback areas that are not buildings, driveways or walkways shall be adequately and approp1iately landscaped in accordance with minimum standards established by the City and shall be mah1tained in sound horticultlU'al condition in accordance with the standards established by the City from time to time.

No structure , improvement or other non-plant material shall be constructed or otherwise placed on the landscaped areas of the Property without prior written approval by the City Manager.

The following · n1inimum standards shall apply to all landscaped areas of the Property: (1) lawn grasses shall not exceed six (6) inches in height; (2) hedges shall be trimmed; (3) no trees, shrubbery, lawns, and other plant life shall be dying from lack of water or other necessaiy maintenance; ( 4) no trees or shrubbery shall grow uncontrolled without proper pnming; (5) no vegetation shall be overgrown so as to be likely to harbor rats or vermin; (6) no dead, decayed or diseased trees, weeds and other vegetation shall be allowed. In addition to the forgoing, no yard areas shall be left utmmintained, including: (1) no broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week; (2) no pacldng boxes, lumber, trash, <lilt and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring propeliies; (3) no unscreened trash cans, bfos or containers stored for unreasonable periods in areas visible from public prope1ty or neighboring prope1iies; and ( 4) no vehicles parked or stored in other than approved parking areas.

F. Right To Enter To Cure. If at any time the Authority fails to maintain the Property in accordance with this Section 4 and such condition is not corrected within seventy-two (72) hours after written notice from the City to the Authority with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after written notice from the City with respect to landscaping and building improvements with such additional time as may be reasonably necessary to diligently prosecute the cure to completion, then the City, in addition to whatever remedies it may have at law or at equity, shall have the right to enter upon the Site and perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, and to attach a lien upon the Prope1ty, or to assess the Prope1ty, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such clll'e, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by the Authority upon demand.

G. Damage and Destruction; the Authority's Duty to Rebuild. If all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Authority to rebuild, repair or constrnct said po1tion of the Propeliy and/or the improvements in a timely manner which will restore it to Riverside Municipal Code or Building Code compliance condition as approved by the City, but only to the extent of availabfo insurance proceeds.

In furtherance of the requirements of this Section 4.G., the Authority shall keep the improvements on the Property insured by carriers at all times satisfactory to the City against loss by fire, rent loss and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage hazard insurance policy as required by the Development Agreement.

In the event ofloss, the Authority shall give prompt notice to the insurance carrier and the City.

If the Property is abandoned by the Authority, or if the Authority fails to respond to the City within thirty (30) days from the date notice is mailed by the City to the Authority that the insurance carrier offers to settle a claim for insurance benefits, the City is authorized to collect and apply the insurance proceeds at its option either to restoration or repair of the Propeliy.

H. Time Limitation. Upon damage to the Property or the improvements thereon, the Authority shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within a term deemed acceptable by the parties after damage occurs, or if appropriate, to demolition and vacation of the Propeliy within two (2) months, unless prevented by causes beyond its reasonable control.

5. MISCELLANEOUS PROJECT REQUIREMENTS
A. Equal Opportunity. As set forth in Section 92.350 of the NSP Regulations as cun-ently exists or as may be amended from time to time, no person shall be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with NSP funds.

B. Affirmative Marketing. As required by Section 92.351 of the NSP Regulations as cmTently exists or as may be amended from time to time, the Authority must adopt affirmative marketing procedures and requirements. These must include:

(1) Procedures used by the Authority to inform and solicit applications from persons in the housing market area who are not likely to apply without special outreach; (2) Records that will be kept for a period of three (3) years describing actions taken by the Authority to affirmatively market units and records to assess the results of these actions; and
(3) A description of how the Authority will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met.

In addition, the Authority shall submit for the approval by the City, which approval shall not unreasonably be withheld, a plan for marketing the rental of the Affordable Units (the "Marketing Plan"). The Marketing Plan shall include a plan for publicizing the availability of the Affordable Units within the City in a manner which gives notice to Very Low Income Households currently living within the City, before residents of other cities receive such notice, such as notices jn any City sponsored newsletter, newspaper advertising in local newspapers and notices in City offices.

