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Item 4.05 Neighborhd Stabilization
G~~~ OF DU~Ir~ /// '`~~~jZ ~~ O~LIFOR~~~ STAFF REPORT CITY C L E R K DUBLIN CITY COUNCIL File # ^® O^0-^® DATE: December 15, 2009 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager SUBJE Consortium Agreement with Alameda County for Round 2 Neighborhood Stabilization Program Prepared By: John Lucero, Housing Specialist EXECUTIVE SUMMARY: The City Council entered into a Consortium Agreement with the County and cities within Alameda County to apply for Round 2 Neighborhood Stabilization Program funds that were authorized through the American Recovery and Reinvestment Act of 2009. Alameda County is taking the lead role in the process and would administer the Program. In anticipation that the Application will be approved, Alameda County has requested that each of the cities within the Consortium enter into a separate Consortium Funding Agreement with the County that would be required by the United States Department of Housing and Urban Development (HUD) should the Application be approved. The City Council will consider whether to approve the proposed Consortium Funding Agreement. FINANCIAL IMPACT: There is no cost to entering into the Consortium Funding Agreement with the County. The County will administer the Program on behalf of all the Consortium member jurisdictions. RECOMMENDATION: Staff recommends the City Council adopt the Resolution Approving a Consortium Funding Agreement with the County of Alameda for the purpose of implementing the Neighborhood Stabilization Program -Phase 2 in the Alameda County Consortium Jurisdiction. Submitted By Com unity Development Director Revie By Assistant City Manager Page 1 of 3 ITEM NO. •~ DESCRIPTION: The Neighborhood Stabilization Program (NSP) was originally signed into law by former President- Bush on July 30, 2008 as part of the Housing and Economic Recovery Act (HERA). Additional funding for the Round 2 Neighborhood Stabilization Program (NSP2) was secured by President Obama under the American Recovery and Reinvestment Act of 2009. The Program provides targeted assistance to state and local governments to acquire and redevelop abandoned and/or foreclosed homes and residential properties that might otherwise become sources of blight within their communities. Unlike the first NSP program, NSP2 is a nationwide competitive application, requiring a minimum request of $5,000,000 and the completion of a minimum of 100 homes with the funding received. Alameda County Consortium Application The City of Dublin entered into a Consortium Agreement in July 2009 to apply for funds under the NSP2 (Attachment 1). The Consortium consists of the cities of Dublin, Emeryville, Fremont, Hayward, Livermore, Newark, Pleasanton, San Leandro, Union City and the unincorporated County. Alameda County represents the Consortium as the Lead Member. The Alameda County NSP2 Consortium Application was submitted requesting $11,000,000 and promises to complete 100 homes over a 3 year period. Funds would be administered by Alameda County, and provided to nonprofit developers to purchase, rehabilitate and resell or rent to low and moderate income households. The Consortium Agreement sets forth that: • Alameda County HCD would serve as the lead for purposes of preparing the subsequent contractor selection process (including potential additional Request for Qualifications/Proposals (RFQ/RFP)) for non-profit developments to acquire and rehabilitate foreclosed properties, completing the required environmental review,. and entering into sub-recipient agreements with non-profit developers. • A pool of non-profit developers will be selected through either the previously held RFQ/RFP process or an additional one to be conducted subsequent to award of funds, that will acquire and rehabilitate foreclosed upon properties, or vacant and abandoned properties. • Twenty-five percent of the NSP2 funds must be used to serve households at very low income (50% of the Area Median Income). Units renovated at these levels will be offered as rental units. • The remainder of funds will be used to serve lower income households as first-time homeownership opportunities. • Because funds must be committed in a short time-frame (50% within 24 months) and 100 units must be completed in the Program, funds will be released on a first-come, first- served basis to the non-profit partners. Page2of3 • Non-profits will collaborate with local city staff to ensure that up-to-date foreclosure data and other local housing issues are communicated to the non-profits. • The County will enter into separate Consortium Funding Agreements with the cities of Emeryville, San Leandro, Newark, Pleasanton, Livermore, Dublin, Fremont, Hayward, Pleasanton, and Union City. • The program guidelines and criteria for making decisions on first time homebuyer loans and where homes would be purchased will be developed should the funds be granted, therefore, it is unknown at this time the level of Dublin's participation in the program. As noted above, HUD requires a Consortium Funding Agreement (Exhibit A to Attachment 2) to be entered into by all the members of the Consortium to be eligible for funding the proposed Program. The Consortium Funding Agreement includes these terms: • Alameda County HCD will serve as lead member and enter into standard agreement with HUD should the Consortium be funded. • Alameda County HCD will serve as the program manager, and operate the funds on behalf of the Consortium. • There will be a steering committee established to oversee the expenditure of the NSP2 funds. • A budget will be established that will set forth the allocation for the use of the funds. • The County will report on outcomes of the NSP2 Grant and all activities funded by the Grant; • Program requirements and timetables will be established for completion of NSP2 activities. • The County will undertake the required environmental review for any funded activity. NOTICING REQUIREMENTS/PUBLIC OUTREACH: This item was listed on the City Council Agenda which was posted as required by law. ATTACHMENTS: 1. July 7, 2009 City Council Staff Report with Attachments, including the executed Consortium Agreement. 2. Resolution of the City Council of the City of Dublin Approving a Consortium Funding Agreement with the County of Alameda for the Purpose of Implementing the Neighborhood Stabilization Program -Phase 2 in the Alameda County Consortium, with the Consortium Funding Agreement Neighborhood Stabilization Program 2 between County of Alameda and City of Dublin Attached as Exhibit A. Page 3 of 3 OFDU~~~ CITY CLERK ~~ 111 File # ^®©~'~~ -f-~ 82 C~ ~ ~ ~ a .C'.~~t,.~,ra~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: July 7, 2009 SUBJECT: Consortium Agreement with the County of Alameda and cities within the County for the Purpose of Submitting an Application to the Department of Housing and Urban Development for the Neighborhood Stabilization Program, Phase 2. Report Prepared by John Lucero, Housing Specialist ATTACHMENTS: 1) Information on the Neighborhood Stabilization Program, Phase 2 (NSP2). 2) Map of Qualified Census Tracts in Alameda County for NSP2 Funding. 3) Resolution Authorizing the City Manager to Enter Into a Consortium Agreement with the County of Alameda and cities within the County for the Purpose of Submitting an Application to the Department of Housing and Urban Development for the Neighborhood Stabilization Program- Phase 2 Created Through the American Recovery and Reinvestment Act of 2009 with the Consortium Agreement attached as Exhibit A. RECOMMENDATION: Adopt a Resolution Authorizing the City Manager to Enter into a Consortium Agreement with the County of Alameda and cities within the County for the Purpose of Submitting an Application to the Department of Housing and Urban Development for the Neighborhood Stabilization Program- Phase 2 Created through the American Recovery and Reinvestment Act of 2009. FINANCIAL STATEMENT: There is no financial impact to the City of Dublin by entering into the Consortium Agreement with the County. The County will submit the application to the NSP2 Program on behalf of all the Consortium member jurisdictions and then run the Program on behalf of the cities should funds be granted. ________________________~__~_____~___________~__________________________-~ ~~ _ y ~s __ (~! ~ s r ~ ~ COPY TO: Attachment 1 Page 1 of 3 K: ISta.,tjReports- PC and CC120091CCWSP-2 7-7-091CCSR 7-7-09.doc v PROJECT DESCRIPTION: a~~a The Neighborhood Stabilization Program (NSP) was originally signed into law by former President Bush on July 30, 2008 as part of the Housing and Economic Recovery Act (HERA). The Program provides targeted assistance to state and local governments to acquire and redevelop abandoned and/or foreclosed homes and residential properties that might otherwise become sources of blight within their communities. While the Alameda County Urban County received an allocation in the 2008 funding, Dublin was assigned a low priority area by the Alameda County Housing and Community Development Department (HCD), and as such was not eligible for the first round funding. In February of 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (ARRA), which authorized an additional $2 billion nationwide for a second round of NSP which may be used for the same purposes as provided in the original NSP Program. In early May, HUD issued a Notice of Funding Availability and Program Guidelines for the NSP Round 2 (NSP2) funding (Attachment 1). Unlike the first round of NSP, allocation of NSP2 funding is competitive at the national level through the Department of Housing and Urban Development {HUD). The minimum application amount is $5 million and the recipient of NSP funds must deliver 100 productive units within 3 years. Unlike the first round, several more cities within Alameda County are qualified to apply for NSP2, including a portion of the City of Dublin, as shown on Attachment 2. NSP2 program has developed a set foreclosure related risk scores to designate if census tracts meets the minimum threshold for NSP2 funding. HUD's criteria for determining foreclosure risk draws upon neighborhood characteristics that are estimated to have high level of risk for foreclosure, notably a concentration of loans made between 2004 and 2007 that were determined to have been high cost relative to other loans made at the same time, highly leveraged loans, which are loans where the mortgage-to-income ratio is very high, falling home values and both the average unemployment rate for the County in 2008 and the change in average unemployment rate between 2007 and 2008. The qualifying threshold for the competition is an average index score of 18. Alameda County had determined that many of the cities in the County fit into this category, including four census tracts in Dublin (4501, 4504, 4505, and 4507.21). Alameda County Program Concept Staff met with representatives of Alameda County and other Alameda County cities in early June to discuss the potential of submitting a joint application to HUD for Round 2 NSP, with the intention of establishing a "consortium" or collaborative effort in order to be more competitive in the funding application. There is a very short turnaround on the application deadline of July 17, 2009. The funding application requires that participating entities of a joint application enter into a consortium agreement to establish the broad terms of participating. The discussions with the County and other jurisdiction representatives have focused on these broad parameters, should the Consortium receive competitive NSP2 funding: • Alameda County HCD would serve as the lead for purposes of submitting the application, preparing subsequent contractor selection procedures (including potential additional Request for Qualifications/Proposals (RFQ/RFP) for non-profit developers to acquire and rehabilitate foreclosed properties, completing required environmental review, and entering into sub-recipient agreements with non-profit developers; • A pool of non-profit developers will be selected, through either the previously held RFQ/RFP process or an additional one to be conducted subsequent to award of funds, that will acquire and rehabilitate foreclosed upon properties, or vacant and abandoned properties; Page 2 of 3 • 25% of the NSP2 funds must be used to serve households at very low income (50% of the Area Median Income). Units renovated at these levels will be offered as rental units; ~ ~,~ '~~ • The remainder of funds will be used to serve lower income households as first-t me homeownership opportunities; • Because funds must be committed in a short time-frame (50% within 24 months) and 100 units must be completed in the Program, funds will be released on a first-come, first-served basis to the non-profit partners; • Non-profits will collaborate with local city staff to ensure that up-to-date foreclosure data and other local housing issues are communicated to the non-profits; and • The County will enter Consortium Agreements with the cities of Dublin, Emeryville, Alameda, San Leandro, Newark, Pleasanton, Livermore, Fremont, Hayward, Pleasanton, and Union City. • The program guidelines and criteria for making decisions on first time homebuyer loans and where homes would be purchased will be developed should the funds be granted, therefore, it is unknown at this time the level of Dublin's participation in the program. The Resolution accompanying this report (Attachment 3) authorizes the City Manager to enter into the Consortium Agreement (Exhibit A to Attachment 3) with Alameda County and includes these terms: • The purpose of the Consortium is to submit a joint application for NSP2 Program grant funds; • Alameda County HCD will serve as lead member and enter into the standard agreement with HUD should the Consortium be funded; • Alameda County HCD will serve as the program manager, and administer the funds on behalf of the Consortium; • Each member city of the Consortium agrees to execute a funding agreement with the County by December 1, 2009 should the Consortium be funded, with greater detail on program requirements and timetables for completion of NSP2 activities; • The County will undertake required environmental review for any funded activity; and • The term of the agreement is until HUD either denies the application or all NSP2 funds are expended and activities are completed, whichever is earlier. The Resolution pertains to entering into a Consortium Agreement with the County of Alameda and cities within the County in order to apply for Neighborhood Stabilization Program Round 2 ("NSP2") funds made available when President Obama signed the stimulus package in February 2009. Due to the very tight timeframe on the release of the funding announcement and HUD's deadline for applications of July 17, 2009, Staff is recommending the City Council adopt the attached Resolution so that the City of Dublin may participate in the funding application. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution Authorizing the City Manager to Enter Into a Consortium Agreement with the County of Alameda and cities within the County for the Purpose of Submitting an Application to the Department of Housing and Urban Development for the Neighborhood Stabilization Program- Phase 2 Created Through the American Recovery and Reinvestment Act of 2009. Page 3 of 3 u~'~a 6/11/2009 Printer-friendly page from www.h... This page is located on the U.S. Department of Housing and Urban Development's Homes and Communities Web site at htto://www.hud.aov/offices/cod/co mmunitvdevelooment/oroarams/neiahborhoodsna/index.cfm. Neighborhood Stabilization Program Grants Y§ jY'si R'ML.' t; ;. . On May 4, HUD issued two NOFAS For the second round of NSP program funding, appropriated by the Recovery • Act. There will be two NSP2 competitions. Under the program round in this notice, states, local governments, non-profits and a consortia of non-profit entities will compete for up to ;1.93 billion of NSP2 funds to carry out neighborhood stabilization programs to combat the effects of home foreclosures. Applications for NSP2 program funds will be due ]uly 17, 2009. See NSP2 NOFA for details. Introduction Information by State ~] Esta paging en espanol Print version !'