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HomeMy WebLinkAbout05854 - COUNTY OF RIVERSIDE NEIGHBORHOOD STABILIZATION PROGRAM FUNDS Kathie Hart From: Dale Cook Sent: Wednesday,July 15, 2015 8:35 AM To: Kathie Hart Cc: Jay Thompson Subject: CED Contract Document Tracking Good Morning Kathie— Please immediately update several items in the City's tracking system: • A6260 FY 2006-07 CDBG Annual Action Plan Close-Funds Expended, • A5456 CDBG Funding Approval/Agreement Close-Funds Expended; • A5854 Neighborhood Stabilization Program — MOU Close-Funds Expended; • A5874 App to State of CA of HCD Funding — 301 Rosa Close-Not Funded or Built; • A6072 Arnico Tract Sewer Improvements Close-City Project Completed, • A6337 FY 2013-14 CDBG Arnico Tract Sewer Imp Close-City Project Completed; and • A6362 Facility Use Agr— Desert Fashion Plaza, parking Garage 24-hrs 5-11-13 Close-One Time-Use, Event Over. Let me know if there is anything else needed from this end. Thanks. — Dale µr as „. •_' DALE E.COOK,JR. lies w lAek Community Development Administrator Telephone: 760.323.8198 Fax 760.322.8325 TDD:760.864,9527 Please consider the environment before printing this email FYI... City Hall has extended hours of Sam to 6pm on Monday through Thursday,and closed on Friday. 1 COOPERATION AGREEMENT FOR THE USE OF NEIGHBORHOOD STABILIZATION PROGRAM FUNDS This Cooperation Agreement for the Use of Neighborhood Stabilization Program Funds ("Agreement") is made and entered into this day of ;u' : > . 2009 by and between the COUNTY OF RIVERSIDE ("Lead Agency"), a political subdivision of the State of California, and the CITY OF COACHELLA ("Coachella "), a public body, corporate and politic, the CITY OF PALM SPRINGS ("Palm Springs"). a public body, corporate and politic, and the CITY OF PALM DESERT ("Palm Desert"), a public body, corporate and politic. Coachella, Palm Springs and Palm Desert are collectively referred to as "Cooperating Units'. The Lead Agency, Coachella, Palm Springs and Palm Desert each may be referred to as a "Party" or, collectively, as the "Parties" in this Agreement. WITNESSET2; WHEREAS, the Neighborhood Stabilization Program ("NSP"), which was enacted under Title III of Division B of the Housing and Economic Recovery Act of 2008 ("HERA") and appropriated under Community Development Block Grant ("CDBG") funds, was created under the heading of Emergency Assistance for Redevelopment of Abandoned and Foreclosed Homes for the purpose of assisting in the redevelopment of abandoned and foreclosed homes, stabilizing neighborhoods in areas with greatest need, and stemming the decline of house values of neighboring homes; and WHEREAS, the State of California ("State") received NSP funds from the U.S. Department of Housing and Urban Development ("HUD") for statewide local distribution ("State NSP"); and WHEREAS, the California Department of Housing and Community Development ("Department') is administering the State NSP on behalf of the State; and WHEREAS, pursuant to the Department's Notice of Funding Availability ("NOFA") for the State NSP, published in April 2009, "in order to submit an NSP Application to NSP Joint Agreement - - - - - - --- --� - --- ---- -�_ =Page l DEC 2 ; 200B `� � the Department, the applicant jurisdiction must be eligible for an allocation of$1 million or more . . . and/or have entered into a joint agreement with other eligible jurisdictions, (identifying a lead agency, and] resulting in a combined joint allocation of$1 million or more;" and WHEREAS, the Department has identified the Cooperating Units as each being eligible to receive a State NSP allocation; and WHEREAS, the Parties understand that although the Department has also identified the City of Calimesa ("Calimesa") and the City of Rancho Mirage ("Rancho Mirage") as each being eligible to receive a State NSP allocation, said cities do not intend to submit an application to the Department for State NSP funds ("Application"); as permitted by the NOFA, the Department will reallocate the proposed allocations to Calimesa and Rancho Mirage to the Lead Agency; and WHEREAS, the Lead Agency has received a direct allocation of NSP from HUD, and as a result of the reallocation, will receive a direct allocation from the Department; and WHEREAS, individually. the Department's proposed allocation to each of the Cooperating Units and to the Lead Agency does not meet the One Million Dollar (51,000,000) application threshold ("Minimum Application Threshold") required by the Department; however, collectively, such proposed allocations meet the Minimum Application Threshold; and WHEREAS, the Cooperating Units and the Lead Agency, wish to apply jointly to the Department in order to meet the Minimum Application Threshold; identifying the Lead Agency as the lead entity as permitted by the Department, and making Application to the Department for State