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HomeMy WebLinkAboutAGMT - California Department of Housing & Comm Development (Mobilehome Park Ownership)STATE OF CALIFORNIA JTANDARD AGREEMENT STD. 2 (REV. 5 -91) CDC ELECTRONIC (1/94) - ASAVED BY THE ATTORNEY GENERAL CONTRACT NUMBER 01 -MPROP -068 AM. NO. 1 TAXPAYERS FEDERAL EMPLOYER IDENTIFICATION NUMBER THIS AGREEMENT, made and entered into this 22nd day of September 2004 in the State of California, by and between State of California, through its duly elected or appointed, qualified and acting TITLE OF OFFICER ACTING FOR STATE Director AGENCY Dept. of Housing & Community Development CONTRACTOR'S NAME SEAL BEACH AFFORDABLE HOUSING CORPORATION , hereafter called the State, and , hereafter called the Contractor. WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulations of the State hereinafter expressed, does hereby agree to furnish to the State services and materials as follows: (Set forth service to be rendered by Contractor, amount to be paid Contractor, time for performance or completion, and attach plans and specifications, if any.) Contract No. 00 -MPROP -068 between the Department of Housing and Community Development, and LINC Housing Corporation and the City of Seal Beach made and entered into on December 21, 2000, is hereby amended as follows: L1NC Housing Corporation, a California nonprofit public benefit corporation (Assignor #1) and The City of Seal Beach (Assignor #2) agree to transfer and assign its rights under Standard Agreement 00 -MPROP -068 to Seal Beach Affordable Housing Corporation, a California nonprofit public benefit corporation (Assignee), who agrees to assume all duties and obligations of Contractor hereunder. Assignor shall be relieved from any and all duties and obligations under Standard Agreement 00 -MPROP -068. The State hereby consents to such assignment of rights and assumption of duties and obligations. Paragraphs 34. Americans with Disabilities Act of 1990, 35. Union Organizing, 36. Prevailing Wage and 37. Child Support Compliance Act are being added. All other terms and conditions shall remain as set forth in the original agreement. CONTINUED ON SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER. The provisions on the reverse side hereof constitute a part of this agreement. I. . • he arties hereto u • on the date first above written. STATE OF CALIFORNIA CONTRACTOR AGENCY Department of Housin: & Communi Development CONTRACTOR (It other than an individual, state whether a corporation, partnership, etc.) Seal Beach Affordable Housin• Co • oration BY (AUTHORIZED SIGNATURE) BY (AUTHORIZED SIGNATURE) PRINTED NAME OF PERSON SIGNING Dennis L. Mont • ome '. PRINTED NAME AND TITLE OF PERSON SIGNING See si • nature block on reverse) TITLE Manager, Business Management Branch ADDRESS AMOUNT ENCUMBERED BY THIS DOCUMENT $.00 PROGRAM/CATEGORY (CODE AND TITLE) *9._ FUND TITLE MHP Purchase Fund Department of General Services Use Only (OPTIONAL USE) PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT $1 ,000,000.00 ITEM 2240- 620 -0530 CHAPTER 1692 STATUTE 1984 FISCAL YEAR 04/05 TOTAL AMOUNT ENCUMBERED TO DATE $1,000,000.00 OBJECT OF EXPENDITURE (CODE AND TITLE) 2206 -40132 664731 Loans I hereby certify upon my own personal knowledge that budgeted funds are available for the period and purpose of the expenditure stated above. T.B.A. NO. B.R. NO. SIGNAT OF ACCOUNTING OF - X DATE to -- _G STATE OF CALIFORNIA STANDARD AGREEMENT STD. 2 (REV. 5-91) (REVERSE) CDC ELECTRONIC (1 Seal Beach Affordable Housing Corporation 01 -MPROP -068 Am. 1 Page 2 of 4 The undersigned, L1NC HOUSING CORPORATION, a California nonprofit public benefit corporation and the City of Seal Beach, hereby assigns all of their rights, title and interest on Standard Agreement No. 00 -MPROP -068 to SEAL BEACH AFFORDABLE HOUSING CORPORATION, a California nonprofit public benefit corporation. LINC HOUSING CORPORATION 110 Pine Avenue Ste. 525 Long Beach, CA 90802 -4422 By: Signature of Assignor # 1 Hunter Johnson, President City of Seal Beach 211 8th Street Seal Beach, CA 90740 Signature ofAssig 2 Representative for the City f Seal Beach • "'Dr: ' Paul 'Yost, .Mayor Date .. Print Name & Title 6. April 21, 2005 Date The undersigned, SEAL BEACH AFFORDABLE HOUSING CORPORATION, a California nonprofit corporation, hereby accepts and assumes obligations and duties under Standard Agreement 00 -MHP -068 from LINC HOUSING CORPORATION, a California nonprofit public benefit corporation and the City of Seal Beach. By: SEAL BEACH AFFORDABLE HOUSING.CORPORATION 110 Pine Avenue, Ste. 525 Long Beach, CA 90802 -4422 By: Hunter Johnson, President , Date 1 1. • • Seal Beach Aedable Housing Corporation Contract No. 01 -MPROP -068 Am. #1 Page 3 of 4 Paragraphs 34., 35. and 36 are added to "read as follows: 34. Americans with Disabilities Act of 1990 By signing this contract, Borrower assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers. 35. Union Organizing • The Contractor, by signing this agreement, hereby acknowledges the applicability of Government Code Section 16645 through Section 16649 to this agreement. Furthermore, Contractor, by signing this agreement, hereby certifies that: a. No state funds received under this agreement will be used to assist, promote or deter union organizing. b. Contractor shall account for state funds disbursed for a specific expenditure by this loan, to show those funds were allocated to that expenditure. c. Contractor shall, where state funds are not designated as described in (b) above, allocate, on a pro -rata basis, all disbursements that support the loan program. If Contractor makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no state funds were used for those expenditures, and that Recipient shall provide those records to the Attorney General upon request. 36. Prevailing Wage Where funds provided through this Agreement are used for construction work, or in support of construction work, Contractor shall ensure that the requirements of Chapter 1 (commencing with section 1720) of Part 7 of the Labor Code (pertaining to the payment of prevailing wages and administered by the California Department of Industrial Relations) are met. For the purposes of this requirement "construction work" includes, but is not limited to rehabilitation, alteration, demolition, installation or repair done under contract and paid for, in whole or in part, through this Agreement. All construction work shall be done through the use of a written contract with a properly licensed building contractor • Seal Beach Al fable Housing Corporation - • Contract No. 01 -MPROP -068 Am. #1 Page 4 of 4 incorporating these requirements (the "construction contract "). Where the construction contract will be between the Contractor and a licensed building contractor, Contractor shall serve as the "awarding body" as that term is defined in the Labor Code. Where Contractor will provide funds to a third party that will enter into the construction contract with a licensed building contractor, the third party shall serve as the "awarding body." The construction contract and any amendments thereto shall be subject to the prior written approval of the Department. Prior to any disbursement of funds, including but not limited to release of any final retention payment, the Department may require a certification from the awarding body that prevailing wages have been or will be paid. 37. Child Support Compliance Act: "For any Agreement in excess of $100,000, the Contractor acknowledges in accordance with, that: a). The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department." • STANDARD AGREEMENT STD ∎ Z (REV. 5 -91) CDC ELECTRONIC ONIC (t 194) 'APPROVED BY THE ATTORNEY GENERAL THIS :AGREEMENT; made and entered into this ' Ist day of December, 2000, in the State of California. by and between State of California, through its duly elected or appointed, qualified and acting it — I,..ON *RAC. NUMBER AM. NC 00-MPROP-063 I IrAXPAYER9 FeOERAI. JIPIOYER ioeNrRC1nCN ruweER TITLE OF OFFICER ACTING FOR STATE. Director CONTRACTOR'S NAME . LINC HOUSING CORPORATION AND THE CITY OF SEAL BEACH AGENCY Dept. of Housing &Community Development hereafter called the State, and hereafter called the • ConCactor. Wf"iNESSTH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulations of the State hereinafter expressed, does hereby agree to furnish