-~ NSP2-Correction NOFA +~ - NSP2 - NSP Foreclosure Need Map - NSP-TA - NSP1 The Neighborhood Stabilization Program (NSP) was - NSPi Federal Register BHdge Notice -Coming Soon established for the purpose of stabilizing - NSP1 Frequently Asked communities that have suffered from foreclosures Questions and abandonment. Through the purchase and - contact us redevelopment of foreclosed and abandoned homes and residential properties, the goal of the program is being realized. NSPi, a term that references the -- NSP funds authorized under Division B, Title III of - Requirements the Housing and Economic Recovery Act (HERA) of - Policy Guidance 2008, provides grants to all states and selected - NSP Contacts local governments on a formula basis. NSP2, a - Program Management term that references the NSP funds authorized Resources under the American Recovery and Reinvestment Act (the Recovery Act) of 2009, provides grants to states, local governments, nonprofits and a consortium of nonprofit entities on a competitive basis. The Recovery Act also authorized HUD to establish NSP-TA, a $50 million allocation made available to national and local technical assistance providers to support NSP grantees. NSP1 Under NSP1, HUD allocated $3.92 billion on a formula basis to 309 grantees including 55 states and territories and 254 selected local governments. The program was designed to stabilize communities across America hardest hit by foreclosures. Grant agreements for these funds have already been signed. N5P2 Under NSP2, HUD allocated $1.93 billion on a competitive basis to states, local governments, and non profit organizations. The program objectives and eligible uses did not change under the Recovery Act, but the allocation process and some regulations on the funds have changed. The deadline to apply for NSP2 funding is duly 17, 2009. See NSP2 NOFA for details. hud.gov/utilities/print/print2.cfm?... 5 °f,~, 6/11/2009 Printer-friendly page from www.h... NSP-TA Under NSP-TA, HUD allocated $50 million on a competitive basis to TA providers supporting HUD's community development program grantees and subrecipients. The NSP-TA program is open to both national and local TA providers. Applications are currently being reviewed, but new applications are no longer being accepted. Nature of Program NSP is a component of the Community Development Block Grant (CDBG). The CDBG regulatory structure is the platform used to implement NSP and the HOME program provides a safe harbor for NSP affordability requirements. NSP grantees develop their own p.rograrrs and funding priorities. However, NSP grantees must use at least 25 percent of the funds appropriated for the purchase and redevelopment of abandoned or foreclosed homes or residential properties that will be used to house individuals or families whose incomes do not exceed 50 percent of the area median income. In addition, all activities funded by NSP must benefit low- and moderate-income persons whose income does not exceed 120 percent of area median income. Activities may not qualify under NSP using the "prevent or eliminate slums and blight" or "address urgent community development needs" objectives. Eligible Uses NSP funds may be used for activities which include, but are not limited to: • Establish financing mechanisms for purchase and redevelopment of foreclosed homes and residential properties; • Purchase and rehabilitate homes and residential properties abandoned or foreclosed; • Establish land banks for foreclosed homes; • Demolish blighted structures; • Redevelop demolished or vacant properties Requirements There are a variety of statutory and regulatory limitations that appy to NSP. Allocations awarded under NSPl and NSP2 are restricted to the same eligible uses listed above, but NSP I awards are distributed on a formula basis while NSP II awards are distributed on a competitive basis. Please see links above for details on NSP I and NSP II. Contact Us If you would like additional information on the program please use this form to contact a HUD NSP Representative. To view frequently asked questions and responses visit this page. Content current as of it June 2009 U.S. Department of Housing and Urban Development 451 7th Street, S.W., Washington, DC 20410 Telephone: (202) 708-1112 Find the address of a HUD office near you hud.gov/utilities/print/print2.cfm?... 2/2 ~ y Berkeley ~~, , z~ vi - _ ,~ iedmo \ ~ ~ -~a NS Alameda Co ~_._J n Z.. 1 ,~ } ' - .. -..~ Z r~ 1 ~ ,Qtiame a } ,~ ~ ' .1 Oakland ~ ~ ~ ~ ' ~~ - `~~1 ~ 4301 Y ~~~ ~ ~, 483.01 ,t. Faistna~Yit ~3~~t ~~ ~ ~~ ~~~ ~ ~ ~ 4 ~~ab~eo `i it ,ti,'' k1 ~ 5t7?4 Ql SaaT~ qs ~_ ~ ~_ ~ ~.,.1 ~~eandrp , ~ , $ ,-cam 4~ ~~ 1 t~ z C~nv~~ & ~~ ~- .t ~ ~= .~.- o ~ ~ 3& irvievr :rw 45 2 L e nzo w d cry P ._ , ~ s 43 1 ~ d 2~?1 "92, , `4382,02 X38 171 Union City 443.0. 3.Ot 44fl3: ''rt ~ ~ Sun '}4.Cy1 '~ ~``~_~ Fremon ~ ~i `-- +j' U ~ 4'18.t~,15419.01. 4~1 417 ~~ 4426 ` ~' ~ ~__._ _...__.___......_._ ......_ -- _.___ y 4442: ~ Berkeley & Oakland not included o4 ~~ Newatk 4431A1 ~~ '.' 443 ~ 444$ City Limits ~~ ,___ , ' '~ - _ ,, ~JSP2 Eligible j _._, _ c' 4d15~D3 ~._._.; County Rleighborhood Boundaries ~ ~~ _____ _ ~,r--- ~ ---. _. 1 ,~' `~ D Mile ~~ Source: HUD NSP2 Eligible Areas by Census Trac' Tiger 2i30fl, U.S. Census Bureau and Alam --, ~ -~~ ,. A Y \~'' ~etksle ?`s ~~ 1 Y Al~me~a Co vi .,~ 13'' ,? --,i; ; iedmo ~~~' _ 1 \~.-~~.,r '' ~ rrr _=~ .--. ti , ~,~ ~-1'i!~ 1 ` ~--.-• l' fir' -, 1 l ~1 i ~~ \~ ~~~ ~8r,e Oakland _ - r ~;~ >~ < ~ ~~ 4301 ~, ~t>~ .~' 3:07 ` \ FairmWtit ij EI~1'' 7idJ~ 1 ~ i p •4~ ~ ~,yi~l s ~ 'Ridges d3C~'d /-~ ~•a t r ,.~ ~ ~ 0 4 Ctro ~~ ~,~~` .~,,,"' `~ 1J4 4/ '~~ ~ S2N'1; As ` n ~ :~ ~ '; . eandr0 338 ,», ~- •' 1 1 ~ n 2 IV8 »35$ rryF nY~1 ~a~ - ,~,.-.'i~t ~V 36 airv~ew`~. 45 2 Lorer~i~o~~ HR w d ~~ F -- _ ,~ 43 1 Mt Eden. r+ 'Haywat~d ~~ s2. 4 2,01 ~~ ~43az.oz a3s Unian City 403-024 03.41 4403. Z...~^~.. ~, F_, '" $Un ~. ~a:q~ ,~ ~ Fremon ~. ,, ~_ ~ s. a4~ s.o, . ' 4 i~~. ~~ ~.t a~zs~; t~~ ; ____._.~._..._...__.._.._...._._.__.._~_._........._.._..._._._.__.__.._ ~ as a 2 ° . ---._ ~ Berkeley & Oakland not included ~ e~ ~, _ Newark ~~~`~~ ~~` 44344.36 ~ _._ ,, City Limits ;, _ _= NSP2 Eligible ~ __ ~._._ ;County Neighborhood Boundaries 1 44,SU3 3 Mi~@ /~ Source; HU© NSP2 Eligible Areas by Census Trac `' Tiger 200fl, U.S. Census Bureau and Alam •r RESOLUTION NO. XX-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONSORTIUM AGREEMENT WITH THE COUNTY OF ALAMEDA AND CITIES WITHIN THE COUNTY FOR THE PURPOSE OF SUBMITTING AN APPLICATION TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FOR THE NEIGHBORHOOD STABILIZATION PROGRAM -PHASE 2 CREATED THROUGH THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009. WHEREAS, the American Reinvestment and Recovery Act of 2009 includes an allocation of funds for additional activities under Division B, Title III of the Housing and Economic Recovery Act of 2008, and the additional funds are referred to as the Neighborhood Stabilization Program 2 ("NSP2"); and WHEREAS, the purpose of NSP2 is to assist in the redevelopment and rehabilitation of abandoned and foreclosed properties, and NSP2 is a component of the federal Community Development Block Grant Program ("CDBG"); and WHEREAS, on May 4, 2009, the United States Department of Housing and Urban Development ("HUD") issued a Notice of Fund Availability ("NOFA") seeking applications for grants of NSP2 funds for the purpose of carrying out neighborhood stabilization programs; and WHEREAS, the NOFA permits a consortium of nonprofit entities (which may include governmental entities, local governments, and private nonprofit organizations) to apply for NSP2 funds; and WHEREAS, the County of Alameda, (the "County"), the City of Dublin, a municipal corporation ("Dublin"), the City of Alameda, a municipal corporation ("Alameda"), the City of San Leandro, a municipal corporation ("San Leandro"), the City of Hayward, a municipal corporation ("Hayward"), the City of Union City, a municipal corporation ("Union City"), the City of Fremont, a municipal corporation ("Fremont"), the City of Newark, a municipal corporation ("Newark"), the City of Pleasanton, a municipal corporation ("Pleasanton"), the City of Emeryville, a municipal corporation ("Emer n~~ille"), and the City of Livermore, a municipal corporation ("Livermore"), wish to form a consortium ("Consortium") for the purpose of submitting an application to HUD for NSP2 funds and together constitute the Consortium Members; and WHEREAS, Alameda County Housing and Community Development Department is designated as the lead member (the "Lead Member") of the Consortium and will submit a grant application for NSP2 funds to HUD on behalf of the Consortium in the minimum amount of Five Million Dollars ($5,000,000) (the "Application") by HUD's deadline of July 17, 2009, and will act in a representative capacity for all Consortium Members in the submission of the Application; and WHEREAS, if the Application is approved by HUD, the County will be the direct grant recipient, will execute the NSP2 grant standard agreement with HUD on behalf of the Consortium, -and will administer the NSP2 grant in accordance with NSPZ program requirements; and WHEREAS, in order to submit the Application, it is necessary for each Consortium Member to enter into a Consortium Agreement with the County. Page 1 of 2 ~ ~ --a NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin hereby authorizes the City Manager to enter into a Consortium Agreement with Alameda County and the Consortium Members, attached hereto as Exhibit A, for the purpose of submitting an application for NSP2 funds. PASSED, APPROVED AND ADOPTED this 7`h day of July, 2009 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST City Clerk K: IStaJfReports- PC and CCI20091CCWSP-2 ~-7-091m1s emeryville NSP2 Reso.doc Page 2 of 2 i~ ~ --a CONSORTIUM AGREEMENT ALAMEDA COUNTY NEIGHBORHOOD STABILIZATION PROGRAM 2 PHIS CONSORTIUM AGREEMENT ("Agreement") is entered into as of July 1, 2009, and is between the County of Alameda, a political subdivision of the State of California (the "County"), the City of Emeryville, a municipal corporation ("Emer, v~ille"), the City of San Leandro, a municipal corporation ("San Leandro"), the City of Hayward, a municipal corporation ("Hayward"), the City of Union City, a municipal corporation ("Union City"), the City of Fremont, a municipal corporation ("Fremont"), the City of Newark, a municipal corporation ("Newark"), the City of Pleasanton, a municipal corporation ("Pleasanton"), the City of Dublin, a municipal corporation ("Dublin"), and the City of Livermore, a municipal corporation ("Livermore"}. Each of the parties to this Agreement is a "Member." Dublin, Emeryville, Fremont, Hayward, Livermore, Pleasanton, Newark, San Leandro, and Union City are the "Cities". RECITALS A. The American Reinvestment and Recovery Act of 2009 includes an. allocation of funds for additional activities under Division B, Title III of the Housing and Economic Recovery Act of 2008. The additional funds are referred to as the Neighborhood Stabilization Program 2 ("NSP2"}. The purpose of NSP2 is to assist in the redevelopment acid rehabilitation of abandoned and foreclosed properties. NSP2 is a component of the federal Community Development Block Grant Program ("CDBG"}. B. On May 4, 2009, the United States Department of Housing and Urban Development {"HUD") issued a Notice of Fund Availability ("NOFA") seeking applications for grants of NSP2 funds for the purpose of carrying out neighborhood stabilization programs. The NOFA permits a consortium of nonprofit entities {which may include governmental entities, local governments, and private nonprofit organizations) to apply for NSP2 funds. C. Each Member of this Agreement is either a governmental entity, or a local government. D. Together, the Members have the capacity and experience to conduct an NSPZ program in Alameda County that is in compliance with NSP2 requirements (the "NSP2 Program"). I~ 0~~1 E. The purpose of this Agreement is to form a consortium that will (i) apply for NSP2 funds and, if funded, {ii) carry out the NSP2 Program (the "Consortium"). The parties therefore agree as follows: AGREEMENT 1. Formation of Consortium. The parties hereby form the Consortium for the purpose of {i) preparing and submitting a joint application for a grant of NSP2 funds in support of the NSP2 Program, and, if funded, (ii) jointly carrying out the NSP2 Program. 2. Lead Member. Alameda County is designated as the lead member (the "Lead Member") of the Consortium and, acting through its Housing and Community Development Department, is hereby authorized to submit a grant application for NSP2 funds to HUD on behalf of the Consortium in the minimum amount of Five Million Dollars ($5,000,000) (the "Application"). If the Application is approved by HUD, the Lead Member will be the direct grant recipient acid will execute the NSP2 grant standard agreement with HUD on behalf of the Consortium. The Lead Member is authorized to act in a representative capacity for all Members in the submission of the Application. If the Application is approved, the Lead Member will administer the NSP2 grant in accordance with all NSP2 program requirements and the Application. 3. Cooperative Effort. All Members shall cooperatively carry out the NSP2 Program, if funded, as defined in the Application. As part of the cooperative effort, Members may form a steering committee to provide guidance and oversight to the implementation of the NSP2 Program. Each Member shall carry out those NSP2 activities ascribed to it in the Application. 4. Funding Agreements. Each Member agrees to execute a Consortium funding agreement with the Lead Member no later than December 1, 2009, if so requested by I-IUD after its initial screening of the Application. The Consortium funding agreement will describe the specific activities to be carried out by the Lead Member, and the other participating Members as needed, under the NSP2 Program, the NSP2 funds allocated to the Members' activities, timetables for completion of the Members' activities, and the Members' obligation to comply with applicable NSP2 program requirements. In the event of a conflict between this Agreement and the Funding Agreements, the Funding Agreements shall prevail. Environmental Review. The Members hereby authorize the County and the Cities to undertake environmental review of any NSP2 activity located within their jurisdictions as required by the National Environmental Policy Act of 1969 and related federal environmental authorities and regulations at 24 CFR part 58. 2 la ~-la The Application will not include activities outside the jurisdiction of the County or the Cities. Phis Agreement is not a project under the California Environmental Quality Act as it is a governmental funding activity that does not involve a commitment to any specific project site (CEQA Guidelines Section 15378(b)(4)). 6. Internal Audits. The Application wiiI include a description of the internal audit pxocess to be carried out by Members to audit NSP2 Program activities (the "Audit Process"). Each Member shall cooperate in the Audit Process. 7. Term of Agreement. This Agreement is in effect until (i) HUD reaches a final decision to deny the Application in its entirety, or (ii) all NSP2 funds and any program income received pursuant to the Application are expended and the funded activities completed, whichever is earlier. Members may not terminate or withdraw from the Agreement while it remains in effect. 8. Amendments.. No amendment or modification to this Agreement is valid unless made in writing and approved and signed by the Members. This Agreement supersedes any oral promises, representations, or other agreements with respect to the subject matter of this Agreement. 9. Remedy. The sole remedy for violation of this Agreement is the specific performance of this Agreement. Members waive their respective rights to trail by jury of any claim or cause of action arising out of this Agreement. Members have no liability for damages to one another or to any other person or entity resulting from any violation of this Agreement. 