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A6255 - JEWISH FAMILY SERVICES OF SAN DIEGO
SUBRECIPIENT AGREEMENT THIS AGREEMENT(herein "Agreement"), is made and entered into this %Qay of 2017, by and between the CITY OF PALM SPRINGS, (herein "City), a municipal corporation and ch rter city, and the Jewish Family Service of San Diego-JFSSD , (herein "Provider"). WHEREAS, the City has entered into various funding agreements with the United States Department of Housing and Urban Development ("HUD"), which agreements provide funds ("CDBG Funds") to the City under the Federal Housing and Community Development Act of 19744(42 U.S.C. Section 5301 et seq.), as amended from time to time (the "Act"), and the regulations promulgated thereunder(24 C.F.R. Section 570 et seg. ("Regulations"); and WHEREAS, the Act provides that the City may grant the CDBG Funds to nonprofit organizations for certain purposes allowed under the Act; and WHEREAS, the Provider is a nonprofit organization which operates a program which is eligible for a grant of CDBG funds and the City desires to assist in the operation of the program by granting CDBG Funds to the Provider to pay for all or a portion of those costs incurred in operating the program permitted by the Act and the Regulations on terms and conditions more particularly set forth herein; NOW,THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF PROVIDER. 1.1 Scope of Services. Provider agrees to provide to City all of the services specified and detailed in its application for funding and Exhibit A. Provider represents and warrants to City that it is able to provide, and will use funds granted by the City to provide the services represented in the Provider's application for funding. City provided funds shall be used only for those purposes specified in such application and this Agreement. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Reports. No later than ten (10) days prior to any payment date specified in Section 2.0, within ten (10)days following the termination of this Agreement, and at such other times as the Contract Officer shall request, Provider shall give the Contract Officer a written report describing the services provided during the period of time since the last report and accounting for the specific expenditures of contract funds hereunder, if applicable. At the times and in the manner required by law, the Provider shall provide to the City, the Department of Housing and Urban Development, the Comptroller General of the United States, any other individual or entity, and/or their duly authorized representatives, any and all reports and information required for compliance with the Act and the Regulations. 1.4 Financial Reporting. Any Provider receiving or due to receive $20,000.00 or more from the City during the 2016 — 2017 Fiscal Year shall provide to City a financial statement prepared by a recognized accounting firm approved by or satisfactory to City's Finance Director completed within the most recent twelve(12) months showing the Provider's financial records to be kept in accordance with generally accepted accounting standards. The report shall include a general ledger balance sheet which identifies revenue sources and expenses in sufficient detail to demonstrate contract compliance and be balanced to bank statements. Any organization receiving or due to receive less than $20,000.00 in the current fiscal year from the City shall provide a copy of the organization's most recent charitable trust report to the Attorney General, or other financial information satisfactory to City's Finance Director. The financial information provided for in this paragraph shall be furnished not later than January 31 sc of the current fiscal year. ORIGINAL BID AND/OR AGREEMENT 2.0 COMPENSATION. 2.1 Contract Sum. The City shall pay to the Provider on a reimbursable basis for its services a sum not to exceed FIFTY-EIGHT THOUSAND AND NINE HUNDRED DOLLARS ($58.900.00) (the "Contract Sum") in accordance with the Budget attached hereto in Exhibit B and incorporated herein by this reference; and as herein provided. The budget cost categories set out in Exhibit B are general guidelines and if mutually agreed by both parties, may be amended administratively by no more than 10%, without the requirement of a formal amendment to this Agreement, but in no event shall such adjustments increase the Contract Sum. The Provider shall submit to the City periodic statements, in the form of Exhibit F, on reimbursable expenditures pursuant to the attached Budget along with pertinent supporting documentation. The City shall promptly review the monthly expenditure statements and, upon approval, reimburse the Provider its authorized operating costs. 2.2 Payroll Records. In cases where the contract sum will reimburse payroll expenses as part of operations, the Provider will establish a system of maintaining accurate payroll records which will track daily hours charged to the project by the Provider's respective employees, as set forth in OMB Circular A-122 Attachment B.6. 2.3 Draw Downs. Failure by Provider to request reimbursement or encumbrance of at least 25% of the total grant by the end of each fiscal year quarter (September 30, December 30, March 31, and June 30)shall result in the immediate forfeiture of 25%of the total grant. 3.0 COORDINATION OF WORK. 3.1 Representative of Provider. The following principals of Providers are hereby designated as being the principals and representatives of Provider authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Joel Craddock, Housing &Educational Services Senior Director 3.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. 3.3 Prohibition Against Subcontracting or Assignment. Provider shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law,without the prior written approval of the City. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Provider, its agents or employees, perform the services required herein, except as otherwise set forth herein. Provider shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Provider shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 COMPLIANCE WITH FEDERAL REGULATIONS. 4.1 The Provider shall maintain records of its operations and financial activities in accordance with the requirements of the Housing and Community Development Act and the regulations promulgated thereunder, which records shall be open to inspection and audit by the authorized representatives of the City, the Department of Housing and Urban Development and the Comptroller General during regular working hours. Said records shall be maintained for such time as may be required by the regulations of the Housing and Community Development Act, but in no case for less than five years after the close of the program. -2 - 4.2 The Provider certifies it shall adhere to and comply with the following as they may be applicable, and as may be amended from time to time: (a) Submit to City through its Community and Economic Development Department semi-annual reports on program status; (b) Section 109 of the Housing and Community Development Act of 1974, as amended and the regulations issued pursuant thereto; (c) Section 3 of the Housing and Urban Development Act of 1968, as amended; (d) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60; (e) Executive Order 11063, as amended by Executive Order 12259, and implementing regulations at 24 CFR Part 107; (f) Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112), as amended, and implementing regulations; (g) The Age Discrimination Act of 1975 (P.L. 94-135, as amended, and implementing regulations; (h) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition at 24 CFR Part 42; (i) The restrictions prohibiting use of funds for the benefit of a religious organization or activity as set forth in 24 CFR 570.200 0); (j) The labor standard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement and requirements; (k) The Program Income requirements as set forth in 24 C.F.R. 570.504(c) and 570.503(b)(8); (1) The Provider is to carry out each activity in compliance with all Federal laws and regulations described in 24 C.F.R. 570, Subpart K, except that the Provider does not assume the City's environmental responsibilities described at 24 C.F.R. 570.604; nor does the Provider assume the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52; (m) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (n) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); (o) The regulations, policies, guidelines and requirements of 24 CFR 570; the "Common Rule", 24 CFR Part 85 and subpart J; OMB Super Circular 2 CFR 200 as they relate to the acceptance and use of federal funds under the federally-assisted program; -3 - (p) Title VI of the Civil Rights Act of 1964(P.L. 88-352) and implementing regulations issued at 24 CFR Part 1; (q) Title VIII of the Civil Rights Act of 1968 (P.L. 90-284)as amended; (r) The lead-based paint requirements of 24 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et sue.); (s) Procure, use, manage and dispose of personal property in accordance with 2 CFR 200.310 and 2 CFR 200.312 through 2 CFR 200.316; (t) Reversion of asset. Upon the Expiration of the agreement, the subrecipient shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Additionally, any real property under the subrecipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the subrecipient in the form of a loan)in excess of$25,000 is either: (i) Used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) until five years after expiration of the agreement, or for such longer period of time as determined to be appropriate by the City; or (ii) Not used in accordance with paragraph (t)(i) above, in which event the subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City. (No payment is required after the period of time specified in paragraph (t) of this section.) (u) Conflict of Interest. The Provider is required to disclose to the City in writing any potential conflict in accordance with 24 CFR Part 570.611; and (v) Such other City, County, State, or Federal laws, rules, and regulations, executive orders or similar requirements which might be applicable. 4.3 The City shall have the right to periodically monitor the program operations of the Provider under this Agreement. 5.0 INSURANCE AND INDEMNIFICATION. 5.1 Insurance. The Provider shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, public liability and property damage insurance against claims for injuries against persons or damages to property resulting from Provider's acts or omissions arising out of or related to Provider's performance under this Agreement. Provider shall also carry Workers' Compensation Insurance in accordance with State Workers' Compensation laws. Such insurance shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30), days' prior written notice of the proposed cancellation to City. A certificate evidencing the foregoing and naming the City as an additional insured shall be delivered to and approved by the City prior to commencement of the services hereunder. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Provider's obligation -4 - to indemnify the City, its officers, or employees. The amount of insurance required hereunder shall be as required by the Contract Officer not exceeding One Million Dollars($1,000,000). 5.2 Indemnification. The Provider shall defend, indemnify and hold harmless the City, its officers and employees, from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys'fees, for injury to or death of person(s), for damage to property (including property owned by the City) arising out of or related to Contractor's performance under this Agreement, except for such loss as may be caused by City's own negligence or that of its officers or employees. 6.0 DISCRIMINATION,TERMINATION,AND ENFORCEMENT. 6.1 Covenant Against Discrimination. Provider covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sex, sexual orientation, gender identity, or any other basis Protected Characteristic by applicable federal, state or local law in the performance of this Agreement. Provider shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, sexual orientation, gender identity, marital status, physical or mental disability, national origin, ancestry or any other basis Protected Characteristic by applicable federal, state or local law. 6.2 Term. Unless earlier terminated in accordance with Section 6.3 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, but not exceeding one(1)year from the date hereof. 6.3 Termination Prior to Expiration of Term. a. In accordance with 2 CFR 200.339, the City may suspend or terminate, in whole or in part, this Agreement if Provider fails to comply with any term of this Agreement or the terms and conditions of the subaward; b. In accordance with 2 CFR 200.339, the City may terminate this Agreement with the consent of the Provider after both parties have agreed upon the termination conditions, including the effective date and, in the case of a partial termination, the portion to be terminated; and C. The Provider may terminate this Agreement at any time, with or without cause, upon thirty (30) days' notification setting forth the reason(s) for such termination, the effective date and, in the case of partial termination, the portion to be terminated. Upon receipt of the notice of termination the Provider shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. However, if the City determines in the case of partial termination that the reduced or modified portion of the subaward will not accomplish the purposes for which the subaward was made, the City may terminate the subaward in its entirety. Provider shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and City shall be entitled to reimbursement for any services which have been paid for but not rendered. 7.0 MISCELLANEOUS PROVISIONS. 7.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below, or such other addresses as may from time to time be designated by mail. -5 - TO CITY: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262-6959 Attn: City Manager WITH COPY TO: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262-6959 Attn: City Attorney TO PROVIDER: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 7.2 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. [ End —Signatures on Next Page] - 6 - CITY OF PALM SPRINGS ATTEST: /I t a municipal corporation By: By. City City Manager V4*APPR T G APPRMWgyCfT IYCOUNCIL By. �/nn City Attorney / I PROVIDER: Check one: _Individual _Partnership �f Corporation (Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, gisistant Treasurer, or Chief Financial Officer). By: Qi By: Notarize ignature of Cha' an of Board, Notarized Signature Secretary,Asst Secretary, Pr dent or any Vice resident Treasurer,Asst Treasurer or Chief Financial Officer Name: �� �'U Name: Title: P U( t/ Title: State of State of ) County of S/tirJ 4A'o )ss County of )ss Eublic or other officer completing this certificate A notary public or other officer completing this certificate ly the identity of the individual who signed the verifies only the identity of the individual who signed the to which this certificate is attached, and not document to which this certificate is attached, and not ness,accuracy,or validity of that document. the truthfulness,accuracy,or validity of that document. State of 52G/f0Afi/ ) State of ) County of i //"a )ss. County of )ss. Onove7et( n before me, On before me, W 114! ,personally appeared personally appeared AXAXWX. 