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CD Affordable Housing Grant AgreementAFFORDABLE HOUSING GRANT AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND HOMEWARD BOUND OF MARiN THIS AFFORDABLE HOUSING GRANT AGREEMENT ("Agreement") is entered into as of ' 2021 ("Effective Date"), by and among the City of San Rafael. a municipal/corporation ("City") and Homeward Bound of Marin, a California nonprofit ("Grantee"). RECITALS A. One Januar) 21. 2021, the San Rafael City Council ("City Council") adopted Resolution No. 11760 establishing Guidelines for the Administration of the Affordable Housing Trust Fund. B. On June 5, 2020, the City issued a Notice of Funding Availability (-NOFA") announcement for initial funding to spur the creation of affordable rental housing in the City of San Rafael. C. After issuance of the NOFA, the City received a funding request from Grantee in the amount of $750,000 in Affordable Housing Funds to assist Grantee in the redevelopment of Grantee's existing center located at 190 Mill Street in San Rafael, California 94901. A.P.N. 014-192-12, generally known as the Mill Street Center (the -Property- ), and construction of 32 units of pennanent supportive affordable housing. (the "Improvements," as more particularly defined in Section 3). D. On October 5. 2020, the City Council adopted Resolution No. 14861 approving an Affordable Housing Grant to Grantee in the amount of $750,000. E. Grantee has received all City approvals for construction of the Improvements and has commenced construction. 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 32 units on the Property to very low- and extremely low- income households at an affordable rent. City agrees to grant funds to Grantee in an amount not to exceed Seen Hundred Fifty Thousand and no/100 Dollars ($750.000.00) ("Grant") to pay Grantee's out-of-pocket soft and hard costs paid to unaffiliated third parties for constructing and installing the lmpro�ements, including «ithout limitation costs of design, financing. bidding. construction and construction management. B. Grant Disbursements. City shall disburse the proceeds of the Grant to 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 Proceeds. 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 construction 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: A. (l) 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 (in) 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, 5 1.1 1 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 am person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 3 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 atter 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 party 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. 4 or (b) in the case of a non -monetary Default. such party cures, corrects or remedies the non -monetary Default within thine (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 partN 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 an} 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. Without limiting the generality of the foregoing, in the event that Grantee fails to complete the Improvements within the time period specified in the Schedule of Performance. as the same may be extended as provided for herein. City, in addition to any other remedies available to City, shall recover from Grantee, and Grantee shall be obligated to repay to City all City Grant funds previously disbursed to Grantee. Any legal actions by any part}• 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 party. 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 lays. 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. Amy failures or delays by either party 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 necessan 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: frei�„ht embargoes: goy ernmental restrictions or priority. litivation: 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 5 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 Liabilityof Cit or r 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. 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 shalt 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 1 1135. 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 NNhich it may have by reason of this indemnit 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. Governing La,,y. This Agreement shall be governed by and construed in accordance with the la\Ns of the State of California. F. Time of the Essence. Time is of the essence of each and every provision of this Agreement. G. Notices. Demands and Communications between the Parties. Any approval. disapproval, demand. document or other notice ("Notice") which either party may desire to jive 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 5`h Avenue. Rm. 203 San Rafael. CA 94901 with a copy to: Attention: City Manager City of San Rafael 1400 5`h Avenue, Rm. 202 San Rafael. CA 94901 Attention: City Attorney Grantee: Homeward Bound of Marin 1385 N. Hamilton Parkway Novato, CA 94949 Attention: Executive Director H. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable la\%. 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. 1. 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. J. 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. K. 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 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. L. 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. M. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns. N. Entire Agreement. This Agreement and Exhibits A, B. C and D, which are 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. O. 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. P. 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 perfm orall of its 8 obligations hereunder. and (iv) each person (and all ofthe 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 WI-IEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written. ATTEST: • /vim rLindsay Lara, City Clerk APPROVED AS TO FORM: bor) Robert F. Epstein. Clt1 kttorneN CITY: CITY OF SAN RAFAEL. am By Jim GRANTEE: HOMEWARD BOUND OF MARIN. a California nonprofit corporation By: g'- �e, Z ,, - Print Name: it r., ., Sc_,e-e Its: Exe-«<-h EXHIBIT A SCOPE OF WORK Property: 190 Mill Street, San Rafael, California. The Improvements shall consist of the following: Expansion and improvement of the existing shelter and the addition of 32 units of permanent supportive housing, consisting of a 4 - Floor 32,000 sq. ft. building (8,000 sq. ft. per floor) with elevator. The first -floor shelter will include 16 small units of 4 beds each which will allow unit set -asides for groups such as youth, couples, and persons with pets, as well as space for services and facility administration. The second and third floors will each have 16 small single room occupancy units of permanent supportive housing, as well as shared kitchens. bathrooms, and service spaces. A parking structure will be built at ground level. The overall scope for the Improvements will include demolition of the existing structure, site preparation, grading, and construction of the new building including parking, shelter, permanent supportive housing, and required on- and off-site improvements. 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, the Uniform Building Code (with City modifications), the City Municipal Code and all other applicable local, state, federal or other governmental requirements. RAF,q�` 1 i 2 �o /Ty �VITH P' e� h CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Development Project Manager: Paul Jensen Extension: 415-485-5064 Contractor Name: Homeward Bound Contractor's Contact: Paul Fordham Contact's Email: pfordham@hbofm.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION T COMPLETED REVIEWER DEPARTMENT DATE Check/Initial a. Email PINS Introductory Notice to Contractor NA ❑X 1 Project Manager b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑Q 2 City Attorney a. Review, revise, and comment on draft agreement 5/11/2021 and return to Project Manager Click here to ❑x LG b. Confirm insurance requirements, create Job on enter a date. PINS, send PINS insurance notice to contractor 1►�1.N 3 Department Director Approval of final agreement form to send to 5/11/2021 ❑x PJ contractor Forward three (3) originals of final agreement to 4 Project Manager 5/11/2021 ❑x contractor for their signature When necessary, contractor -signed agreement 5 Project Manager © N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY enter a date. PRINT Forward signed original agreements to City 6 Project Manager 5/11/2021 PJ Attorney with printed copy of this routing form Review and approve hard copy of signed 5-111 ho - 7 City Attorney Review and approve insurance in PINS, and bonds . 8 City Attorney (for Public Works Contracts) r lrw)/A- 9 City Manager/ Mayor Agreement executed by City Council authorized ?/ J�official /10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager