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HomeMy WebLinkAboutCED Eden Housing Affordable Housing GrantAFFORDABLE HOUSING GRANT AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND EDEN HOUSING, INC. THIS AFFORDABLE HOUSING GRANT AGREEMENT ("Agreement") is entered into as of Apr4,2024 ("Effective Date"), by and among the CITY OF SAN RAFAEL, a municipal corporation ("City") and KERNER CANAL, L.P., a California limited partnership. ("Grantee"). RECITALS A. On January 21, 2020, the San Rafael City Council ("City Council") adopted Resolution No. 14760 establishing Guidelines for the Administration of the Affordable Housing Trust Fund approving a grant not to exceed $1,540,000 to support the purchase of the property. The City ultimately provided $1,251,663 for property acquisition. B. On March 7, 2022, the City Council adopted Resolution No. 15041 approving an $850,000 loan to assist Grantee in the rehabilitation of Grantee's adaptive reuse project of a four-story office building into a 40-unit supportive housing development at 3301 Kerner Boulevard in San Rafael, California 94901, A.P.N. 008-082-52 generally known as 3301 Kerner (the "Property"). (the "Improvements," as more particularly defined in Section 3). C. On April 10, 2023, the City issued a Notice of Funding Availability ("NOFA") announcement for the preservation or development of affordable housing in the City of San Rafael. D. After issuance of the NOFA, the City received a funding request from Grantee in the amount of $800,000. The project team closed on its construction financing in April 2023 and started construction in early May, however the building structure requires modifications because of its location in a floodplain. The requested funding would be used to address this issue through redesign, including raising the finished floor of the first -floor residential units. E. On July 17, 2023, the San Rafael City Council adopted Resolution No. 15244, awarding $250,000 for the Grantee to complete structure modifications that address its location in a floodplain. AGREEMENTS NOW, THEREFORE, CITY AND GRANTEE AGREE AS FOLLOWS: Section 1. Grant Commitment. A. Grant Term and Amount. Subject to the terms and conditions hereunder and in consideration of Grantee's agreements hereunder, including its commitment to construct and install the Improvements and its agreement to restrict the rental of 40 units on the property to very low-income households at an affordable rent for at least fifty-five years following the date the project receives either a temporary or final certificate of occupancy, whichever is issued first, City agrees to grant funds to Grantee in an amount not to exceed Two Hundred Fifty Thousand and no/100 dollars ($250,000) ("Grant") to pay Grantee's out-of-pocket soft and hard costs paid to unaffiliated third parties for remodeling and installing the Improvements, including without limitation costs of design, financing, bidding, construction and construction management. B. Grant Disbursements. City shall disburse the awarded Two Hundred Fifty Thousand dollars ($250,000) in grant proceeds to the Grantee (or its designated payee) in a lump sum, provided that the following has been completed: (1) Grantee has submitted a statement, bill, invoice, receipt, cancelled check or other evidence reasonably satisfactory to the City's City Manager of the costs incurred or paid; and (2) Grantee has provided a certification to City that the work for which payment is being requested is solely for the work of the Improvements and has been completed in conformance with the development approvals approved by the City. Within thirty (30) days of City receipt and approval of the items in (1) and (2) above, City shall pay to Grantee (or its designated payee) the maximum Grant amount set forth in Section I.A. above. Section 2. Restrictions on Use of Grant Procccds. Grantee covenants that the proceeds of the Grant shall be used solely to finance costs incurred in connection with the construction and installation of the Improvements pursuant to valid, bona fide contracts made by Grantee in the ordinary course of its business. The Grant proceeds shall not be used for any purpose other than as set forth in this Section 2. City shall not be responsible for any costs or charges incurred in the renovation or installation of the Improvements, except as expressly set forth herein with respect to funding of the Grant. Section 3. Improvements. "Improvements" shall mean the work generally described in the Scope of Work attached hereto as Exhibit A and incorporated herein ("Scope of Work"). In no event shall the Improvements include any personal property of Grantee. Section 4. Non -Discrimination. Grantee shall' not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, gender identity, disability, marital status, ancestry, or national origin of any person. Grantee covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Grantee shall include such provision in all deeds, leases, contracts and other instruments executed by Grantee, and shall enforce the same diligently and in good faith. All deeds, leases, and contracts pertaining to management of the Property, made or entered into by Grantee, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language: 2 A. (1) In Deeds, the following language or substantially similar language prohibiting discrimination and segregation, shall appear: Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). B. (1) In Leases, the following language or substantially similar language prohibiting discrimination and segregation, shall appear: The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). C. In Contracts pertaining to management of the Property, the following language, or substantially similar language prohibiting discrimination and segregation shall appear: There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). Section 5. Indemnification. Grantee shall defend, assume all responsibility for and hold the City and its officers, elected officials, volunteers, employees and agents, harmless from all demands, claims, actions, liabilities and damages, including damage to any property or injury to or death of any person (including attorneys' fees and costs), arising out of or caused by any of Grantee's activities under this Agreement, including the design, construction and installation of the Improvements, whether such activities or performance thereof be by Grantee or anyone directly or indirectly employed or contracted with by Grantee and whether such damage shall accrue or be discovered before or after completion of the Improvements. Section 6. Maintenance of Records. Grantee shall document all expenditures under this Agreement with properly executed payroll, time records, invoices, contracts, vouchers or other official documentation evidencing in appropriate detail the nature and propriety of the charges. All checks, payroll, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible and shall be maintained for a period of not less than three (3) years after receipt of the final Grant disbursement under this Agreement. Upon reasonable notice to Grantee, City may request to review Grantee's relevant records with respect to the matters covered by this Agreement and Grantee shall make such records available for examination during normal business hours at a location acceptable to the City. Grantee shall permit the City to audit, examine and make excerpts or transcripts from these records at City's expense. Section 7. Default and Remedies. A. Default Remedies. Subject to permitted extensions of time as provided in subsection G hereof, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and expiration of any applicable cure period, shall constitute a "Default" under this Agreement. A party claiming a Default shall give written Notice of Default to the other parry specifying the nature of the Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if (a) in the case of a monetary Default, such party cures the monetary Default within ten (10) business days following receipt of such Notice of Default, or (b) in the case of a non -monetary Default, such party cures, corrects or remedies the non -monetary Default within thirty (30) days following receipt of such Notice of Default, or if the non -monetary Default cannot reasonably be cured within such thirty -day period, said parry commences to cure the non -monetary Default within said thirty -day period and thereafter completes such cure, correction or remedy with diligence. B. Institution of Legal Actions. Except as otherwise specifically provided herein, upon the occurrence of a Default, the non -defaulting party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Any legal actions by any party must be instituted in the Superior Court of the County of Marin, State of California, or in the appropriate Federal District Court of the State of California. Notwithstanding anything herein to the contrary, no party shall have the right to recover any consequential or special damages in the event of a Default by another parry. C. Termination. Subject to the provisions of paragraph A. above, this Agreement may be terminated if there is an uncured Default, by written Notice from the party not in Default. D. Acceptance of Service of Process. If any legal action is commenced by Grantee against City, service of process on City shall be made by personal service upon the person designated in subsection G of Section 8, or in such other manner as may be provided by law. If any legal action is commenced by City against Grantee, service of process on Grantee shall be made by personal service upon the person designated in subsection G of Section 8, or in such other manner as may be provided by law. E. Rights and Remedies Are Cumulative. Except as otherwise expressly provided herein, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party, except as otherwise expressly provided herein. F. Inaction Not a Waiver of Default. Any failures or delays by either parry in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. G. Force Majeure. No party shall be in default or breach hereunder or liable to the other for any delay, failure in performance or interruption resulting directly or indirectly from war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine, shelter -in -place or other similar restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe weather; or acts or omissions of the other party. An extension of time for any such cause shall be for the period of the enforced delay. Any party claiming such extension shall notify the other(s) promptly after becoming aware of the existence of any event or condition giving rise to such claim. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Grantee. Grantee expressly agrees that adverse changes in economic conditions, either of Grantee specifically or the economy generally, changes in market conditions or demand, and/or Grantee's inability to obtain financing or other lack of funding to complete the Improvements shall not constitute grounds of enforced delay pursuant to this subsection G. Grantee expressly assumes the risk of such adverse economic or market changes and/or inability to obtain financing, whether or not foreseeable as of the Effective Date of this Agreement. H. No Liability of Ci!y or City Member. No member, official or employee of the City shall be personally liable to Grantee, or any successor in interest, in the event of any default or breach by City under this Agreement or for any amount which may become due to Grantee, or its designated payee, or any successor or on any obligations under the terms of this Agreement. Section 8. Miscellaneous Provisions. A. Grantee Transfer or Assignment. As long as any portion of the Improvements remains to be completed, Grantee shall not transfer or assign this Agreement, or its interests in the Property or in any of the Improvements without prior written approval by the City. Upon issuance of a temporary certificate of occupancy for the Improvements, this Section 8.A. shall no longer be applicable. Approval of any such transfer or assignment shall be at the sole discretion of City; such approval shall not be unreasonably withheld, conditioned or delayed. B. Interest of Members of City. No member of the governing body of the City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the City's work shall have any personal interest, direct or indirect, in this Agreement. C. Relationship between City and Grantee. It is hereby acknowledged that the relationship between City and Grantee is not that of a partnership or joint venture and that City and Grantee shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Exhibits hereto, City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Property or the Improvements. D. Compliance with Laws. Grantee shall carry out and shall cause its contractors and subcontractors to carry out the redevelopment of the Property in conformity with all applicable federal, state and local laws, rules, ordinances and regulations ("Applicable Laws"), including without limitation, all applicable environmental laws, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable pursuant to financing sources used for the Improvements), applicable provisions of the California Public Contracts Code, the City's zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. Grantee shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Grantee's obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Grantee which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Grantee's deposit with City of any of the insurance policies described in this Agreement. Grantee's indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Grantee's defense and indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement. E. Compliance with Laws, Prevailing Wages. Grantee shall carry out, and shall use its best efforts to ensure that its employees, volunteers, contractors, subcontractors and agents carry out the design, planning and construction of all Project activities funded by the Affordable Housing Trust Fund Grant in conformity with all applicable State of California Labor Code requirements; the City zoning and development standards; building, plumbing, mechanical and electrical codes; all other provisions of the City of San Rafael Municipal Code ("Code"); all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.; that all contractors or subcontractors hired by Grantee are licensed in the State of California; and that all activities funded hereunder are only performed on the Project located within City's corporate limits and for the benefit of the families that will occupy the Residential Units. i. In the performance of its obligations set forth in this Agreement, Grantee shall have the status of an independent contractor and shall not be deemed to be an employee, agent or officer of City. To the extent State prevailing wage laws apply to the Project, Grantee shall ensure that (i) it complies with prevailing wage requirements in connection with the design and construction of the Project (the "Work") pursuant to this Agreement, and (ii) no less than the general prevailing rate of per diem wages, and not less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the Work shall be paid to all workers, laborers and mechanics employed in the execution of the Work by Grantee, contractors and subcontractors doing or contracting to do any part of the Work. Copies of such prevailing rate of per diem wages are available at: hgps://www.dir.ca.gov/OPRLIDPreWaizeDetennination.htm. ii. To the extent applicable, Grantee, its contractors and subcontractors, shall comply with all requirements of the California Labor Code, including but not limited to, Labor Code Section: 1773.2 (regarding posting wage determinations at each job site); Section 1776 (regarding the certification, maintenance, and availability for inspection of payroll records); Section 1777.5 (regarding employment of apprentices); Section 1810 (regarding a legal day's work as 8 hours of labor); and Section 1775 (regarding penalties for violations). iii. Grantee shall defend, with counsel reasonably acceptable to City, indemnify and hold harmless City its officials, officers, employees, agents and representatives ("Indemnitees") from and against any and all liabilities, obligations, orders, claims, damages, governmental fines or penalties, and actual expenses of defense with respect thereto, including reasonable attorneys' fees and costs ("Claims") arising out of Grantee's failure to comply with State of California Labor Code requirements pertaining to the design and construction of the Work. Further, Grantee shall indemnify, defend and hold harmless the Indemnitees with respect to all final judgments or settlements in actions brought by any "contractor" in which City is (i) determined to be an "awarding body" and (ii) damages are awarded, pursuant to Labor Code Sections 1726 or 1781. Grantee's defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement. iv. Grantee hereby waives, releases and discharges the Indemnitees from any and all present and future Claims arising out of or in any way connected with Grantee's obligation to comply with all State of California Labor Code requirements pertaining to the design and construction of the Work. This release applies to all potential future claims and Grantee on behalf of itself and its agents, representatives, assigns, heirs, spouses, successors -in -interest, executors, administrators, employees, contractors, subcontractors, attorneys, material suppliers and vendors ("Releasors"), agrees to waive any and all rights pursuant to Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. 55 Grantee shall include within each of its contracts, subcontracts any other agreements with Releasors involved in the Work, a release in favor of the Indemnitees substantially identical to the one in this Section 8.E. F. Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of California. G. Time of the Essence. Time is of the essence of each and every provision of this Agreement. H. Notices, Demands and Communications between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either parry may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means, including via facsimile or via overnight courier, to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. Any Notice shall be deemed received on the date of delivery if delivered by hand or by first class mail, postage prepaid or if sent via nationally recognized overnight courier; and upon receipt of verification of transmission if sent via facsimile (provided a copy is sent the same day via first-class mail). Notices sent by a party's attorney on behalf of such party shall be deemed given by such party. City: City of San Rafael 1400 5th Avenue, Rm. 203 San Rafael, CA 94901 Attention: City Manager with a copy to: City of San Rafael 1400 5th Avenue, Rm. 202 San Rafael, CA 94901 Attention: City Attorney Grantee: Kerner Canal, L.P. 22645 Grand Street Hayward, CA 94541 Attention: Project Developer I. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such or the remaining provisions of this Agreement. J. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. K. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by all parties. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of its terms. L. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other parry, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. M. Further Assurances. The parties shall execute, acknowledge, file or record such other instruments and statements and shall take such additional action as may be necessary to carry out the purpose and intent of this Agreement. N. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns. O. Entire Agreement. This Agreement and Exhibit A which is incorporated herein, together constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, warranties and understandings of the parties concerning the subject matter contained herein, written or oral. No change, modification, addendum or amendment to any provision of this Agreement shall be valid unless executed in writing by each party hereto. P. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Q. Authority — Grantee. Grantee and each person executing this Agreement on behalf of Grantee, does hereby covenant and warrant that (i) it is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (ii) it is duly qualified to do business in California, (iii) it has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all of its obligations hereunder, and (iv) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Grantee, as applicable, is duly and validly authorized to do so. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. /:M?A6[&' 16 Brenna LJa mi <far) 6renna Nw mi (foi) (Apr 5, 2024 07:40 PDT) Lindsay Lara, City Clerk APPROVED AS TO FORM: 'A Genevieve Coyle, Assistant City Attorney CITY: CITY OF SAN RAFAEL, a municipal corporation Cr4i'r�t-Ak4,-g, lz By: Gistine Alilovich (Apt 4.202420:41 PDT) Cristine Alilovich, City Manager 10 GRANTEE: KERNER CANAL, L.P., a California limited partnership By: Kerner Canal LLC, A California limited liability company, Its general partner By: Eden Housing, Inc. a California nonprofit public benefit corporation, its sole member/manager Bv: Print Name: Andrea Osgood Its: Chief of Real Estate Development and Executive Vice President IM EXHIBIT A SCOPE OF WORK Pro e : 3301 Kerner Boulevard, San Rafael, California. The Improvements shall consist of the following: Remodeling and constructing 40 permanent supportive housing units through adaptive reuse of an office building at 3301 Kerner Boulevard, San Rafael, California. Utility upgrades and site improvements including accessible parking and paths of travel, grading and drainage updates, structural upgrades to the building, elevating the residential units on the first floor to comply with floodplain requirements, and new construction to the extent required by the City. Upgrade and redesign of mechanical, electrical, and plumbing systems and integration into existing building systems. No relocation efforts are needed as the building is currently unoccupied and will remain throughout construction. The development will be 100% permanent supportive housing with 14 units for households with severe mental illness at or below 20% AMI and 26 units for households at or below 30% AMI who will move from Voyager Carmel Center. One unrestricted two -bedroom unit is set aside for an on -site property manager for a development total of 41 housing units. The Improvements shall be consistent with the Conceptual and Design Development Drawing, as approved by the City. All Improvements shall be constructed in accordance with the Construction Drawings approved by the City, Uniform Building Code (with City modifications), the City Municipal Code and all other applicable local, state, federal or other governmental requirements. GRANT AGREEMENT - 3301 Kerner Canal LP Final Audit Report 2024-04-05 Created: 2024-04-03 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAHe_IUBzOlxZWtLgHCe6TIYezbpk8ToXV "GRANT AGREEMENT - 3301 Kerner Canal LP" History f!l Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-04-03 - 11:27:45 PM GMT- IP address: 199.88.113.8 E'y Document emailed to Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) for signature 2024-04-03 - 11:29:24 PM GMT Email viewed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) 2024-04-04 - 0:18:47 AM GMT- IP address: 104.47.64.254 6© Document e-signed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) Signature Date: 2024-04-04 - 0:19:14 AM GMT - Time Source: server- IP address: 199.88.113.8 C'., Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2024-04-04 - 0:19:15 AM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2024-04-04 - 3:25:05 PM GMT- IP address: 104.47.65.254 d© Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2024-04-04 - 3:25:11 PM GMT - Time Source: server- IP address: 199.88.113.8 Py Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-04-04 - 3:25:13 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-04-05 - 3:39:53 AM GMT- IP address: 104.47.64.254 66 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-04-05 - 3:41:02 AM GMT- IP address: 73.170.251.162 i5o Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-04-05 - 3:41:04 AM GMT - Time Source: server- IP address: 73.170.251.162 Q Adobe Acrobat Sign Cy Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2024-04-05 - 3:41:05 AM GMT Email viewed by brenna.nurmi@cityofsanrafael.org 2024-04-05 - 2:39:57 PM GMT- IP address: 104.47.65.254 6e Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-04-05 - 2:40:13 PM GMT- IP address: 199.88.113.8 de Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2024-04-05 - 2:40:15 PM GMT - Time Source: server- IP address: 199.88.113.8 '5 Agreement completed. 2024-04-05 - 2:40:15 PM GMT 0 Adobe Acrobat Sign