NSP funds; and WHEREAS, the Cooperating Units and the Lead Agency desire that the Lead Agency, in addition to serving as the lead entity, shall also be the direct State NSP grant recipient, and the Cooperating Units shall be State NSP grant subrecipients; and WHEREAS, upon the Department's acceptance of this Agreement and the subsequent submission of a successful Application, the Cooperating Units shall become a part of the Lead Agency's NSP program for purposes of program planning and implementation for the NSP joint Agreement. . �a -- ge 2 lifetime of the State NSP, to the extent that the Lead Agency's NSP program complies with the requirements of the State NSP, and the State NSP Funds are not commingled with the Lead Agency's HUD issued NSP program funds; and NNIE EREAS, the Lead Agency's Economic Development Agency ("EDA") shall administer this Agreement on behalf of the Lead Agency; and WHEREAS, the Parties have proposed to utilize State NSP funds for the acquisition, rehabilitation and resale of single-family homes to qualified low-, moderate-, and middle-income ("LMMI") first-time homebuyers, as defined by HUD (Federal Register, Vol. 73, No. 194 (Oct. 6, 2008), as may be amended from time to time ("NSP Regulations")) within their respective jurisdictions (each activity for which a Cooperating Unit may receive State NSP funds under this Agreement shall be referred to as a '-Project"; more than one Project funded under this Agreement shall be referred to collectively as "Projects"); and WHEREAS, the Projects described herein comply with the objectives as required under the State NSP. NOW, THEREFORE, the Lead Agency and the Cooperating Units mutually agree as follows: 1) LEAD AGENTCY'S OBLIGATIONS. a) The Lead Agency shall submit a completed Application that has been approved by each of the Cooperating Units and the Lead Agency to the Department for State NSP funds. b) The Lead Agency shall inform the Cooperating Units, with fifteen (15) days of being informed by the Department, that the Application was approved, denied or requires additional information. The Lead Agency agrees to cooperate with the Cooperating Units to gather and provide to the Department any and all supplementation that may be required by the Department. c) The Lead Agency, consistent with NSP Regulations and 24 CFR 570.308 (as such provision is consistent with the NSP Regulations), shall be responsible for administering the State NSP funds on behalf of the Cooperating Units in compliance with applicable NSP Joint Agreement W� Page 3 NSP Regulations and State NSP requirements. d) The Lead Agency shall not commingle State NSP funds, including program income generated therefrom (`State NSP Program Income"), with the Lead Agency's HUD issued NSP program funds e) The Lead Agency shall ensure that all NSP requirements, including but not limited to NSP program income and rent affordability, as set forth in the NSP Regulations and the State NSP requirements are complied with after grant closeout. fl The Lead Agency shall comply with all reporting requirements including submitting to the Department the following reports- i) The NSP Program Income Report; and ii) The Performance and Expenditure Report. 2) COOPERATING UNITS- OBLIGATIONS_ a) Each Cooperating Unit shall take all actions necessary to assure compliance with the certification required by Section 104(b) of Title 1 of the housing and Community Development Act of 1964, as amended, including Title VI of the Civil Rights Act of 1964, the Fair Housing Act, Section 109 of Title I of the Housing and Community Development Act of 1974 and all other applicable laws. b) Each Cooperating Unit shall warrant and represent that said Cooperating Unit has adopted and is enforcing: i) A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and ii) A policy of enforcing applicable State and local laws against physically barring entrance or exit from a facility or location, which is the subject of such non-violent civil rights demonstrations within its jurisdiction. c) Pursuant to 24 CFR 570.501(b), each Cooperating Unit is subject to the same requirements applicable to subrecipients in the CDBG program, including the NSP joint Agreement� - -- _— —�yPage 4 requirement of entering into a written subrecipient agreement as described in 24 CFR 570.503. d) Each Cooperating Unit agrees to satisfy all requirements of the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA) and that for each Project assisted with NSP funds the Cooperating Units shall designate one of the Cooperating Units as the lead entity far compliance purposes. e) Each Cooperating Unit shall be responsible for the completion of the Project(s) said Cooperating Unit has agreed to perform under a subrecipient agreement as set forth in Section 3 of this Agreement, and shall comply with all applicable federal and state requirements, including -but not limited to citizen participation, procurement, NEPA environmental review, labor standards, equal opportunity and fair housing, relocation and lead based paint. 3) SUBRECIPIENT AGREEMENTS- In the event the Application is deemed successful by the Deparmient, the Lead Agency shall execute a separate written subrecipient agreement with each of the Cooperating Units containing the minimum requirements set forth in 24 CFR 570.503, before the Lead Agency may disburse any State NSP funds to a Cooperating Agency for any eligible Project authorized under the State NSP requirements. 4) STATE NSP PROGRAM INCOME. The State NSP funds, in addition to the State NSP Program Income, shall belong to the Lead Agency; even if the State NSP Program Income is generated from Projects undertaken by a Cooperating Unit and/or within a Cooperating Unit's jurisdiction; however, pursuant to the Department's policy statements regarding the State NSP, because the Lead Agency has received a direct allocation of NSP funds from HUD and the Department, the State NSP Program Income shall not be commingled with the Lead Agency's HUD issued NSP funds, or program income generated therefrom. 5) PROHIBITION ON USE OF STATE NSP FUNDS. State NSP funds shall not be used for activities in, or in support of, any Cooperating Unit that does not affinnatively further fair housing within said Cooperating Unit's jurisdiction or that impedes the Lead Agency's NSP Joint Agreement Page 5 actions to comply with the Lead Agency's fair housing certification. 6) RECORDS, Each Cooperating Unit shall establish and maintain financial, programmatic, statistical, and other supporting records of said Cooperating Unit's operations and financial activities in accordance with the requirements set forth in the NSP Regulations and the State NSP as they relate to the acceptance and use of State NSP funds under this Agreement. Records shall be open to inspection and audit by authorized representatives of the Lead Agency, State, HUD, and the Comptroller General of the United States, or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the applicable Cooperating Unit within thirty (30) days after receipt by said Cooperating Unit. Failure of a Cooperating Unit to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future allocations of State NSP funds to said Cooperating Unit. The Lead Agency, State, HUD, and the Comptroller General, or any of their representatives, have the right of access to any pertinent books, documents, papers, or other records of each Cooperating Unit, in order to make audits, examinations, excerpts, and transcripts. Said records shall be retained for such time as may be required by the NSP regulations but in no case for less than five (5) years after the Project completion date; except that records of individual tenant income verifications, Project rents, and Project inspections must be retained for the most recent five (5) year period, until five (5) years after the affordability period terminates, if any litigation, claim, negotiation, audit, or other action has been started before the expiration of the regular period specified,the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular period, whichever is later. 7) PROJECT MONITORING AND EVALUATION. Except as otherwise provided for in this Agreement, each Cooperating Unit shall maintain and submit records to the Lead Agency within ten (10) business days of the Lead Agency's request, which clearly document said Cooperating Unit's performance under the NSP regulations, State NSP requirements, and/or NSP oi . ......_ J nt Agreement Page 6 this Agreement. 8) ACCESS TO PROJECT SITE. The Lead Agency shall have the right to visit the Project site(s) at all reasonable times, and upon completion of a Project upon reasonable written notice to the applicable Cooperating Unit, to review the operation of the Project and continued compliance with applicable laws, in accordance with this Agreement. 9) COMPLIANCE WITH LAWS AND REGULATIONS. By executing this Agreement, each Cooperating Unit and the Lead Agency hereby certify that they will adhere to and comply with all federal, state and local laws, regulations and ordinances applicable to NSP and the State NSP. In particular, each Cooperating Unit shall comply with the following as they may be required as a result of the State NSP funds: a) NSP Regulations. NSP Regulations, as they now exists and may hereafter be amended and State NSP requirements. b) CDBG Provisions. CDBG statutory and regulatory provisions, including those set forth at 24 CPR Part 570 subpart A, C, D, J, K, and O, as appropriate, except as otherwise described in the NSP Regulations as may be amended from time to time, shall apply. c) Other Federal Requirements and Non-Discrimination. The federal requirements set forth in 24 CFR Part 5, subpart A, including but not limited