10. Approval of Agreement. By execution of this Agreement, the signatories of each Member certify and represent that this Agreement has been authorized by its governing body or authorized officer, as applicable. I i. Counterparts. This Agreement may be executed in counterparts. [Remainder of Page Intentionally Left Blank] 3 13 ~- ~ 2 12. The parties are executing this Agreement as of the date first written above. COUNTY ALAMEDA COUNTY County, a political Subdivision of the State of California <.. By: ' Chris Bazar, Director Community Development gency 4 i~~~~ APPROVED AS TC) F`~~0~ RM F3Y: City Attorney 2009 C.IT'Y OP EMERYVILLE By: Name and 'I'i~le) of Authorized Person) Note: Two officers must sign on behalf of corporations. The first signature must be that of the chairman of the board, president, or vice president; the second signature must be that of the secretary, assistant secretary, chief financial officer or assistant controller. N:1EOH\PrivatelS#aff Reports\2009-2nd qtr\06-18-09\Federal Funding Priority List Amendment\CONSORTIUM AGREEMENT NSP2.doc 5 ~5 ~-~a Signature pages - one for each city CITY OF SAN LI+;ANDRO A Municipal Corporation Stephen L. Hollister By: Lukes`~ '~ Comtntmity .Development Director Note: Two officers must sign on behalf of corporations. The first signature must be that of the chairman of the board, president, or vice president; the second signature must be that of the secretary, assistant secretary, chief financial officer or assistant controller. 5 ~~ b~~~ CI"I'Y: CITY OF HAYWARD, a municipal corporation By: ~~~~ ~iy'Ylr~' Maureen Conneely, Assistant it Attorney ATTEST ..~___ City Glerk . 5 APPROVED AS TO FORM Michael S. Lawson, City Attorney 1 ~ ~- `I ~ Signature pages -one for each city CITY OF UNION CITY A Municipai Corporation "Subrecipient" Larry C ves City M ger J t APPROVE ~jT O : %~ '~ /~.~~e~s/~.~ Michael Ribac City Attorney 5 ~~ ~-,~ Signature pages - one for. each city ~~., City of I=remont, a municipal corporation ~y. ~ , ,~ . h~~~.ISSASTEV~~~S~N UlLE ~e~utY ~i~ Manager (Signature of fl.uthorized Person) By: Harriet Commons, l+inance Director (Signature of ~luthorired Person) Note: Two officers must sign on behalf of corporations. "I'he first signature must be that of the chairman of the board, president, or vice president; the second signature must be that of the secretary, assistant secretary, chief financial officer or assistant controller. ~~0~~~ fi0 5 ,q D~--,a CITY OF NEWARK a municipal corporation lay ~~ Alan L. Nagy, May mpore Date ~~° 9~v 9 Attest: ~~ ~ L~ Kathleen L. Slafter, Deputy City Clerk Date 7~Q g~~ Approved as to form: ~---- Gary Galliano, City Attorney Date y'7~o 9 ~~ 9 5 ao ~- ~ a Signature pages - one for each city City of Pleasanton, California, a municipality Hy: Nelson Fialho, C~~ M ager ~~M ~ ~ ~. (Signature) ai ~ -~~ 11. Counterparts. This Agxeemen# maybe executed in counterparts. The parties aze executing this Agzeement as of the date fizst written above. Approved as fo form: .... _ City Aito`iney .,--~'` CITY OF DUBLIN ~I ~.~ ~, ~ , ' _.. By: ~ ?~~ Joni Pattillo, City Manager Attest: /(,f'c~ ~ > Caroline Soto, City Clerk as ~-~~ CITY OF LIVERMORE, A municipal corporation By: ~~~'~iL(G~Jc. ~~ Linda $arton, City Manager Susan Gibbs, City Clerk Approved as to Form: r Jason A la, s ant ~i'-fy 7~t~rney Note: Two officers must sign on behalf of corporations. The first signature must be that of the chairman of the board, president, or vice president; the second signature must be that of the secretary, assistant secretary, chief financial officer or assistant controller. 5 a~ ~- -~~. RESOLUTION NO. XX - 09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A CONSORTIUM FUNDING AGREEMENT WITH THE COUNTY OF ALAMEDA FOR THE PURPOSE OF IMPLEMENTING THE NEIGHBORHOOD STABILIZATION PROGRAM -PHASE 2 IN THE ALAMEDA COUNTY CONSORTIUM WHEREAS, the American Reinvestment and Recovery Act of 2009 includes an allocation of funds for additional activities under Division B, Title III of the Housing and Economic Recovery Act of 2008, and the additional funds are referred to as the Neighborhood Stabilization Program 2 (NSP2); and WHEREAS, the purpose of NSP2 is to assist in the redevelopment and rehabilitation of abandoned and foreclosed properties, and NSP2 is a component of the federal Community Development Block Grant Program (CDBG); and WHEREAS, on May 4, 2009, the United States Department of Housing and Urban Development (HUD) issued a Notice of Fund Availability (NOFA) seeking applications for grants of NSP2 funds for the purpose of carrying out neighborhood stabilization programs; and WHEREAS, the NOFA permits a consortium of nonprofit entities (which may include governmental entities, local governments, and private nonprofit organizations) to apply for NSP2 funds; and WHEREAS, the County of Alameda, the City of Emeryville, a municipal corporation, the City of Alameda, a municipal corporation, the City of San Leandro, a municipal corporation, the City of Hayward, a municipal corporation, the City of Union City, a municipal corporation, the City of Fremont, a municipal corporation, the City of Newark, a municipal corporation, the City of Pleasanton, a municipal corporation, the City of Dublin, a municipal corporation, and the City of Livermore, a municipal corporation, entered into a consortium ("Consortium") for the purpose of submitting an application to HUD for NSP2 funds and together constitute the Consortium Members; and WHEREAS, Alameda County Housing and Community Development Department is designated as the lead member of the Consortium, submitted a grant application for NSP2 funds to HUD on behalf of the Consortium in the amount of Eleven Million Dollars ($11,000,000) (the Application) by the deadline of July 17, 2009; and WHEREAS, if the Application is approved by HUD, the County will be the direct grant recipient and will execute the NSP2 grant standard agreement with HUD on behalf of the Consortium and will act in a representative capacity for all Consortium Members in the submission of the Application; and WHEREAS, in order to meet the HUD requirements, it is necessary for each Consortium Member to enter into a Funding Agreement with the County. Attachment 2 as ~- ~a NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Agreement (attached hereto as Exhibit A) with Alameda County. BE IT FURTHER RESOLVED that the City Manager is authorized to make non- substantive changes to the Agreement and to execute the Agreement. PASSED, APPROVED AND ADOPTED this 15t" day of December, 2009, by the following vote: AYES: NOES: ABSENT: ABSTAIN: City Manager ATTEST: City Clerk Page2of2 a5 ~f- ~a CONSORTIUM FUNDING AGREEMENT NEIGHBORHOOD STABILIZATION PROGRAM 2 COUNTY OF ALAMEDA AND CITY OF DUBLIN THIS CONSORTIUM FUNDING AGREEMENT ("Agreement") is effective as of December 1, 2009, and is between the County of Alameda, a political subdivision of the State of California in its capacity as Lead Member pursuant to the Consortium Agreement, as defined below (the "County") and the City of Dublin a municipal corporation (the "City"). RECITALS A. The American Reinvestment and Recovery Act of 2009 ("ARRA") includes an allocation of funds for additional activities under Division B, Title III of the Housing and Economic Recovery Act of 2008 ("HERA"). The additional funds are referred to as the Neighborhood Stabilization Program 2 ("NSP2"). The purpose of NSP2 is to assist in the redevelopment and rehabilitation of abandoned and foreclosed properties. NSP2 is a component of the federal Community Development Block Grant Program under Title I of the Housing and Community Development Act of 1974, as amended ("CDBG"). B. On May 4, 2009, the United States Department of Housing and Urban Development ("HUD") issued a Notice of Fund Availability and on June 11, 2009, issued a correction to that Notice of Fund Availability (together, the two notices are the "NOFA"). The NOFA sought applications for grants of NSP2 funds for the purpose of carrying out neighborhood stabilization programs. The NOFA permits a consortium of nonprofit entities (which may include governmental entities, local governments, and private nonprofit organizations) to apply for NSP2 funds. C. The County of Alameda, and the Cities of Dublin, Emeryville, Fremont, Hayward, Livermore, Newark, Pleasanton, San Leandro and Union City are all members ("Members") of a consortium (the "Consortium") pursuant to a Consortium Agreement dated July 14, 2009 (the "Consortium Agreement"). In addition to being a Member, in accordance with the Consortium Agreement, the County is the Lead Member of the Consortium. The Lead Member is responsible for administering the activities of the Consortium. D. On July 15, 2009, the Lead Member, on behalf of the Consortium, applied to HUD for a grant of $11 million of NSP2 funds (the "Grant Application") to conduct an NSP2 program in Alameda County that is in compliance with NSP2 requirements (the "NSP2 Program") and covers the Member jurisdictions. E. Implementation of the NSP2 Program is governed by all the applicable laws and regulations governing the use of NSP2 funds, as set forth in ARRA, HERA, the NOFA, Alameda County and City of Dublin Exhibit A to A ~~....1........~ 1 ab ~-~a CDBG, and the Grant Application, as defined below (together, the "NSP2 Requirements"). F. In conformance with the NSP2 Requirements, by January 31, 2010, the Lead Member is required to enter into a separate agreement with each Member that sets out (i) the responsibilities of the Member under the NSP2 Program, (ii) the manner in which NSP2 funds are to be allocated to the Member, (3) timetables within which the Member's activities are to be completed, and (4) the Member's obligation to comply with applicable NSP2 Requirements. This Agreement is intended to satisfy that NSP2 Requirement with respect to the City. Contemporaneously with the execution of this Agreement, the Lead Member is entering into substantially similar agreements with the other Members. G. Pursuant to the Consortium Agreement, the County, as Lead Member, is obligated to form a steering committee, consisting of one representative from each Member (the "Steering Committee"). The purpose of the Steering Committee is to enable the Members to cooperatively carry out the NSP2 Program and to facilitate the commitment of Consortium Funds (as defined below) in a timely manner. The Members intend to cause the Steering Committee to meet at least once per month during the first year following the HUD Award Date (as defined below), and quarterly thereafter. H. The Parties acknowledge that if Consortium Funds are not awarded by HUD, this Agreement will be terminated and will have no force or effect. In consideration of the mutual promises and agreements set forth below, the parties agree as follows: ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The following capitalized terms have the following meanings: (a) "ARRA" has the meaning given in Recital A. (b) "Agreement" means this Consortium funding agreement (c) "CDBG" has the meaning given in Recital A. (d) "City" means the City of Dublin. (e) "Consortium" has the meaning given in Recital C. (f) "Consortium Agreement" has the meaning given in Recital C. (g) "Consortium Funds" means NSP2 funds granted to the Consortium by HUD. Alameda County and City of Dublin 2 a~ ~f-~a (h) "Core Activities" means the acquisition and rehabilitation of foreclosed upon properties, as defined in the Grant Application, and is inclusive of properties with one to four units; both rental and ownership tenures; acquisition and rehabilitation uses; and inclusive of development subsidy and down payment assistance. (i) "County" means the County of Alameda, in its capacity as a Member, unless otherwise specified. (j) "Developer" means a nonprofit partner or affordable housing developer that provides purchase and rehabilitation services in connection with NSP2 Activities. (k) "DRGR System" means the CDBG Disaster Recovery Grant Reporting System. (1) "Grant Agreement" means the NSP2 grant agreement that is to be entered into by the Lead Member and HUD if NSP2 funds are allocated to the Consortium. (m) "Grant Application" has the meaning given in Recital D. (n) "HERA" has the meaning given in Recital A. (o) "HUD" has the meaning given in Recital B. (p) "HUD Award Date" means the date HUD signs the Grant Agreement awarding NSP2 funds to the Consortium. (q) "Initial Allocation" has the meaning given in Section 2.3 (c). (r) "Initial Allocation Formula" has the meaning in Section 2.3. (s) "Lead Member" has the meaning given in the introductory paragraph and in Recital C. (t) "Leveraged Funds" means the Mortgage Credit Certificate allocation funding provided by Alameda County to be used with NSP homes, as specified in the Grant Application. (u) "Low-Income Household" means a household whose income does not exceed fifty percent (50%) of the area median income, as determined by HUD. (v) "Members" has the meaning given in Recital C. (w) "Middle-Income Household" means a household whose income does not exceed one hundred twenty percent (120%) of the area median income, as determined by HUD. Alameda County and City of Dublin a~ ~ ~a (x) "Model Documents" means form documents that are prepared by the Lead Member for use by all Members in the implementation of the NSP2 Program. Such documents may include, but are not limited to, program agreements with Developers, purchase and sale agreements, promissory notes, deeds of trust, and documents necessary to implement continuing affordability requirements. (y) "Moderate-Income Household" means a household whose income does not exceed eighty percent (80%) of the area median income, as determined by HUD. (z) "NOFA" has the meaning given in Recital B. (aa) "NSP2" has the meaning given in Recital A. (bb) "NSP2 Activities" means the activities set forth in the NSP2 Budget, as further described in Section 2.1. (cc) "NSP2 Budget" means the allocation of Consortium Funds to specific activities, as set forth in the Grant Application and as shown in Exhibit A. (dd) "NSP2 Program" is defined in Recital D. (ee) "NSP2 Requirements" has the meaning given in Recital E. (ff) "Program Income" means any program income, as defined at 24 CFR 570.500 (a), received by a Member that is directly generated from the use of Consortium Funds allocated to the Member pursuant to this Agreement. (gg) "Steering Committee" has the meaning given in Recital G. (hh) "Target Census Tracts" means the census tracts located in each Member's jurisdiction, as identified in the Grant Application and as shown on Exhibit C. (ii) "Targeted Activities" means activities for which the City has set aside Leveraged Funds. (jj) "Term" means the period beginning on the HUD Award Date and continuing until (i) all Consortium Funds and any Program Income have been used, or (ii) all funded NSP2 Activities are complete, whichever occurs first. Section 1.2 Exhibits. The following exhibits are attached hereto and incorporated into this Agreement. Exhibit A -NSP2 Budget Exhibit B -County Certifications Exhibit C -Alameda Consortium Target Census Tracts Exhibit D - NSP Program Agreement Alameda County and City of Dublin 4 aq ~-~~ ARTICLE 2. ALLOCATION AND EXPENDITURE OF FUNDS Section 2.1 Use of NSP2 Funds. The County is authorized to use Consortium Funds solely for the purpose of carrying out the NSP2 Activities in a timely manner and in compliance with the NSP2 Requirements. The County may use Consortium Funds solely for the benefit of Low-, Moderate-, and Middle-Income Households. Section 2.2 Adjustment to NSP2 Budget The Consortium Budget allocates Consortium Funds based on the amount of Consortium Funds being $11 million. If the amount of Consortium Funds is less than $11 Million, the amounts shown for each NSP2 Activity in the NSP2 Budget will be reduced proportionately. Section 2.3 'Allocation of NSP2 Funds. (a) Low Income Households. In accordance with NSP2 Requirements, at least twenty-five percent (25%) of the Consortium Funds will be used for the benefit ofLow-Income Households. The County shall expend at least twenty-five percent (25%) of the Consortium Funds to NSP2 Activities that benefit Low-Income Households on Steering Committee approved projects. The County may satisfy this obligation in whole or in part by contributing a portion of these allocated funds to NSP2 Activities that (i) are carried out by another Member or Members on projects approved by the Steering Committee, and (ii) benefit Low-Income Households within the jurisdiction of such other Member or Members. These funds maybe contracted for by the County directly with a Housing Developer, or if the County is not funding the approved project directly, the County may transfer an allocation of Consortium Funds to the Member for the Member to administer directly to the selected affordable housing project. (b) Funds for Administrative Costs Ten percent (10%) of the Consortium Funds are allocated to the Lead Member for administrative costs incurred as Lead Member for costs associated with both grant administration and project administration. If Consortium Funds under item (a) above are contractually transferred to a Member, funds for administrative costs equal to 10% of the project amount, will also be allocated to that member and transferred under the same contract. (c) Initial Allocation for Core Activities. Sixty Five (65%) of the Consortium Funds are allocated for Core Activities pursuant to the NSP2 Grant Application and attached Budget. These funds will be administered by the County across the Consortium, and a rough allocation to be expended Alameda County and City of Dublin 30 ~ ~ z in each Member jurisdiction will be calculated by formula, to be reasonably determined and implemented by the Lead Member. The Lead Member will base the Initial Allocation Formula on the current number of foreclosures in the Target Census Tracts, using foreclosure data that is current as of the HUD Award Date. This rough allocation will be used to determine the number of units to be produced in each Member Jurisdiction. It is understood by all Members that the actual number of units produced in each Member Jurisdiction will be based on the opportunities provided by the open market, but that the County will use a best effort to achieve these allocation numbers. As soon as practicable after the HUD Award Date, (i) the Lead Member will determine the Initial Allocations for use in each Member Jurisdiction, and (ii) Lead Member will report to each of the Members the reasonable amount expected to be spent in each jurisdiction. Section 2.4 Schedule for Obligation of NSP2 Funds. NSP2 Requirements mandate that the Consortium commit Consortium Funds to projects within an established time frame or such funds are subject to recapture by HUD. To satisfy these NSP2 Requirements, one-half of all Consortium .Funds must be committed within two years of the HUD Award Date, and all NSP2 funds must be committed within three (3) years of the HUD Award Date. To ensure that the Consortium Funds are not recaptured, the County shall use its best efforts to: (a) Commit fifty percent (50%) of the total Initial Allocation within twenty-one (21) months of the HUD Award Date. (b) Commit seventy-five percent (75%) of its total Initial Allocation within two (2) years of the HUD Award Date. (c) Commit one hundred percent (100%) of its total Initial Allocation within thirty (30) months of the HUD Award Date. (d) In the event that the allocation formula outlined in Section 2.3(c) is not committed to identified projects in specific Member Jurisdictions within the timeframes as required by this Section 2.4, then the Steering Committee may choose to reallocate the funds to other uses (Low-Income vs. Core Activities) or allocate a larger amount of funds to another Members jurisdiction (which may have a higher foreclosure problem). For example, if after two years, the County has committed only 55% of the total funding allocated at that point in time for Core Activities, rather than 65%, then 10% of the Funding for that particular category of activity may be reallocated to "Low Income" category and spent as part of a qualified project in one of the Member Jurisdictions. Or, if due to market forces, one Members allocation is not usable, then the Steering Committee may choose to reallocate the funds to another Member where a project is identified and ready to begin, rather than risk losing the funds. Section 2.5 Program Income. Alameda County and City of Dublin 6 31~(-~a If any Program Income is generated by the expenditure of Consortium Funds received by the County, (i) the County shall cause such funds to be used for eligible NSP2 Activities, (ii) the County shall keep appropriate records of such Program Income, and (iii) the County shall report such Program Income to the Steering Committee as part of the reports required by Section 3.5. In accordance with NSP2 Requirements, substantially all Program Income must be disbursed for eligible NSP2 Activities before the County may expend additional NSP2 funds. ARTICLE 3. PERFORMANCE OF NSP2 ACTIVITIES Section 3.1 Performance of NSP2 Activities. The County shall perform and cooperatively carry out all NSP2 Activities described in the Grant Application in a timely manner and in compliance with the NSP2 Requirements. The County shall carry out the NSP2 Activities described in the Grant Application within the Consortium jurisdiction. Section 3.2 Lead Member Administrative Responsibilities. The County, as Lead Member, has the duties set forth in the Consortium Agreement. In addition, the Lead Member is responsible for (i) entering into the Grant Agreement, (ii) using best efforts to ensure that the NSP2 Program is effected in compliance with all NSP2 requirements, (iii) providing support and guidance to all Members in carrying out NSP2 Activities, and (iv) submitting documents to HUD as required for participation in the NSP2 Program, including but not limited to all DRGR System reporting. The City, as a Member of the Consortium, will participate in the Steering Committee, and provide one city staff person to participate in these quarterly meetings. Section 3.3 Selection of Developers. The County shall participate in a cooperative effort with other Members to prepare and distribute a Local Request for Proposals (RFP) to request proposals from potential Developers. As previously decided by the Steering Committee during its first meeting in June 2009, those Members whom have conducted previous competitive processes for NSP may submit their selected Developer as an approved developer under the NSP2 program To date, Alameda County has conducted a competitive process on behalf of the Urban County; the City of Livermore has conducted a competitive process on behalf of a group of cities funded by the State under the State NSP1 program; and the City of Hayward has conducted a competitive process under the State NSP1 program. The Steering Committee shall make a final decision regarding the number of Developers to use in this program. Once Developers have been selected, the County will separately contract with one or more such Developers to implement NSP2 Activities through-out the Consortium. Selected Developers shall implement the Consortium-Wide NSP program in accordance with the approved NSP Program Agreement, attached and made reference Alameda County and City of Dublin 7 3a ~ ~a to this Agreement as Exhibit D. Section 3.4 Model NSP2 Documents. (a) The County shall use best efforts to prepare Model Documents that satisfy NSP2 Requirements. (b) When carrying out NSP2 Activities where the County funds a Member to implement a Lower Income project, the Member shall either utilize (i) the Model Documents or (ii) documents that are prepared by the Member and approved by the Lead Member for conformity with NSP2 Requirements. Section 3.5. Rye orts by Lead Member. (1) Beginning with the completion of the first calendar quarter following the HUD Award Date, and continuing through the last calendar quarter during the Term, the Lead Member will submit a quarterly performance report to HUD through the DRGR System no later than ten (10) days following the end of each such quarter. (2) Beginning after the end of the twenty-first (21St) month following the HUD Award Date, the Lead Member will submit monthly financial reports to HUD through the DRGR System within ten (10) days following the end of each month. (3) The Lead Member will submit any and all additional reports to HUD as required by HUD and the NSP2 Requirements. (4) Copies of Quarterly reports submitted to DRGR will be made available to the Steering Committee by the Lead Member. ARTICLE 4. COMPLIANCE WITH NSP2 REQUIREMENTS Section 4.1 Compliance with NSP2 Requirements. The County shall take all reasonable actions necessary to assure compliance with the Lead Member certifications identified on Exhibit B, as required by the NSP2 Requirements. The County shall use its best efforts to cause all NSP2 Activities carried out within the Consortium jurisdiction to comply with all known NSP2 Requirements, including any regulations, guidelines, bulletins and circulars that are issued in connection with the NSP2 Requirements. Section 4.2 Internal Audits. The County shall conduct internal audits (or cause such audits to be conducted) of the NSP2 Activities. The City shall cooperate in the audit process. Alameda County and City of Dublin 8 33 ~- ~a Section 4.3 Environmental Review. The County shall perform any environmental review of all NSP2 Activities located within this NSP2 Consortium jurisdiction that is required by the National Environmental Policy Act of 1969 and related federal environmental authorities and regulations at 24 CFR parts 58, or the California Environmental Protection Act. Section 4.4 Equal Opportunity and Fair Housing. The County shall comply with the equal opportunity and fair housing requirements of 24 CFR Part 92.350. Section 4.5 Indemnification. (a) A Member awarded NSP2 Funds by the Lead Member pursuant to this Funding Agreement shall be designated a Funded Member, and each Funded Member agrees to defend, indemnify, and hold all other Members and the Lead Member, and their respective elected officials, officers, directors, employees, agents, and designated volunteers harmless from and against any and all loss, liability, damage, including reasonable attorney's fees and court costs, arising out of or related to, and to the extent proximately caused by, the negligent acts or omissions of the Funded Member, or by the willful misconduct of the Funded Member, its elected officials, officers, directors, employees, agents, and designated volunteers related to this Agreement and the Funded Member's use of any NSP2 Funds. (b) The Lead Member agrees to defend, indemnify, and hold all other Members and their respective elected officials, officers, directors, employees, agents, and designated volunteers harmless from and against any and all loss, liability, damage, including reasonable attorney's fees and/or court costs, arising out of or related to, and to the extent proximately caused by, the negligent acts or omissions of the Lead Member, or by the willful misconduct of the Lead Member, its elected officials, officers, directors, employees, agents, and designated volunteers related to this Agreement and the Lead Member's use of any NSP2 Funds. (c) This indemnification provision shall survive the termination or expiration of this Agreement. ARTICLE 5. MISCELLANEOUS PROVISIONS Section 5.1 Disputes. Any disagreement between the Lead Member and the City regarding the meaning, requirements or performance of this Agreement are subject to final determination in writing by the Steering Committee. In resolving any such disagreement, the Steering Alameda County and City of Dublin 9 3~ ~-~la Committee is required to apply the NSP2 Requirements, the Grant Agreement, the Grant Application and this Agreement. Section 5.2 Notices. (a) City designates Joni Pattillo or her designee as the City representative to whom all notices and communications from the Lead Member are to be directed. It is the responsibility of such designated representative to notify the appropriate individuals and departments within the City when a notice or communication is sent by the Lead Member. (b) All notices permitted or required by this Agreement are to be sent by facsimile with written transmission confirmation, overnight delivery service or registered or certified mail, postage prepaid and directed as set forth below. Notices will be effective three (3) business days after depositing in the United States Postal system, upon confirmed facsimile transmission or on the next business day if sent by overnight courier in accordance with this Section. County: Alameda County Housing and Community Development Department 224 W. Winton Ave, Room 108 Hayward, CA 94544 Facsimile (510) 670-6378 Attn: Housing Director C~tv: Dublin 100 Civic Plaza Dublin, CA 94568 Facsimile: (925) 833-6628 Attn: City Manager Either party may subsequently designate in writing a substitute address for that set forth above and thereafter notices are to be directed to such substitute address. Section 5.3 Applicable Law. The laws of the State of California govern all terms and conditions of this Agreement, with venue shall in Alameda County. Section 5.4 Headings. The headings in this Agreement are solely for the convenience of the parties and Alameda County and City of Dublin 10 35 ~~- ~a do not form a material part of this Agreement. Headings are not to be considered in the construction of this Agreement. Section 5.5 Third-Party Beneficiaries. Notwithstanding the parties' recognition that services provided pursuant to this Agreement may benefit members of the public, and except for all other Members of the Consortium, there are no third-party beneficiaries to this Agreement. Section 5.6 Amendments. (a) No amendment or modification to this Agreement is valid unless made in writing and approved and signed by the Parties. (b) Notwithstanding subsection (a) above, should it become necessary to change the language of this Agreement to obtain HUD approval, without making major changes and without altering the intent of this Agreement, such changes maybe made administratively with the written consent of both the City Manager of the City, on behalf of the City, and the Housing Director of the Alameda County Housing and Community Development Department, on behalf of the Lead Member. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] Alameda County and City of Dublin 11 ~~ ~~ IN WITNESS WHEREOF, the parties are executing this Agreement the day and year written below. THIS AGREEMENT MAY BE SIGNED IN COUNTERPART ALAMEDA COUNTY BY: Chris Bazar, Director Community Development Agency DATE: December 1, 2009 APPROVED AS TO FORM: Richard R. Winnie, COUNTY COUNSEL Deputy County Counsel Alameda County and City of Dublin 12 3~ ~- ~a THIS AGREEMENT MAY BE SIGNED IN COUNTERPART APPROVED AS TO FORM AND CONTENT: John Bakker, City Attorney, City of Dublin ADOPTED BY: CITY OF DUBLIN, A MUNICIPAL CORPORTATION BY: DATE Joni Pattillo, City Manager Alameda County and City of Dublin 13 :~~ ~- ~a EXHIBIT A NSP2 Budget Percent Dollars 1 Single Family Home Purchase and Rehabilitation 65 7,150,000 2 Single-family and Multi-family Homes for Lower Income 50% AMI) 25 2,750,000 3 Administrative Costs 10 1,100,000 TOTAL 100 11,000,000 3~ ~-,~ EXHIBIT B Neighborhood Stabilization Program 2 State and Unit of Local Government Certifications Each NSP state or unit of local government applicant will submit to the following certifications. Alameda County is the Lead Jurisdiction and "Applicant" with regards to these certifications. Alameda County will require all recipients of NSP 2 funding under a contractual relationship with the County (either a selected Developer or a Member which will access funding for a specific project) to sign these same Certifications in furtherance of NSP2 Program Requirements. Affirmatively Furthering Fair Housing. The applicant certifies that it will affirmatively further fair housing, which means that it will conduct an analysis to identify impediments to fair housing choice within the jurisdiction, take appropriate actions to overcome the effects of any impediments identified through that analysis, and maintain records reflecting the analysis and actions in this regard. Anti-displacement and relocation plan. The applicant certifies that it has in effect and is following a residential anti-displacement and relocation assistance plan. Anti-lobbying. The applicant must submit a certification with regard to compliance with restrictions on lobbying required by 24 CFR part 87, together with disclosure forms, if required by that part. Authority of applicant. The applicant certifies that it possesses the legal authority to carry out the programs for which it is seeking funding, in accordance with applicable HUD regulations and other program requirements. Acquisition and relocation. The applicant