C. Displacement, Relocation and Acquisition. The Authority shall take all reasonable steps to minimize the displacement of persons from the Property as a result of implementation of this Regulatory Agreement and shall comply with all applicable relocation laws.

D. Lead-Based Paint. It is understood that the Project is subject to 24 CFR part 35 as currently exists or as may be amended from time to tin1e. This requirement shall be met as required by that'section and any cost ofrehabilitation on the Property shall be disclosed to the City as such should testing and abatement be undertaken.

E. Conflict of Interest. The Authority will hereby comply with all requirements set forth regarding conflict of interest provisions as they apply in 24 CFR Prut 570 of the NSP · Regulations as currently exists or as may be amended from time to time.

F. . Debarment and Suspension. As required in 24 CFR Part 85 of the NSP Regulations as currently exists or as may be amended from time to time, the Authority will comply with all debannent and suspension certifications.

6. COVENANTS
A. Affordability Period. The provisions of this Regulatory Agreement shall apply to the Property throughout the Affordability Period. This Regulatory Agreement shall bind any successor or assign of the Authority, whether a change in interest occurs voluntaiily or involuntarily, by operation of law or otherwise, with or without the approval of the City, except as expressly released by the City. The City makes the NSP Grant on the condition, and in consideration of, this provision, and would not do so otherwise.

B. Covenants to Run with the Laud. The City and the Authority hereby declru·e their express intent that the covena11ts and restrictions set fmih in this Regulatory Agreement shall nm with the land, and shall bind all successors to the Authority. Each and every contract, deed or other instrument hereafter executed covering or conveying an interest in the Prope1ty or any p01tion

thereof shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Property from the requirements of this Regulato1y Agreement.

7. ENFORCEMENT AND REMEDIES
A. Remedies. Subject to the notice and cure rights of the Authority set forth in Section 4 F of this Regulatory Agreement, in the Event of Default of any of the terms or conditions of this Regulatory Agreement by Authority, its administrators or assigns, City may pursue the remedy thereof by any and all means of enforcement, both in equity and at law, as provided by the laws of the State of California, including, but not limited to, injunctive relief and/or specific performance, B. Rights of the City. The City has the right to enforce all of the provisions of this Regulatory Agreement. This Regulato1y Agreement does not in any way infringe on the right or duties of the City to enforce any of the provisions of the Riverside Municipal Code including, but not limited to, the abatement of dangerous buildings. In addition to the general rights of enforcement, the City shall have the right, through its agents and employees, to enter upon any part of the Site for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of the City, and for maintenance and/or repair of any or all publicly owned utilities.

C. Jurisdiction and Venue. Legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California. The Authority specifically waives any rights provided to it pursuant to California Code of Civil Procedure Section 394 or state stah1tes or judicial decisions of like effect.

D. Right of Entry. The City has the tight of entry at reasonable hours and upon and after reasonable attempts to contact the Authority, to effect emergency repairs or maintenance which the Authority has failed to perfonn. Subsequent to sixty (60) days written notice to the Authority specifically outlining the noncompliance, the City shall have the right of enhy at reasonable hours to enforce compliance with this Regulatory Agreement which the Authority has failed to perform.

E. Costs of Repair. The costs borne by the City of any such repairs or maintenance emergency and/or non-emergency, shall become a charge for which the Auth01ity shall be responsible; and may, if unpaid, be assessed as a lien against the Property.

F. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Regulatory Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive.

G. · Failure to Enforce. The failme to enforce any of the covenants contained in this Regulatory Agreement shall not constitute a waiver of the right to enforce the same thereafter,

8. HOLD HAR1'1LESS
The Authority agrees to defend and to hold the City and its respective officers, agents, employees, representatives, elected and appointed boards and officials harmless from liability for

damage or claims for any type of damage including, but not limited to, personal injmy and claims for property damage, which may arise from the activities of the Authority or those of the Authority's contractors, subcontractors, agents, employees or other persons acting on the Authority's behalf and which relate to the Project. The Authority agrees to and shall defend the City and its respective officers, agents, employees, representatives, elected and appointed boards and officials from any action for damages caused or alleged to have been caused by reason of the Authority's activities in connection with the Project.

9. THIRD PARTY BENEFICIARIES
This Regulatory Agreement is made and entered into for the sole protection and benefit of the City, its successors and assigns, and the Authority, its pennitted successors and assigns, and no other person or persons shall have any right of action hereon.

10. RECORDATION
The Authority agrees that this Regulatory Agreement and any amendment or cancellation hereof shall be recorded in the official records of Riverside County by Authority within ten (10) days of the date of this Regulatory Agreement and within ten (10) days after any amendment or cancellation hereof.

11. NOTICE
Unless otherwise specified in this Regulatory Agreement, it shall be sufficient service or giving of any notice, request, certificate, demand or other communication if the same is sent by (and all notices required to be given by mail will be given by) first-class registered or certified mail, postage prepaid, retmn receipt requested, or by private courier service which provides evidence of delivery. Unless a different address is given by any party as provided in this Section, all such communications will be addressed as follows:

To City:

To Authority:

City of Riverside
Attn: City Manager and Housing Project Manager
3900 Main Street
Riverside, California 92522
Housing Authority of the City of Riverside
Attn: Executive Director and Authority Program
Manager
3900 Main Street
Riverside, CA 92522
Any Notice shall be deemed received immediately if delivered by hand and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.

12. WAIVER
Failure by a party to insist upon the strict performance of any of the provisions of this Regulatory Agreement by the other party or the failure by the party to exercise its 1ights under or

upon a default by the other party herein shall not constitute a waiver of such party's right to demand strict compliance from such other party in the future.

13. SEVERABILITY
If any one or more of the provisions contained in this Regulatory Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Regulato1y Agreement, and this Regulatory Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein.

14. CAPTION AND PRONOUNS
The captions and headings of the various sections of this Regulatory Agreement are for convenience only, and are not to be constrneci as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable.

15. MODIFICATION OF AGREEMENT
This Regulato1y Agreement may be modified or amended by mutual consent of the Authority and City provided that all amendments are in writing and signed by all of the parties hereto.

16. SOLE AND ONLY AGREEMENT
This Regulatory Agreement, the · Development Agreement and all of the attachments thereto and incorporated therein integrate all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Property. In the event of a conflict between this Regulat01y Agreement and the Development Agreement, the provisions of this Regulatory Agreement shall control.

The City and the Authority acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Regulatory Agreement or any representations inducing the execution and delivery, except representations set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Regulatory Agreement. The City and the Authority fmther aclmowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. [SIGNATURE PAGE FOLLOWS]

IN 'WITNESS WHEREOF, the Parties hereto have executed this Regulatory Agreement as of the date and year set fo1th below.

CITY
CITY OF RIVERSIDE, a California
charter city and municipal corporation
By: -----------
City Manager
Dated: ---- ------
ATTEST:

By: - --------­
City Clerk
APPROVED AS TO FORM:

By: ------ -----
Deputy City Attorney

AUTHORITY

HOUSING AUTHORITY OF THE CITY
OF RIVERSIDE, a public entity
By: ---- ----- --
Executive Director
Dated: ___ ______ _
ATTEST:

By: -----------
Housing Authority Secretary
APPROVED AS TO FORM:

By:--- --- - - ­
Agency General Counsel
EXHIBIT "A"

LEGAL DESCRIPTION
[Attached]
EXHIBIT "A"

LEGAL DESCRIPTION
Address: 2825-2841 Mulberry Street
APN: 209-222-015, 209-222-026 & 209-222-027
That certain real property located in the City of Riverside, County of Riverside, State of California, described as follows:

Lot 8, Lot 9, Lot 16 and Lot 17 of McMullen Subdivision as shown by Map on file in Book 7 of Maps at Page 11 thereof, Records of Riverside County, California.