to those set forth in 24 CFR 5.107 regarding non-discrimination and equal opportunity; disclosure; debarred, suspended, or ineligible contractors; and drug-free workplace. d) Displacement, Relocation, and Acquisition. The relocation requirements of Title 11 and the acquisition requirements of Title III of the Uniform Relocation Act (URA) and Real Property Acquisition Policies Act of 1970, and the implementing regulations set forth at 24 CFR Part 42_ e) Prevailing Wages and Compliance with Davis-Bacon Act. The exclusive and sole public funds used to acquire and rehabilitate the Projects under this Agreement will be State NSP funds. Cooperating Units shall comply with any applicable labor regulations and all other State and Federal Laws in connection with the construction of the improvements NSP Joint Agreement Page 7 which comprise each Project, including, if applicable, requirements relating to the Davis- Bacon Act (40 U-S.C. 276a--276a-5)- Each Cooperating Unit agrees and acknowledges that it is the responsibility of said Cooperating Unit to obtain a legal determination, at said Cooperating Unit's sole cost and expense, as to whether prevailing wages must be paid during the rehabilitation of a Project. Each Cooperating Unit agrees to identify, defend, and hold the Lead Agency harmless fi-om and against any and all liability arising out of and related to said Cooperating Unit's failure to comply with any and all applicable prevailing wage requirements. f) Lead-Based Paint. Housing assisted with State NSP funds is subject to the lead-based paint regulations set forth at 24 CFR Part 35, subparts A, B, 7, K, and R, issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821, et seq.). g) Conflict of Interest. In the procurement of property and services by a Cooperating Unit, the procurement provisions set forth at 24 CFR part 85 and the conflict of interest provisions set forth at 24 CFR §570.611 shall apply. h) Section 3 of the Housing and Urban Development Act of 1968 (Section 3). To the greatest extent feasible, opportunities for training and employment arising from State NSP funds shall be directed to low- and very low-income persons, particularly those who are recipients of government assistance for housing. To the greatest extent feasible, contracts for work to be performed in connection with State NSP funds shall be awarded to business concerns that provide economic opportunities to low- and very low-income persons or otherwise qualify as a "Section 3 Business Concern" as that term is defined in 24 CFR 135.5. All contracts funded in connection with the State NSP shall include the "Section 3 Clause" set forth at 24 CFR 135.38. i) Compliance with anti-discrimination laws. Conformity with title VI of the Civil Rights Act of 1964 (42 U.S.C- 2000d), the Fair Housing Act (42 U-S.C. 3601-3619), and implementing regulations. j) Affirmative marketing and minority outreach program. Each Cooperating Unit shall NSP Joint Agreement ------c-- -��..�.�= ------ --- . .-----------,�.�-•r—�ge� reement Pa 8 adopt affirmative marketing procedures and requirements—which shall include but not be limited to: i) Examples of methods that may be implemented for informing the public, property owners, and potential tenants of the Projects about Federal fair housing laws and the affirmative marketing policy.. and document compliance therewith: ii) Adopting requirements and practices that a Cooperating Unit shall adhere to in order to carry out the affirmative marketing procedures and requirements. iii) Adopting procedures to be used by a Cooperating Unit to inform and solicit applications from persons in the Project areas that are not likely to apply without special outreach. iv) Maintaining records describing actions taken by Cooperating Units to affirmatively market units and to assess the results of these actions- v) Adopting a policy regarding the manner in which a Cooperating Unit will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. vi) Adopting procedures to establish and oversee a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management firms, financial institutions, investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into by a Cooperating Unit with such persons or entities, public and private, in order to facilitate the activities of the Lead Agency to provide affordable housing authorized under the Housing and Community Development Act of 1974 as amended (42 U.S.C. 5301 et seq.) (`'Act') or any other Federal housing law. Affirmative steps to assure that minority business enterprises and women business enterprises are used when possible in the procurement of property and services as set forth at 24 CFR 85.36(e). NSP Joint Agreement page 9 vii)Complying with restrictions on lobbying required by 24 CFR Part 87. k) Model Energy Code- Pursuant to the NSP Regulations, HUD strongly encourages recipients of NSP funds not only to stabilize neighborhoods in the short-term, but to strategically incorporate modem, green building and energy-efficiency improvements in all NSP activities to provide for long-term affordability and increased sustainability and attractiveness of housing and neighborhoods. Although there is no requirement that the Cooperating Units abide by the Model Energy Code published by the Council of American Building Officials for the development of the Projects because the Projects hereunder are not funded with HUD HOME funds, each Cooperating Unit agrees to use its respective best efforts to incorporate modern, green building and energy-efficiency improvements in the Project(s). 1) Consultant Activities. As applicable, pursuant to 24 CFR 570.200(d), no person providing consultant services in an employer-employee type of relationship shall receive more than a reasonable rate of compensation for personal services paid with State NSP funds. m) Administrative Requirements. The Administrative Requirements of 24 CFR Part 84 or 85 as applicable, Part 570 and OMB Circular Nos. A-102, revised, A-110 (implemented at 24 CFR Part 84), A-87, and A-122, as applicable and as they relate to the acceptance and use of federal funds under this Agreement. n) if a Cooperating Unit provides State NSP funds to for-profit owners or developers, non- profit owners or'developers, other Cooperating Units, homeowners, homebuyers, tenants receiving tenant-based rental assistance, or other appropriate parties in connection with this Agreement, said Cooperating Unit shall include in its written agreements with such appropriate parties, all provisions of this Section 9 of the Agreement. 10) INDEPENDENT CONTRACTOR. Each Cooperating Unit and its agents, servants and employees shall act at all times in an independent capacity during the Tema of this Agreement, defined herein, and shall not act as, shall not be; nor shall they in any manner be NSP joint Agreement Page 10 construed to be agents, officers, or employees of Lead Agency or of the other Cooperating Units. 11)NONDISCRIMINATION. Each Cooperating Unit shall abide by Section 109 of the Act (`Section 109"), as codified at 24 CFR 570.602 and 24 CFR Part 6. Section 109 requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance, including State NSP assistance. Furthermore, Section 109 directs that the prohibitions against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 of the Rehabilitation Act of 1973 shall apply to programs or activities receiving Federal financial assistance under Title I programs under the Act. 12)EVENTS OF DEFAULT- The occurrence of any of the following events shall constitute an -'Event of Default' under this Agreement as to the applicable Party: a) Discrimination by a Cooperating Unit or such Cooperating Unit's agents on the basis of characteristics prohibited by this Agreement or applicable law; and b) Any substantial or continuous or repeated breach by a Cooperating Unit or such Cooperating Unit's agents of any material obligation on said Cooperating Unit imposed by this Agreement; and c) A determination by the Lead Agency that a Cooperating Unit's representations and warranties made in this Agreement were untrue in any material respect when made, or that said Cooperating Unit concealed or failed to disclose a material fact from the Lead Agency. 13)NOTICE OF DEFAULT AND CURE PERIOD. The Lead Agency shall give written notice to the applicable Cooperating Unit, with a copy to the other Cooperating Units, of any Event of Default by specifying: a) the nature of the Event of Default, b) the action required to cure the deficiency, if possible, and c) the date, which shall not be more than thirty (30) calendar NSP joint Agreement Page 11 days from the mailing of the notice, by which such action to cure must be taken- The defaulting Cooperating Unit shall be responsible for taking the actions necessary to cure the Event of Default, and for the costs therefor. 14)LEAD AGENCY REMEDIES. Notwithstanding Section 15 of this Agreement, upon the happening of an Event of Default and a failure by the applicable Cooperating Unit to cure said default within the time specified in the notice of default, the Lead Agency may pursue any remedy allowed at law or in equity. 15)TERM. This Agreement shall remain in effect until the State NSP funds and State NSP Program Income received in connection with this Agreement are expended and the funded activities completed ("Term"), in accordance with the State NSP requirements. 16)TERMINATION OR WITHDRAWAL. The Lead Agency and the Cooperating Units shall not terminate or withdraw from this Agreement during the Term. 17)HOLD HARMLESS AND INDEMNIFICATION. a) Cooperating Units- Each Cooperating Unit shall indemnify and hold harmless the other two (2) Cooperating Units, the Lead Agency, and their respective agencies, districts, special districts and departments, directors, officers, board of supervisors, city council, elected and appointed officials, employees, agents and representatives, as applicable (collectively. "Indemnitees '), from any liability whatsoever, based or asserted upon any act or obligation of said Cooperating Unit, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever arising from the performance of said Cooperating Unit, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. Each Cooperating Unit shall defend, at its sole expense, all costs and fees including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards, the Indemnitees in any claim or action based upon such alleged acts or omissions. b) In the event there is State and/or Federal audit related to this Agreement and subject to NSP Joint._-r`Agreement Page 12 disallowance, each Cooperating Unit shall indemnify, defend and hold harmless the Indemnitees from and against any and all liability arising from the audit and disallowance. i) With respect to any action or claim subject to indemnification herein by a Cooperating Unit, said Cooperating Unit shall, at its sole cost, has the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of the other Parties; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes said Cooperating Unit's indemnification to the Indemnitees as set forth herein. ii) Each Cooperating Unit's obligation hereunder shall be satisfied when said Cooperating Unit has provided to the Lead Agency the appropriate form of dismissal relieving Lead Agency frown any liability for the action or claim involved- iii) The specified insurance limits required in this Agreement shall in no way limit or circumscribe Cooperating Unit's obligations to indemnify and hold harmless the other Parties herein from third party claims. iv) In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve a Cooperating Unit from indemnifying the other Parties to the fullest extent allowed by law. v) Lead Agency. The Lead Agency shall defend, indemnify and hold each Cooperating Unit, their respective elected officials, officers, employees, and agents free and harmless from any and all liability from loss, damage, or injury to or death or persons Or property in any manner arising out of or incident to the Lead Agency's performance of this Agreement, including without limitation all consequential damages, attorneys' fees and court costs, including without limitation all consequential damages, attorneys' fees and court costs resulting from the negligence NSP JointAgreement Page 13 of the Lead Agency or the Lead Agency's agents in the performance of this Agreement. The Lead Agency's obligations pursuant to this section 17.b shall not extend to any liability to the extent such liability arises from the willful misconduct or negligence of a Cooperating Unit, or its elected officials, officers, employees and/or agents. 18)INSURANCE. Without limiting or diminishing each Cooperating Unit's obligation to indemnify or hold the other Parties harmless, each Cooperating Unit shall procure and maintain or cause to be maintained, at its sole cost and expense, all applicable insurance coverage as required by law during the Term of this Agreement. Each Parties insurance politics shall name the other Parties as Additional Insured. 19)ENTIRE AGREEMENT. It is expressly agreed that this Agreement embodies the entire agreement of the Parties in relation to the subject matter hereo_`, and that no other agreement or understanding, verbal or otherwise, relative to this subject matter, exists between the Parties at the time of execution. 20)AUTHORITY TO EXECUTE. The persons executing this Agreement on behalf of the Parties to this Agreement hereby warrant and represent that they have the authority to execute this Agreement and warrant and represent that they have the authority to bind the respective Parties to this Agreement to the performance of the obligations hereunder. 21)WAIVER. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties, or the failure by a Party to exercise its rights upon the default of the other Parties, shall not constitute a waiver of such Party's rights to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 22)INTERPRETATION AND GOVERNING LAW, This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall NSP Joint Agreement Page 14 not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 23)JURISDICTION AND VENUE. Any action at law or in equity arising under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed in the consolidated Courts of Riverside County, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court or jurisdiction. 24)SEVERABILITY. Each paragraph and provision of this Agreement is severable from each other provision, and if any provision or part thereof is declared invalid, the remaining provisions shall nevertheless remain in full force and effect. 25)MTNISTERIAL ACTS. The Lead Agency's Assistant County Executive Officer/EDA or designee(s) is authorized to take such ministerial actions as may be necessary or appropriate to implement the terms, provisions, and conditions of this Agreement, as it may be amended from time to time by all Parties. 26)MODIFFICATION OF AGREEMENT, The Lead Agency and/or Cooperating Units may consider it in their respective best interest to change, modify 07 extend a term or condition of this Agreement. Any such change, extension or modification, which is mutually agreed upon by the Parties hereto shall be incorporated in written amendments to this Agreement. No amendment .to this Agreement shall be effective and binding upon the Parties unless it expressly makes reference to this Agreement, is in writing and is signed and acknowledged by duly authorized representatives of all Parties. 27)ASSIGNMENT. The Parties hereto shall not make any sale, assignment, conveyance, or lease of any trust or power, or transfer in any other form with respect to this Agreement or the Project. 28)RECITALS. The recitals are incorporated herein by this reference. 29)NOTICES. All notices, requests, demands and other communication required or desired to be served by any Party upon the other Parties shall be addressed to the respective Parties as NSP Joint Agreement -- — — —Page IS set forth below or the such other addresses as from time to time shall be designated by the respective Parties and shall be sufficient if sent by 'U.S. first class, certified mail, postage prepaid, or express delivery service with a receipt showing the date of delivery. LEAD AGENCY PALM SPRINGS Director of Housing Development City of Palm Springs Riverside County Attn. City Manager Economic Development Agency 3200 East Tahquitz Canyon Way 1325 Spruce Street, Suite 400 Palm Springs, CA 92262 Riverside, CA 92507 PALM DESERT COACHELLA City of Palm Desert City of Coachella Attn, City Manager Arm. City Manager 73510 Fred Waring Drive 1515 Sixth Street Palm Desert, CA 92260 Coachella, CA 92236 30)COUNTERPARTS. This Agreement may be signed by the different Parties hereto in counterparts, each of which shall be an original but all of which together shall constitute one and the same agreement- 31)EFFECTIVE DATE. The effective date of this Agreement is the date the Parties execute the Agreement. If the Parties execute the Agreement on more than one date, then the last date the Agreement is executed by a Party shall be the effective date. IN WITNESS WHEREOF, the Lead Agency and the Cooperating Units have executed this Agreement as of the date first above written- [Signatures of the following pages.) NSP Joint Agreement Page e16 SIGNATURE PAGE TO COOPERATION AGREEMENT FOR THE USE OF NEIGHBORHOOD STABILIZATION PROGRAM FUNDS LEAD AGENCY: RIVERSIDE COUNTY, a political subdivision of the State of California Date: December 22, 2009 By'�jul (J"-4 SV J.e, iairman Its: d of Supervisors APPROVED AS TO FORM: PAMELA J. WALLS County Counsel By: Deputy ATTEST: KECIA HARPER-H-1EM Clerk of�Board C00?EIRATIING CITIES; CITY OF COACHELLA, a public body, corporate and politic Date: By Tim Brown, City Manager ATTEST: By: City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP By: City Attorney NSP]Dint Agreement Page 17 12.22.09 9.9 SIGNATURE.PAGE TO COOPERATION AGREEMENT FOR THE USE OF NEIGHBORHOOD STABILIZATION PROGRAM FUNDS COOPERATING CITIES. CITY OF COACHELLA, a public body, corporate and politic Date: �z��_10 By /,+'(�' Gene Rogers, Interim City Manager ATTEST:n _ By: Q1 . L J.O. 0 City Clerk APPROVE AS TO LEGAL FORM: BEST BE T' I I7ER LLP By: City A _ __ --__-----,.......____.._._... . . .........�. .. ...__.....r ..... 1\SP joint Abreem Q ent Page IS SIGNATURE PAGE. TO COOPERATION AGREEMENT FOR THE USE OF NEIGHBORHOOD STABILIZATION PROGRAM FUNDS CITY OF PALM SPRINGS, a public body, corporate and politic Date: ,"'r6S ?auG BB David II- Read - i li-D,, City Manager ATTEST: By: ;�Gncs Thompson, City Clerk APPROVED AS TO LEGAL FORM: WOODRtU F, SPRADC d - M �i, LLP By: C'ty Attom t CITY OF PALM DESERT, a public body, corporate and politic Date: By John Wohlmuth, City Manager ATTEST: By: City Clerk APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP By: City Attorney NSP joint Agreement ent Page 18 Contract No. C28970 SIGNATURE PAGE TO COOPERATION AGREEMENT FOR THE USE OF NEIGHBORHOOD STABILIZATION PROGRAM FUNDS CITY OF PALM SPRINGS, a public body, corporate and politic Date: By David H- Ready, Esq. Ph.D., City Manager ATTEST: By: James Thompson,City Clerk APPROVED AS TO LEGAL.FORM: WOODRUFF, SPRADLIN & SMART, LLP By: City Attorney CITY OF PALM DESERT, a public body, corporate and politic J r" Date: f c2 v G B Y J M ohlmuth, Ciiy Manager ATTEST: By: City` Jerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP By: ,��._.;� - city. tt6lmcy NSP Joint Agreement Page 18