certifies that it will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C. 4601), and implementing regulations at 49 CFR part 24, except as those provisions are modified by the notice for the NSP2 program published by HUD. Section 3. The applicant certifies that it will comply. with section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), and implementing regulations at 24 CFR part 135. Citizen participation. The applicant certifies that it is carrying out citizen participation in accordance with NSP2 requirements. Use of funds. The jurisdiction certifies that it will comply with Title II of Division B of the ~o ~-~a. Housing and Economic Recovery Act of 2008, as modified by the American Reinvestment and Recovery Act by spending 50 percent of its grant funds within 2 years, and spending 100 percent within 3 years, of receipt of the grant. The applicant certifies: a. that all of the NSP2 funds made available to it will be used with respect to individuals and families whose incomes do not exceed 120 percent of area median income; and b. The applicant will not attempt to recover any capital costs of public improvements assisted with CDBG funds, including Section 108 loan guaranteed funds, by assessing any amount against properties owned and occupied by persons of low- and moderate-income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However, if NSP funds are used to pay the proportion of a fee or assessment attributable to the capital costs of public improvements (assisted in part with NSP funds) financed from other revenue sources, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. In addition, with respect to properties owned and occupied by moderate-income (but not low-income) families, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than NSP funds if the jurisdiction certifies that it lacks NSP or CDBG funds to cover the assessment. Excessive force. The applicant, if an applicable governmental entity, certifies that it has adopted and is enforcing: A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and A policy of enforcing applicable state and local laws against physically barring entrance to, or exit from, a facility or location that is the subject of such nonviolent civil rights demonstrations within its jurisdiction. Compliance with anti-discrimination laws. The applicant certifies that the NSP grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d), the Fair Housing Act (42 U.S.C. 3601-3619), and implementing regulations. Compliance with lead-based paint procedures. The applicant certifies that its activities concerning lead-based paint will comply with the requirements of 24 CFR part 35, subparts A, B, J, K, and R. Compliance with laws. The applicant certifies that it will comply with applicable laws. '-11 ~- l a EXHIBIT C City Census Tract Foreclosure Score Vacancy Score 1 Eme ville 4251 19 10 2 Unincor orated / Castro Valle 4301 19 4 3 Unincorporated / Castro Valle 4302 18 8 4 Unincor orated/ EI Portal Ride 4305 18 10 5 San Leandro 4325 18 9 6 San Leandro 4334 18 9 7 Unincor orated/ Ashland 4338 18 12 8 Ha and &Unincorporated/ Five Can ons 4351 19 10 9 Ha and &Unincor orated/ Five Can ons 4351.01 19 10 10 Unincor orated/ Fairview 4352 18 12 11 Ha and &Unincor orated/ Cher land 4356 18 11 12 Unincor orated/ San Lorenzo 4358 18 12 13 Ha and &Unincor orated/ Fairview 4364 19 15 14 Ha and 4364.01 19 15 15 Ha and 4371 20 12 16 Ha and 4381 19 9 17 Ha and 4382.01 18 6 18 Ha and 4382.02 20 7 19 Union Ci 4403.01 18 11 20 Union Ci 4403.02 19 7 21 Union Cit 4403.09 19 8 22 Fremont 4414.01 18 7 23 Fremont 4415.03 19 7 24 Fremont 4416.02 18 6 25 Fremont 4417 19 10 26 Fremont 4419.01 20 8 27 Fremont 4426 18 6 28 Fremont 4431.01 19 9 29 Newark 4441 18 10 30 Newark 4442 18 10 31 Newark & Fremont 4443 18 9 32 Newark 4446 20 10 33 Dublin 4501 18 8 34 Dublin 4504 18 8 35 Dublin &Unincor orated 4505 18 5 36 Pleasanton 4506.02 18 8 37 Pleasanton &Unincor orated/Sunol 4507.01 18 8 38 Pleasanton &Unincor orated/ Sunol 4507.03 18 11 39 Dublin &Unincor orated 4507.21 19 8 40 Pleasanton 4507.22 18 10 41 Livermore &Unincorporated 4511.01 18 14 42 Livermore 4512.01 19 8 43 Livermore &Unincor orated 4513 18 7 44 Livermore 4514.02 19 11 45 Livermore 4515.02 18 9 46 Livermore 4516.02 18 13 47 Livermore 4517.02 18 6 3 of 48 EXHIBIT D NSP Program Agreement AGREEMENT BY AND BETWEEN CONTRACTOR AND THE COUNTY OF ALAMEDA THIS AGREEMENT is made and entered into this DATE, by and between the County of Alameda, a body corporate and politic of the State of California, (hereinafter referred to as "County"), and DEVELOPER (hereafter referred to as "Contractor"). I. WHEREAS, the County has applied for and received funds from the United States Government under a grant program authorized by Title III of Division B of the Housing and Economic Recovery Act 2008 ("HERA" or the "Act"), Section 2301, and funded under the American Reinvestment and Recovery Act of 2009 ("ARRA") which included an allocation of funds for additional activities under Division B, Title III of the Housing and Economic Recovery Act of 2008 ("HERA"). The additional funds are referred to as the Neighborhood Stabilization Program 2 ("NSP2"). The purpose of NSP2 is to assist in the redevelopment and rehabilitation of abandoned and foreclosed properties. NSP2 is a component of the federal Community Development Block Grant Program under Title I of the Housing and Community Development Act of 1974, as amended ("CDBG").; and WHEREAS, except as otherwise prescribed by the Act, the statutory and regulatory provisions that govern the Community Development Block Grant ("CDBG") program under Title I of the Housing and Community Development Act of 1974, as amended, apply with equal force to the NSP (including those at 24 CFR part 570 subparts A, C, D, J, K, and O, as appropriate); and WHERAS, the activities of CONTRACTOR under this Agreement with the County shall be governed by the conditions of the Grant Agreement between the County and the United States Department of Housing and Urban Development; and WHEREAS, County is desirous of contracting with Contractor for the provision of certain services, a description of which are presented in Exhibit A, attached hereto; and WHEREAS, Contractor is willing and able to perform duties and render services which are determined by County's Board of Supervisors to be necessary or appropriate for the welfare of residents of County; and WHEREAS, County desires that such duties and services be provided by Contractor, and Contractor agrees to perform such duties and render such services, as more particularly set forth below; 4 of 48 y3~--~a NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, COUNTY AND CONTRACTOR DO MUTUALLY AGREE AS FOLLOWS: I. DEFINITIONS The following terms have the following meanings: "Acquisition Costs" means costs related to acquiring title in fee simple absolute to a Subject Property, including the purchase price, due diligence costs, the payment of any existing liens and title and escrow costs. "Appraised Value" means the value of a property established through an appraisal that is (i) made in conformity with the appraisal requirements of the Uniform Redevelopment Authority Act at 49 CFR 24.103 and, (ii) completed within 60 days of the final offer made for the property, as required in the NSP regulations. "Developer Fee" means an amount equal to 10% of the Total Development Costs per Subject Property, which is paid to Contractor in the following manner: 5% of each development draw request including at acquisition of Subject Property, plus 5% of total development costs upon the close of escrow when the rehabilitated Subject Property is sold to either an Eligible Purchaser or an Eligible Non-Profit. "Eligible Non-Profit" means anon-profit public benefit corporation which will own the Subject Property as housing for Very Low Income Households. "Eligible Purchaser" means a person who (i) qualifies as Low Income, Moderate Income, or Middle Income, as defined below, (ii) will occupy the renovated house as his primary residence, and (iii) has completed at least eight hours ofpre-purchase counseling through a counseling agency certified by the U.S. Department of Housing and Urban Development. "Final Approval" means the Housing Director's approval of a particular property for inclusion in the Program, which approval is subject to the execution of Loan Documents. "Foreclosed" means the point in time that, under state or local law, the mortgage or tax foreclosure is complete. A foreclosure is complete once title to the property has been transferred from the former homeowner under some type of foreclosure proceeding or transfer in lieu of foreclosure, in accordance with state or local law. "Housing Costs" means a payment for the homeowner's loan, including principal and interest, plus property taxes, insurance, and utilities, unless otherwise determined by amore restrictive funding source which also funds the resale home. 5 of 48 `I I d ~a "Housing Director" means the Director of the Housing and Community Development Department of the County's Community Development Agency, or her designee. "Initial Approval" means the Housing Director's approval of a particular property for inclusion in the Program, which approval is conditioned upon the Housing Director's receipt of documentation confirming that (i) the property is a Qualifying Property, and, (ii) if NSP funds are used to finance the purchase of the property, the purchase price does not exceed the Qualifying Purchase Price. "Loan" means the loan of NSP funds by the County to CONTRACTOR which represents the amount of NSP funding invested into a Subject Property as outlined in the NSP Property Budget at the close of acquisition and evidenced by a deed of trust. It is expected that a portion of this funding will convert to a grant at sale to an Eligible Purchaser or CONTRACTOR. "Loan Documents" means the documents executed or recorded against each Subject Property, which could include (i) a loan agreement between the County and Contractor, which sets forth the terms of the Loan, the manner in which NSP funds are available to Contractor, and the terms of repayment (a "Loan Agreement"), (ii) a promissory note for the NSP funds in favor of the County ,evidencing Contractor's promise to repay the Loan in accordance with the terms of the Loan Agreement, (iii) a deed of trust, giving the County a security interest in the Subject Property, and, if requested by Contractor, (iv) a subordination agreement, under which the County subordinates its security interest in the Subject Property to that of Contractor's conventional lender(s). "Low Income" means a household with an annual income equal to or less than fifty percent (50%) of the area median income, as defined by the U.S. Department of Housing and Urban Development for the San Francisco-Oakland-Fremont Metropolitan Statistical Area. "Moderate Income" means a household with an annual income equal to or less than eighty percent (80%) of the area median income, as defined by the U.S. Department of Housing and Urban Development for the San Francisco-Oakland-Fremont Metropolitan Statistical Area. "Middle Income" means a household with an annual income equal to or less than one hundred twenty (120%) of the area median income, as defined by the U.S. Department of Housing and Urban Development for the San Francisco-Oakland-Fremont Metropolitan Statistical Area. "Program Income" means gross income received by the recipient or a subrecipient directly generated from the use of NSP or CDBG funds, as defined in CFR 570.500(a). 6 of 48 MI5 ~ ~~ "NSP Property Budget" means a Sources and Uses Budget in a form approved by the Housing Director, for each Subject Property, including the acquisition and rehabilitation costs and funding. This budget should clearly specify the amount of NSP funding for that specific property and, upon project completion, will include the actual costs at the end of the transaction. "NSP Rental Property Budget" means a Sources and Uses Budget for each Subject Property serving Low Income Households, including the acquisition and rehabilitation costs and funding and an operating pro forma. This budget should clearly specify the amount of NSP funding for that specific property and, upon project completion, will include the actual costs at the end of the transaction. "Qualifying Neighborhood" means the census tracts within the Alameda County Urban County Jurisdiction which have a HUD approved Foreclosure and Abandonment Risk Score of seven or higher. In Unincorporated Alameda County the following census tracts qualify: 433700, 433800, 436200, 433900, 434000, 435500, 435600, 436300, 436401, 435700, and 435800. In the City of Newark census tract 444400 is the only qualifying census tract. Unless approved by the Housing Director, there are no other qualifying census tracts in the Urban County. See Exhibit B for additional information. "Qualifyin~ Property" means a unit of residential housing that meets the NSP program regulations and (i) is vacant, (ii) is Foreclosed, (iii) has been determined by the Housing Director to be in need of renovation, (iv) is located in a Qualifying Neighborhood, (v) can be acquired and fully rehabilitated at an estimated cost of $450,000 or less (including the Developer Fee and any ancillary costs), and (vi) can reasonably be expected to be rehabilitated within six months, and sold in no event later than February 28, 2013. Any exceptions to the above must be approved in writing in advance by the Housing Director. "Qualifying Purchase Price" means the price that can be paid to acquire title in fee simple to a Subject Property when NSP funds are used to finance such acquisition. The Qualifying Purchase Price is the price that (i) is equal to or less than $275,000, and (ii) when aggregated with the prices paid to acquire all Subject Properties in the Program, is equal to, or less than, ninety-nine percent (99%) of the aggregated Appraised Value of all such Subject Properties. Any exceptions to the above must be approved in writing in advance by the Housing Director. "Rehabilitation Costs" means costs incurred to rehabilitate a Subject Property after its acquisition, including material and labor, permits and fees, the Developer Fee, holding costs and other soft costs. "Subject Property" means a property that (i) is a Qualifying Property that satisfies the criteria set forth in this Agreement, and (ii) is purchased by CONTRACTOR. "Total Development Costs" means all costs necessary for Contractor to implement the NSP, which includes but is not limited to due diligence, title and recording, acquisition, hard costs, soft costs, and broker fees at resale. 7 of 48 ~~ ~-~~ "Urban County Jurisdiction" means the federally designated CDBG entitlement jurisdiction made up of the cities of Albany, Emeryville, Piedmont, Dublin, Newark and the Unincorporated County. "Very Low Income Households" means a household with an annual income equal to or less than fifty percent (50%) of the area median income, as defined by the U.S. Department of Housing and Urban Development for the San Francisco-Oakland-Fremont Metropolitan Statistical Area. II STATEMENT OF WORK Contractor will perform or arrange for the performance of the work under this Agreement in the manner and time provided herein and in accordance with: the Scope of Work and the Budget, to be approved by the Housing Director; and any specifications and drawings; and all related documents and provisions attached hereto as Exhibit A and incorporated herein by reference. III. COMMENCEMENT AND COMPLETION REQUIlZEMENTS A. County has allocated the sum of $1,914,234 to be expended as described in this Agreement. Unless an amendment to this Agreement otherwise provides, that amount shall in no event be exceeded by Contractor at any given time, and County shall under no circumstances be required to pay in excess of that amount. Payment shall be made pursuant to the terms and conditions set forth in Exhibit B, attached hereto and by this reference made a part hereof. Sums not so paid shall be retained by County. B. Requests for disbursement of funds must be based on information submitted by CONTRACTOR that is consistent with (i) the overall program budget, (ii) the aproved NSP Rental Property Budget, and (iii) the approved NSP Property Budget for each Subject Property. Advancement of NSP funds may be contingent upon certification of CONTRACTOR's financial management system in accordance with the standards specified in OMB Circular A-110. C. The term of this Agreement begins on the 1St day of August, 2009, and ends on the 1St day of March, 2013, or when all contract terms have been completed. D. It shall be the responsibility of CONTRACTOR to coordinate and schedule the work to be performed so that commencement and completion will take place in accordance with the provisions of this Agreement. The County may extend the time for completion of the Agreement in writing, if it determines that delay in the progress of work is not attributable to the negligence of CONTRACTOR and that such delay was due to causes beyond the control of CONTRACTOR. 