7 IAIf 6 (.wQjAE/N who proved to who proved to me on the basis of satisfactory evidence to be the person(el me on the basis of satisfactory evidence to be the person(s) whose namek.�is/aresubscribed to the within instrument and whose names)is/are subscribed to the within instrument and acknowledged to me that#+dshelthey executed the same in acknowledged to me that he/she/they executed the same in 14is/her/their authorized capacityjiei and that byhisiher/tWO his/her/their authorized capacity(ies), and that by his/her/their signaturq*on the instrument the person*, or the entity signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the upon behalf of which the person(s) acted, executed the instrument. instrument. I certify under PENALTY OF PERJURY under the laws of the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and State of California that the foregoing paragraph is true and correct. correct. WITNESS my hand and offci eal. WITNESS my hand and official seal. Notary Signature: Notary Signature: Note WRY`EE,ACK Notary Seal: COMM. 02172352 s iNotery PUMIC•calliamb o s Sete Dien G tWMr+. J&aoso Ali W6GW7uFss0_5unwvasm,MWAG - 7- CITY OF PALM SPRINGS ATTEST: 9-6 a municipal corporation By: fj77/� ® , By. City Clerk City Manager PPROVED AS TO FORM: y: City Attorney PR VIDER: Check one: J, sistant idual Partnership Corporation (Cor rations require two nsignatures: One signature must be from the Chairman of Board, President, or any Vdent. The second signature must be from the Secretary, Assista t Secretary, Treasur Treasurer, or Chi iinnnann�cial/Offiicce-r). By: By: Notar a Ig ture of Ch rman of Board, Notarized Signature Secretary,Asst Secretary, de or any Vic President Treasurer,jAsst Treasurer or Chief Financial Officer K Name: Name: 4k 1--'k 4(S-PCQ Title: Title: Gfo State of ) State of c"4 ) County of ) s County of'�4 )ss A notary public or oth r o cer completing this certificate Eden ublic or other officer completing this certificate verifies only the idenlil o the individual who signed the ly the identity of the individual who signed the document to which thi ertificate is attached, and not to which this certificate is attached, and not the truthfulness,accura or validity of that document. ness,accuracy,or validity of that document. State of State of 4:-X41'0P 1'f ) County of ) s. County hhoffS10N11 o )ss. On before me, On//�� /Di zO9/7 before me, personally appeared 6 X1Y L�E //f personally appeared who proved to /Billy_44rO J �{j�Ls�L/�f who proved to me on the basis of atisfactory evi nce to be the person(s) me on the basis of satisfactory evidence to be the person(a}- whose name(s)is/ re subscribed to a within instrument and whose namefe�is/�rfsubscrbed to the within instrument and acknowledged to a that he/she/the executed the same in acknowledged to me that he/W;aAhey executed the same in his/her/their auth rized capacty(ies), nd that by his/her/their his/hwVlheir authorized capacity( and that by his/heNther signature(s) on he instrument the p rson(s), or the entity signature(,*ron the instrument the persorl(,,*r or the entity upon behalf which the person(s) acted, executed the upon behalf of which the personX acted, executed the instrument. instrument. I certify and PENALTY OF PERJURY der the laws of the I certify under PENALTY OF PERJURY under the laws of the State of C ifomia that the foregoing pa graph is true and State of California that the foregoing paragraph is true and correct. correct. WITNES my hand and official seal. WITNESS my hand and official s Nota Signature: Notary Signature: Not Seal: Notary Seal: cNn►LU PACK COMM. 02172M2, _ emu , WnMn. Nov,i ar1D DakCIGDBGI&1]IJFSSD_SugecpAgrtnRNON6 7 CITY OF PALM SPRINGS EXHIBIT A Scope of Services Proiect/Activity Title: Project Number: Jewish Family Services of San Diego-JFSSD! 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 Objectives/Activities The intent of this program is to provide chronically homeless disabled individuals' suitable, safe, and affordable housing through one of their HUD funded scattered sites — Desert Vista which is ranked number one (#1) in the County of Riverside's Continuum of Care (CoC) project rankings for providing excellent service and meeting all of the HUD criteria for program continuance. This will be accomplished through the expansion of Nightengale Manor of an exterior accessory space by converting underutilized space for three additional Permanent Supportive Housing units. This facility provides an affordable "Housing First"model of a furnished studio apartment for chronically homeless disabled individuals, serving forty(40)clients east valley-wide and thirty(30) Palm Springs' clients. The Provider shall be responsible for the completion of the following objectives/activities in a manner acceptable and satisfactory to the City and consistent with the standards required as a condition of providing these CDBG funds. Objective 1: Assist the City by timely providing any additional information requested. TARGET DATE ACTIVITY#1 On-Going Make readily available any information relative to the successful implementation of the activity. Objective 2: Establish and maintain a programmatic and financial record keeping process. TARGET DATE ACTIVITY#1 On-Going Establish and maintain an efficient program process/procedure for proper record keeping. Set-up a filing system for CDBG files only. Document and maintain all records related to this program in a stable and secure location. Objective 3: Advertise, market and publicize the program to facilitate positive promotion for all parties (i.e., Provider, City. CDBG, etc.). TARGET DATE ACTIVITY#1 On-Going Draft a promotional piece and submit to City for approval. Advertise in the Desert Sun's daily general circulation newspaper or its weekly Palm Springs geo-targeted newspaper. Submit final publication to City. Objective 4: Enroll and income qualify at least a total of thirty (30) extremely low income to low- income Palm Springs residents in accordance with Exhibit D for improved access to the facility. TARGET DATE ACTIVITY#1 On-Going Provide direct client services and advocacy to help Palm Springs residents. Maintain records of names, addresses, demographics and service dates for all assistance. Objective 5: Maintain records for all CDBG activities related to this program. TARGET DATE ACTIVITY#1 On-Going Document and maintain all records related to this program, including those required, in accordance with HUD Regulations, in a stable and secure location. ACTIVITY#2 On-Going Submit Semi-Annual reports — referenced Exhibit E within fifteen (15) calendar days of the program mid-year, December 315t, and program completion, June 30th. Objective 6: Manage/monitor program activities. TARGET DATE ACTIVITY#1 On-Going Perform monitoring activities necessary to ensure that the program is being conducted in compliance with the CDBG policies, federal regulations, and local statues, including Davis-Bacon Act, Copeland Act, and Non-discrimination/ EEO requirements. Objective 7: Make improvements through expansion of Nightengale Manor of an exterior accessory space by converting underutilized space for three additional Permanent Supportive Housing units. TARGET DATE ACTIVITY#1 On-Going Conduct activities to improve availability/accessibility in accordance with an 'open competitive' procurement process as stipulated in this Agreement and in consultation with the City. Objective 8: Provide an evaluation within fifteen (15) calendar days of the program completion or final reimbursement. TARGET DATE ACTIVITY#1 07/15/17 Provide an evaluation and final report on all programmatic and financial activities. General Administration Provide the management oversight and leadership to address specific operational tasks in meeting the established performance levels, as well as perform supportive activities (i.e., clerical, monitoring, etc.) CITY OF PALM SPRINGS EXHIBIT B Budget Summary Proiect/Activity Title: Project Number: Jewish Family Services of San Diego-JFSSD/ 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 COST CATEGORY CDBG OTHER TOTAL SHARE SOURCES COST 1 Personnel -0 - -0 - -0 - 2 Consultant/Contract Services -0 - -0 - -0 - 3 Travel -0 - -0 - -0- 4 Space Rental -0 - -0 - -0- 5 Consumable Supplies -0 - - 0 - -0 - 6 Rental, Lease or Purchase of -0- - 0- -0 - Equipment 7 Insurance -0- - 0- -0 - 8 Other— $58,900. $712,939. $771,839. Construction/Rehabilitation Contingency -0 - -0 - -0 - TOTALS $58,900. $712,939. $771,839. If costs are to be shared by other sources of funding, including CDBG funds from other jurisdictions, identify the source of funding,grantor/lending agency, and cost category information. Other funding sources may include federal grants, JFSSD contribution, program income and in-kind contributions. Progress payments, approved by the Subreci0ent and based upon the percentage of completion of the work with a 10% retention, shall be paid by the 30t day of each month, provided that the payment application has been submitted to the City on or before the first working day of the month. The Subrecipient shall receive reimbursements and/or its suppliers/vendors shall receive direct payments by way of a two-party check, in accordance with the aforementioned cost categories and line items which are subject to receipt of an acceptable requisition in the form of a monthly Request for Reimbursement. The Subrecipient recognizes that the CDBG Funds are received from the HUD, and that the obligation of the City to make payment to Subrecipient is contingent upon receipt of such funds from HUD. In the event that said funds, or any part thereof, are, or become, unavailable, then the City may immediately terminate or amend this Agreement. CITY OF PALM SPRINGS EXHIBIT C Insurance Inventory Proiect/Activity Title: Project Number: Jewish Family Services of San Diego -JFSSD! 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 INSURANCEINVENTORY LIABILITY INSURANCE POLICY Name of Provider's Insurance Company Philadelphia Indemnity Insurance Co. Effective Dates of Policy 7/1/2016 to 7/1//2017 Claims Made Policy ! / Per Occurrence Policy I I Limits of Liability $2,000,000 Deductibles: Per Occurrence Annual Aggregate Additional Insured Endorsement (Certificate Holder) 0 Yes ❑ No Original Certificate of Insurance Attached ❑ Yes Q No WORKER'S COMPENSATION POLICY Name of Provider's Insurance Company Zenith Insurance Company Effective Dates 7/1/2016 to 7/1//2017 Limits of Liability $1 M Per Occurrence Underlying Coverage Limits Original Certificate of Insurance Attached ❑ Yes 0 No 1 ® DATE(MMIDD/YYYY) AC RDII CERTIFICATE OF LIABILITY INSURANCE 2/22/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER CONTACT Jessica Bratz Alliant Insurance Services, Inc. PHONE 619-849-3818 FAX 619-699-2104 701 B Street,6th Floor — San Diego CA 92101 E-MAIL DRESS.jbratz@alliant.com INSURERS AFFORDING COVERAGE _ _ _ NAIC R INSURER A:Philadel hia Indemnity Insurance Cc 18058 INSURED JEWIFAM-01 INSURERB:Zenith Insurance Company 13269 Jewish Family Service of San Diego INSURER C 8804 Balboa Avenue San Diego CA 92123-1506 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1787054335 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY Y PHPK1519483 7/1/2016 7/1/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X� OCCUR III PREMISES Ea occurrencel $1,000,000 MED EXP(Any one person) s20,000 PERSONAL B ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� PEI° L_X] LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY PHPK1519483 711/2016 7/1/2017 COMBINED SINGLE LIMIT (Ea acccenO $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY AMA $ HIRED AUTOS AUTOS Per accident $ A X UMBRELLA LIAB X OCCUR PHUB547883 71V2016 7/1/2017 EACH OCCURRENCE $7,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE _ $7,000,000 DED 'x I RETENTION$10.000 1 $ B !WORKERS COMPENSATION Z070336108 7/1/2016 7/1/2017 X STATUTE OERH AND EMPLOYERS'LIABILITY YIN _-- ANY PROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? N/A` -- (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 77 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Excess Liability extends over all coverages listed. The City of Palm Springs, its officers,officials,employees and volunteers are included as Additional Insureds on primary and non-contributory basis. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 2743 Palm Springs CA 92262 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD PI-GLD-HS(10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own,Rent,or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 8 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers,Landlords,or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners,Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10111) Duties in the Event of Occurrence,Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury 'Bodily injury"or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to'bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I—COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b.Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim,we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2. Exclusions, Paragraph g.(2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to cant'persons or property for a charge; This provision applies to any person,who with your consent,either uses or is responsible for the use of a watercraft This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) LIABILITY,Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent,or occupy, including any costs or expenses incurred by you,or any other person, organization or entity, for repair, replacement,enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to anther's property, unless the damage to property is caused by your client,up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word"fire° is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems'where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises,while rented to you, or in the case of damage by fire, lightning, explosion, smoke,or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V—DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance, (1)(a)(ti)is deleted in its entirety and replaced by the following: That is insurance for fire, lightning,explosion, smoke,or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner, 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event,whether such damage results from fire, lightning,explosion, smoke,or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation," or"civil proceeding" seeking these damages. However,we will have no duty to defend the insured against any"suit" seeking damages, "investigation,"or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful,or Deliberate Violations Any willful, intentional,or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding"means an action by the Department of Health and Human Services(HHS) arising out of"violations." b. "Investigation" means an examination of an actual or alleged"violation(s)"by HHS. However, "investigation"does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1.Insuring Agreement,a. (3)(b)is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2.Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION 1—COVERAGES,SUPPLEMENTARY PAYMENTS-COVERAGE A AND B are amended as follows: 1. b.is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. Al reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an"employee"in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) K. Key and Look Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients" premises due to theft or other loss to keys entrusted to you by your'client,' up to a$10,000 limit per occurrence and$10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a"client"for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client"means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee"means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined in Paragraph (1)above,who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and perforating services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm,factor,commission merchant,consignee, independent contractor or representative of the same general character;or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager"means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION 11—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company, c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you;or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers,Landlords,or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership,maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10111) organization is an insured only with respect to liability for"bodily injury,""property damage' or "personal and advertising injury" caused, in whole or in part, by your maintenance,operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds,this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance,repair,construction,erection,or removal of advertising signs, awnings, canopies,cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance,or use of any elevators covered by this insurance. i. Vendors—Only with respect to°bodily injury" or"property damage' arising out of"your products° which are distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor, (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration,testing, or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; Page 6 of 12 , Includes copyrighted material of Insurance Services Office, Inc., with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) (g) Products which,after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (l) The exceptions contained in Sub-paragraphs(d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient, part or container, entering into, accompanying or containing. J. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury,""property damage"or"personal and advertising injury"but only for liability arising out of the negligence of the named insured.The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury,""property damage"or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after. (a) All work, including materials,parts or equipment fumished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or (b) That portion of'your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) m. State or Political Subdivisions—Any state or political subdivision as required,subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard," M. Duties in the Event of Occurrence,Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2.is amended as follows: a.is amended to include: This condition applies only when the"occurrence' or offense is known to: (1) You, if you are an individual; (2) A partner,if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b.is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,8.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLO-HS(10111) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. Therefore,the insured can waive the insurer's rights of recovery prior to the occurrence of a loss,provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above)at any time. R. Personal and Advertising Injury—Abuse of Process,Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer,director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) c. Directly or indirectly related to the sale, rental,lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured;or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation,court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12of12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company 4. Other Insurance (3) When this insurance is excess over other If other valid and collectible insurance is available insurance, we will pay only our share of the to the insured for a loss we cover under amount of the loss, if any, that exceeds the Coverages A or B of this Coverage Part, our sum of: obligations are limited as follows: (a) The total amount that all such other a. Primary Insurance insurance would pay for the loss in the This insurance is primary except when absence of this insurance, and Paragraph b. below applies. If this insurance is (b) The total of all deductible and self- primary, our obligations are not affected unless insured amounts under all that other any of the other insurance is also primary. insurance. Then, we will share with all that other (4) We will share the remaining loss, if any, insurance by the method described in with any other insurance that is not Paragraph c. below. described in this Excess Insurance b. Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance (1) This insurance is excess over. shown in the Declarations of this Coverage (a) Any of the other insurance, whether Part. primary, excess, contingent or on any c. Method Of Sharing other basis: If all of the other insurance permits contribution (i) That is Fire, Extended Coverage, by equal shares, we will follow this method Builder's Risk, Installation Risk or also. Under this approach each insurer similar coverage for"your work"; contributes equal amounts until it has paid its (ii) That is Fire insurance for premises applicable limit of insurance or none of the loss rented to you or temporarily remains, whichever comes first. occupied by you with permission of If any of the other insurance does not permit the owner; contribution by equal shares, we will contribute (III) That is insurance purchased by you by limits. Under this method, each insurer's to cover your liability as a tenant for share is based on the ratio of its applicable "property damage" to premises limit of insurance to the total applicable limits of rented to you or temporarily insurance of all insurers. occupied by you with permission of S. Premium Audit the owner; or a. We will compute all premiums for this (iv) If the loss arises out of the Coverage Part in accordance with our rules maintenance or use of aircraft, and rates. .,autos"or watercraft to the extent not subject to Exclusion g. of Section I — b. Premium shown in this Coverage Part as Coverage A — Bodily Injury And advance premium is a deposit premium only. Property Damage Liability. At the close of each audit period we will compute the earned premium for that period (b) Any other primary insurance available to and send notice to the first Named Insured. you covering liability for damages The due date for audit and retrospective arising out of the premises or premiums is the date shown as the due date operations, or the products and on the bill. If the sum of the advance and audit completed operations, for which you premiums paid for the policy period is greater have been added as an additional than the earned premium, we will return the insured. excess to the first Named Insured. (2) When this insurance is excess, we will have c. The first Named Insured must keep records of no duty under Coverages A or B to defend the information we need for premium the insured against any "suit" if any other computation, and send us copies at such times insurer has a duty to defend the insured as we may request. against that "suit". If no other insurer defends, we will undertake to do so, but we 6. Representations will be entitled to the insured's rights By accepting this policy, you agree: against all those other insurers. a. The statements in the Declarations are accurate and complete; Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 CITY OF PALM SPRINGS EXHIBIT D Beneficiary Qualification Statement Project/Activity Title: Project Number: Jewish Family Services of San Diego-JFSSD/ 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 BENEFICIARY QUALIFICATION STATEMENT This statement must be completed and signed by each person or head of household (legal guardian) receiving benefits form the described projectlactivity. Please answer each of the following questions. 1. How many persons are in your household? For this question a household is a group of related or unrelated persons occupying the same house with at least one member being the head of the household. Renters,roomers,or borders cannot be included as household members. 2. Circle your combined gross annual income(Riverside-San Bernardino-Ontaria,CA MSA-03/28/16) AREA MEDIAN NUMBER OF PERSONS IN YOUR HOUSEHOLD: INCOME(AMI) 1 2 3 4 5 6 7 8 LEVEL-$61,400 EXTREMELY LO INCOME $13,450 $16,020 $20,1600 $24,300 $28,440 $32,580 $36,730 $40,890 0 30%of AMI LOW INCOME $22,400 $25,600 $28,800 $31,950 $34,550 $37,100 $39,650 $42,200 30-50%ofAMl MODERATE INCOME $35,800 $40,900 $46,000 $51,100 $55,200 $59,300 $63,400 $67,500 50-80%of AMI NON LOW 8 MOD INCOME $35,801 $40,901 $46,001 $51,101 $55,201 $59,301 $63,401 $67,501 >80% 3. What race/ethnicity do you identify yourself as; please note that this self-identification is voluntary in accordance with equal opportunity laws? ❑ White ❑ American Indian or Alaska Native AND White ❑ Black/African American ❑ Asian AND White ❑ Asian ❑ Black/African American AND White ❑ American Indian or Alaskan Native ❑ American Indian/Alaska Native AND Black/African American ❑ Native Hawaiian or Other Pacific Islander ❑ Other: HISPANIC/LATINO ETHNICITY ❑ Yes ❑ No If yes,check one: ❑ Mexican/Chicano ❑ Puerto Rican ❑ Cuban ❑ Other: 4. Are you female Head of Household? ❑ YES ❑ NO 5. Do you have a disability? ❑ YES ❑ NO If YES,please describe: ACKNOWLEDGEMENT AND DISCLAIMER I CERTIFY UNDER PENALTY OF PERJURY THAT INCOME AND HOUSHOLD STATEMENTS MADE ON THIS FORM ARE TRUE. NAME: DATE: ADDRESS: PHONE NO: SIGNATURE: The information you provide on this form is confidential and is only utilized for Community Development Block Grant(CDBG)program purposes, a Federally-funded program,governmental reporting purposes to monitor compliance. CITY OF PALM SPRINGS EXHIBIT E Semi-Annual Program Progress Report Proiect/Activity Title: Project Number: Jewish Family Services of San Diego -JFSSD/ 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 PROGRAM PROGRESS REPORT Period: DIRECT BENEFIT REPORT ♦ Number of First-Time Program Beneficiaries Serviced: #of Households #of Persons <or=30%: 30-50%: 50-80%: >80%: ♦ Number of First-Time Female Headed Households: ♦ Counts by Race/Ethnicity: White American Indian or Alaska Native AND White Black/African American Asian AND White Asian Black/African American AND White American Indian or Alaskan Native American Indian/Alaska Native AND Black/African American Native Hawaiian or Other Pacific Islander Other: HISPANIC/LATINO ETHNICITY: Mexican/Chicano Puerto Rican Cuban Other: ♦ Number of Disabled: ACCOMPLISHMENT NARRATIVE LEVERAGING RESOURCES NARRATIVE Signed Title Date CITY OF PALM SPRINGS EXHIBIT F Request for Reimbursement Proiect/Activity Title: Project Number: Jewish Family Services of San Diego-JFSSD/ 0016 Nightengale Manor Expansion Name/Address of Provider: Jewish Family Services of San Diego 8804 Balboa Ave San Diego, CA 92123-1506 BENEFICIARY QUALIFICATION STATEMENT �" Cher— Construction/Rehabilitation $58,900 I CERTIFY THAT, (a) the City of PALM SPRINGS, as grantee of the CDBG, has not previously been billed for the costs covered by this invoice, (b)funds have not been received from the Federal Government or expended for such costs under the terms of the Agreement or grant pursuant to FMC-74-4 & 24 CFR Part 58;(c) this agency is in full compliance with all applicable provisions under the terms of the Contractor grant; and (d) this agency is in full compliance with all applicable tax laws and hereby affix original signatures. PREPARED BY: APPROVED BY: Name, Title, Date Name, Title, Date City of PALM SPRINGS Use Only Audited by: Examined by: Approved by: If necessary, additional sheet(s)must be attached detailing cost breakdowns,and verified by original signatures. CITY OF PALM SPRINGS EXHIBIT G Employment Restrictions 1. Labor Standards The PROVIDER agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act, the Copeland "Anti-Kickback" Act (40 U.S.C. 276a-276a-5;40 USC 327 and 40 USC 276c)and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this contract. The PROVIDER shall agree to submit documentation provide by the CITY which demonstrates compliance with hour and wage requirements of this part. The PROVIDER agrees that, all general contractors or subcontractors engaged under contracts in excess of$2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to joumeyworkers; provided, that if wage rates higher than those required under the regulations are imposed by state and local law, nothing hereunder is intended to relieve the PROVIDER of its obligation, if any, to require payment of the higher wage. The PROVIDER shall cause or require to be inserted in full, in all such contracts subject to such regulations,provisions meeting the requirements of this paragraph. 2. "Section 3 Clause" a. Compliance Compliance with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this Contract and binding upon the CITY, the PROVIDER and any of the PROVIDER'S subrecipients and subcontractors. Failure to fulfill these requirements shall subject the CITY, the PROVIDER and any of the PROVIDER'S subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The PROVIDER certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. The PROVIDER further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this contract is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.0 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area and contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low-and very low-income persons residing in the metropolitan area in which the project is located." The PROVIDER further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low-and very low-income persons residing within the metropolitan area in which the CDBG- funded project is located;where feasible, priority should be given to low-and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low-and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns which provide economic opportunities to low-and very low-income residents within the service area or the neighborhood in which the project is located,and to low-and very low-income participants in other HUD programs. The PROVIDER certifies and agrees that no contractual or other legal incapacity exists which would prevent compliance with these requirements. b. Notifications The PROVIDER agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. DOC # 2012-0486458 20/21/2012 04:13P Fee:NC Page 1 of 47 Recorded in Official Records RECORDED AT THE REQUEST OF County of Riverside AND WHEN RECORDED RETURN TO: Larry W. ward Assessor, County Clerk & Recorder City of Palm Springs 1111111111111111111111111111111111111111111111111111111 3200 Tahquitz Canyon Way, P.O. Box 2743 Palm Springs, Ca. 92263-2743 s R U PAGE SIZE LONG DA MISC RFD COPY Attention: City Clerk T ILA M A L 1 465 426 PCOR NCOR SMF CHG FxAM (SPACE ABOVE THIS LINE FOi T: CTY UNI This Agreement is recorded at the request and for the benefit of the City of Palm 7X Springs acting solely in its capacity as the Housing Successor Agency of the former Community Redevelopment Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. THE CITY OF PALM SPRINGS F034 4./ APPROVED By CITY COUNCIL Its: City Mana e s��a at, Pa�aS� r Dated: /6 Y PARTICIPATION AGREEMENT by and between City of Palm Springs, acting solely in its capacity as the Housing Successor Agency of the former Community Redevelopment Agency and Jewish Family Services of San Diego (JFSSD) for Nightengale Manor, 2951 N De Anza Road Residential Project Palm Springs, CA 92262-0692 1 ATTACHMENTS 1. Exhibit A: Legal Description of Property 2. Exhibit B: Schedule of Performance/Payment Schedule 3. Exhibit C: Budget/Financial Plan 4. Exhibit D: Certificate of Completion 5. Exhibit E: Basic Design 6. Exhibit F: Affordability Restrictions. 2 PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT ("Agreement') is entered as of the Effective Date (defined in this Agreement), between the City of Palm Springs, acting solely in its capacity as the Housing Successor Agency of the former Community Redevelopment Agency, ("City") and Jewish Family Services of San Diego (JFSSD) ("Operator"). RECITALS The parties enter this Agreement based on the following facts, understandings, and intentions: A. The Palm Springs Community Redevelopment Agency ("Agency") was a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Cal. Heath & Safety Code §33000 et seq.) B. The Agency administered the Low and Moderate Income Housing Fund established pursuant to Cal. HAS. C. Sections 33334.2 et seq. C. To the extent provided in or allowed by the Law including Cal. H.&S.C. Sections 33334.2 and 33449, as provided by joint resolutions of the Palm Springs City Council and the City, findings and determinations pursuant to Health and Safety Code Section 33334.2.(g), the Plan and limited to the terms and conditions therein, the City may make improvements upon and/or construct and improve structures in order to provide housing for persons and families of low or moderate income, by variously (1) allowing the use of Housing Set Aside Funds outside the Project Areas and (2) placing a priority on the use of the Housing Set Aside Funds from the Project Areas to be used either within or adjacent to the Project Areas. D. On December 29, 2011, in California Redevelopment Association v. Matosantos, Cal. Supreme Court Case No. S194861, the California Supreme Court upheld AB26X1, which dissolves all redevelopment agencies in the State of California, and struck down AB27X1, which allowed redevelopment agencies to remain in existence if such agency opted in to the "Voluntary Alternative Redevelopment Program" ("VARP"). E. The City of Palm Springs is a municipal corporation and charter city under the Constitution of the State of California. F. Pursuant to Cal. Health & Safety Code §34176, the City could either opt to retain the housing assets and functions previously performed by the Palm Springs Community Redevelopment Agency or, by default, allow those assets and functions to be assigned to and assumed by the Palm Springs Housing Authority. G. On January 4, 2012, the City Council of the City of Palm Springs approved a resolution expressing its intention to have the City of Palm Springs assume all rights, 3 powers, assets, liabilities, duties, and obligations associated with the housing activities of the Palm Springs Community Redevelopment Agency. H. Operator is the lessee of certain real property described in Exhibit "A" attached hereto and incorporated herein (the "Property'), including improvements located thereon which shall be improved by Operator as contemplated by this Agreement and known as Nightengale Manor located at 2951 N De Anza Road, Palm Springs, California (the "Project'). The Property and Project are located within the territorial jurisdiction of the City. I. Operator proposes to lease and renovate a residential rental project on the Property consisting of ten (10) residential units. All of the residential units (the "Affordable Units") are to be rented and preserved as Affordable Rental Housing. J. Operator agrees to undertake improvements in accordance with the combined Schedule of Performance described in Exhibit B attached hereto and incorporated herein (the "Schedule of Performance"). K. To the extent Housing Set Aside Funds will exceed 50 percent of the cost of producing the Affordable Units, the City has determined based on substantial evidence, that the use of the Funds is necessary because the City or Operator of the Affordable Units has made a good faith attempt but been unable to obtain commercial or private means of financing the units at the same level of affordability and quantity. The Project is not feasible and cannot be completed and restricted to the affordable rental housing purposes and uses provided under Law and this Agreement absent the financial support of the City. L. The Property and associated on site and off-site improvements are collectively referred to in this Agreement as the "Improvements" or the "Project," all of which will directly benefit the Property and the area, cannot otherwise be reasonably paid for or financed, and are necessary to eliminate blight. M. City is willing to assist Operator's reconstruction of the Affordable Units by making available to Operator as a grant of certain Housing Funds in the amount of $80,000 (the "Grant') upon the terms and conditions specified this Agreement. N. The Grant shall be paid in accordance with the schedule set out in Exhibit B to the Agreement. The Grant and performance of the affordability and other covenants and restrictions set forth in this Agreement shall be evidenced by this Agreement and the Restrictions set forth. O. The Project has been environmentally assessed under the California Environmental Quality Act (CEQA), resulting in a Categorical Exemption. Based on the review, City staff determined that the project is consistent with all of the criteria specified for an exemption to the California Environmental Quality Act (CEQA) in accordance with Section 15301/Class 1 of the CEQA Guidelines for existing facilities. 4 P. The Operator and the City have determined that this Agreement is not subject to Article XXXIV of the California Constitution. AGREEMENT 1. DEFINITIONS. Besides definitions contained elsewhere in this Agreement, the definitions in this Section will govern the construction, meaning, application and interpretation of the various terms used in this Agreement. 1.1 "ADA" means the Americans with Disabilities Act of 1990. 1.2 "Affordability Period" means a period of fifty-five (55) years commencing from the date City records the Certificate of Completion. 1.3 "Affordable Rental Housing" or Affordable Units means the Units available at affordable rent, as defined by Cal. H.&S.C. Section 50052.5 (4), to persons and families of low and moderate income, as defined in Cal. H.&S.C. Section 50093 of Code, consistent with Recital F above which requirements shall be enforceable by covenants running with the land. As used in this Agreement, the term "Affordable Low Income Rent' shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as set forth by Health & Safety Code Section 50053, or its successor, which is currently thirty percent (30%) of sixty percent (60%) of the Riverside County Median Income adjusted for the family size appropriate for the Unit and the term "Affordable Moderate Income Rent" shall mean annual rentals whose amount does not exceed the maximum percentage of income that can be devoted to rent as set forth by Health & Safety Code Section 50053, or its successor, which is currently thirty percent (30%) of one-hundred-ten percent (110%) of the Riverside County Median Income adjusted for the family size appropriate for the Unit. 1.4 "City" means the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic, organized and existing under the Law, and any assignee of or successor to its rights, powers and responsibilities. 1.5 "Agreement' means this Operator Participation Agreement. 1.6 "Budget' means the Budget/Financial Plan for the Project attached hereto and incorporated herein as Exhibit "C" (the "Budget"). 1.7 "Certificate of Completion" means that Certificate issued in the form attached as Exhibit "D" to Operator by City evidencing completion of the Project for purposes of this Agreement. 5 1.8 "Conditions Precedent of City" means the conditions precedent to the effectiveness of this Agreement against the City. 1.9 "Day" whether or not capitalized, means a calendar day, unless stated otherwise. 1.10 "Restrictions" means the affordability restrictions contained in this Agreement and Exhibit F thereto, containing all conditions, covenants, and restrictions required by the Law, any other applicable laws and regulations, the Plan, and this Agreement, running with the Property and the Affordable Units thereon and burdening such for the Affordability Period. 1.11 "Default" means a party's failure to timely perform any action or covenant required by this Agreement following notice and opportunity to cure. 1.12 "Director" means the Executive Director of the Community Redevelopment Agency or Housing Successor Agency. 1.13 "Entitlements" mean all permits and fees that the City, County of Riverside, and other governmental agencies with jurisdiction over the Project, the Improvements or the Property may require. 1.14 "Effective Date" means the date of complete execution of the Agreement following City Council approval thereof. 1.15 "Environmental Laws' means any federal, state, or local law, statute, ordinance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials or waste including, without limitation, any state or federal lien or "super lien" law, any environmental cleanup statute or regulation, or any governmentally required permit, approval, authorization, license, variance or permission. 1.16 "Funding Source" means the Grant and other funding sources secured by Operator to construct the Improvements. 1.17 "Financing Plan" means the Budget including sources and uses of funds sufficient for Operator to complete the Improvements according to the Schedule of Performance. 1.18 Reserved. 1.19 "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government including, without limitation, any material or substance which is: (a) defined as a "hazardous waste," 6 "extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117, or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, (b) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, (c) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, (d) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, (e) petroleum, (f) friable asbestos, (g) polychlorinated byphenyls, (h) listed under Article 9 or defined as "hazardous" or "extremely hazardous' under Article 11 of Title 22, California Administrative Code, (1) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), 0) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq., or (k) defined as "hazardous substances" pursuant to Section of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601, et seq.); provided, however, hazardous materials shall not include: (1) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of residential rental housing or associated buildings and grounds, or typically used in household activities, in a manner typical of other residential rental housing developments which are comparable to the Improvements; and (2) certain substances which may contain chemicals listed by the State of California pursuant to Health and Safety Code Sections 25249.8 et seq., which substances are commonly used by a significant portion of the population living within the region of the Property, including, but not limited to, alcoholic beverages, aspirin, tobacco products, NutraSweet and saccharine. 1.20 "Household" means one or more persons occupying an Affordable Unit. 1.21 "Housing Set-Aside Funds" means those California Health and Safety Code Section 33334.2 monies held and administered by City a portion of which shall be made available as the Grant to Operator for eligible costs and expenses incurred by Operator in constructing the Improvements in such amounts, and upon such terms and conditions specified in this Agreement. 1.22 "Improvements" mean the construction of the Affordable Units and other units that Operator will complete on the Property as part of the Project, including associated fencing, and landscaping improvements. 1.23 "Law" means the Community Redevelopment Law of the State (California Health and Safety Code Sections 33000 et seq.). 7 1.24 "Grant" means the principal sum of $80,000 provided by City to Operator as a Grant, upon the terms and conditions set forth in this Agreement. 1.25 "Grant Documents" are collectively this Agreement and all exhibits and attachments thereto any deed of trust given as security, as they may be amended, modified or restated from time to time. 1.26 "Material Change" means a change, modification, revision or alteration to the Grant Documents that significantly deviates from those previously approved by the City, provided that fully funded change(s) which do not result in a change in the number or type (i.e. residential, affordable) of Units and/or an increase in the total Grant funding provided in this Agreement shall not constitute Material Change(s). 1.27 "Operator' means a Jewish Family Services of San Diego (JFSSD), a California 501 (c)(3) non-profit corporation. 1.28 Reserved. 1.29 "Project" means the rehabilitation of 10 residential Units on the Property, of which all Units shall be Low Income Housing. 1.30 Reserved. 1.31 "Project Completion Date' means the date that City shall have determined the Project has reached completion in accordance with the plans and specifications in the Schedule of Performance, as evidenced by City's issuance of a Certificate of Completion. 1.32 "Property" means the real property described in Exhibit"A". 1.33 Reserved. 1.34 "Release of Restrictions" means a release of those covenants, conditions and restrictions contained in this Agreement. 1.35 "Schedule of Performance" means the schedule attached as Exhibit "B," setting forth the dates and times by which the parties must accomplish certain obligations under this Agreement. The parties may revise the Schedule of Performance from time to time on mutual written agreement of Operator and City, but any delay or extension of the Completion Date is subject to the requirements in this Agreement. 1.36 "Security Financing Interest" means a security interest which Operator grants in the Property and the Improvements thereon before the City issues and records a Release of Restrictions. 8 1.36 "Unit" mean a residential unit constituting the Project. 