This description was prepared by me or under my direction in conformance with the requirements of the Land Surveyors Act. ~~~_c?._---=· "§=--ce::=-__ ___;_G;.---=-½__,_'14/i-'--'8 Prep.@ Curtis C. Stephens, LS. 7519 Date
18 15
14 11
McMULLEN

SUBDIVISION
M.8, 7 /11
6 7
• CITY OF RIVERSIDE, CALIFORNIA•

THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT A PART OF THE WRITTEN DESCRIPTION THEREIN. SHEET 1 OF 1 SCALE: 1"=40' DRAWN BY: CURT OAT£: 5/14/19 SUBJECT: 2825-2841 MULBERRY STREET ATTACHMENT NO. 7

RENT SCHEDULE
44 Efficiency $770
One Bedroom $825

MULBERRY VILLAGE PROJECT

RENT SCHEDULE
ATTACHMENT NO. 8

REQUEST FOR NOTICE OF DEFAULT
45 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO: )
)
)
City of Riverside )
3900 Main Street )
Riverside, CA 92522 )
Attn: Housing Project Manager )
Pro'ect:
)
(Space above for Recorder's Use Only)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103.

REQUEST FOR NOTICE OF DEFAULT
(Untler Section 2924b Civil Code)
In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded on ------ , 20_, in Book .. Page . Official Records of Riverside County, California, executed by ___________ , a California _______ , as Truster, in which the CITY OF RIVERSIDE, a California municipal corporation is named as Beneficiary, and ________________ __________ as
Trustee, be mailed to:

NOTICE:

City of Riverside
3900 Main Street
Riverside, California 92522
Attn: City Manager
A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded.

CITY OF RIVERSIDE, a California charter city
and municipal corporation
By:

City Manager
ATTACHMENT NO. 9
BONDS
46 ATTACHMENT NO. 9

PERFORMANCE BOND
Bond No.

Premium:

KNOW ALL PERSONS BY THESE PRESENTS THAT:

WHEREAS, on _______ 2023, the HOUSING AUTHORITY OF THE CITY OF RIVERSIDE ("AUTHORITY") awarded to HABIT AT FOR HUMANITY RIVERSIDE, INC., a California nonprofit co1·poration1 2180 Iowa Avenue, Riverside, CA 92507("PRINCIPAL") a contract for performance of the work .described as the Mulberry Village Development Project ("CONTRACT"), the terms and conditions of which are incorporated herein by reference; and WHEREAS, the CONTRACT requires PRINCIPAL to furnish this Perfonnance Bond ("BOND") to guarantee PRINCIPAL's faithful performance of all provisions of the CONTRACT; and
WHEREAS, _____________ ("SURETY"), a corporation legally authorized to execute and furnish performance bonds as sole surety in the State of California, is willing to act as PRINCIPAL's SURETY in the making and giving of this BOND.

NOW, THEREFORE, we PRINCIPAL and SURETY hereby hold and firmly bind ourselves to pay to CITY in lawful United States currency the principal sum of Four Hundred Thirty-Eight Thousand One Hundred Seventeen Dollars and Seventy-Two Cents ($438,117.72), for which payment well and trnly to be made to CITY or CITY's successors or assigns we hereby bind omselves and our heirs, legal representatives, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS BOND IS THAT IF PRINCIPAL or PRINCIPAL's heirs, legal representatives, successors or assigns shall in all things stand to, abide by, and well and truly keep and faithfully petform all of the covenants, conditions and promises in the CONTRACT, including its work Guaranty, and all alterations thereof made as therein provided on PRJNCIPAL's part to be kept and perfo1med at the time and in the manner specified therein, and in all respects according to their true intent and meaning, and shall indemnify and save harmless CITY and CITY's officers, employees and agents as therein specified, then this obligation shall become null and void; otherwise, it shall be and remain in full force and binding effect.

SURETY hereby agrees that no change in the terms of the CONTRACT or the work to be performed thereunder, or any extension of time for completion thereof, shall in any way relieve it of its obligations under this BOND, and hereby waives notice of any change or extension thereof, and further waives the provisions of California Civil Code sections 2819 and 2845.