8 of 48 ~~ ~~ ~ a E. Any time extension granted to CONTRACTOR to enable CONTRACTOR to complete the work shall not constitute a waiver of rights the County may have under this Agreement. F. Should CONTRACTOR not complete the work by the scheduled date or by an extended date, granted by the County in writing, pursuant to previously stated conditions, the County shall be released from all conditions of this Agreement. G. Upon completion of performance under this Agreement and a determination of final costs, Contractor shall submit to the County a certificate of completion for construction projects and a requisition for final payment for service projects, unless otherwise provided in this Agreement. IV NATIONAL OBJECTNES CONTRACTOR shall maintain documentation that demonstrates that the activities carried out with NSP funds provided under this Agreement meet the low/moderate/middle income (LMMI) national objective under NSP, and one or more of the following CDBG Program national objectives: (1) benefit low/moderate income persons; (2) aid in the prevention or elimination of slums or blight; or (3) meet community development needs having a particular urgency as defined in 24 CFR Part 570.208. V. HOLD HARMLESS/INDEMNIFICATION: To the fullest extent permitted by law, CONTRACTOR shall hold harmless, defend and indemnify the COUNTY, its Board of Supervisors, officers, employees and agents (collectively Indemnitees) from and against any and all claims, losses, damages, liabilities or expenses, including reasonable attorney fees, incurred in the defense thereof, for the death or injury to any person or persons (including employees of CONTRACTOR OR COUNTY) or damage of any property (including property of CONTRACTOR or COUNTY) which arises out of negligence or willful misconduct by CONTRACTOR connected with its' performance of this agreement (collectively Liabilities) except where such Liabilities are proximately caused solely by the negligence or willful misconduct of any Indemnitee. VI. INSURANCE AND BONDING During the entire term of this Agreement and any extension or modification thereof, CONTRACTOR shall keep in effect insurance policies meeting the following insurance requirements as outlined here and in Exhibit C. Contractor shall provide proof of insurance at the time of contract execution and each six months thereafter: A. Liability Insurance. Comprehensive liability insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death 9 of 48 ~-IK ~- ~a to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance is to be endorsed to include the County and its officers and employees as additional insured as to all services performed by CONTRACTOR under this Agreement. B. Workers' Compensation. Workers' compensation insurance coverage for its employees. C. All Risk Insurance. All Risk Property Damage Insurance including Builders Risk and Flood Plain Insurance whenever applicable, particularly where CDBG funds are used in the acquisition of real property. D. Additional Provisions. The policies are to include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. Said policies are to constitute primary insurance as to the County, the State and federal governments, their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) are not required to contribute to any loss covered under CONTRACTOR'S insurance policy or policies. CONTRACTOR shall carry sufficient insurance coverage to protect Project assets from loss due to theft, fraud and/or undue physical damage, and at a minimum Contractor shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the County. Not later than the commencement date of the Agreement, CONTRACTOR shall provide the County with a certificate(s) of insurance evidencing the above liability insurance. In addition, CONTRACTOR shall comply with the bonding and insurance requirements of OMB Circular A-110, Bonding and Insurance. See Exhibit C for more information. VII. SUBCONTRACTS A. Any subcontract funding under this Agreement shall be submitted to County for review and approval prior to its execution. B. In the event subcontractor is a private non-profit or neighborhood-based non- profit organization, or a local development or small business investment corporation, contractor is required to comply with the procurement procedures of Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. C. Any subcontract funded under this Agreement shall be subject to the terms and conditions of this Agreement. VIII. BUDGET 10 of 48 ~--~~ ~ ~~ All requested modifications to the Budget attached to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by County. All budget modifications require the prior written .approval of County. Budget modifications shall not alter: 1) the basic scope of services required to be performed under this Agreement; 2) the time period for the services to be performed under this Agreement; and, 3) the total amount of the authorized budget of this Agreement (see Exhibit A), subject to future amendments as approved by the County's Community Development Agency Director or his/her designee. The individual line item budget for a particular cost category may be exceeded by ten percent (10%) of its approved budget, provided the additional funds are used from unused line item budgets and the total contract amount does not exceed the budget. IX. RECORDS AND REPORTS A. All original documents prepared by Contractor in connection with the work to be performed under this Agreement shall be the property of the County. B. Contractor's records in connection with the work to be performed under this Agreement must be made available for review upon request by the County prior to the release of funds. Contractor shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OMB circular A-110. C. Records must be kept accurate and up-to-date. Failure of Contractor to comply with this provision could result in termination of this Agreement or Contractor's repayment of funds previously awarded under this Agreement. X. PROGRAM MONITORING AND EVALUATION A. The County has the right to monitor the performance of CONTRACTOR against goals and performance standards established herein. Substandard performance, as determined by the County in its sole discretion, constitutes noncompliance with this Agreement. Action to correct such substandard performance must be taken by CONTRACTOR within thirty (30) days after being notified in writing by the County, provided that if such substandard performance cannot reasonably be corrected within such 30-day period, Contractor shall commences correction within such 30-day period and diligently proceeds to completion of correction and complete correction within ninety (90) days after such notice. If correction of such substandard performance is not achieved within the designated time period, County may initiate Agreement suspension or termination pursuant to the procedures set forth in Section XVII of this Agreement. Reporting requirements are also outlined in Exhibit A, Scope of Work. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Work as specified in this Agreement and shall make monthly written reports to County. 11 of 48 ~ ~- -~ ~ 1. The monthly written reports shall include, but shall not be limited to, the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (e.g., citywide), including applicable census tracts. c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals and identify any problems encountered in meeting goals. d. Beneficiaries -provide the following for each Housing Unit sold to a Qualifying Purchaser: i) Household Size. ii) Percent of total number of direct beneficiaries who are: A. Income Level: - Middle Income - Moderate income - Low income B. Race: - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White - Asian and White - Black or African American and White - American Indian or Alaska Native and Black or African American - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Other (individuals who are not included above) C. Female Headed Households 12 of 48 ~' ~~~ e. Other data as required by County. 2. As required by the NSP regulations, reports are due to HUD within 30 days at the end of each quarter by the County. CONTRACTOR shall make monthly reports during the course of this contract, which shall be due on the fifteenth (15`h) day of each month immediately following the report month. C. CONTRACTOR shall follow audit requirements of the Single Audit Act and OMB Circular A-128. XI. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of County. B. Program income received by Contractor shall be returned to County for future application to eligible projects. XII. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. These requirements are more fully outlined in Exhibit G and incorporated herein by reference. XIII. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. XIV. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to County any NSP funds on hand at time of expiration and any accounts receivable attributable to the use of NSP funds. B. Real property in excess of $25,000 obtained in whole or in part with NSP funds must be used to meet one of the national objectives for a minimum of five (5) years after the expiration of this Agreement or disposed of in a manner that results in County being reimbursed at fair market value less value attributable to non- NSP expenditures. XV. OTHER PROGRAM AND FEDERAL REQUIREMENTS 13 of 48 5a~-~a A. Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. These requirements are more fully outlined in Exhibit H and incorporated herein by reference. B. General Administration. CONTRACTOR shall provide project management and general administrative services to support the Program. Such administrative support includes, but is not limited to, the following: data collection and analysis, preparation and submission of monthly and close-out reports, budget preparation and submission of demands for reimbursement, and any other function that ensures compliance with this Agreement and applicable federal regulations as expressed herein. C. Nothing contained in this Agreement is intended to, and does not, create or establish the relationship of employer/employee, agent/servant, partnership, joint venture or association between the parties. CONTRACTOR is at all times an independent contractor with respect to the services performed under this Agreement. The County is exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as CONTRACTOR is an independent contractor. D. The County is acting only as a lender in this Project and is in no way acting as a principal in the matter of the acquisition or renovation of any Subject Property. The County is not responsible for any work performed in connection with renovation. Any inspections conducted by the County are for its own benefit as a lender or mortgagee, and are not for the benefit of CONTRACTOR or any subsequent owner of the Subject Property. The County is not responsible for obtaining waivers of construction liens. XVI AMENDMENTS A. County and Contractor may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, are executed in writing, signed by a duly authorized representative of both organizations, and (except as expressly provided below) approved by the County Board of Supervisors. Any such amendments shall not and do not invalidate this Agreement, nor relieve or release the County or Contractor from their obligations under this Agreement. B. Should federal or State regulations, laws, policies or funding amounts touching upon the subject of this Agreement be adopted or revised during the term hereof, this Agreement will be deemed amended to assure conformance with such federal and State requirements. Notwithstanding the foregoing, if such amendments result in a change in the funding, the scope of services, or schedule of the activities to be 14 of 48 5~ ~~~ undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both County and Contractor. C. Subject to the payment limit set forth in Section III and any required State or federal approvals, minor changes to the Budget and the Scope of Work may be made by a written administrative amendment executed by CONTRACTOR and the Housing Director, provided that such administrative amendments do not substantively change the Scope of Work. XVII. TERMINATION OF THIS AGREEMENT In accordance with 24 CFR 85.43, the County may suspend or terminate this Agreement if CONTRACTOR materially fails to comply with the terms of this Agreement, which failure includes, but is not limited to the following: A. Failure, for any reason, of Contractor to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations, and specifically any HUD statutes, regulations, executive orders, guidelines, and policies related to the NSP program and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; C. Improper use or reporting of funds provided under this Agreement; D. Submission by CONTRACTOR to the County of reports that are incorrect or incomplete in any material respect. Upon suspension or termination of this Agreement, the County may, in addition to any other remedies available at law or in equity, complete Contractor's obligations in any reasonable manner it chooses, take possession, in accordance with the Deed of Trust in favor of the County, of any real or personal property associated with the Project, construct, operate or maintain the Project as the County may deem necessary to fulfill the requirements of the Federal government, and deduct the costs thereof and the amount of damage, if any, sustained by County by virtue of Contractor's breach of this Agreement from any amounts owing to Contractor for services provided prior to County's suspension or termination of this Agreement. In accordance with 24 CFR 85.44, County may also terminate this Agreement for convenience, in whole or in part, upon thirty (30) days written notice. This Agreement may also be cancelled immediately by written mutual consent. E. Subject to the rights of senior lenders, in the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Contractor under this Agreement will, at the option of the County, become the property of the County, and 15 of 48 5~1 fly- ~a Contractor is entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. F. The County's obligation to make any NSP funds available to CONTRACTOR hereunder is contingent on the availability of NSP funds to the County during the term of this Agreement. In the event the Federal funding for this Agreement ceases, this Agreement is terminated. In the event of unforeseeable budget adjustments by the Federal government, this Agreement is subject to renegotiation. XVIII. ASSIGNMENT OF RIGHTS Assignment of the Contract: If required to by the construction lender, County may agree to the assignment of this contract if the Housing Director deems the assignment is appropriate to implement this contract. Nothing contained in this Agreement shall be construed to permit assignment or transfer by Contractor without prior written approval of the Housing Director. IXX. NOTICES All notices required by this Agreement must be in writing and delivered via United States Mail, certified and with postage prepaid, or by commercial courier or personal delivery. Any notice delivered or sent in the manner described above is effective on the date of delivery or sending. All notices and other written communication concerning this Agreement and/or any amendments hereto are to be directed to the following, unless otherwise modified by written notice: Alameda County Contractor Housing and Community Development Linda M. Gardner Housing Director 224 W. Winton Ave, Room 108 Hayward, CA 94544 Below this page is intentionally left blank. 