2. CONDITIONS PRECEDENT TO CITY'S OBLIGATION TO PERFORM UNDER THIS AGREEMENT. The following are conditions precedent to City's obligation to perform under this Agreement. Until each and all of the conditions are satisfied, City is not obligated to take any action, or provide any funding under this Agreement. City, in writing by its authorized representative, may waive any condition or agree to extend the time for satisfaction of any condition set forth in this Section 2. City may terminate this Agreement as provided herein for the failure of a condition. 2.1 Reserved. 2.2 Operator has entered into, and provided City copies of agreements with any and all funding sources and the general contractor for the Project. All such funding source agreements shall contain a provision whereby the party(ies) to each such agreement, other than Operator, agree to make reasonable efforts to (i) notify City immediately of any event of default by Operator under such agreement; (ii) notify City immediately of termination or cancellation of such agreement; and (iii) provide City, upon City's request, an estoppel certificate certifying that such agreement is in full force and effect and Operator is not in default under such agreement. 2.3 Operator has submitted evidence that the combined monies from the Funding Sources are not less than the greater of a total development cost of $80,000 or the amount which City determines is necessary to complete the Project. If City determines that said funds are not sufficient to complete the Project, Operator may satisfy this condition as agreed to by Operator and City in writing. 2.4 Operator will submit its Financing Plan to the City for review and acceptance provided that the purpose of City's review is solely to confirm Operator has sufficient funds available to complete the Improvements and maintain Project as this Agreement requires. After City accepts the Financing Plan, Operator will not make any Material Change in the Financing Plan without first submitting such change to City for review and acceptance, which shall not be unreasonably withheld, delayed or conditioned. 2.5 Operator, at Operator's expense, shall have investigated and determined all environmental, soil, seismic, and other surface and subsurface conditions of the Property and the suitability of such conditions for the Project. Operator's responsibility and due diligence includes, but is not limited to, determining the presence of Hazardous Materials. Both Operator and City will promptly give the other copies of all reports and test 9 results. Operator will indemnify, defend, and hold City harmless from any damages or claims arising out of Operator's inspections and tests. 2.6 Should Operator's property assessment/inspection reveal any Hazardous Materials or environmental conditions requiring remediation, Operator will promptly notify City. Not later than ten (10) days from and after such notice, Operator shall, at its sole cost and expense, commence to make required submittals, develop required remedial action plans, and thereafter pursue remediation activities as to such Hazardous Materials or environmental conditions and to diligently prosecute such to completion as required by applicable federal, state and local law and in a manner and according a reasonable time frame agreeable to City, unless identified conditions cost exceed $5,000 at which time Operator may terminate Agreement prior to the commencement of the Project or any Improvements. Without limiting the foregoing, any remediation will be performed pursuant to a remedial action plan, if needed, approved by the governmental agencies having jurisdiction and will be performed according to applicable environmental laws and governmental requirements. 2.7 Operator shall not be in default of this Agreement and all representations and warranties of Operator contained herein shall be true and correct in all material respects. 2.7.1 Operator will have signed and delivered all documents required hereunder. 2.7.2 Operator will have received all land use and development approvals, variances, permits and the like required by this Agreement. 2.8 Operator will have provided proof of insurance as required by this Agreement. 2.9 This Agreement shall have been recorded with the Riverside County Recorder's Office. 3 . OPERATOR OBLIGATIONS AFTER SATISFACTION OF CONDITIONS PRECEDENT. The following obligations of Operator will run with the land and survive this Agreement: 3.1 Operator will take all reasonable precautions to prevent the release into the environment of any Hazardous Materials in, on or under the Property in violation of applicable laws or regulations. Operator will comply with all governmental requirements with respect to Hazardous Materials. In addition, Operator shall install and use equipment and implement and follow procedures that are consistent with reasonable standards for the 10 disclosure, storage, use, removal and disposal of Hazardous Materials. 3.2 Operator will notify the City and give City a copy of all environmental permits, disclosures, applications, entitlements or inquiries relating to the Property including, without limitation, notices of violation, notices to comply, citations, inquiries, cleanup or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any governmental regulation relating to Hazardous Materials. Within 3 days after each incident, Operator will report to City any unusual or potentially important incidents respecting the environmental condition of the Property. If a release of any Hazardous Materials into the environment occurs, Operator will, as soon as possible after the release, furnish City with a copy of any reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request, Operator will furnish City with a copy of any other environmental entitlements or inquiries relating to or affecting the Property including, without limitation, all permit applications, permits and reports, even reports and other matters. 3.3 From the Effective Date of this Agreement, Operator shall indemnify, hold harmless and defend City and each of their officers, officials, employees, agents and volunteers from any and all claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, reasonable attorneys' fees), arising out of (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about the Property, or the transportation of any Hazardous Materials to or from the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to any use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property. This indemnity will include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing, cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination leak, spill, release or other adverse effect on the environment. Operator's obligations under the preceding sentence shall apply regardless of whether City or any of their officers, officials, employees, agents or volunteers are negligent, but shall not apply to any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense caused solely by the gross negligence, or caused by the willful misconduct, of City or any of their 11 officers, officials, employees, agents or volunteers. This section shall survive expiration or termination of this Agreement. 3.4 The status and qualifications of Operator are of particular concern to City. From the Effective Date of this Agreement until the Restrictions expire, no voluntary or involuntary successor-in-interest of Operator will acquire any rights or powers under this Agreement, provided that the parties acknowledge the Operator shall hold the Affordable Units for rental as Affordable Rental Housing as provided in this Agreement. 4. DEVELOPMENT OF THE PROPERTY. 4.1 Except as set forth in this Agreement, before Operator begins constructing the Improvements or undertakes any other work of improvement on the Property, Operator, at its own cost and expense, will secure all land use and other entitlements, permits, and approvals that City or any other governmental City with jurisdiction over the Project requires for construction of the Project. Without waiver or limitation, Operator will secure and pay all costs, charges and fees associated with, the following: 4.1.1 All permits and fees that the City, County of Riverside, and other governmental agencies with jurisdiction over the Project, the Improvements or the Property may require. 4.1.2 ADA/Barriers to the Disabled. The Project shall comply with all applicable federal, state and local accessibility requirements. For purposes of this Agreement the number of accessible dwelling units shall be [zero (0)] unless a greater number of units shall be required by law, whereupon such greater number of units shall apply. 4.2 Basic Design. Operator has submitted a general or basic concept drawing to City, which City has approved, and a copy of which is attached as Exhibit "E" (the "Basic Design"). Operator will complete the Improvements on the Property in one phase, according to the Basic Design, and the plans, drawings, and documents that Operator submits to City. Operator shall carry out construction of the Project including the Improvements in accordance with all applicable local, state and federal laws, codes, ordinances and regulations, including without limitation all applicable state and federal labor standards. 4.3 Books and Records. Operator shall make available for examination at reasonable intervals and during normal business hours, all books, accounts, reports, files and other papers or property with respect to all matters covered by this Agreement, and shall permit City to audit, examine and make excerpts or transcripts from such records. City may audit any conditions relating to this Agreement at City's expense, unless 12 such audit shows a materially significant discrepancy in information reported by Operator to City in which case Operator shall bear the cost of such audit. Operator shall also reasonably cooperate with and assist the City in City's compliance with any applicable audit requirements of the California Redevelopment Law including California Health and Safety Code Sections 33080 and 33080.1. This section shall survive for a period of four years after the expiration or termination of this Agreement. 4.4 Audit. Operator shall be accountable to City for all Grant funds disbursed to Operator pursuant to this Agreement. Operator will cooperate fully with City and the State in connection with any interim or final audit relating to the Project that may be performed. Operator will maintain accurate and current books and records for the Project using generally accepted accounting principles. Operator agrees to maintain books and records that accurately and fully show the date, amount, purpose and payee of all expenditures financed with Grant funds and to keep all invoices, receipts and other documents related to expenditures financed with Grant funds for not less than four (4) years after the fiscal year in which such expenditures are incurred. For purposes of this section, "books, records and documents" include, without limitation, plans, drawings, specifications, ledgers, journals, statements, contracts/agreements, funding information, purchase orders, invoices, Grant documents, computer printouts, correspondence, memoranda and electronically stored versions of the foregoing. This section shall survive for a period of four years after the expiration or termination of this Agreement. 4.5 Permits. 4.5.1 Project Completion. City, acting through and in the discretion of its Director, may extend the completion date of the Project for that period of time that City, in its reasonable discretion, determines necessary to overcome any delay if and to the extent such delay is due to a cause which is beyond Operator's reasonable control, and if Operator could not, with reasonable diligence, have foreseen and avoided such cause for delay. Such causes include, without limitation, acts of God, unusually severe weather or flood, war, terrorism, riot or act of the public enemy, labor disputes, unavoidable inability to secure labor, materials, supplies, tools or transportation, or acts or omissions of any governmental authority having jurisdiction. City will not extend the completion date for acts or omissions occurring through the fault of Operator, or for acts of City permitted or contemplated by this Agreement. An extension of time as provided in this subsection will be Operator's sole remedy for any delays in the Schedule of Performance the Project completion date. As a condition precedent to any extension requested by Operator, Operator will give the City notice within ten (10) days after any cause for 13 delay occurs, stating the cause and the additional time Operator anticipates needed to complete the Project. Any extension by City must be in writing and signed by the Director or the Director's designee, which approval shall not be unreasonably withheld, delayed or conditioned. 4.6 Subject to the terms of this Agreement, the Grant shall be disbursed to Operator according to the Schedule of Performance. All Grant funds shall be used solely for costs of the Project and Improvements. 4.7 Certificate of Completion. Operator will notify City when Operator deems the Project complete. Within ten (10) business days after such notice, City will inspect the Improvements. When City reasonably determines Operator has completed the Improvements as required in this Agreement, the Plan, and the Law, City will furnish Operator with the Certificate of Completion. City will not unreasonably delay, condition or refuse to issue the Certificate of Completion. The recorded Certificate of Completion will be a conclusive determination that Operator has satisfactorily completed the Improvements required under this Agreement. Any parties then owning or subsequently purchasing, leasing or otherwise acquiring any interest in the Property will not (because of that Operatorship, purchase, lease or acquisition) after the recording, incur any obligation or liability under this Agreement for constructing the Improvements, but will take such interest in the Property subject to the continuing covenants set forth in this Agreement. 4.7.1 If City determines not to furnish the Certificate of Completion, in accordance with Section 4.7 above, City will give Operator a written notice stating why City has decided not to issue the Certificate of Completion, or why it is delaying the issuance, and the reasonable actions that, in City's opinion, Operator must take before City can issue the Certificate of Completion. City's failure to give the notice within ten (10) days, however, will not cause the Operator to be entitled to the Certificate of Completion. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. 4.7.2 The following are conditions precedent to City issuing the Certificate of Completion, and each submission will be in form and substance satisfactory to the Director: Evidence that the time to file all mechanics' liens or material men's liens has expired and any such liens recorded against the Property or Improvements have been released or, if not released, sufficiently bonded (i.e. 150%) against as required by law. 4.8 To the extent economically feasible, consistent with the requirements of the County Lease and any permitted encumbrance, or as otherwise approved by City or provided in the Agreement, if any building or improvement on the Property is damaged or destroyed by an insurable 14 cause, Operator shall, at its cost and expense, diligently undertake to repair or restore said buildings and improvements consistent with the Basic Design for the Project. Such work or repair shall commence within ninety (90) days after the insurance proceeds are made available to Operator and shall be complete within one (1) year thereafter. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Operator shall make up the deficiency. 4.9 Inspections. Operator shall permit, facilitate and require its contractors to permit and facilitate observation and inspection of the Project by City during reasonable business hours and upon reasonable notice for the purpose of determining compliance with this Agreement. 4.10 If and to the extent that development of the Project results in the permanent or temporary displacement of residential tenants, or businesses, Operator shall comply with all applicable local, state (CRL) and federal statutes and regulations with respect to relocation planning, advisory assistance and payment of monetary benefits. Operator shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation laws. 4.11 Reporting Requirements. Operator shall submit to City the following reports: 4.11.1 Annual Reports. Annually, beginning in the year following City's issuance of the Certificate of Completion, and continuing until the expiration of this Agreement, on such dates as are agreeable between the parties and consistent with all federal and state reporting requirements applicable to the Project, Operator shall submit an annual report to City, in a form approved by City. Such annual report shall include for each of the Affordable Units: the rent, the annual income and the family size of the Household occupying the Affordable Unit. Such annual report shall also state the date the tenancy commenced for each Affordable Unit, certification from an officer of Operator that the Affordable Unit is in compliance with the Affordable Rental Housing requirements, and such other information the City may be required by Law to obtain. Operator shall provide any additional information reasonably requested by the City provided such information is directly related to Operator's compliance with this Agreement. 4.11.2 Annual Proof of Insurance. Annually, beginning in the year following City's issuance of the Certificate of Completion, and continuing 15 until the expiration of the Agreement, Operator shall submit proof of insurance as required by this Agreement. 4.12 All Leases used to rent the Affordable Units are subject to the following: 4.12.1 Annual Income Certification and Reporting. Operator shall include in leases for all Affordable Units provisions which authorize Operator to immediately terminate the tenancy of any Household one or more of whose members misrepresented any fact material to the Household's qualification as a Household for low- to moderate-income family. Each such lease shall also provide that the Household is subject to annual certification, and that, if the Household's annual income increases above the applicable limits for low to moderate income family such Household's rent may be subject to increase to the amount payable by tenant under federal, state or local law, except that, consonant with the Law, tenants of the Affordable Units that have been allocated to low income housing tax credits by a housing credit City pursuant to section 42 of the Internal Revenue Code of 1986 (26 U.S.C. 42) must pay rent governed by Section 42. 4.12.2 The leases for the Affordable Units shall provide that if the Project is subject to state or federal rules governing low income housing tax credits, the provision of those rules regarding continued occupancy by, and increases in rent for, Households whose incomes exceed the eligible income limitation shall apply in place of the provisions set forth in subsection 4.11.1 above. 4.13 With respect to the Project, Operator shall comply with the following: 4.13.1 Except to any extent otherwise provided in this Agreement, Operator is specifically responsible for all management functions with respect to the Affordable Units including, without limitation, the selection of tenants, certification and re-certification of Household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items and security. City shall have no responsibility for management of the Affordable Units of the Project. 4.14 Operator covenants and agrees the Affordable Units shall constitute Affordable Rental Housing during the entire Affordability Period. If Operator fails to comply the requirement to lease the Affordable Units only to qualified Households during the Affordability period, City shall be entitled to enjoin Operator from leasing the Affordable Units in the Project, as Operator acknowledges that damages are not an adequate remedy at law for such breach. 16 5. INDEMNITY; INSURANCE. 5.1 Operator shall indemnify, hold harmless and defend City and each of their officers, officials, employees, agents from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Operator, or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of Operator's performance of this Agreement. Operator's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of their officers, officials, employees, agents or volunteers. This section shall survive expiration or termination of this Agreement. 5.2 Throughout the life of this Agreement, the Operator shall pay for and maintain in full force and effect all policy(ies) of insurance required hereunder with (an) insurance company(ies) either (1) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide, or (2) authorized by the City's Risk Manager or his/her designee. The following policies of insurance are required: 5.2.1 Until the Certificate of Completion is recorded, Builders Risk (Course of Construction) insurance in an amount equal to the completed value of the project with no coinsurance penalty provisions. 5.2.2 Following the recording of the Certificate of Completion, Fire and Extended Coverage Insurance against loss or damage to the project by fire and lightning, with extended coverage for vandalism and malicious mischief and sprinkler system leakage. Such extended coverage insurance will, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of the project with no coinsurance penalty provisions. All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar day written notice has been given to City. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Operator shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the term of this Agreement, Operator shall provide a new certificate, and applicable 17 endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy. The Builders Risk (Course of Construction) and Fire and Extended Coverage insurance policies shall be endorsed to name City as a loss payee. Operator shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City's Risk Manager or his/her designee prior to City's execution of this Agreement. If at any time Operator fails to maintain the required insurance in full force and effect, Operator shall immediately discontinue all work under this Agreement until City receives notice that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Operator's failure to maintain any required insurance shall be sufficient cause for City to terminate this Agreement. The fact that insurance is obtained by Operator shall not be deemed to release or diminish the liability of Operator, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City and each of their officials, officers, employees, agents and volunteers shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Operator. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Operator. Upon request of City, Operator shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. 5.3 Operator will obtain and deliver payment and performance bonds issued by an insurance company admitted in California in good standing as a surety and meeting the criteria for Operator's other insurance under this Agreement, each bond in an amount at least equal to 100% of Operator's estimated construction costs, provided that the City hereby waives any requirement for said bonds at all time during which Operator is in full compliance with this Agreement and the Project remains fully funded. 5.4 Until City issues the Certificate of Completion City will have access to the Property, after reasonable notice to the Operator (except in emergencies), 18 without charge or fee, during normal construction hours, for purposes of assuring compliance with this Agreement. City representatives will comply with all safety rules while on the Project or the Property. 5.5 Operator will design and construct the Improvements, and after that, prior to any allowable transfer or sale thereof, Operator will maintain the Property according to all applicable laws including, without limitation, all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, all provisions of the Palm Springs Municipal Code and all applicable access requirements. City makes no representation about which, if any, of such laws, ordinances, regulations or standards apply to development of the Project. Operator acknowledges that Operator, not City, is responsible for determining applicability of and compliance with all local, state, and federal laws including, but not limited to, any applicable provisions of the California Labor Code, Public Contract Code, and Government Code. City makes no express or implied representation as to the applicability or inapplicability of any such laws to this Agreement or to the parties' respective rights or obligations hereunder including, but not limited to, payment of prevailing wages, competitive bidding, subcontractor listing, or similar or different matters. Operator further acknowledges that City shall not be liable or responsible at law or in equity for any failure by Operator to comply with any such laws, regardless of whether City knew or should have known of the need for such compliance, or whether City failed to notify Operator of the need for such compliance. 5.6 Operator will take reasonable efforts to not permit any lien or stop notice to be filed against the Property, provided Operator may reasonably determine to contest any such lien or stop notice. If a claim of lien or stop notice is recorded against the Property or Improvements, Operator, within 30 days after recordation of a claim of lien or stop notice or within 5 days after City's demand, whichever first occurs, will do the following: 5.6.1 Pay and discharge the same; or 5.6.2 Effect the release of such lien by recording and delivering to City a surety bond in sufficient form and amount (i.e. 150%), or otherwise; or 5.6.3 Give City other assurance which City, in its sole discretion, deems satisfactory to protect the City from the effect of the lien or bonded stop notice. 6. SECURITY FINANCING AND RIGHTS OF HOLDERS. 19 6.1 Notwithstanding any other provision of this Agreement, Operator may not grant a security interest in the Property before the City issues and records a Certificate of Completion, without the written consent of City, provided that City hereby approves the recommended security interest of Operator's financial institutions, including their respective successors or assigns, as described in the Financing Plan. 7. CONTINUING OPERATOR OBLIGATIONS. 7.1 In its performance of this Agreement, Operator covenants by and for itself and its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person, including contractors, subcontractors, bidders and vendors, on account of race, color, religion, ancestry, national origin, sex, sexual preference, age, pregnancy, childbirth or related medical condition, medical condition (e.g., cancer related) or physical or mental disability, and in compliance with all applicable federal, state and local laws, regulations and rules including without limitation Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and all other applicable anti-discrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended. Operator will allow City representatives access to its employment records related to this Agreement during regular business hours and upon reasonable notice to verify compliance with these provisions when so requested by the City. 7.2 If applicable, Operator will pay before delinquency all ad valorem real estate taxes and assessments on the Property, subject to the Operator's right to contest in good faith any such taxes. Operator will remove any levy or attachment on the Property or any part of it, or assure the satisfaction of the levy or attachment within a reasonable time. Operator will notify City prior to applying for or receiving any exemption from the payment of property taxes or assessments on any interest in or to the Property or the Improvements. Operator further agrees that the prior consent of City shall be required if the basis for such exemption is other than for qualified property held by a nonprofit entity that has been determined to be exempt from federal and state income taxation, which consent shall not be unreasonably withheld. 20 8. COVENANTS AND RESTRICTIONS. The following covenants shall run with the Operator's Lease with the Housing Authority of the County of Riverside, and Operator's successors in interest to the Property for the periods stated, and shall be fully binding for the benefit of the Plan community and City without regard to technical classification or designation, legal or otherwise. 8.1 Operator covenants for itself, its successors, assigns, and every successor in interest to the Property or any part of it that, after closing of any applicable escrow, during construction, and after completing the Improvements, the Operator shall devote the Affordable Units on the Property to the uses specified in this Agreement for the Affordability Period. All uses of the Affordable Units including, without limitation, all activities Operator undertakes pursuant to this Agreement, shall conform with this Agreement and the Law. Without waiver or limitation, each of the Affordable Units to be constructed pursuant to this Agreement shall be maintained as Affordable Rental Housing pursuant to this Agreement and the Restrictions. 8.2 Operator and those taking under Operator will maintain the Property and all Improvements on site in reasonably good-condition and repair (and, as to landscaping, if any, in a healthy condition), all according to the Basic Design and related plans, as-amended from time to time. Operator and those taking under Operator shall: (i) maintain all on-site Improvements according to all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (ii) keep the Improvements free from graffiti, (iii) keep the Property free from any accumulation of debris or waste material; (iv) promptly make repairs and replacements to the on-site Improvements; and (v) promptly replace any dead, or diseased plants and/or landscaping (if any)with comparable materials. City will give Operator written notice of any breach of this Section 8.2. Within 10 days from receipt of such notice, City and Operator will meet and confer, and agree to corrective actions and a schedule of performance for such corrective actions. Operator must cure the default within the agreed schedule or within (a) 10 days after the City's notice for any default involving landscaping, graffiti, debris, waste material, or general maintenance on the Property, (b) 30 days after City's notice for any default involving the Improvements. If Operator does not cure the default within the agreed schedule, City, without obligation to, may enter the Property, cure the default, and protect, maintain, and preserve the Improvements and landscaping. 