to the State services and materials as follows: (Set forth service to be rendered by Contractor, amount to be paid Contractor, time for performance or completion. and attach plans and specifications. if any.) Authority: LINC Housing Corporation and the City of Seal Beach have submitted an application to the Department of Housing and Community Development ( "Department ") for loan funds under the Mobilehome Park Resident Ownership Program (MPROP). Assistance under MPROP, will be provided by the Department pursuant to the California Health & Safety Code (Sections 50780, et sea.) and the regulations promulgated thereunder. and set out as Title 25 of the California Code of Regulations (Sections 8000, et sea.). With the execution of this Agreement, the above named parries each agree to accept and comply with the terms and conditions of this _Agreement, all attachments hereto, the provisions of Health and Safety . Code Sections 50780, et sea., and the provisions of Title 25 of the California Code of Regulations Sections 8000, et sea., and all other applicable State laws and regulations. Purpose: Subject to those specific conditions and terms identified herein, the Deparment has agreed to commit funds to the parties named above for the purpose of providing a loan or Loans for the acquisition and/or conversion of the mobilehome park identified in Attachment A ( "Mobilehome Park ") to ownership and/or control by the Non - Profit Corporation in the manner described in the application submitted to the Department. This application is hereby incorporated by reference as if set forth in full. CONTINUED ON 19 SHEETS, EACH SEARING NAME OF CONTRACTOR AND CONTRA or the Resident Organization and Local Entity as appropriate CITY OF SEAL BEACH JUL 1 9 2001 T NURTMENT OF DEVELOPMENT SERVICES The provisions iN WITNESS W on the reverse side hereof constitute' a part of this agreement HEREOF, this agreement has been executed by the parties hereto, upon the date first above written. • STATE OF CALIFORNIA CONTRACTOR • AGENCY Department exit' of Housing & Community Development ,: CONTRACTOR (d caner man an inoividuat.state wnether a =craven. craven. •armersnio. etc) LINC HOUSING CORPORATION AND T:- CITY �: OF SEAL BEACH 3Y (AU�'HORIZED SIGNAVISRE)- A (i....°;1" ' 3Y (AUTHORIZED SIGNATURE) PPM i cO,NAME OF PERSON SiGNINGi✓/ \4' Dennis L. Montgomery PRINTED NAME AND TITLE OF PERSON SIGNING (See Contract block on reverse) i I'L_ Manager, Business Management Branch ADDRESS . I AMOUNT ENCUMBERED BY THIS II DOC:IME,NT 51,000,000.00 PROGRAM/CATEGORY (CODE AND Tr LE) FUND T 0 ivtHP TITLE I Find Deoarsnent et General Services U. Dnly (OPTIONALUSa.) • , ; from D prinA Deflt t:.t Exempt General ^- .es ;riCeS 4t) T 3vei ?4104 AMOUNT ENCUMBERED FOR THIS CONTRACT s0.00 ITEM 77.10 -d -0x530 CHAPTER 1693 STATUTE 1984 FISCAL YEAR • 2000/01 a�` J E 1 0 7'� , _ . TOTALAMOUNT ENCUMBERE. TO . -ATE 51,000.000.00 OBJECT OF cXPENOITURE (CODE ANO TITLE) 3307/1013? 664/731 I nerepy certify upon my own personal knowledge that buogeted funs I r.3.A NO. I 3.R. NO. are available for the period and purPose of the expenditure stated aoove. SIGNATURE OF ACCOUND.NG OFFICER I DATE • Z 7 -c ( X I.. 05;07!01 W114,10:22 FAX 582 110 1054 LINC HOUSING STANDARD AGREEMENT Sib. 2 (REV. S41) (REv CDC ELECTRONIC (1/94) LINC Housing Corporation and the City of Seal Beach 00 -MPROP -068 Page 2 of 16 loot 1. The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors; subcontractors, materialmen, laborers and any other person, firm or corporation furnishing or supplying work services, materials or supplies in connection -with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this contract. 2. The Contractor, and the agents and employees of Contractor, in the performance of the agreement, shall act in an- independent capacity and not as officers or employees or agents of State of California. 3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein. contained at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. The cost "to the State shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand. . • 4. Arrthout the written consent of the State, this agreement is not assignable by Contractor either in whole or in part. 5. Time is of the essence in this agreement. 6. No alteration or variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein,-shall be binding on any of the parties hereto. 7. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses • incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. CONTRACTOR CONTRACTOR CONTRACTOR arether than au hndhidval, fair wherher a carporwbn. parrnership, rm.) CONTRACTOR ij Oa; rhar an Indlvidaal, aau >rlwher a aarparariar, pannrrlJp,stc.) LINC Housing Corporation City of Seal Beach BY (AUTHORIZE) SIGNATUA.q X PteS.= NAME AND TITLE OF PERSON SIGNING BY (A X PAAtr -J' - AND TITLE OF PEP.SON SIGNING cutive Director of the Redevelopment Agency &Dolmas • 110 Pine Avenue, Suite 525 •on¢ Beach, California 90802 ADDRESS 211 - 8" Street Seal Beach, California 90740 1 • 8. a. Work to be Performed LINC Housing Corpos1on and the City of Seal Beach 00 -MPROP -068 Page 3 of 15 The Non - profit Corporation and Local Entity agree to fully perform their respective obligations under this Agreement and the work set forth in Attachment B. All parties agree to complete the obligations and work in accordance with the manner, timing and other terms set forth in Attachment B. b. Obligations of the Non - profit Corporation (1) The Non - profit Corporation agrees to acquire and convert the subject mobilehome park, or to transfer the individual interests to the residents of the subject mobilehome park as specified in the application submitted to and on file with the Department with any amendments and modifications thereto as approved in writing by the Department. In the event there are any conflicts or inconsistencies between the Application and Attachment B, the latter shall prevail. In furtherance of this Agreement, the Non - profit Corporation shall timely execute all documents reasonably required by the Department, including but not limited to, promissory notes, security agreements and deeds of trust. Such execution and recordation, where appropriate, shall precede the closing of any loan provided pursuant to this Agreement. The Non - profit Corporation or individual residents, as applicable, shall provide a standard lender policy of title insurance, including such endorsements as may be required by the Department, insuring the Department's interest (as lender) in the real property securing the loan. All such documents shall be submitted to the Department for review and approval prior to execution. (2) The Non - profit Corporation agrees to establish and maintain an accounting and management system ( "the Management Plan ") in compliance with Generally Approved Accounting Principles. Said Management Plan shall be sufficient to ensure the fiscal and management operation of the mobilehome park. The Management Plan shall be submitted to the Department for review and approval in a timely manner prior to loan closing and at such times thereafter as is reasonably deemed necessary by the Department. The Department shall review the Non - profit Corporation's proposed Management Plan for the purpose of ensuring compliance with this Agreement, the applicable regulations and statutes. The Department may require changes to the Management • Plan necessary to effectuate the purposes of this Agreement and the MPROP. Approval of the Management Agent is a required component of an approved Management Plan. (3) Where spaces are to be rented or leased, the management plan must incorporate by reference the Mobilehome Residency Law. Additionally it must incorporate lease terms, rental rates, and fees for park amenities which are in compliance with the anti - displacement plan required under paragraph (5) below. Where there is a difference between the lease rates provided by local ordinance, pre - existing leases with a seller or the Non - profit Corporation, and /or the provisions of the State laws referenced in paragraph (5), the provisions offering the most beneficial terms to the residents, shall prevail. The Non - profit Corporation shall provide reports on its progress in completing the work and satisfying the requirements of this Agreement. The format and content of the reports are subject to the approval of the Department. Unless otherwise directed by the Department, such reports shall be submitted to the Local Entity within thirty (30) days after the end of each calendar quarter of the term of this Agreement, except that after the funding of the permanent blanket loans, reports shall only be required on an annual basis, or as prescribed in the Regulatory Agreement. LINC Housing Corpoon and the Ci ty of Seal Beach 00 -MPROP -068 Page 4 of 15 (4) In the event of conversion and blanket loans, the Non - profit Corporation agrees to make all loan payments when due and perform all its obligations as set forth in the Note, Deed of Trust, Regulatory Agreement, Anti - Displacement Plan, and other documents related to this loan, including any obligations imposed by law and regulations. The Non - profit Corporation agrees to adopt and implement for the term of this Agreement an Anti - Displacement Plan prepared pursuant to the requirements of Section 50786 (d)(2) of the Health and Safety Code and Section 66427.5 of the Government Code. The Non - profit Corporation agrees to provide verification that either no park residents will be involuntarily displaced as a result of the park conversion or that the impacts will be mitigated as required under state and local law. Compliance with this requirement requires at a minimum, a comprehensive written plan which is consistent with the long term management plan for the park, that will provide, at a minimum: a. rent formulas or calculations to be incorporated into the leases executed by the Non - profit Corporation with non - purchasing residents consistent with the requirements of Government Code Section 66427.5. (5) b. adequate notice to non - purchasing tenants informing them of their rights; and c. description of the methodology used to determine market rents; and d. an implementation section that demonstrates the understanding and acceptance on the part of the Non - profit Corporation, the local entity, and the management agent for meeting the anti - displacement and relocation law requirements, and e. other items that the Department may require to ensure compliance with program requirements. c. Obligations of the Local Entity The Local Entity agrees; in addition to any items specified in Attachment B, to: (1) Provide all certifications (if not provided in the application) specified in Title 25 California Code of Regulation, Section 8018(b). (2) Administer any relocation or displacement efforts as required by Federal, State and local laws. All parties acknowledge that relocation expenses may be a part of approved costs included in the loan or loans to the Non - profit Corporation under this program, and that the Department shall not be responsible for any relocation expenses not authorized by, or in excess of, the amounts provided pursuant to this Agreement. The Local Entity agrees, in addition to any items specified in Attachment B, to assist the Non - profit Corporation in the development and implementation of the Anti - Displacement Plan. Provide continuing monitoring of the Non - profit Corporation and/or individual borrowers, as applicable, to verify compliance with the terms and conditions of MPROP, and to protect the security of the loan or loans as required by this Agreement and Title 25 California Code of Regulations, Section 8030. The Local Entity shall provide assistance to the Department in the event of a default on a loan, in protecting the Department's security, including but not limited to assessing the value of the property, and assisting in the development of a plan with the borrowers to avoid foreclosure, and other similar activities. In furtherance of said obligation, the Local Entity agrees to obtain and (3) • • LINC Housing Corporu«on and the City of Seal Beach 00 -MPROP -068 Page 5 of 15 evaluate the periodic reports submitted by the Non - profit Corporation pursuant to this Agreement and/or any other regulatory agreements. Unless otherwise directed by the Department, the Local Entity shall forward to the Department within fifteen (15) days after receipt, all reports submitted by the Non - profit Corporation together with the Local Entity's assessment of the Non - profit Corporation's and Local Entity's compliance with this Agreement, and the MPROP requirements. Should this assessment reveal a failure on the part of the Non - profit Corporation and the Local Entity, the Local Entity shall identify possible solutions and recommend a course of action to correct the difficulty, subject to Department review and approval. (4) Monitor the implementation of the Anti - Displacement Plan, and provide recommendations and advice to the Non - profit Corporation to correct deficits in order to avoid potential claims for relocation benefits. (5) Fulfill all other obligations prescribed in Title 25 California Code of Regulations, Section 8018. 9. Loan Amount and Purposes a. The Department shall provide a loan or loans for the amounts and for the purposes stated in Attachment B. In no instance shall the Department be liable for any costs or expenditures toward this project in excess of the amount stated in Attachment B, nor for any unauthorized or ineligible costs or expenditures. In addition, until this Agreement is executed by the Department, the Department shall not be liable for any expenditures incurred with respect to this project. b. Prior to loan closing, a detailed distribution of total project costs and the specific allocation of all sources of funds (the "closing budget ") shall be submitted to the Department for review and approval. The budget must be consistent with the final assistance analysis chart approved by the Department. After, loan closing, the closing budget may not be changed without the prior written approval of the Department. c. Unless otherwise specified in Attachment B, the following loan terms shall apply to any loan provided hereunder by the Department. (1) The Department agrees to make a loan or loans at the simple interest rate of three percent per annum. Interest shall be payable on the unpaid principal balance from the date of execution and recordation of the security documents. (2) Payments in repayment of the loan(s) shall be credited first to unpaid interest, then to principal. (3) All loans shall be evidenced by a Promissory Note and secured by a Deed of Trust and/or appropriate security agreement. Where a blanket loan is provided to the Non - profit Corporation, such loan shall be governed by a Regulatory Agreement to be executed by the Non - profit Corporation and the Department, and recorded. 10. Disencumbrance of Funds and Repayment of Excess Funds a. If funds authorized by this Agreement, or any portion thereof, have not been disbursed to or on behalf of the Non - profit Corporation in accordance with this Agreement, and the Department determines that such funds, or a portion thereof, are not necessary for the Non - profit Corporation's performance hereunder, then the Department may notify the Non - profit Corporation that the funds shall be disencumbered. The notice shall specify the effective date and the amount of the proposed disencumbrance. If the Non - profit Corporation does not provide information within 14 • •. LINC Housing Corpot.,,,on and the City of Seal Beach 00 -MPROP -068 Page 6 of 15 days adequate to the Department to sustain the need for the funds and/or the ability to properly utilize them in a timely fashion the amount shall be disencumbered on that effective date and shall no longer be committed or authorized for use under this Agreement, and the total amount under this Agreement shall be reduced by the amount of the disencumbrance. b. Any funds disbursed to or on behalf of the Non - profit Corporation which are not utilized promptly for the purpose for which they were disbursed shall be returned to the Department within thirty (30) days of their demand by the Department. 11. Administrative Expenses For purposes of performing the administrative functions set forth in this Agreement, the Department agrees to pay to the Local Entity the amount specified in Attachment B, if any, for the services, and pursuant to the schedule specified therein. 12. Special Conditions The Non - profit Corporation and Local Entity agree to comply with the special conditions, if any, contained in Attachment C. In the event of any conflicts or inconsistencies between Attachment B and Attachment C, the provisions of Attachment C shall prevail. 13. Method of Payment a. The Department shall release funds to the Non - profit Corporation, Local Entity or other party designated in Attachment B upon satisfaction of the conditions in this Agreement. Advance payments, or withholding of funds, if any, shall be as provided in Attachment B. Unless otherwise specified by the Department, any funds disbursed into an escrow account shall be deposited in a Federally Insured account bearing the prevailing rate of interest. All interest shall be remanded to the Department at the close of escrow. b. Requests for funds shall be submitted to the Department Coordinator specified in Paragraph 23. 14. Commencement and Term This Agreement is effective on the date of execution by the Department, and shall terminate upon full repayment of all principal and interest on all loans, unless terminated sooner pursuant to Paragraph 15. The Non - profit Corporation and Local Entity agree that their respective obligations•under this contract shall be completed pursuant to the time schedule specified in Attachment B unless a written request for an extension is approved in advance. Prepayment of the financial obligations hereunder shall terminate the Agreement. 15. Defaults and Termination by the Department a. Subject to the cure periods specified below, the Department may terminate this Agreement at any time for good cause by giving written notice to the contractors. Good cause shall consist of a failure of conditions, breach of this Agreement, the Regulatory Agreement, or any loan documents, or withdrawal of the State's expenditure authority. In the event of any default or failure of contract conditions which may be cured by the contractors, the Department shall provide written notification of such default to the Local Entity and Non - profit Corporation. The appropriate party shall be provided with 30 days to take necessary corrective action prior to termination, unless a different time frame or corrective provision is set forth within a specific loan document. In the event the State's expenditure authority has been withdrawn, this contract may be terminated with 10 days written notice and any unexpended funds received shall be returned to the State within 30 days of the Notice of Termination. • • LINC Housing Corpot....on and the City of Seal Beach 00 -MPROP -068 Page 7 of 15 b. In the event of any default or breach of this Agreement or any obligation of this Agreement, the Department, at its sole option, may seek enforcement of the obligation breached and/or in default and/or may declare the loan to be immediately due and payable. In the event the Department exercises the latter option, the Non - profit Corporation shall repay all outstanding principal and interest forthwith to the Department or, if the Department approves, voluntarily convey all real property securing the loan or loans to an entity approved by the Department. In the event the Department elects for former (seeks enforcement of obligation(s) breached), it may seek damages or it may seek equitable relief, such as specific performance or injunctive relief, its being agreed by the Non - profit Corporation that the injury to the Department arising from certain defaults hereunder would be irreparable and that it would be extremely difficult or impossible to ascertain the amount of compensation to the State which would afford adequate relief in light of the purposes and policies of the program. c. Subject to the provisions of Civil Code Section 1717, in the event the Department undertakes any enforcement of this Agreement or any underlying obligations, the Non - profit Corporation shall be liable for reasonable costs of enforcement including, but not limited to, attorneys' fees, court costs, and costs of investigation. d. Termination of this Agreement does not prejudice any other legal remedies available to the Department to enforce the provision of this Agreement. The remedies of the Department are cumulative and the exercise of one or more of such remedies shall not be deemed an election of remedies and shall- not preclude the exercise by the Department of one or more of its other remedies. 16. Nondiscrimination Clause a. During the performance of this contract, contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, denial of family and medical care leave, and denial of pregnancy disability leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part thereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b. This contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract. c. The Non- profit Corporation shall not restrict the sale, lease or rental of units within the park on the basis of age unless the park is designed to meet the physical and social needs of senior citizens in a manner consistent with current State and Federal law. 17. Contractors and Subcontractors of the Non - profit Corporation a. The Non - profit Corporation shall not enter into any agreement, written or oral, to perform the work with any contractor who is not appropriately licensed in California. • • LINC Housing Corpot...,on and the City of Seal Beach 00 -MPROP -068 . Page 8of15 b. The Agreement between the Non - profit Corporation and any contractor shall require the contractor and its subcontractors, if any, to: (1) Perform the work in accordance with the federal, State and local laws and ordinances, including housing and building codes, as are applicable. (2) Comply with such of the nondiscrimination and drug free workplace requirements set forth in this Agreement, as are applicable. (3) Maintain at least the minimum State - required Worker's Compensation Insurance for those employees who shall perform the work or any part of it. (4) Maintain unemployment insurance, disability insurance, liability insurance of at least $1,000,000 and property damage insurance in an amount equal. to all outstanding indebtedness plus resident equity in the organization. 18. Inspections and Review of Work a. The Local Entity shall inspect and review any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable State and /or local requirements and this Agreement. b. The Department reserves the right to inspect and review any work performed hereunder to see that the work is being and has been performed in accordance with the applicable State and /or local requirements and this Agreement. c. Non - profit Corporation agrees to require correction of all work performed by a contractor found by any inspections not to conform to the applicable requirements, and to withhold payments to the contractor or subcontractor until it is so corrected. 19. Fiscal Administration a. In addition to the Management Plan required by Paragraph 8(b), the Non - profit Corporation is responsible for maintaining records which fully disclose the amount and disposition of all funds allocated for the work, and the amount and disposition of that portion of total costs provided from local sources. In addition, the Non - profit Corporation agrees to establish a first year operating budget to be submitted for Department review and approval prior to loan closing. A budget shall be prepared annually for subsequent years and shall be subject to Department review and approval prior to the beginning of each year thereafter. The Non - profit Corporation shall maintain accurate records on the use of MPROP funds for affordability benefits of the low- income residents. The procedures developed by the Non - profit Corporation must provide for the accurate and timely recording of the receipt of funds, expenditures, and unexpended balances. Adequate documentation of each transaction shall be maintained to permit the determination, through an audit conducted by a certified public accountant if requested by the Department, of the accuracy of the records and the allowability of expenditures charted to MPROP funds. b. The Local Entity agrees to establish and maintain fiscal control and accounting procedures which assure that administrative funds, if any, awarded to it are properly disbursed, adequately controlled and accounted for in a separate account. In addition, the Local Entity agrees to monitor the record keeping specified in Paragraph (a) above. c. If the allowability of an expenditure cannot be determined because records or documentation are • • LINC Housing Corpora ion and the City of Seal Beach 00 -MPROP -068 Page 9 of 15 inadequate, the questionable costs shall be disallowed. The Non - profit Corporation shall reimburse the Department for the amount of any disallowed items financed by a loan made pursuant to this Agreement. The Local Entity shall reimburse the Department for the amount of any of its administrative costs which are disallowed. The Department's determination of the allowability of any expense shall be final. 