If suit is brought by the CITY on this BOND, SURETY shall pay to the CITY, over and above the principal sum hereof, reasonable attorneys' fees and costs which the court is hereby authorized to award. PRINCIPAL and SURETY agree that this BOND shall not be . considered a part of the CONTRACT, that this BOND is a separate obligation from the CONTRACT, and that any attorneys' fee . provision contained in this BOND shall not apply to the CONTRACT. In the event there is any littgation between PRINCIPAL and the CITY arising from the CONTRACT, neither PRINCIPAL nor the CITY will be entitled to recover attomeys' fees as against the other.

IN WITNESS WHEREOF, we sign and seal this BOND on ________ , 2023.

Correspondence or claimsrelating to
this BOND should be sent to SURETY at
the following address:

Telephone No. _ ___ ___ _
Note: Signatures of those executing for
SURETY must be acknowledged, and a
Power of Attorney attached.

HABITAT FOR HUMANITY RIVERSIDE, INC.

Principal
By: ____ ____ __ (Seal)
Typed Name and Title
Surety
______________ (Seal)
Attorney-In-Fact
Typed Name and Title

PAYMENT BOND
KNOW ALL PERSONS BY THES:11 PRESENTS THAT:

Bond No.

Premium:

WHEREAS, on _____ __ , 2023, the HOUSING AUTHORITY OF THE CITY OF RIVERSIDE ("AUTHORITY") awarded to HABITAT FOR HUMANITY RIVERSIDE, INC., a California nonprofit corporntion, 2180 Iowa Avenue, Riverside, CA 92507("PRINCIPAL") a contract for performance of the work described as the Mulberry Village Development Project ("CONTRACT"), the terms and conditions of which are incorporated herein by reference; and WHEREAS, the CONTRA CT requires PRINCIPAL to furnish this PaymentBond ("BOND") to secure payment of the claims of persons described in California Civil Code section 3248(b); and WHEREAS, _ ___________ _ _ ("SURETY"), a corporation legally authorized to execute and furnish payment bonds as sole surety in the State of California, is willing to act as PRINCIPAL's SURETY in the giving of this BOND.

NOW, THEREFORE, we PRINCIPAL and SURETY hold and finn1y bind ourselves lmto CITY and all persons and entities described in California Civil Code section 3248(b) whose claims are not paid by PRINCIPAL in the total sum of Four Hundred Thil'ty-Eight Thousand One Hundred Seventeen Dollars and Seventy-Two Cents ($438,117.72), for which payment well and truly to be made we bind ourselves and our heirs, legal representatives, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS BOND IS THAT IF PRINCIPAL or PRINCIPAL's successors, assigns, or subcontractors fail to pay any of the persons described in California Civil Code section 3181, any amounts due under the California Unemployment Insurance Code with respect to work or labor performed under the CONTRACT or any amounts required to be deducted, withheld and paid over to the California Employ111ent Development Department from the wages of employees of PRINCIPAL and PRINCIPAL's subcontractors pursuant to California Unemployment Insurance Code section 13020 with respect to such work and labor, SURETY will pay for the same in an amount not exceeding the sum stated above, plus all costs and reasonable attorney's fees awarded by any court of competent jurisdiction in any lawsuit brought upon this BOND.

THIS BOND SHALL INURE TO the benefit of all persons and entities described in California Civil Code section 3248(b) so as to give them or their assigns a right of action in any lawsuit brought upon this BOND, and is executed and filed to comply with the Public Works Payment Bond provisions of Chapter 7, Title 15, Part 4, Division 3 of the California Civil Code (commencing at Section 3247) and all amendments thereto, which provisions are incorporated herein by this reference.

IN WITNESS WHEREOF, we sign and seal this BOND on-------~ 2023.

Correspondence or claims relating to
this BOND should be sent to SURETY at
the following address:

Telephone No. ___ _ ___ _
Note: Signatures of those executing for
SURETY must be acknowledged, and a
Power of Attorney attached.

HABIT AT FOR HUMANITY RIVERSIDE, INC.

Principal
By: __________ (Seal)
Typed Name and Title
Surety
_____________ (Seal)
Attorney-In-Fact
Typed Name and Title
Rev. 6/1/13