16 of 48 ~~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day first mentioned above. * * * * * * * * * * * * * CONTRACTOR By: Name Executive Director Contractor Address City, CA Zip Phone Taxpayer ID: Date: G:\HCD\CDBGADMN\NSP 2\mis NSP 2 Program Agreement.doc By: COUNTY OF ALAMEDA President, Board of Supervisors Attest: Clerk, Board of Supervisors Date: Approved as to form: Richard E. Winnie, County Counsel By: Andrea L. Weddle Senior Deputy County Counsel 17 of 48 ~~~ ~~ EXHIBIT A ALAMEDA COUNTY NSP WORK PROGRAM BETWEEN HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT AND CONTRACTOR DATE THROUGH DATE CONTRACTOR shall use the NSP funds under this contract to acquire and rehabilitate approved, vacant or blighted housing units that are foreclosed and in need of renovation, located in qualifying neighborhoods within the County of Alameda, and then sell these units to Eligible Purchasers and Eligible Non-Profits. The goal of this program is to remove vacant and blighted properties from the community, returning these properties to useful life. A Activities Over the term of this contract, it is expected that CONTRACTOR shall purchase, rehabilitate and resell or transfer between 20 and 30 Qualifying Properties in Qualifying Neighborhoods, but shall complete no less than 20 Qualifying Properties. It is further expected that CONTRACTOR shall spend a minimum of $531,732 of this contract on properties to be rented to low-income households as required by the NSP regulations. CONTRACTOR is fully responsible for all aspects of the Program, as outlined under below. Property Selection. CONTRACTOR will search for Qualifying Properties for inclusion in the Program. a. Negotiations with Seller. CONTRACTOR may make purchase offers and negotiate terms for Qualifying Properties, as long as any such purchase offer includes the following contingencies: i. Contractor's receipt of evidence that the property is Foreclosed, and that the foreclosing entity owns the property. ii. Contractor's receipt of evidence that the Appraised Value of the property supports the inclusion of the property in the Program. iii. Contractor's receipt of an environmental study that concludes that the property meets NEPA standards. iv. Contractor's receipt of a wood destroying pest report acceptable to Contractor. v. Contractor's receipt of a flood plain report acceptable to Contractor. vi. Contractor's receipt of a home inspection report acceptable to Contractor. 18 of 48 5, ~ ~a vii. Contractor's receipt of a sewer cam report acceptable to Contractor. viii. Property meets all Programmatic Requirements and the Housing Director has provided a written approval. b. Tracking Costs. CONTRACTOR shall keep financial expenditure records specific to each property, including those that it may not reach agreement on with the Seller. CONTRACTOR shall be entitled to reimbursement from NSP funds for deposits and due diligence costs expended on properties which do not close escrow as further described in Exhibit B. 2. Initial Proposal. Once CONTRACTOR has an executed purchase contract with appropriate contingency language, CONTRACTOR shall submit an Initial Proposal to the Housing Director requesting Initial Approval of the Subject Property. The Initial Proposal must include the following: a. The address of the property and purchase contract which is to include URA/eminent domain addendums, a copy of which is attached as Exhibit I. b. A proposed sources and uses financial budget for the property, including the acquisition and rehabilitation costs and funding. This budget should clearly specify the amount of NSP funding for that specific property, which shall become the NSP Property Budget. c. The contract purchase price and an estimated as-is market value of the property, based on a Comparative Market Analysis, in a format approved by the Housing Director. d. Estimated rehabilitation costs and detailed scope of work, as approved by the Housing Director. (Please note that in some cases estimated rehabilitation costs maybe determined without access to interior of property). f. For resale properties, an estimate of the after rehabilitation resale value of the property (estimate based on market value based on comparables), and potential take out financing based on a 95% loan to value ratio. This calculation will provide the County with an estimate of the expected NSP funds which must be left in the project and converted to a grant to Contractor. g. For rental properties, provide an operating pro forma. h. Pictures of the Property depicting the before rehabilitation status of the property. A full list of pictures is listed in the "Final Proposal" section below, and Contractor will attempt to get as many of these pictures to the County as possible at this stage, but at minimum will provide the exterior pictures if access to .the property is not available at this time. 3. Initial Approval. Provided the property identified in a complete Initial Proposal from CONTRACTOR appears to qualify for the Program, the 19 of 48 Housing Director will grant Initial Approval in writing. The Housing Director will grant Initial Approval, or decline to include the property in the Program, within three (3) business days of receipt of the proposal. If Initial Approval is granted, the Housing Director will initiate an environmental review of the property pursuant to the National Environmental Policy Act "NEPA." If the Housing Director does not respond within three (3) business days, the Initial Proposal is deemed approved and CONTRACTOR will proceed towards Final Proposal. 4. Due Diligence Period. Once CONTRACTOR enters into a purchase agreement and receives Initial Approval, CONTRACTOR shall take all actions necessary to implement the program and cause all due diligence items listed in the contingencies of the purchase contract to be completed prior to the end of the contingency period. Documentation of the following items shall be required prior to funding and must be handled as soon as practicable: a. Facilitate the ordering of an appraisal to be completed that provides the Appraised Value of the property and meets the URA requirements b. Open an escrow and order a Preliminary Title Report. c. Order a Pest Inspection d. Order a Hazard Materials Inspection (Lead paint/asbestos) e. Finalize the scope of work and the NSP Property Budget, and operating pro forma (if applicable) f. Complete an Identity of Interest form for each property, a sample version of which is attached as Exhibit J. g. Take Pictures of each property i. Street both directions ii. Front iii. Rear iv. Living Room v. Dining Room vi. Kitchen vii. Bathroom(s) viii. Bedrooms ix. Water meter x. Electrical Panel h. Obtain leveraged financing to assist with the overall site acquisition and rehabilitation. 5. Final Proposal. Once CONTRACTOR has cleared all contingencies under the purchase contract, CONTRACTOR shall submit a Final Proposal a minimum of seven (7) calendar days before the contingency removal date defined in the purchase agreement, requesting Final Approval from the Housing Director. The Final Proposal shall include copies of all items listed above in a format to be approved by the Housing Director: 20 of 48 5q ~ ~a 6. Final Approval. Final Approval is required before contingencies are released and a deposit becomes nonrefundable, and before a property may be purchased by CONTRACTOR and included in the Program. To receive Final Approval, the following conditions must be satisfied: a. The property is a Qualifying Property. b. If NSP funds are used to fund Acquisition Costs of the property, the price paid for the property does not exceed the Qualifying Purchase Price unless a higher amount is otherwise approved in writing by the Housing Director. c. If NSP funds are used to fund Rehabilitation Costs of the property, the NSP funds used for such purpose do not exceed (i) $150,000 or (ii) one hundred fifty percent (150%) of the purchase price of the property, whichever is less, unless a higher amount is otherwise approved in writing by the Housing Director. d. The sum of the estimated Acquisition Costs and Rehabilitation Costs, including soft costs and the Developer Fee, is less than $450,000 unless a higher amount is otherwise approved by the Housing Director. e. An inspector approved by the Housing Director has reviewed and approved the proposed renovations and the rehabilitation budget. The Housing Director will grant Final Approval or decline to include the property in the Program, in writing within five (5) calendar days of receipt of a complete Final Proposal. In the event of no response from the Housing Director, CONTRACTOR shall decline to include the property in the Program and all expenses incurred to date shall be reimbursed by NSP funds. The County acknowledges that time is of the essence during this Initial Proposal and Final Proposal phase and shall perform their duties in a timely manner to facilitate CONTRACTOR'S performance under this Agreement. 7. Limitations on Availability of NSP Funds. The total unpaid principal balance of all NSP funds outstanding to CONTRACTOR is limited to $1,914,234 at any given time, unless the Housing Director determines otherwise. It is expected that CONTRACTOR shall leverage these NSP funds with private funding. In addition, if acquisition of the Subject Property has not occurred within ninety (90) days of the date Final Approval is granted, the County may rescind the approval and (i) any funds in escrow will be returned to the County, pursuant to the Loan Agreement, (ii) all NSP funds that have been reserved for the Subject Property will be released by the Housing Director and made available to another Qualifying Property. 21 of 48 ~Q a~ 8. Conditions Precedent to Acquisition Closing. CONTRACTOR shall cause the following to occur prior to the close of escrow: a. The satisfaction, or waiver (with the concurrence of the Housing Director as evidenced by written Final Approval), of all contingencies to the purchase set forth in the purchase agreement between CONTRACTOR and the seller. b. The execution of Loan Documents in a form approved by the Housing Director. c. The issuance of a CLTA title insurance policy. d. Evidence of property insurance. 9. Loan Documents. The County will make NSP funds available to CONTRACTOR in the form of a loan recorded against each property; provided (i) no Loan exceeds the amount set forth in Section IV (A)(7) of this Agreement, and (ii) the aggregate loans of NSP funds made as part of the Program do not exceed the maximum amount of available NSP funds set forth in Section IV (A)(7) of this Agreement. It is contemplated at the time of this Agreement that additional financing documents will be required by a superior Lender. Should a superior Lender's financing documents conflict with this Agreement; the superior Lender's documents shall have priority, subject to approval by the Housing Director. 10. Rehabilitation. After the close on the Acquisition of the Property, CONTRACTOR shall cause all rehabilitation work outlined in the approved scope of work to be done in compliance with local building codes and shall acquire permits as required by local jurisdictions. Environmentally sensitive ("green") building is encouraged. CONTRACTOR shall cause wages paid to equal or exceed the prevailing wages of the State of California. 11. Sale of Rehabilitated Properties. Following the rehabilitation of a Subject Property, CONTRACTOR shall use reasonable efforts to cause the Subject Property to be sold to an Eligible Purchaser. The County shall reconvey CONTRACTOR's Loan documents through an escrow which provides title insurance to the buyer. Conditions precedent to closing on the resale shall include providing the Housing Director with evidence satisfactory to the Housing Director that the following conditions have been met: a. The proposed purchaser is an Eligible Purchaser. b. The sale price is equal to or less than the total cost of development of the Subject Property, including acquisition, rehabilitation, Developer Fee, and soft costs. 22 of 48 ~~ ~- ~a c. The sale price is equal to or less than the fair market value of the Subject Property, as determined by an independent appraiser. The final sale price, including the amount of subsidy which must be left in the property is subject to approval by the Housing Director. d. Documentation that the proposed purchaser attended a minimum of 8 hours ofHUD-approved home buyer counseling e Documentation that the amount of any NSP funds which must be left in the property is reasonable and required to make the property sell. f. Contractor shall sell the home "as-is" but shall transfer all applicable warranties to the Eligible Purchaser or Eligible Non- Profit upon sale. Contractor shall provide to the Eligible Purchaser or Eligible Non-Profit a binder or CD with all transferable warranty information on warrantable items replaced in the remodel. g. Contractor shall provide a Homeowner Tool Kit for each house containing: • Screwdriver • Wrench • Pliers • Hammer • Level • Stud Finder • Measuring Tape • Screws/Nails/Picture Hooks h. Contractor shall provide the Homeowner with an orientation to the house and its systems. 12. Developer Fee. The developer fee shall be an amount equal to 10% of the Total Development Costs per Subject Property. Upon acquisition of a Subject Property, Contractor will submit first developer fee draw request equal to 5% of the total acquisition costs of the Subject Property. At each construction draw request thereafter, Contractor shall request developer fee equal to 5% of each draw request. The final draw of the Developer Fee shall be available upon the close of escrow when the rehabilitated Subject Property is sold and when all items listed in paragraph 11 above are met, with the exception of items f. and h. which may occur after the close of escrow. This final draw shall include reconciliation between the total actual project costs, the total 10% developer fee, less all fees taken over the course of the project, with balance remaining to be paid at the close. Contractor shall submit this amount (including back up documentation) to be paid through escrow. The County shall approve such amount in its escrow instructions submitted to title. In the case of rental properties which are transferred to an Eligible Non Profit, it is expected that the Eligible Non Profit will develop a separate development and sources and uses budget for the acquisition of NSP 23 of 48 ~a~~a property, and that the budget will include a Developer Fee for the Eligible Non Profit. 