21 8.3 During the Affordability Period Operator covenants to use and operate the Affordable Units on the Property as Affordable Rental Housing pursuant to this Agreement. 8.4 Operator covenants for itself and any successors in interest and all persons claiming by, through or under them, in perpetuity, that there shall be no discrimination against or segregation of any person or group of persons because of race, color, creed, religion, sex, sexual preference, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Affordable Units, nor shall Operator itself or any person claiming under or through Operator establish or permit any such practice or practices of discrimination or segregation concerning the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Affordable Units. 8.5 All deeds, leases, or contracts concerning the Affordable Units shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons because of race, color, creed, religion, sex, sexual preference, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation concerning the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein, conveyed. The foregoing covenants shall run with the land." In leases: 'The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, because of race, color, creed, religion, sex, sexual preference, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of 22 discrimination or segregation concerning the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons because of race, color, creed, religion, sex, sexual preference, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation concerning the selection, location, number, use or occupancy of tenants, lessees, subtenants. sublessees or vendees of the premises." 8.6 City is the beneficiary of the covenants running with the land for itself and for protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit the covenants are provided, without regard to whether City has been, remains, or is an Operator of any land or interest in the Affordable Units on the Property. City may exercise all rights and remedies, and maintain any actions or suits at law or in equity or other proceedings to enforce the covenants for itself or any other beneficiaries. 9. DEFAULTS AND REMEDIES. 9.1 Subject to the extensions of time permitted under this Agreement, either party's failure to perform any material action or material covenant as required by this Agreement, following notice and failure to cure, is a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of, and the cure demanded. Except as otherwise expressly provided in this Agreement, the noticing party shall not begin any proceeding against the other party until the other party is given an opportunity to cure the Default. The other party will have 30 calendar days after receiving the notice to cure the Default, or, if the party cannot reasonably cure the Default within such 30 days, the other party must begin to cure within the 30 days and diligently pursue the cure to completion, whereupon there shall be no event of Default. 9.2 Subject to first giving the notice and opportunity to cure, a party may begin an action at law to enforce, or in equity to seek specific performance of, the terms of this Agreement, or to cure, correct, or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. A party must bring any legal action in 23 the Superior Court of the County of Riverside, State of California, or in the District of the United States District Court serving Riverside County. 9.3 If Operator begins any legal action against City, it shall serve process on the City by personal service on the Director, or in any other manner the law permits. If City begins any legal action against the Operator, it will serve process on the Operator by personal service on Operator, Operator's Agent or in any other manner the law permits. 9.4 Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and a party's exercise of one or more rights or remedies will not preclude the party's exercise, at the same or different times, of any other rights or remedies for the same or any other Default of the other party. 9.5 A party's failure or delay in asserting any right or remedy will not be a waiver of any Default or of any right or remedy, and will not deprive the party of its right to begin and maintain any action or proceeding to protect, assert or enforce any right or remedy. 9.6 The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 10. GENERAL PROVISIONS 10.1 Any notice, demand, or other communication permitted or required under this Agreement will be in writing and given by personal delivery, or by first- class U.S. mail, postage prepaid, to a party at its respective address below: To City: City of Palm Springs 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263-2743 Attention: City Manager With a Copy to: WOODRUFF, SPRADLIN & SMART, APC 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626-7670 Attention: Douglas C. Holland, Esq. To Operator: Jewish Family Services of San Diego County 24 8804 Balboa Avenue San Diego, CA 92123-1506 Attention: Michael Hopkins, Chief Executive Officer Joel Craddock, Interim Chief Program Officer A party may change its address for notices, demands and communications by giving notice of the new address as provided in this section. Any written notice, demand or communication shall be deemed received immediately if delivered personally, and shall be deemed received on the third day after it is postmarked if delivered by regular, registered or certified mail, or on the date of receipt, if return receipt is requested and available to confirm the date. 10.2 All of the terms, covenants and conditions of this Agreement shall be binding upon the Operator and its permitted successors and assigns. Whenever the term "Operator" is used in this Agreement, such term shall include Operator's successors and assigns as permitted under this Agreement. 10.3 The City may assign or transfer any of its interests, rights, or obligations hereunder at any time to any public City without the consent of the Operator. 10.4 No member, official or employee of the City shall be personally liable to the Operator, or any successor in interest to Operator, for any Default or breach by the City. 10.5 The relationship between the City and the Operator is that of Housing Successor Agency and redeveloper respectively, as permitted by law, and not that of a partnership or joint venture. City and Operator shall not be deemed or construed for any purpose to be the agent of the other. 10.6 Whenever this Agreement references an action or approval required or permitted by the City, the Director or his or her designee is authorized to act for the City as agent of the City unless this Agreement, the Law, Constitutional and/or local law provide otherwise, or the context otherwise requires. 10.7 This Agreement may be signed in multiple counterparts which, when signed by all parties, will be one binding agreement. The parties will sign three copies of this Agreement, each of which is deemed to be original. 10.8 This Agreement, includes the exhibits and attachments referenced and incorporated in it. This Agreement contains the entire agreement between the parties relating to the transaction contemplated by this Agreement and 25 supersedes all prior or contemporaneous agreements, understanding, representation and statements, whether oral or written. 10.9 If either party begins a lawsuit or arbitration proceeding, in law or equity, to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover from the other party reasonable attorneys' fees, court costs, and legal expenses as determined by the court or tribunal having jurisdiction. 10.10 Any waiver, alteration, change or modification of or to this Agreement, to be effective, must be in writing, and signed by each party. 10.11 If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances is held invalid or unenforceable, the remainder of this Agreement and its application to persons or circumstances, other than those about whom or which it is held invalid or unenforceable, shall not be affected, and shall remain valid and enforceable to the fullest extent permitted by law. 10.12 Each party represents and warrants to the other that (a) each has read this Agreement, and (b) is signing this Agreement with full knowledge of any rights and obligations each may have, and (c) each has received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or has knowingly chosen not to consult legal counsel, and (d) has signed this Agreement without relying on any agreement, promise, statement or representation by or for the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 10.13 No member, official or employee of City has or shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. Operator represents and warrants that it has not paid or given, and will not pay or give, to any third party any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, consultants, engineers and attorneys. 10.14 The parties will execute such other and further documents, and will take any other steps, necessary, helpful, or appropriate to carry out the provisions of this Agreement. 26 10.15 No contractor, subcontractor, mechanic, material man, laborer, vendor, or other person hired or retained by with Operator shall be, nor shall any of them be deemed to be, third-party beneficiaries of this Agreement, rather each such person shall be deemed to have agreed (a) that they shall look to Operator as their sole source of recovery if not paid, and (b) except as otherwise agreed to by City and any such person in writing, they may not enter any claim or bring any such action against City under any circumstances. Except as provided by law, or as otherwise agreed to in writing between City and such person, each such person shall be deemed to have waived in writing all right to seek redress from City under any circumstances whatsoever. 10.16 Operator hereby covenants and warrants that it is a duly authorized and existing California limited liability company, in good standing; that it shall remain in good standing; that it has the full right, power and authority to enter into this Agreement and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of the Operator and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions of the Operator's part contemplated by this Agreement, except as have been obtained and are in full force and effect; and that this Agreement constitutes the valid, binding and enforceable obligation of the Operator. 10.17 In the event of any conflict between the body of this Agreement and any exhibit or attachment to it, the terms and conditions of the body of this Agreement will control. 27 IN WITNESS WHEREOF, City and Operator have signed this Agreement on the respective dates set forth below. "City" Dated:/oBjZojz the City of Palm Springs, acting solely in its capacity as the Housing Successor Agency of the Community Redevelopment Agency of the City of APPROVED BY CITE COUV,CIL Palm Springs David H. Ready, Hager APPROV TO FOR • ATTEST: I �.- - Dougla Holland Pim�esTho�mpson o�a8 Z- City At ey City Cler rn k "Operator" Jewish Family Services of San Diego (JFSSD) Dated:e/2 fr/I2 By Its Dated: By CFv Its (Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). 28 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On October 8, 2012, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 8th day of October, 2012: Q PALMSq y c V N C'0</FORN�P» Signature: YMES THOMPSON' CITYCLERK f Palm Springs, California Title or Type of Document: PARTICIPATION AGREEMENT JEWISH FAMILY SERVICES OF SAN DIEGO Document Date: October 8, 2012 State of California County of San Diego On August 28, 2012, before me, Etleva Bejko, Notary Public, personally appeared, Felicia Mandelbaum , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. =ba KO WITNESS my hand and official seal. W 3047 alifornia nunty 5,2014 y Signature >' — (Seal) State of California County of San Diego On August 28, 2012, before me, Etleva Bejko,Notary Public,personally appeared, Guinevere Kerstetter, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ETIEVA BE1K0 Comm. #1903047 NoS Public•California n- 'of San Diego County �-`" Comm.Ex Aires Sep 5,2014 Signature (Seal) Attachments: Exhibit A: Legal Description of Property Exhibit B: Schedule of Performance Exhibit C: Budget/Financial Plan Exhibit D: Certificate of Completion Exhibit F: Affordability Restrictions 29 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF PALM SPRINGS, AND IS DESCRIBED AS FOLLOWS: Assessor Parcel Number 504-092-007 Lots 7 and 9 in Block C of Spaulding Estates as shown by the Map on file in Book 20 Page 72 of Maps, Records of Riverside County, California =` SAX RAFAF_L t3R .` - AAfT�t �TAL�151fA-� ¢y. LLu 3',t3RBu0.. u ti ' ' ' � o •.•'ALI�AF+CJkLV-FfPJ.� y„.; y App,Ct]RT.EZ:RG_5047 Riverside County GCS - a U 416f 30 EXHIBIT "B" SCHEDULE OF PERFORMANCE Items Completed Time for Performance Estimated Date Agency Approves Agreement July 11, 2012 JFSSD Provides Certificate of Insurance September 4, 2012 Agreement Fully Executed October 5, 2012 JFSSD Execute Agreement with Contractor 1 Week October 12, 2012 Contractor Obtains Builder Risk & Building Permit 1 Week October 19, 2012 Pre-Construction Meeting 1 Week October 26, 2012 Work Commence with Demo, Plumbing & Electrical 3 Weeks November 23, 2012 Drywall Work 2 Weeks December 7, 2012 Cabinet Installation & Painting 3 Weeks December 28, 2012 Roofing, A/C Wall Units & Countertops Installation 2 Weeks January 11, 2013 Plumbing/Electrical Trim-out, Locks & Clean-up 2 Weeks January 25, 2013 Certificate of Completion January 31, 2013 31 EXHIBIT "C" ` -$'JeW!shFam�ilySirvidofianD!egqDMD&ertfSOSO Labor and materials to install and/or replace cabinets, countertops,sinks for Unit#1 $ 2,714.00 Same as above for Unit#2 $ 1,888.00 Same as above for Unit#3 $ 1,888.00 Office Unit#4- no structural modifications required $ - Unit#5-Community Room-no structural modifications required $ - Labor and materials to install and/or replace cabinets,countertops, sinks for Unit#6 $ 1,888.0 Same as above for Unit#7 $ 1,888.00 Same as above for Unit#8 $ 2,183.00 Same as above for Unit#10 $ 1,888.0 Same as above for Unit#11 $ 1,830.00 Same as above for Unit#12 $ 2,124.00 Storage Unit#13-no structural modifications required $ - Labor and materials to install and/or replace cabinets,countertops,sinks for Unit#14 $ 2,124.00 Same as above for Unit#15 $ 2,183.00 Unit#9 Demo store room& portion of kitchen. Construct ADA bathroom and ramp at entry.Widen two doorways and close off one $ 10,502.00 Replace two pressure regulators on West side $ 436.00 Install TV and telephone cable to 14 units $ 5,782.00 Replace 14 in-wall A/C heatpump units(does not include add'I wiring if required) $ 10,738.00 Replace 24locks and deadbolt combinations $ 2,832.00 Install 3 locks on sliding glass doors $ 212.00 Check window screens and repair as needed $ 500.00 Paint or touch-up interior walls of all units (one color)and repair flooring as necessary $ 7,718.00 Remove playground equipment $ 802.00 Re-roof approx.70'X 12' section due to wind damage;4 layers to match existing $ 2,945.00 Professional Cleaning of interior and exterior $ 1,500.0 Repair electrical panel, replacing copper wiring removed as a result of vandalism 5 3.000.00 Subtotal-Labor and Materials $ 69,565.00 Administrative Costs (project oversight, invoicing, payment) @ 15%of direct costs $ 10,434.75 TOTAL PROJECT COST $ 79.999.75 Progress payments, approved by the Subrecipient and based upon the percentage of completion of the work with a 10% retention, shall be paid by the 30"'day of each month, provided that the payment application has been submitted to the City on or before the first working day of the month. The Operator shall receive reimbursements and/or its suppliers/vendors shall receive direct payments by way of a two-party check, in accordance with the aforementioned cost categories and line items which are subject to receipt of an acceptable requisition in the form of a monthly Request for Reimbursement. 