20. Audit/Retention and Inspection of Records a. Contractor agrees that the Department of Housing and Community Development (HCD) or its delegatee will have the right to review, obtain, and copy all records pertaining to performance of the contract. Contractor agrees to provide HCD or its delegatee with any relevant information requested and shall permit HCD or its delegatee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with PCC § 10115 et seq., GC § 8546.7 and 2 CCR § 1896.60 et seq. Contractor further agrees to maintain such records for a period of three (3) years after final payment under the contract. b. Contractor shall comply with the caveats and be aware of the penalties for violations of fraud and for obstruction of investigation as set forth in PCC § 10115.10. 21. Compliance with State and Federal Law and Reculations The Non - profit Corporation and Local Entity agree to comply with all State and Federal laws and regulations that pertain to construction, health and safety, labor, drug -free workplaces, non - discrimination and fair employment practices, equal opportunity, and all other matters applicable to the Non - profit Corporation and Local Entity, its subgrantees, contractors, or subcontractors or employees, and the work. Environmental Requirements This Agreement may be subject to the provisions of the California Environmental Quality Act (CEQA). The Local Entity assumes responsibility to fully comply with CEQA's requirements, if applicable, regarding the work. The release by the Department of funds is hereby conditioned upon compliance with CEQA. 23. Department Coordinator The coordinator of this Agreement for the Department is the Program Manager of the Mobilehome Park Resident Ownership Program, Division of Community Affairs. Any notice, report, or other communication required by this Agreement shall be mailed by first class mail to the Department Coordinator at the following address: Department of Housing and Community Development Mobilehome Park Resident Ownership Program P.O. Box 952054 Sacramento, CA 94252 -2054 Attention: MPROP Program Manager Phone: (916) 445 -0110 24. Certified Resolution Prior to the execution of this Agreement by the State, the Non - profit Corporation and Local Entity shall provide certified resolutions from their respective governing bodies authorizing the execution of this • LINC Housing Corpo. n and the City of Seal Beach 00 -MPROP -068 Page 10 of 15 Agreement. 25. Publicity The Non - profit Corporation and Local Entity each agree that if this project is used for any promotional purpose the Department shall be given suitable acknowledgment of its contribution to the purchase and/or conversion. The Non- profit Corporation expressly agrees that any on -site sign posted acknowledging financial contributors or other support to the project shall reference the Department in a suitable fashion. 26. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement or to require at any time performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. 27. Litigation a. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable. b. The Non - profit Corporation shall notify the Department immediately of any claim or action undertaken by or against it which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the State. 28. Insurance a. Prior to the disbursement of funds under this Agreement and thereafter during the term hereof, the Non - profit Corporation shall obtain, carry, and maintain in force, or cause to be obtained, carried, or maintained in force,' comprehensive general liability insurance in the amount of not less than one million dollars ($1,000,000) for injury to or death of one person, one million dollars ($1,000,000) for injury to or death of more than one person in one accident, and adequate property damage insurance. b. Where the Department provides either conversion or blanket loan financing, the Non - profit Corporation shall ensure that the State of California and its officers and employees are named as additional named insureds on the general liability insurance policy required by Paragraph (a) for the purposes of any litigation arising at any time during or after the terms of this Agreement with respect to the performance of this Agreement or any act or omission thereunder. That policy also shall provide for notice to this Department in the event of any lapse of coverage and in the event of any claim thereunder. Upon request by the State, the Non - profit Corporation shall submit documentation of such insurance to the State. c. Upon demonstration of cause satisfactory to the Department, the requirements of Paragraphs (a) and (b) may be satisfied by the Non - profit Corporation's and /or Local Entity's providing evidence of an alternative to conventional insurance sufficient to provide equivalent protection. 29. Labor Relations Certification The Non - profit Corporation, by signing the Agreement, does declare under penalty of perjury that no more • • LINC Housing Corporu„on and the City of Seal Beach 00 -MPROP -068 Page 11 of 15 than one final unappealable finding of contempt of court by a Federal Court has been issued against the Non - profit Corporation within the immediately preceding two -year period because of the Non - profit Corporation's failure to comply with an order of a Federal Court which orders the Non - profit Corporation to comply with an order of the National Labor Relations Board (Public Contracts Code Section 10296). 30. Indemnification This Paragraph supersedes Paragraph 1 of this Agreement and any other Paragraph herein which is inconsistent with the terms of this Paragraph. The Non - profit Corporation, with respect to the work it performs under this Agreement, and Local Entity, with respect to the work it performs under this Agreement, shall indemnify and save harmless the State of California and all officers and employees thereof connected with the work or program assisted by this Agreement, from all claims, suits, or actions of every name, kind and description, brought forth, or on account of, physical or other injuries to or death of any person, including but not limited to workers and the public, or damage to property resulting from the performance of this Agreement, except as otherwise provided by statute. 31. Hazardous Substances a. The requirements of this paragraph apply to all conversion and blanket loans. Where the Department is making loans to individual residents only, the Department may waive or reduce any of the requirements of this paragraph if it determines that equivalent studies or plans have been completed or that the costs of satisfying these requirements exceed the benefits to the State. b. For the purpose of this agreement, a "Hazardous Substance ": is any hazardous or toxic material, substance or waste which is or may become regulated in any manner, including but not limited to, statute, or decree, by the federal govemment of the United States, the State of California, or any local or regional government body with regulatory authority and jurisdiction and includes, but is not limited to: (1) those materials or wastes that are defined or which come to be defined by the federal government of the United States, the State of California, or any local or regional government body with regulatory authority and jurisdiction as "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," or hazardous substance "; (2) any substance, product, waste or other material which may give rise to liability under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict liability, or any reported decisions of a state or federal court; (3) petroleum and or petroleum products not contained in a regularly operated motor vehicle for the purpose of fuel and /or lubrication; (4) asbestos, lead -based paint, radon gas, landfill gas, natural gas, formaldehyde, fuel for chemical storage tanks; and includes, but is not limited to, any soil or water contaminated by a material noted above. c. For the purpose of this Agreement, "Hazardous Substance Laws" are all local, state, and federal environmental laws, ordinances, and regulations relating to any Hazardous Substance. d. Prior to the drawdown of funds for acquisition of the mobilehome park, the Non - profit Corporation shall perform, or cause to be performed, a "Phase 1" environmental audit to determine the possible presence of Hazardous Substances on the Development Property and in any improvements thereon, except that the "Phase 1" environmental audit is not required to be performed in individual mobilehomes. For the completion of any environmental audits, hazardous substance removal plans, hazardous substance operations and maintenance plans, or • • LINC Housing CorporaLion and the City of Seal Beach 00 -MPROP -068 Page 12 of 15 other hazardous work done pursuant to this Paragraph, the Non - profit Corporation shall employ personnel with the training, experience, references and insurance coverage that evidence an ability to competently complete the relevant task. It is fully understood that the State may, in its sole discretion, decline to release any funds for acquisition or construction work until all possible violations of Hazardous Substance Laws have been resolved. The Non- profit Corporation, or the entity preparing the environmental audit, shall provide a copy of the environmental audit for the State and shall provide a certification as to the accuracy of the environmental audit and the methodology employed in its preparation. The "Phase 1" environmental audit shall include at a minimum: (1) A historical review of the uses and improvements made to the Mobilehome Park. This historical review shall include an appropriately designed chain -of -title search using the complete records of the appropriate county recorder in order to discover relevant deeds, property descriptions, covenants, restrictions, and other recorded documents. (2) An analysis of old aerial photographs to determine the construction or destruction of buildings and the existence of ponds and disposal areas on the Mobilehome Park over time. (3) An investigation of the Mobilehome Park and sites within 2,000 feet of the Development Property with regard to the Environmental Protection Agency's National Priority List, Comprehensive Environmental Response Compensation and Liability Information System (CERCLIS) list, and any similar state lists. (4) A description of sites within 2,000 feet of the Mobilehome Park which may contain hazardous substances that could impact the Development Property. A review of building, zoning, planning, sewer, water, fire, environmental, and other records that would have information on the Mobilehome Park and the sites described in subparagraph c. (4) above. (5) (6) A review of files and records of the Department of Health Services, Solid Waste Management Board, Regional Water Quality Control Board, Air Quality Management District, and other relevant boards or agencies whose actions may affect, or may have affected,. the Mobilehome Park or the sites described in subparagraph c. (4) above. An inspection of the Mobilehome Park and all existing improvements with particular attention to the use of hazardous substances on the land, within structures, as building components, or in operating equipment. (-7) (8) Findings from interviews with neighbors to determine prior uses of the Mobilehome Park (when appropriate and acceptable to the parties involved). (9) A completed PROPERTY /ENVIRONMENTAL INFORMATION DISCLOSURE form signed by the Contractor or other party with knowledge of the Mobilehome Park. (Copies available upon request) (10) An indication as to whether present or past owners or tenants have stored, created, or . discharged hazardous materials or wastes, and a review of whether appropriate procedures, safeguards, permits and notices are in place. (11) An asbestos report based on comprehensive inspection for asbestos - containing building materials. The inspection must be performed by an inspector certified by the LINC Housing Corpot —ion and the City of Seal Beach 00 -MPROP -068 Page 13 of 15 Environmental Protection Agency. The report must provide enough information to enable any building demolition or removal that may occur to comply with applicable local, state, and federal laws and regulations regarding the demolition of buildings containing asbestos. (12) A discussion of the hazards, if any, posed by the presence of radon gas, underground storage tanks, contaminated soil, contaminated group water, landfill gas, or other dangerous soil gases. (13) A clear, concise, and prominent summary of the reports' findings, conclusions, and recommendations. (14) An indication of the qualifications of the environmental auditor and the subcontractors used in preparing the report. e. In the event the "Phase 1" environmental audit indicates the possible presence of Hazardous Substances as determined by the State, and the Non - profit Corporation desires to proceed with the Development, the Non - profit Corporation shall determine if hazardous substances are actually present and to what extent they are present. This "Phase 2" environmental audit may include: (1) testing underground storage tanks for content and integrity, (2) analyzing soil gas, (3) bulk soil sampling, (4) groundwater and surface water sampling, (5) analyzing local geology for potential chemical spill pathways and, (6) listing individual groundwater wells and subsurface water bodies that may be affected by a hazardous substance release. In the event that the State determined, based on the "Phase 2" audit, that Hazardous Substances are actually present, the Non - profit Corporation shall prepare and submit to the State a detailed plan it would be willing to follow to remove or mitigate these hazards in a' manner which will result in full compliance with all applicable Hazardous Substance Laws. This plan shall include time frames, costs, sources of funds, necessary governmental approvals and any other relevant information related to the scope of the work needed to remove or mitigate the presence of Hazardous Substances. The State reserves the right to terminate this Agreement pursuant to Paragraph 15 if it determines, in its sole discretion, that the additional risks and costs posed by the presence of Hazardous Substance, would jeopardize the security for the grant agreement, render the Development impossible or financially infeasible, or present an undue risk of liability to the State. f. The State may waive or reduce any of the requirements in subparagraphs c and d if it determines that equivalent studies or 'plans have been completed or that other evidence satisfactory to the State exist which eliminates the necessity of undertaking any of the activities required by subparagraphs c and d of this Paragraph. However, a PROPERTY /ENVIRONMENTAL INFORMATION DISCLOSURE must always be completed prior to the draw down of funds for acquisition of the Mobilehome Park or for the construction of improvements. g Upon the completion of an environmental audit, hazardous substance removal, or any related work required under this Paragraph, the Non - profit Corporation shall complete a • • LINC Housing Corpot....on and the City of Seal Beach 00 -MPROP -068 Page 14 of 15 CERTIFICATION OF COMPLETION OF HAZARDOUS SUBSTANCE REMEDIATION (copies available upon request), certifying that the work has been appropriately completed. In the event that the Non - profit Corporation is in negotiation with a party, hereinafter referred to as the "Seller," for the purpose of acquiring the Mobilehome Park, the Non - profit Corporation will make a good faith effort to induce the Seller to execute the PROPERTY /ENVIRONMENTAL INFORMATION DISCLOSURE, the SELLER'S HAZARDOUS SUBSTANCE INDEMNITY AGREEMENT, and the CERTIFICATIONS, REPRESENTATIONS, AND WARRANTIES (copies available upon request). In the event that the Seller refuses to execute the , CERTIFICATIONS, REPRESENTATIONS, AND WARRANTIES, the Non - profit Corporation shall execute that document. h. At all times the Non - profit Corporation shall comply and cause the Development, and all subcontractors, agents or employees to comply with all Hazardous Substance Laws. The Non- profit Corporation shall immediately notify the State in writing of: (1) the discovery by the Non - profit Corporation or any of its subcontractors, agents or employees working with the Mobilehome Park, of any concentration or amount of Hazardous Substance on or under the Mobilehome Park requiring notice to be given to any governmental entity or agency under Hazardous Substance Laws. In the event of such a discovery, work shall be halted on any portion of the Development that may result in violation of occupational health and safety regulations, in violations of public health regulations, in waste or increased costs of hazard removal or mitigation, or in exposing Development residents to an unreasonable risk of harm. Work may be resumed when the State determines that appropriate precautions are taken to avoid these results; (2) any knowledge by the Non - profit Corporation or its subcontractors, agents or employees that the Development does not comply with any Hazardous Substance Laws; (3) the receipt by the Non - profit Corporation or its subcontractors, agents or employees of written notice of any legal actions or claims regarding Hazardous Substances affecting the Development; (4) the discovery.by Non - profit Corporation or its subcontractors, agents or employees, of any occurrence or condition on any real property located within 2,000 feet of the Mobilehome Park that could cause the Mobilehome Park or any part thereof to be designated as "border zone property" under the provisions of Health and Safety Code Section 25220, et seq.; In the event the Non - profit Corporation or its subcontractors, agents or employees is not in compliance with all Hazardous Substance Laws, the Non - profit Corporation shall attain compliance, or ensure compliance not more that thirty (30) days after Non - profit Corporation's receipt of written notice by the State to do so. Notwithstanding the limitations of subdivision (a) above, the Non - profit Corporation hereby agrees in all cases to indemnify and hold the State harmless for any and all liability arising out of the presence of hazardous substances at the Development during the longer- of the term of this Agreement. Liability may be established by, among other forms of demands, a demand in the form of a judgement, a settlement, or an administrative order; and may include costs, fees, penalties, interest, and other costs related thereto. Whereas the purpose of this indemnity is to protect the State from harm, the State's rights to recover accrue as soon as the liability is incurred. "Any and all liability" includes, but is not limited to, liability for: (1) the clean -up of hazardous substances; (2) claims for contribution or apportionment of remedies and; (3) claims for physical or other damages to persons, property, or natural resources. The duty of the Non - profit J. • LINC Housing Corpor• n and the City of Seal Beach 00 -MPROP -068 Page 15 of 15 Corporation to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the Civil Code. The Resident Organizations's duties herein arise regardless of the existence or degree of fault or negligence, whether active or passive, on the part of the State. This subparagraph is in addition to any other indemnity provision of this Agreement and is not to be considered in any manner to supersede any other indemnity provisions of this Agreement or of the Program Documents. Notwithstanding the limitations in subdivision (a) the Non - profit Corporation releases the State from any and all claims that the Non - profit Corporation may currently or subsequently have against the State, arising out of the presence of hazardous substances at the Development. The Non - profit Corporation expressly waives the protection of Civil Code Section 1542. 32. Drug Free Workplace By signing this contract, the contractor or grantee hereby certifies under penalty of perjury under the laws of the State of California that the contractor or grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug -free workplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b. Establish a Drug -Free Awareness Program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The person's or organization's policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation, and employee assistance programs; and, (4) Penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed contract will: (1) (2) Receive a copy of the company's drug -free workplace policy statement; and Agree to abide-by the terms of the company's statement as a condition of employment on the contract. 33. By signing this contract, Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers. C:MPROP /BOILER/REVISED 3/99 • • ATTACHMENT A LINC Housing Corporation and the City of Seal Beach Contract No.: 00 -MPROP -068 Attachment A Page 1 of 2 THE LAND REFERRED TO IN THIS DOCUMENT IS SITUATED PARTLY IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA AND PARTLY IN THE CITY OF LONG BEACH, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: A portion of that parcel of land granted to the City of Seal Beach by that certain Final Order of Condemnation, Superior Court of Los Angeles County, Case No. C- 78004, Parcel 4, a certified copy of which was recorded March 23, 1977 in Book 12115, Page 195 of Official Records of Orange County, California; and a portion of Tide Land Location No. 137 "Survey No. 106 ", as patented by the State of California on February 12, 1901 and recorded April 27, 1901 in Book 9, Page 105 of Patents, records of Los Angeles County, and recorded September 5, 1905 in Book 1, Page 231 of Patents, records Orange County; said above portions of land being more particularly described as follows: Beginning at the most Northerly corner of Tract No. 9783, as shown on map filed in Book 437, Pages 32 to 36 of Miscellaneous Maps, records of Orange County; said corner being a point in the Southeasterly line of the Los Angeles County Flood Control District Land described as Parcel 8 in Superior Court Case No. 231287, in and for the County of Los Angeles, in Book 2383, Page 42, records of Orange County, said Southeasterly line being a curve concave Southeasterly and having a radius of 2000.00 feet, a radial line from said point bears South 35° 57' 55" East; thence Northeasterly along said curve and Southeasterly line, an arc distance of 356.05 feet; thence tangent to said curve and continuing along said Southeasterly line, North 54° 02' 05" East 239.79 feet to the Northeasterly line of that 200.00 foot wide strip of land described in the Quitclaim Deed to the Pacific Electric Railway Company, recorded February 21, 1926 in Book 514, Page 44 of Deeds, records of Orange County; thence Southeasterly along said Northeasterly line, South 42° 15' 32" East 492.08 feet to the Northwesterly line of First Street, as it now exists, said last mentioned Northwesterly line being a line parallel with and distant Northwesterly 110.00 feet, measured at right angels from the boundary line of the Rancho Los Alamitos, per map recorded in Book 1, Pages 460, 461 and 462 of Patents of Los Angeles County, California, and as shown on Record of Survey recorded in Record of Survey Book 90, Pages 23 to 30, and as more particularly established by Seal Beach Boundary Line Agreement No. 2 dated February 5, 1968 and recorded April 8, 1968 in Book 8565, Page 1 of Official Records of Orange County; thence Southwesterly along said last mentioned. parallel line, and the Northwesterly line of First Street, South 54° 48' 38" West 606.81 feet to the beginning. of a tangent curve concave Southeasterly, and having a radius of 610.00 feet; thence Southwesterly along said- curve, an arc distance of 6.79 feet to the most Easterly boundary corner of said Tract No. 9783; thence Northwesterly along the Northeasterly boundary line of said Tract No. 9783, the following courses: North 42° 17' 11" West 203.39 feet to the beginning of a tangent curve concave Easterly and having a radius of 15.00 feet; thence Northerly along said curve, an arc distance of 21.79 feet to the beginning of a reverse curve concave Northwesterly and having a radius of 112.50 feet; thence Northeasterly along said curve, an arc distance of 10.24 feet to the intersection of a non - tangent line bearing North 43° 58' 37" West, a line from said point of intersection bears North 54° 15' 24" West; thence North 43° 58' 37" West 230.28 feet to the most Northerly corner of said Tract No. 9783 and the point of beginning. The above described parcel of land is shown as "Not A Part" on the map of Tract No. 9783, filled in Book 437, Pages 32 to 36, of Miscellaneous Maps, records of Orange County, California. EXCEPT from the above described property, that portion of the subsurface thereof lying one hundred (100) feet or more below the surface of said property, but without any right of entry upon the surface thereof, as set forth in Memorandum of Lease, recorded January 30, 1980 in Book 13484, Page 1969 of Official Records of Orange County, California. • (ATTACHMENT A Continued) • LINC Housing Corporation and the City of Seal Beach Contract No.: 00 -MPROP -068 Attachment A Page 2 of 2 ALSO EXCEPT THEREFROM all oil, oil rights, natural gas rights, mineral rights and other hydrocarbon substances by whatever name known, together with appurtenant rights thereto, without, however, any right to enter upon the surface of said land nor any portion of the subsurface lying above a depth of 500 feet, as excepted or reserved in instruments of record. Some matters affecting specific mobile home sites only are not covered herein. • • ATTACHMENT B LINC Housing Corporation and the City of Seal Beach Contract No.: 00 -MPROP -068 Attachment B Page 1 of 2 PROJECT - SPECIFIC PROVISIONS: NON - SUBDIVIDED PROJECTS 1. Use of MPROP Funds and Miscellaneous a. The Borrower shall use MPROP funds to repay a portion of the debt incurred to acquire the Mobilehome Park and to complete necessary improvements to the project, and shall apply the resulting savings in debt service toward a rent subsidy for the lower - income residents of the Mobilehome Park to the extent that cash flow is available to provide such subsidy. b. Unless otherwise specified, not fewer than 45 days prior to the scheduled close of the appropriate escrows, all items set forth in this Agreement and all other items necessary for completion of the work shall be submitted to the Department for review and approval. c. Individual applications for MPROP or City assistance shall be on forms provided or approved by the Department. An entity approved by the Department shall adequately document eligibility of lower- income households for MPROP or City assistance. Summary of Loan Terms a. Amount: Not to exceed $ 1,000,000.00. b. Term to Maturity: ' 30 years. c. Interest Rate: Three percent per year, simple interest. d. Payments: If necessary for financial feasibility, payments of principal and interest may be deferred for up to seven years. Beginning no later than the eighth year, fully amortized payments will be due for the remaining term of the loan. e. Security: No less than a Second Deed of Trust on the Mobilehome Park. • • LINC Housing Corporation and the City of Seal Beach Contract No.: 00- MPROP -068 Attachment B Page 2 of 2 3. Payment of Funds Upon satisfaction of all conditions precedent to loan closing, the Department shall release funds on behalf of the Borrower, payable to an escrow depository mutually agreed upon by the parties to this Agreement, for deposit into an interest - bearing escrow account in accordance with the escrow instructions provided by the Department. 4. Time Schedule Time is of the essence. All conditions precedent to loan closing and funding must be satisfied to the Department's satisfaction prior to the expiration of the commitment of MPROP funds. • ATTACHMENT C SPECIAL CONDITIONS • LINC Housing Corporation and the City of Seal Beach Contract No.: 00 -MPROP -068 Attachment C Page 1 of 2 The Department shall not be obligated to disburse funds or close an MPROP blanket loan or any particular individual MPROP loan unless all of the following conditions precedent have been satisfied: 1. Prior to assignment of the park to a single - purpose entity to be formed by LINC, the Department will approve the final organizational structure and corporate documents. If a single- purpose entity with resident representation on the board does not take title to the property, satisfactory evidence of an active resident advisory board in the park must be provided. Also, if required by the Department, issuance of an opinion of the Borrower's counsel addressing such legal issues as deemed necessary by the Department Verification that either: (a) park residents are not being displaced through rent increases or other means; and the park is in compliance with the MPROP Anti- Displacement Guidelines, or (b) displacement is being mitigated in accordance with state relocation law. 2. 3. Verification of the adequacy of the collateral securing the Department's loan. Unless otherwise approved by the Department, the adequacy of the collateral shall be evaluated through an appraisal ordered by the Department and paid for by the borrower from their own funds (with reimbursement from loan proceeds at closing, if sufficient proceeds are available). 4. If required by the Department, approval by the Department of a Phase I toxics report, and any follow -up studies- indicated by the Phase I. Payment for these items shall be the responsibility of the" borrower(s), with reimbursement possible at loan closing, if sufficient proceeds are available. 5. Execution of loan documents as required by the Department, including, but not limited to: (a) a promissory note evidencing the Department's loan; (b) security documents as necessary to secure the Department's loan, and (c) for blanket loans, a regulatory agreement governing the operation of the park for the term of the MPROP loan. The regulatory agreement, and all trust deeds, shall be recorded against the borrower's interests in the Mobilehome Park. 6. Issuance of a title insurance policy or policies approved by the Department insuring the Department's security interest(s). 7. Approval by the Department of all project costs, and of the terms, conditions and documentation for all sources of funds to be used to defray these costs. • • LINC Housing Corporation and the City of Seal Beach Contract No.: 00 -MPROP -068 Attachment C Page 2 of 2 8. Approval by the Department of a first year operating budget for the project. 9. Approval by the Department of a replacement reserve study performed in accordance with the requirements of the Department of Real Estate for subdivision projects or other acceptable format, if not a subdivision project. 10. Approval by the Department of an Assistance Analysis Chart detailing, for every recipient of MPROP assistance or City of Seal Beach rental assistance, their incomes, the amount of their subsidy, and such other information as the Department may require. 11. Approval by the Department of a Program of Assistance detailing the mechanism for passing on the subsidy provided by the MPROP blanket loan funds or the City of Seal Beach grant funds to the lower- income residents. 12. Approval by the Department of the property management company that will manage the park upon loan funding, and of its contract and management plan. 13. Verification that the park and any homes occupied by the recipients of MPROP direct assistance comply with the Mobilehome Parks Act (Title 25). 14. If any rehabilitation or construction work is planned in connection with the conversion, approval by the Department of the scope of work, detailed budget, construction contractor and the construction contract documents. 15. Approval by the Department of all professional services contracts entered into or to be entered into in connection with the conversion. 16. Verification of hazard, liability, flood and fidelity insurance coverage in accordance with Department requirements. 17. Verification that all required governmental approvals have been received, including, as applicable, approvals by local planning agencies and the state Department of Real Estate or the Department of Corporations. 18. Approval by the Department of any other documents, instruments, or agreements deemed necessary by the Department. 19. Verification that at least 30% of the households in the park are lower - income (80% of area median, adjusted for family size). 20. The commitment of MPROP funds shall expire May 1, 2002, or other such date as approved in writing by the Department. 1 Receive and File MPROP Standard Agreement Seal Beach Trailer Park Acquisitio Redevelopment Agency Staff Repo, May 29, 200 ATTACHMENT 1 STANDARD AGREEMENT, CONTRACT NO. 00-MPROP-068 (SEAL BEACH TRAILER PARK ACQUISITION) MPROP Agreement.RDA Staff Report 3