13. Buyer Assistance. The Housing Director, on behalf of the County, may elect to make NSP funds available to an Eligible Purchaser of a Subject Property. It is expected that Eligible Purchasers will range in incomes between 70% and 120% of Area Median Income. Assistance to Buyers will reduce the amount of NSP funds available to complete the next phase of the program, and therefore any such assistance is at the Housing Directors discretion. Any such funds would be in the form of a deferred second mortgage, with standard recapture requirements, and available only if all of the following conditions are satisfied: a. The deferred second mortgage is necessary to assist the Eligible Purchaser fill the gap between (i) the purchase price of the renovated house, and (ii) the amount of the first mortgage for which the Eligible Purchaser qualifies plus the Eligible Purchaser's available down payment. b. The Eligible Purchaser deposits a minimum down payment equal to 3% of the purchase price. d. All acquisitions and rehabilitations must be completed by February 1, 2013. e. The Eligible Purchaser's Housing Costs do not exceed 40% of the household income. f. The Eligible Purchaser satisfies the income limitations established by the NSP, as demonstrated by satisfactory evidence. g. The Eligible Purchaser obtains a fixed rate first mortgage. h. The Eligible Purchaser will occupy the house as his/her primary place of residence. i. The County obtains a promissory note from the Eligible Purchaser, which evidences the Eligible Purchaser's promise to repay the NSP funds to the County. j. The County obtains a deed of trust, giving the County a security interest in the Subject Property that meets NSP requirements and is second only to that of one mortgage lender; provided, however, the County's security interest in the Subject Property may also be subordinate to certain state or federal loan programs, such as those provided by the California Housing Finance Agency (CaIHFA), which require senior lien positions. k. The maximum of NSP funds used for down payment assistance cannot exceed the amount of down payment the borrower provides in cash. If the County makes NSP funds available to an Eligible Purchaser, the County may agree to permit its security interest in the Subject Property to be subordinate to that of the first mortgage lender if the following conditions are met: 24 of 48 ~~ b~ ,~ (i) All of the proceeds of the senior loan, less any transaction costs, are used to provide acquisition, construction and/or permanent financing for the Subject Property. (ii) The proposed lender is a state or federally chartered financial institution, a nonprofit corporation, a charitable foundation, or a public entity that is not affiliated with the developer or any of developer's affiliates, other than as a depositor or a lender. (iii) CONTRACTOR, or Eligible Purchaser, as the case maybe, demonstrates that adequate financing is not available without the proposed subordination. (iv) The subordination agreement minimizes the risk that the County's security interest in the property would be extinguished as a result of a foreclosure by the senior lender or other holder of the senior loan. The condition is satisfied if the County has adequate rights to cure any borrower default. (v) The subordination agreement does not limit the effect of the County's deed of trust before a foreclosure and does not require the consent of the holder of the senior loan before the County can exercise any of its remedies under the loan documents. 14. Rental of Rehabilitated Pro ep rties. If, after reasonable efforts, including but not limited to a sales price reduction, a sale of the Subject Property to an Eligible Purchaser does not occur, CONTRACTOR may request that the County permit CONTRACTOR to retain ownership of the Subject Property as a rental property until market conditions improve. Any such request must be in writing and must include the following: a. Documentation of CONTRACTOR'S efforts to sell the Subject Property to an Eligible Purchaser. b. CONTRACTOR's assessment of why the Subject Property has not sold. c. A requested conversion date. d. An operating budget and a management plan for the Subject Property as a rental. e. Schedule of rents, to be approved by the Housing Director f. Contractor will ensure that for Phase 1 properties which were targeted to Very Low-Income Households, NSP funds are used to benefit Very Low-Income Households under this scenario as well. g. A financing plan which addresses repayment, restructure or extension of other financing in the Subject Property. 25 of 48 ~~ ~- ~a In the event that a Subject Property does not sell, and is converted to a rental property, CONTRACTOR shall be paid the final draw of the Developer Fee at conversion and shall be allowed to collect a reasonable property management fee until property resale. 15. Repayment of NSP Loan. The NSP funds invested in each property may be converted to a) a grant to Contractor in the amount equal to the total project cost for each Subject Property less the market value of the Subject Property; and b) a silent second mortgage or down payment assistance to the eligible purchaser. The remaining amount of the loan shall be repaid through an escrow to county. This conversion shall be documented on the NSP Property Budget and a HUD 1 Statement at the close of escrow. All such funds converted are subject to the Housing Director's approval. B. Responsibility for Carrying Out Activities Contractor shall have primary responsibility for carrying out all phases of the development, including but not limited to: 1. Securing additional financing; 2. Acquiring approved, vacant single-family houses that are foreclosed and located in the qualifying neighborhoods of County of Alameda; 3. Seeking all governmental and planning permissions, use permits, and other governmental approvals necessary; 4. Selecting and engaging primary and secondary architectural and civil engineering firms as required; 5. Providing or procuring associated development services such as structural engineering, landscape architecture, phone and data-cabling design and installation firms, and other specialty services; 6. Undertaking, overseeing and managing the overall design and construction of the Program and its various components, including but not limited to: a) Feasibility analysis; b) Design research and materials research; c) Preliminary design; d) Final design, development of construction documents, and value engineering; e) Manage and oversee the entire Entitlement process with all necessary and appropriate agencies; f) Acquire all permits and related permissions, or facilitate architect, engineer and subcontractors in doing the same; g) Prepare for and represent the Program at any Design Review, Planning Commission, EIR reviews, City Council, community or other related reviews and/or presentations; 26 of 48 ~5 ~ ~~ h) Review cost and scope of all improvements of Subject Properties and verify accuracy of such costs; i) Review all due diligence materials and conduct due diligence review. Such due diligence review shall include the following prior to Contractor's purchase of a Subject Property, to the extent applicable testing for mold, lead and asbestos-containing materials, obtainment of a termite clearance report, Home Inspection Report, and Sewer Cam Report; j) Procure any required studies, i.e.: Housing Market Study or other related studies; k) Review, negotiate and pay (subject to reimbursement as provided in Exhibit B) all permit and fee expenses, including but not limited to: • Design Review fees • Other review fees and expenses • Utility Study expenses • EIR Expenses and associated fees • Building fees • Planning fees • Traffic fees • Sewer fees and other utility fees • School fees • Water connection fees • Storm drain fees 7. Perform, manage, oversee and/or facilitate the entire rehabilitation construction activities of the Program. Obtain applicable conditional and unconditional waivers and releases of lien claims pursuant to Civil Code section 3262, including unconditional waivers and releases upon final payment from CONTRACTOR and all applicable subcontractors and suppliers at the conclusion of construction for each Subject Property. Timely record Notices of Completion at the conclusion of construction for each Subject Property. Timely deliver all of the same to the County for its files upon close out of each Subject Property. 8. All applications for Entitlements, or for other changes in the legal, zoning, planning, or other status of any Subject Property shall be made solely in Contractor's name. 9. Obtaining competitive fixed price bids from multiple general contractors after architectural plans and specifications are prepared and are in biddable form, and acting as construction manager of both the design professionals and the general contractor; 10. Responsibility for the design professionals, and the general contractor delivering Certificates of Liability Insurance to CONTRACTOR which name the County and applicable lenders as additional insured; Contractor shall also insure that all such insurance policies provide general liability protection in favor of all named insured in 27 of 48 ~~ ~~-i~ the sum of at least $1,000,000 per Subject Property (without aggregate limits applicable to multiple Properties). 11. Selecting and engaging a Homebuyer Counseling Agency to undertake all activities as required. 12. Overseeing and managing the overall Homebuyer Counseling activities of the Program and its various components, including but not limited to: a) Marketing of the Subject Properties to prospective homebuyers; b) Provision of HUD-approved homebuyer counseling courses in English and Spanish; c) Provision of credit counseling and money management training; d) Identification of Eligible Purchasers and provision of evidence that Eligible Purchaser meets the income limits established by the NSP; e) Facilitation of the use of all available first-time homebuyer assistance programs, as qualified; f) Identification of the most competitive and compatible mortgage financing available for Eligible Purchasers; 13. Creating Virtual Landlord website for homeowners of Subject Properties to utilize in addressing any home maintenance concerns and performance of routine upkeep. 14. Ensuring recognition of the role of the County in providing services through this agreement. As appropriate, Contractor shall cause activities, facilities and items utilized pursuant to this Agreement to be prominently labeled as to funding source. In addition, CONTRACTOR shall include a reference to the support provided herein in all publications made possible with the funds available under this Agreement. C. Timing and Milestones CONTRACTOR shall meet specific time lines for the following tasks: Item Date 1 Execute MOU with Homebuyer Counseling Agency 2 Secure leveraged financing 3 Begin first phase by acquiring first property 4 Meet HUD's Expenditure Deadline by committing all NSP funds to specific Subject Properties 5 Acquire last property in the first phase 6 Complete construction on all properties in the first phase 28 of 48 ~~ ~i2 ~ Sale of first property in the first phase 8 Sale of all properties in the first phase 9 Begin Second Phase 10 Complete Second Phase 11 Complete Program Close- out D. General Administration. CONTRACTOR shall provide project management and general administrative services to support the Program. Such administrative support includes but is not limited to the following: data collection and analysis, preparation and submission of quarterly and close-out reports, budget preparation and submission of demands for reimbursement, and any other function that ensures compliance with this Agreement and applicable federal regulations as expressed herein. 29 of 48 e~ ~- ~a 30 of 48 ~q ~-,a PROGRAM BUDGET DATE THROUGH DATE Line CONTRACT AMOUNT Total Acquisition, Rehabilitation and Resale to households at 50% or $ below Area Median Income Acquisition, Rehabilitation and Rental to households at 120% or $ below Area Median Income Contractor may use up to $ of the above amounts in program reserves, as approved by the Housing Director. Contractor may create aerogram-wide budget for indirect costs to be allocated on property by property basis, as long as such is provided upon the Final NSP Property Budget and as approved by the Housing Director. -~o ~- ~2 EXHIBIT B CONDITIONS FOR PAYMENT BETWEEN HOUSING AND COMMUNITY DEVELOPMENT AND CONTRACTOR 1. AMOUNT OF THE CONTRACT It is expressly agreed and understood that the total amount made available by the County to the Program is One Million Nine Hundred Fourteen Thousand Two Hundred and Thirty-four Dollars ($1,914,234). Of this amount, a minimum of Five Hundred and Thirty-one Thousand Seven Hundred and Thirty-Two Dollars ($531,732) must be spent on Very Low-Income Households. As CONTRACTOR repays NSP funds to the County, the funds will revolve and be made available for additional phases of the work. It is expected that Contractor shall complete a minimum of two (2) phases, with declining amounts of NSP being returned to the Program during each phase. To the extent practicable, NSP funds will be used on a pro rata basis with other funds leveraged by CONTRACTOR. 2. DUE DILIGENCE AND DEPOSITS CONTRACTOR may submit a draw request for $25,000 to the County for use as a revolving fund for property deposits and due diligence expenses. If a property becomes a Subject Property, the deposit and due diligence expenses shall be submitted for reimbursement through an NSP Property Budget, and the revolving fund will be repaid in an amount equal to the reimbursement. If a property does not close escrow, CONTRACTOR shall submit a grant request to the County which includes (1) back-up documentation of expenses incurred and (2) a written description of why the property is not included in the NSP program. 3. BUDGET Before any disbursement of Contract funds may be made, Contractor shall establish a budget, to be approved by the Housing Director of her designee, specifying by line item the expenditures to be made with Alameda County funds. Once a budget is approved by the County, changes may be made only with a written request to be approved by the Housing Director or her designee in advance of a request for disbursement of funds. 4. METHOD OF PAYMENT All requests for a disbursement of funding will be either to escrow or on a reimbursement basis. Request shall be in a format approved by the County. a. All requests for a funding draw or reimbursement shall be on Contractor's letterhead, contain an original authorized signature, invoice number, total ~~ ~-~~ amount requested and amounts debited toward each line item on the approved budget. This document shall be called an "Invoice" and shall track disbursements made by budget line item, current requests, and amount remaining in the budget line item. Line Item Total Budget Previous Current Balance Re uests Re uest Remainin b. All invoices shall be paid no more than monthly with supporting documentation of actual costs incurred during the period of time covered by the invoice. If under a specific line item, Contractor has more than one form of back up or supporting documentation, Contractor must summarize the documentation and include a subtotal of items which add up to the line item total. Invoices must be properly organized and are subject to return to Contractor if they are not. c. Requests for funding draw or reimbursement must be received within 60 days of the end of each month or period covered. d. All funds disbursed to Contractor must be expended within fifteen (15) days of approval of the receipt of funds. The final disbursement shall be requested by Contractor not less than sixty (60) days before program completion. e. Any adjustments made by the fiscal auditors at the year-end audit, under the AICPA guidelines and other relevant federal regulations, should be brought to the attention of County staff for reconciliation. f. Contractor is responsible for reporting any matching funds used on this project which do not originate from County sources. These funds can include funding to cover staff working on this project, but paid from another source of funds. 5. REQUESTS FOR ADJUSTMENTS TO BUDGET LINE ITEMS Once the line item budget has been approved, there can be no more than four (4) requests for adjustments to the budget during the contract period per Subject Property, including any final adjustments done at the end of the project, unless otherwise approved by the Housing Director or her designee, which approval shall not be unreasonably withheld. Any change in the budget that results in lower costs shall be communicated to County immediately. If Housing Director or her designee determines that the total amount of funds under this contract exceeds the amount necessary to complete the project, Housing Director of her designee may adjust the contract accordingly. The budget amendment should be on letterhead, must contain an original signature, and must track the requested change by line item, showing original budget amount, balance expended to date, remaining funding by each line item, the amount to be moved between line items, and the final new budget amount. Budget amendments take between two and three weeks to process, and must be processed prior to receipt of an invoice requesting funding under the ~a ~ ~a new budget. The Housing Director or her designee reserves the right to deny any budget modification request. 6. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments 7. PUBLIC RECOGNITION OF FUNDING Contractor will publicly recognize the funding provided by the Alameda County Housing and Community Development Department (HCD) in all newspaper articles and any other public relations opportunities related to this project. HCD staff will be invited to participate in the groundbreaking and grand opening ceremonies, if held. CONTRACTOR shall include, if available, an NSP logo jointly agreed upon by the County and participating jurisdictions in all signage and marketing materials. 1331874.1