32 EXHIBIT "D" Certificate of Completion RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: City of Palm Springs 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 Attention: City Manager SPACE ABOVE THIS LINE FOR RECORDER'S USE) This Certificate of Completion is recorded at the request and for the benefit of the Community Redevelopment Agency of the City of Palm Springs and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. City of Palm Springs, a California Charter City By: David H. Ready Its: City Manager Dated: 33 Certificate of Completion RECITALS : A. By a Participation Agreement (the "Agreement") dated 1, 2012 between Jewish Family Services of San Diego, a California Public Benefit Corporation("Operator") and the City of Palm Springs, ("City"), Operator agreed to rehabilitate certain residential units on the premises legally described in Attachment "A" hereto (the "Property") and preserve the Affordable Units, as defined in the Agreement as rental housing for Low-Income Households with the assistance of City housing set aside funds while meeting the Affordable Housing, income targeting and other requirements of the Community Redevelopment Law set forth at California Health and Safety Code Sections 33000 et seq. for a year Affordability Period according to the terms and conditions of the Agreement. B. The Agreement was recorded on [ 1 , 2012 in the Official Records of Riverside County, California as Instrument No. C. Under the terms of the Agreement, after Operator completes the construction on the Property, Operator may ask City to record a Certificate of Completion. D. Operator has asked City to furnish Operator with a recordable Certificate of Completion. E. City's issuance of this Certificate of Completion is conclusive evidence that Operator has completed the construction on the Property as set forth in the Agreement. NOW THEREFORE: 1. City certifies that Operator commenced the construction work on the Project on ( 1, 20_, and completed the construction work on the Project on 20_, and has done so in full compliance with the Agreement. 2. This Certificate of Completion is not evidence of Operator's compliance with, or satisfaction of, any obligation to any mortgage or security interest holder, or any 34 mortgage or security interest insurer, securing money lent to finance work on the Property or Project, or any part of the Property or Project. 3. This Certificate of Completion is not a notice of completion as referred to in California Civil Code section 3093. 4. Nothing contained herein modifies any provision of the Agreement. IN WITNESS WHEREOF, the City has executed this Certificate of Completion as of this_day of 12012. The City of Palm Springs, acting Solely in its capacity as the Housing Successor Agency to the Community Redevelopment Agency By: David H. Ready City Manager 35 Operator hereby consents to recording this Certificate of Completion against the Property described herein. Dated: 2012 Jewish Family Services of San Diego, a 501(c)(3) non-profit corporation By: THE ABOVE PARTIES ARE TO SIGN THIS INSTRUMENT BEFORE A NOTARY PUBLIC. ATTEST: APPROVED AS TO FORM: CITY CLERK CITY ATTORNEY By: By: Dated: Dated: 36 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palm Springs, Riverside County, California, described as follows: THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF PALM SPRINGS, AND IS DESCRIBED AS FOLLOWS: 37 EXHIBIT "F" REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Springs 3200 Tahquitz Canyon Way, P.O. Box 2743 Palm Springs, Ca. 92263-2743 Attention: City Clerk (Space Above This Line for Recorder's Office Use Only) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this day of by and between the THE CITY OF PALM SPRINGS, a public body, corporate and politic ("City"), and Jewish Family Services of San Diego, a 501(c)(3) non-profit corporation("Operator"). RECITALS: A. Pursuant to an Participation Agreement by and between City and Operator dated , 2012 (the "AGREEMENT"), City has provided to Operator financial assistance in the amount of approximately Eighty Thousand Dollars ($80,000.00) in Grant funds (the "City Assistance"), for the purpose of assisting Operator in the rehabilitation of a residential apartment complex thereon wherein one hundred percent of the units shall be rented to low income households, on that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Site"). B. Pursuant to the AGREEMENT, Operator has agreed to rehabilitate and maintain a rental apartment housing project consisting of ten (10) total residential units (hereinafter referred to collectively as the "Project") on the Site. The Project is also referred to in the Agreement as the "Project," and is further described in the Scope of Development attached to the AGREEMENT. 38 C. The City of Palm Springs have fee or easement interests in various streets, sidewalks and other property within the City and are responsible for the planning and development of land within the City in such a manner so as to provide for the health, safety and welfare of the residents of the City. D. City and Operator now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a rental apartment housing project with the units available for rental by low income persons for the term of this Agreement. AGREEMENT: NOW, THEREFORE, the Operator and City declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of a common plan for the improvement and sale of the Site, and are established expressly and exclusively for the use and benefit of the City, the residents of the City of Palm Springs, and every person renting a dwelling unit on the Site. AFFORDABILITY RESTRICTIONS RUNNING WITH LAND In addition to the covenants and conditions contained in the Agreement, the following California Community Redevelopment Law (California Health & Safety Code Section 33000 et seq.) affordability requirements shall be imposed upon the 10 Affordable Units on the Property funded under the Agreement and shall bind the Operator and all purchasers of the Property and their successors for a fifty-five (55) year period. The Affordable Units on the Property are held and will be held, transferred, encumbered, used, sold, conveyed and occupied subject to the covenants, restrictions, and limitations set forth in this Exhibit, all of which are in furtherance of the Project, the City's Community Redevelopment Law and Plan Area obligations including City's obligations set forth at California Health & Safety Code sections 33334.2 et seq and 33413 (a) with respect to Housing Set Aside Funds and replacement dwelling units at affordable rent within the jurisdiction of the City. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Affordable Units upon the Property or any part thereof, will 39 inure to the benefit of the City, and will be enforceable by it. Any purchaser under a contract of sale or other transferee of an interest covering any right, title or interest in any part of the Affordable Units upon the Property, by accepting a deed or a contract of sale or agreement of purchase, accepts the document subject to, and agrees to be bound by, any and all restrictions, covenants, and limitations set forth in this Exhibit for the period of fifty-five (55) years running from and after recordation of City's Certificate of Completion constituting the Affordability Period. 1. Restrictions. The following covenants and restrictions ("Restrictions") on the use and enjoyment of the Affordable Units upon the Property shall be in addition to any other covenants and restrictions affecting the Property, and all such covenants and restrictions are for the benefit and protection of the City and shall run with the Affordable Units upon the Property and be binding on any future Operators of the Property and inure to the benefit of and be enforceable by City. These covenants and restrictions are as follows: a. From the date of recordation of City's Certificate of Completion until the expiration of the Affordability Period the twenty three (10) Affordable Units funded under the Agreement are to be used as Low Income Affordable Rental Housing as provided for in the Agreement. Operator agrees to file a recordable document setting forth the project Completion Date and the Affordability Period as and when determined by the City. Unless otherwise provided in the Agreement, the term "Affordable Rental Housing" shall include without limitation compliance with the following requirements: Nondiscrimination. There shall be no discrimination against nor segregation of any person or group of persons on account of race, color, religion, ancestry, national origin, sex, sexual preference, age, pregnancy, childbirth or related medical condition, medical condition (e.g., cancer related) or physical or mental disability, in the sale, transfer, use, occupancy, tenure, or enjoyment of any of the Property, nor shall Operator or any person claiming under the Operator, establish or permit any practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of Operators or vendees of the Property. Principal Residence. Each of the Affordable Units upon the Property shall be leased only to natural persons, who shall occupy such as a principal residence. 40 Income Requirements. Each of the 10 Units constituting Low Income Affordable Rental Housing upon the Property may be leased only to (a) natural person(s) whose annual household income at the time of initial occupancy is not greater than sixty percent (60%) of the most recent annual median income calculated and published by HUD for the Riverside-San Bernardino Metropolitan Statistical Area applicable to such household's size, and at an affordable price consistent with the applicable California Redevelopment Law. Injunctive Relief and Recapture. Should any of the 10 Affordable Units constituting Low Income Affordable Rental Housing upon the Property not continue to be, at the time of initial occupancy, the principal residence of a Household that qualifies as a low-income household, during the period of Affordability, such Unit(s) shall be made available for subsequent lease only to Households that qualify as a very low-income for use as the Household's principal residence. 2. Enforcement of Restrictions. Without waiver or limitation, the City shall be entitled to injunctive or other equitable relief against any violation or attempted violation of the Restrictions, and shall, in addition, be entitled to damages for any injuries or losses resulting from any violations thereof. 3. Acceptance and Ratification. All present and future Operators of the Property and other persons claiming by, through, or under them shall be subject to and shall comply with the above Restrictions. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the Restrictions, as such may be amended or supplemented from time to time, is accepted and ratified by such future Operators, tenant or occupant, and such Restrictions shall be a covenant running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such Restrictions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. 4. Benefit. This Exhibit and the Restrictions therein shall run with and bind the Property for a term commencing on the date the Agreement to which this Exhibit is attached is recorded in the Office of the Recorder of the County of Riverside, State of California, and expiring upon the expiration of the Affordability Period. The failure or delay at any time of City and/or any other person entitled to enforce these Restrictions shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof. 41 5. Costs and Attorney's Fees. In any proceeding arising because of failure of Operator or any future Operator of the Property to comply with the Restrictions required by this Exhibit, as may be amended from time to time, City shall be entitled to recover its respective costs and reasonable attorney's fees incurred in connection with such default or failure. 6. Waiver. Neither Operator nor any future Operator of the Property may exempt itself from liability for failure to comply with the Restrictions required in this Exhibit. 7. Severability. The invalidity of the Restrictions or any other covenant, restriction, condition, limitation, or other provision of this Exhibit shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Exhibit and each shall be enforceable to the greatest extent permitted by law. 8. Pronouns. Any reference in this Exhibit and the Restrictions therein to the masculine, feminine, or neuter gender herein shall, unless the context clearly requires the contrary, be deemed to refer to and include all genders. Words in the singular shall include and refer to the plural, and vice versa, as appropriate. 9. Interpretation. The captions and titles of the various articles, sections, subsections, paragraphs, and subparagraphs of this Exhibit are inserted herein for ease and convenience of reference only and shall not be used as an aid in interpreting or construing this Exhibit or any provision hereof. 10. Capitalized Terms. All capitalized terms used in this Exhibit, unless otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 11. Amendments. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Riverside. 12. Notice. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: 42 City: City of Palm Springs 3200 Tahquitz Canyon Way, P.O. Box 2743 Palm Springs, CA 92263-2743 Attention: City Manager Copy to: WOODRUFF, SPRADLIN & SMART, APC 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626-7670 Attention: Douglas C. Holland, Esq. Operator: Jewish Family Services of San Diego County 8804 Balboa Avenue San Diego, CA 92123-1506 Attention: Michael Hopkins, Chief Executive Officer Joel Craddock, Interim Chief Program Officer The notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [END -- SIGNATURES ON NEXT PAGE] 43 IN WITNESS WHEREOF, the City and Operator have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. "CITY" THE CITY OF PALM SPRINGS, a California Charter City By: David H. Ready City Manager ATTEST: JAMES THOMPSON City Clerk APPROVED AS TO FORM: DOUGLAS C. HOLLAND City Attorney "OPERATOR" By: [END OF SIGNATURES] Attachments: Exhibit A: Legal Description of Property 44 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palm Springs, Riverside County, California, described as follows: THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF PALM SPRINGS, AND IS DESCRIBED AS FOLLOWS: