HomeMy WebLinkAboutAgreement A-22-473 MOU with Villages at Broadway LP.pdf Agreement No. 22-473
1 MEMORANDUM OF UNDERSTANDING
2 This Memorandum of Understanding ("MOU") is dated October 25, 2022 and is
3 between Villages at Broadway, Limited Partnership, a California Limited Partnership whose
4 address is 1331 Fulton Street, Fresno, CA 93721 ("Contractor"), and the County of Fresno, a
5 political subdivision of the State of California ("County").
6 Recitals
7 A. In collaboration with Contractor, County, through its Department of Behavioral Health
8 ("DBH"), has received funds from the State Department of Housing and Community
9 Development ("HCD") pursuant to Proposition 2, the No Place Like Home Program ("NPLH").
10 NPLH was approved by the voters of the State of California in November of 2018. NLPH funds
11 may only be used by DBH in accordance with Proposition 2 and California Code of Regulations
12 Division 5, Part 3.9, et. Seq.
13 B. County's Department of Behavioral Health ("DBH") needs high quality, safe, and
14 affordable permanent supportive housing for persons with serious mental illness or a serious
15 emotional disturbance experiencing homelessness.
16 C. Contractor has acquired the site at 1828 Broadway St, Fresno, CA 93721 identified as
17 Villages at Broadway, LP, Development ("Development"), to be operated as permanent
18 supportive housing.
19 D. Parties have signed Standard Agreement No 18-NPLH-12657 with HCD to access
20 NPLH funds for the construction of the Development. This 30-year agreement commits the
21 County to provide mental health services and provide or refer to other supportive services for a
22 minimum of 20 years.
23 E. The purpose of this MOU is to clearly identify the roles and responsibilities of Contractor
24 and County.
25 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Responsibilities
3 1.1 Guiding Principles of Care Delivery. Contractor shall provide services in
4 accordance with the vision, mission, and guiding principles of the County's DBH, as further
5 described in Exhibit A, "Guiding Principles of Care Delivery," attached hereto and by this
6 reference incorporated herein and made part of this Agreement.
7 1.2 Consideration of Circumstances. The parties understand and agree NPLH-eligible
8 households are disabled households who may be entitled to reasonable accommodations in the
9 eligibility review and admission process. Contractor shall establish and implement a procedure
10 to respond to circumstances that may result in denial of an applicant and requests for
11 reasonable accommodation by all applicants. Such procedures shall provide for the following:
12 (A) Contractor to consider all relevant circumstances when deciding whether to deny
13 admission based on an individual's past history except in the situations for which denial
14 of admission is mandated, such as being a registered sex offender or being convicted of
15 manufacturing or producing methamphetamine on the premises of federally assisted
16 housing.
17 (B) In deciding whether or not to deny admission or assistance because of an action
18 or failure to act by an individual, Contractor has discretion to consider all relevant
19 circumstances in each case, including seriousness of the case. Contractor will use its
20 discretion in reviewing the extent of participation or culpability of an individual, mitigating
21 circumstances related to the disability of an individual, and the passage of time since the
22 individual's actions or failure to act. When the ground for denial of admission or
23 assistance is related to criminal activity, such as factors as disclosure of the criminal act,
24 completion of rehabilitative treatment for drug-related offenses, and type and longevity
25 since the conviction will be considered.
26 (C) In determining whether to deny admission for illegal use of drugs or alcohol
27 abuse by a household member who is no longer engaged in such behavior, Contractor
28 will consider whether an individual is participating in or has successfully completed a
2
1 supervised drug or alcohol rehabilitation program or has otherwise been successfully
2 rehabilitated. Contractor may require the individual to submit evidence of the household
3 member's current participation, or successful completion of a supervised drug or alcohol
4 rehabilitation program.
5 (D) If denial is based upon behavior resulting from a disability, Contractor will delay
6 the denial in order to determine if there is a reasonable accommodation which would
7 negate the behavior resulting from the disability.
8 (E) Contractor shall provide a notice to all applicants that disabled applicants may be
9 entitled to a reasonable accommodation in the tenant selection and admission process.
10 (F) If Contractor intends to deny a requested accommodation because it is deemed
11 unreasonable, Contractor shall make efforts to determine if there is an alternative
12 reasonable accommodation that would effectively address the applicant's disability
13 related needs.
14 (G)Contractor shall not be obligated to admit an NPLH-Eligible applicant who
15 requires supportive services as a reasonable accommodation to meet the terms of the
16 tenancy if such applicant does not have access to supportive services or cannot
17 otherwise obtain such supportive services.
18 (H) Nothing herein shall require the Contractor to keep units vacant for a period of
19 longer than thirty (30) days in order to determine if there are reasonable
20 accommodations that can be offered to the applicant to allow the applicant to meet the
21 terms and conditions of tenancy.
22 (1) The Parties hereto expressly agree that Contractor has no role or responsibility in
23 the provision of supportive services, the manner and method of the provision of such
24 supportive services, the determination of the appropriate level of supportive services, or
25 any decision regarding such supportive services. Contractor's role is limited to the care
26 and maintenance of the physical condition of the Development and administering the
27 application and tenant selection process for occupancy of units within the Development
28 that are subject to this MOU.
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1 1.3 NPLH Unit Designation. Contractor shall make available 12 units for certified
2 NPLH-eligible tenants, as defined in Exhibit B. Upon referral from the Coordinated Entry System
3 (CES) and meeting Contractor's income verification and background check, Contractor shall
4 select NPLH-eligible tenants for occupancy of said units.
5 1.4 Move-In Process. Contractor shall establish reasonable move-in procedures and
6 provide copies of such procedures to County at least thirty (30) days prior to rent-up (defined as
7 30 days prior to renting to the NPLH rental applicant). In the event Contractor modifies
8 Contractor's move-in procedures, Contractor shall provide County copies of such modified
9 move-in procedures at least thirty (30) days prior to implementing such procedures. Contractor
10 shall notify County ten (10) days prior to the day and time of move-in. Contractor shall provide
11 an orientation of the requirements of the Lease and the House Rules to new tenants to establish
12 property management expectations in areas such as expectations of tenancy, County's contact
13 information to learn about the availability of supportive services, use of common areas (e.g.
14 recreation areas, meeting room facilities, etc.), rent collection, maintenance requests, etc..
15 Contractor shall provide County with current copies of the Lease and House Rules.
16 1.5 Property Management. Contractor shall manage and monitor the Development,
17 including developing and implementing policies and procedures for tenants to submit requests
18 for repairs, rent collections, and maintaining the condition of the property.
19 (A) Contractor shall carry out rent collection and administration.
20 (B) Contractor shall prepare operating budgets and cost estimates for the
21 Development, excluding budgets related to the provision of supportive services.
22 (C) Contractor shall maintain the waitlist, including adding new eligible and NPLH-
23 certified applicants referred by CES. It shall be the responsibility of Contractor to ensure
24 an adequate number of potential NPLH-eligible applicants remain on the site-based
25 waitlist. Contractor shall notify County and eligible applicants from the waitlist of
26 vacancies in the NPLH units.
27 (D) Contractor shall develop and maintain a clear separation of responsibilities and
28 duties between the onsite property manager and the supportive services provider staff.
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1 (E) Contractor shall provide County with a description of Contractor duties and
2 responsibilities.
3 (F) Contractor shall establish policies and procedures agreed upon by County for
4 resolving conflicts between property management and supportive services provider staff
5 when they cannot agree on a course of action.
6 (G)Contractor shall develop and maintain a log identifying NPLH-tenants' assigned
7 clinicians/case managers and contact information.
8 (H) Contractor shall provide property maintenance, including having the capacity to
9 respond to tenants' requests for service within twenty-four (24) to seventy-two (72)
10 hours, contingent upon the nature of the request. This shall also include providing facility
11 and maintenance support to areas utilized for any onsite service provision that is
12 equivalent to the level of maintenance provided to tenants. Contractor shall provide
13 County staff with written policies and procedures for maintenance requests, including
14 any forms that must be completed to request maintenance work.
15 (1) Contractor shall ensure that staff working in the Development, including office
16 staff, are introduced to the County staff and are aware of the roles and responsibilities of
17 the supportive services provider staff.
18 (J) Contractor shall establish policies and procedures that ensure tenant's access to
19 Contractor for routine business, during normal operating hours, and any time for
20 emergencies.
21 (K) Contractor shall provide the County access to Contractor representative twenty-
22 four (24) hours per day for emergencies.
23 (L) Contractor shall develop plans for the establishment of a tenant advisory council
24 or other structures to solicit tenant input regarding house policies and rules.
25 1.6 Lease Violation Interventions/Eviction Prevention. Contractor shall establish
26 policies to refer tenants to County so that they may obtain supportive services with the goal of
27 retaining their housing in times of crisis.
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1 1.7 Safety, Security, and Emergency Response. Contractor shall provide semi-annual
2 meetings for tenants and staff on basic safety and evacuation procedures. Current evacuation
3 plans shall be posted for the Development onsite and be provided to County staff. Contractor
4 shall ensure all onsite staff are trained when to call emergency medical personnel or the police
5 and when to communicate with their supervisors and/or the County in the event of an
6 emergency. Contractor shall train onsite staff to maintain an incident log and to allow County to
7 review said log on a monthly basis. Contractor shall train onsite staff to consult County staff if
8 they have a question regarding the proper way to handle a tenant crisis situation or to make
9 referrals.
10 1.8 Communication. Contractor shall notify County:
11 (A) Immediately of any upcoming vacancies in NPLH units.
12 (B) Immediately of any incidents that could potentially jeopardize a resident's
13 tenancy, including any critical incidents resulting in loss of life, serious bodily harm, or
14 significant property damage.
15 (C)Weekly when a tenant is displaying behaviors that could jeopardize tenancy,
16 such as failure to pay rent or conflicts with property management or other tenants.
17 (D) If supportive service providers have been non-responsive to requests regarding a
18 tenant.
19 (E) Of any potential charges to the regular operations of the Development, or any
20 potential changes or losses of funding that could impact the operations of the housing
21 site.
22 (F) And provide County with a directory of key staff within their respective
23 organizations. The directory shall include e-mail, fax, and phone numbers where
24 available and appropriate.
25 1.9 Training. Contractor shall cross-train with County in order to facilitate understanding
26 of staff responsibilities, as needed. Contractor shall conduct regular trainings for staff to
27 maintain tenant confidentiality and include maintenance of tenant confidentiality as a work
28 performance expectation for all appropriate job classifications. Contractor shall reference the
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1 Supportive Housing Property Management Operations Manual published by the Corporation for
2 Supportive Housing as a guide and reference tool for the successful cooperative operation of
3 supportive housing at the Development.
4 1.10 Complaints. Contractor shall log complaints and the disposition of all complaints
5 from a tenant or a tenant's family. Contractor shall provide a copy of detailed complaint log
6 entries concerning MHSA tenants to County at monthly intervals by the tenth (10th) day of the
7 following month, in a format that is mutually agreed upon. Besides the detailed complaint log,
8 Contractor shall provide details and attach documentation of each complaint with the log.
9 1.11 Representation. Contractor represents that it is qualified, ready, willing, and able to
10 perform all of the services provided in this Agreement.
11 1.12 Compliance with Laws. Contractor shall, at its own cost, comply with all applicable
12 federal, state, and local laws and regulations in the performance of its obligations under this
13 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
14 and regulations.
15 Article 2
16 County's Responsibilities
17 2.1 Outreach, Application, and Screening. County and its provider network shall
18 provide assistance to potential Development applicants with the application process. This
19 includes providing guidance in completing and organizing the application, gathering the
20 information necessary to document applicant's income, and communicating with Contractor to
21 discuss the status of their review. As needed, County and its provider network shall also assist
22 applicants in requesting and obtaining a reasonable accommodation in the application and
23 selection process.
24 2.2 Deposit Assistance. County shall be responsible for each of the 12 NPLH housing
25 units for rental security deposits in the amount of Eight Hundred and no/100 dollars ($800.00)
26 for every NPLH tenant. County shall make such security deposits available to Contractor as
27 described in Article 3 of this Agreement. Such security deposits shall be for the purposes of
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1 repair expense for damages caused to NPLH housing units as a result of NPLH tenants during
2 tenant occupancy.
3 (A) Upon move-out of a NPLH tenant, an itemized statement from Contractor for
4 damage caused by a NPLH tenant will be sent to County for such expenses not to
5 exceed Eight Hundred and no/100 dollars ($800.00)for each NPLH tenant. If, at move-
6 out, it is determined there will be a whole or partial refund of the security deposit to
7 County after all move-out inspections are complete, the refund will be mailed back to
8 County. Only those damages to NPLH housing units caused by NPLH tenants will be
9 eligible for the deduction from the security deposit provided by County to Contractor
10 (example: torn rugs, damaged walls, etc.).
11 (B) NPLH tenant security deposit funds shall not be applied towards needed repairs
12 for usual or normal wear and tear (broken faucet, leaky toilet, etc., (unless damage is
13 caused by tenant)), or to comprehensive systems serving the larger Development
14 (HVAC system, etc.). Such repairs/expenses will be the responsibility of Contractor.
15 2.3 Move-In Process. County shall meet with incoming tenants at the time of move-in.
16 Designated staff shall orient new tenants to the services available on-site and provide new
17 tenants with information on community resources and opportunities to participate in supportive
18 services.
19 2.4 Supportive Services. The County shall assist tenants at the Development by
20 linking/engaging tenants to an array of appropriate community services. Supportive services are
21 designed to help tenants retain their housing and assist in recovery and wellness. Supportive
22 services staff will work to ensure tenants have linkages that are appropriate and desired, such
23 as screening, individual needs assessment, support sessions for individual and groups, direct
24 assistance to tenants that supports self-sufficiency and independent living, response to crisis
25 and crisis intervention, as well as linkage of tenants to physical health staff for medication
26 support services. Supportive services also include a degree of case management through
27 community linkage, advocacy, and outreach services to inform tenants of community resources.
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1 2.5 Lease Violation Interventions/Eviction Prevention. County shall collaborate with
2 the tenant and Contractor to establish plans to help tenants obtain the appropriate support and
3 services they need to retain their housing. If tenant is in rent arrears, County shall work with
4 Contractor to support development of rent repayment plans for tenants.
5 2.6 Communication. County shall conduct meetings with Contractor, monthly or as
6 needed, to discuss coordination of services, referrals, and vacancies. County shall notify
7 Contractor of any changes in supportive services available to tenants and any potential changes
8 or losses of funding that could impact the availability of supportive services. County supportive
9 services staff shall meet weekly with Contractor property management staff to identify tenant
10 behaviors that could jeopardize tenancy. County shall act as a liaison between the tenant,
11 Contractor, and mental health service providers to facilitate the communication of concerns that
12 could jeopardize a tenant's residency. County shall promptly notify Contractor when they
13 observe safety or maintenance concerns. County shall share directories of key staff within their
14 respective organizations. The directory shall include e-mail, fax, and phone numbers where
15 available and appropriate.
16 2.7 Training. County shall cross-train with Contractor in order to facilitate understanding
17 of staff responsibilities, as needed. County shall conduct regular trainings for staff to maintain
18 tenant confidentiality and include maintenance of tenant confidentiality as a work performance
19 expectation for all appropriate job classifications. County shall reference the Supportive Housing
20 Property Management Operations Manual published by the Corporation for Supportive Housing
21 as a guide and reference tool for the successful cooperative operation of supportive housing at
22 the Development.
23 Article 3
24 Compensation, Invoices, and Payments
25 3.1 The County agrees to pay, and Contractor agrees to receive, compensation for the
26 deposit assistance under this Agreement as described in Article 2 Section 2.
27 3.2 Maximum Compensation. The maximum amount to be paid to Contractor by
28 County under this Agreement each fiscal year is Nineteen Thousand, Two-Hundred and no/100
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1 Dollars ($19,200.00). In no event shall maximum compensation under this Agreement be in
2 excess of Ninety-Six Thousand and no/100 Dollars ($96,000.00). Contractor acknowledges that
3 the County is a local government entity, and does so with notice that the County's powers are
4 limited by the California Constitution and by State law, and with notice that Contractor may
5 receive compensation under this Agreement only for services performed according to the terms
6 of this Agreement and while this Agreement is in effect, and subject to the maximum amount
7 payable under this section. Contractor further acknowledges that County employees have no
8 authority to pay Contractor except as expressly provided in this Agreement.
9 3.3 Invoices. Contractor shall electronically submit invoices in arrears by the 10' day of
10 each month for deposit assistance for move ins to any of the 12 NPLH units as described in
11 Article 2 Section 2 of this Agreement that occurred the previous month to: 1)
12 dbhinvoicereview(cDfresnocountyca.go , 2) dbh-invoices(a)fresnocountyca.go ; and 3)
13 dbhhousing(a_fresnocountyca.go with a copy to the assigned County's DBH Staff Analyst.
14 Reports and other documentation required in this Agreement will be in a form and in such detail
15 as acceptable to County's DBH. If an invoice is incorrect or is otherwise not in proper form or
16 substance, County's DBH Director or designee shall have the right to withhold payment as to
17 only that portion of the invoice that is incorrect or improper after 5 days prior notice to
18 Contractor. Contractor agrees to continue to provide services for a period of 90 days after
19 notification of an incorrect or improper invoice. If after said 90-day period said invoice(s) is still
20 not corrected to County's DBH Director or designee's satisfaction, County's DBH Director or
21 designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
22 Article 6 "Termination and Suspension."
23 3.4 Deposit Refunds. For each move-out of a tenant from a NPLH unit, Contractor shall
24 provide County with a line-item expense sheet of maintenance costs incurred due to tenant-
25 caused damages to the unit. This shall be electronically submitted to: 1)
26 clbhhousingCu�fresnocountyca.go and 2) the assigned County's DBH Staff Analyst. County shall
27 review the expense sheet and shall dispute costs against the deposit that are not as described
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1 in Article 2 Section 2 of this Agreement. Contractor shall reimburse the County for any disputed
2 amount that is not described in Article 2 Section 2 of this Agreement.
3 3.5 Payment. The County shall pay each correctly completed and timely submitted
4 invoice within 45 days after receipt. The County shall remit any payment to Contractor's address
5 specified in the invoice.
6 3.6 Incidental Expenses. Contractor is solely responsible for all of its costs and
7 expenses that are not specified as payable by the County under this Agreement.
8 Article 4
9 Term of Agreement
10 4.1 Term. This Agreement is effective retroactively to the 28th day of March, 2022 and
11 terminates on the 301h day of June, 2024, except as provided in section 4.2, "Extension," or
12 Article 6, "Termination and Suspension," below.
13 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
14 year periods only upon written approval of both parties at least 30 days before the first day of
15 the next one-year extension period. The Director of the Department of Behavioral Health or their
16 designee is authorized to sign the written approval on behalf of the County based on the
17 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
18 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
19 the time of the extension whether or not known to the County.
20 Article 5
21 Notices
22 5.1 Contact Information. The persons and their addresses having authority to give and
23 receive notices provided for or permitted under this Agreement include the following:
24
For the County:
25 Director, Department of Behavioral Health
County of Fresno
26 1925 E Dakota Ave
Fresno, CA 93726
27 Email: bhcontractedservicesdivision(o)fresnocountyca.gov
28 For Contractor:
Chief Executive Officer
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1 Fresno Housing Authority
1331 Fulton Street
2 Fresno, CA 93721
Email: Nilliams(a)fresnohousing.orp
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5.2 Change of Contact Information. Either party may change the information in section
4
5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and Contractor provided for or
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permitted under this Agreement must be in writing, state that it is a notice provided under this
7
Agreement, and be delivered either by personal service, by first-class United States mail, by an
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overnight commercial courier service, by telephonic facsimile transmission, or by Portable
9
Document Format (PDF) document attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
17
the recipient.
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(D)A notice delivered by telephonic facsimile transmission or by PDF document
19
attached to an email is effective when transmission to the recipient is completed (but, if
20
such transmission is completed outside of County business hours, then such delivery is
21
deemed to be effective at the next beginning of a County business day), provided that
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the sender maintains a machine record of the completed transmission.
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5.4 Claims Presentation. For all claims arising from or related to this Agreement,
24
nothing in this Agreement establishes, waives, or modifies any claims presentation
25
requirements or procedures provided by law, including the Government Claims Act (Division 3.6
26
of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then any party, upon at least 30 days' advance written notice to the other,
6 may:
7 (A) Modify the services provided under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, County or Contractor may give written notice of the breach to the respective
12 party. The written notice may suspend performance under this Agreement, and must
13 provide at least 30 days for County or Contractor to cure the breach.
14 (B) If Contractor or County fails to cure the breach to the County's satisfaction within
15 the time stated in the written notice, the County or Contractor may terminate this
16 Agreement immediately.
17 (C) For purposes of this section, a breach occurs when, in the determination of the
18 County or Contractor has:
19 (1) Obtained or used funds illegally or improperly;
20 (2) Failed to comply with any part of this Agreement;
21 (3) Submitted a substantially incorrect or incomplete report to the County; or
22 (4) Improperly performed any of its obligations under this Agreement.
23 6.3 Termination without Cause. In circumstances other than those set forth above, the
24 County or Contractor may terminate this Agreement by giving at least 30 days advance written
25 notice to the respective party.
26 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
27 or Contractor under this Article 6 is without penalty to or further obligation of the County or
28 Contractor.
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1 6.5 County's Rights upon Termination. Upon termination for breach under this Article
2 6, the County may demand repayment by Contractor of any monies disbursed to Contractor
3 under this Agreement that, in the County's sole judgment, were not expended in compliance
4 with this Agreement. Contractor shall promptly refund all such monies upon demand. This
5 section survives the termination of this Agreement.
6 Article 7
7 Confidentiality
8 7.1 All services performed by Contractor under this Agreement shall be in strict
9 conformance with all applicable Federal, State of California, and/or local laws and regulations
10 relating to confidentiality.
11 Article 8
12 Data Security
13 8.1 For the purpose of preventing the potential loss, misappropriation , or inadvertent
14 access, viewing, use or disclosure of County data including sensitive or personal client
15 information; abuse of County resources; and/or disruption to County operations, individuals
16 and/or agencies that enter into a contractual relationship with the County for the purpose of
17 providing services under this MOU must employ adequate data security measures to protect the
18 confidential information provided to Contractor by the County, including but not limited to the
19 following:
20 (A) Contractor may not connect to County networks via personally owned mobile,
21 wireless, or handheld devices, unless the following conditions are met:
22 (1) Contractor has received authorization by County for telecommuting purposes;
23 (2) Current virus protection software is in place;
24 (3) Mobile device has the remote wipe feature enabled; and
25 (4) A secure connection is used.
26 (B) Contractor may not bring Contractor-owned computers or computer peripherals
27 into the County for use without prior authorization from the County's Chief Information
28 Officer, and/or designee(s), including but not limited to mobile storage devices. If data is
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1 approved to be transferred, data must be stored on a secure server approved by the
2 County and transferred by means of a Virtual Private Network (VPN) connection, or
3 another type of secure connection. Said data must be encrypted.
4 (C) Contractor or anyone having an employment relationship with the County may
5 not use County computers or computer peripherals on non-County premises without
6 prior authorization from the County's Chief Information Officer, and/or designee(s).
7 (D) Contractor may not store County's private, confidential, or sensitive data on any
8 hard-disk drive, portable storage device, or remote storage installation unless encrypted.
9 (E) Contractor shall be responsible to employ strict controls to ensure the integrity
10 and security of County's confidential information and to prevent unauthorized access,
11 viewing, use or disclosure of data maintained in computer files, program documentation,
12 data processing systems, data files and data processing equipment which stores or
13 processes County data internally and externally.
14 (F) Confidential client information transmitted to one party by the other by means of
15 electronic transmissions must be encrypted according to Advanced Encryption
16 Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be
17 utilized.
18 (G)Contractor is responsible to immediately notify County of any violations,
19 breaches or potential breaches of security related to County's confidential information,
20 data maintained in computer files, program documentation, data processing systems,
21 data files and data processing equipment which stores or processes County data
22 internally or externally.
23 (H) County shall provide oversight to Contractor's response to all incidents arising
24 from a possible breach of security related to County's confidential client information
25 provided to Contractor. Contractor will be responsible to issue any notification to affected
26 individuals as required by law or as deemed necessary by County in its sole discretion.
27 Contractor will be responsible for all costs incurred as a result of providing the required
28 notification.
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1 Article 9
2 Independent Contractor
3 9.1 Status. In performing under this Agreement, Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
6 venturer, partner, or associate of the County.
7 9.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of Contractor's performance under this Agreement, but the County may
9 verify that Contractor is performing according to the terms of this Agreement.
10 9.3 Benefits. Because of its status as an independent contractor, Contractor has no
11 right to employment rights or benefits available to County employees. Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. Contractor
13 shall save the County harmless from all matters relating to the payment of Contractor's
14 employees, including compliance with Social Security withholding and all related regulations.
15 9.4 Services to Others. The parties acknowledge that, during the term of this
16 Agreement, Contractor may provide services to others unrelated to the County.
17 Article 10
18 Indemnity and Defense
19 10.1 Indemnity. Contractor shall indemnify and hold harmless and defend the County
20 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
21 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
22 any kind to the County, Contractor, or any third party that arise from or relate to the performance
23 or failure to perform by Contractor (or any of its officers, agents, subcontractors, or employees)
24 under this Agreement. The County may conduct or participate in its own defense without
25 affecting Contractor's obligation to indemnify and hold harmless or defend the County.
26 10.2 Survival. This Article 8 survives the termination of this Agreement.
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1 Article 11
2 Insurance
3 11.1 Contractor shall comply with all the insurance requirements in Exhibit C to this
4 Agreement.
5 Article 12
6 Inspections, Audits, and Public Records
7 12.1 Inspection of Documents. Contractor shall make available to the County, and the
8 County may examine at any time during business hours and as often as the County deems
9 necessary, all of Contractor's records and data with respect to the matters covered by this
10 Agreement, excluding attorney-client privileged communications. Contractor shall, upon request
11 by the County, permit the County to audit and inspect all of such records and data to ensure
12 Contractor's compliance with the terms of this Agreement.
13 12.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement.
18 12.3 Public Records. The County is not limited in any manner with respect to its public
19 disclosure of this Agreement or any record or data that Contractor may provide to the County.
20 The County's public disclosure of this Agreement or any record or data that Contractor may
21 provide to the County may include but is not limited to the following:
22 (A) The County may voluntarily, or upon request by any member of the public or
23 governmental agency, disclose this Agreement to the public or such governmental
24 agency.
25 (B) The County may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any record or
27 data that Contractor may provide to the County, unless such disclosure is prohibited by
28 court order.
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1 (C)This Agreement, and any record or data that Contractor may provide to the
2 County, is subject to public disclosure under the Ralph M. Brown Act (California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
4 (D)This Agreement, and any record or data that Contractor may provide to the
5 County, is subject to public disclosure as a public record under the California Public
6 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
7 with section 6250) ("CPRA").
8 (E) This Agreement, and any record or data that Contractor may provide to the
9 County, is subject to public disclosure as information concerning the conduct of the
10 people's business of the State of California under California Constitution, Article 1,
11 section 3, subdivision (b).
12 (F) Any marking of confidentiality or restricted access upon or otherwise made with
13 respect to any record or data that Contractor may provide to the County shall be
14 disregarded and have no effect on the County's right or duty to disclose to the public or
15 governmental agency any such record or data.
16 12.4 Public Records Act Requests. If the County receives a written or oral request
17 under the CPRA to publicly disclose any record that is in Contractor's possession or control, and
18 which the County has a right, under any provision of this Agreement or applicable law, to
19 possess or control, then the County may demand, in writing, that Contractor deliver to the
20 County, for purposes of public disclosure, the requested records that may be in the possession
21 or control of Contractor. Within five business days after the County's demand, Contractor shall
22 (a) deliver to the County all of the requested records that are in Contractor's possession or
23 control, together with a written statement that Contractor, after conducting a diligent search, has
24 produced all requested records that are in Contractor's possession or control, or (b) provide to
25 the County a written statement that Contractor, after conducting a diligent search, does not
26 possess or control any of the requested records. Contractor shall cooperate with the County
27 with respect to any County demand for such records. If Contractor wishes to assert that any
28 specific record or data is exempt from disclosure under the CPRA or other applicable law, it
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1 must deliver the record or data to the County and assert the exemption by citation to specific
2 legal authority within the written statement that it provides to the County under this section.
3 Contractor's assertion of any exemption from disclosure is not binding on the County, but the
4 County will give at least 10 days' advance written notice to Contractor before disclosing any
5 record subject to Contractor's assertion of exemption from disclosure. Contractor shall
6 indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA
7 that results from Contractor's delay, claim of exemption, failure to produce any such records, or
8 failure to cooperate with the County with respect to any County demand for any such records.
9 Article 13
10 Disclosure of Self-Dealing Transactions
11 13.1 Applicability. This Article 11 applies if Contractor is operating as a corporation, or
12 changes its status to operate as a corporation.
13 13.2 Duty to Disclose. If any member of Contractor's board of directors is party to a self-
14 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
15 Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to the
16 County before commencing the transaction or immediately after.
17 13.3 Definition. "Self-dealing transaction" means a transaction to which Contractor is a
18 party and in which one or more of its directors, as an individual, has a material financial interest.
19 Article 14
20 General Terms
21 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
22 Agreement may not be modified, and no waiver is effective, except by written agreement signed
23 by both parties. Notwithstanding the above, changes to services, staffing, and responsibilities of
24 Contractor, as needed, to accommodate changes in the laws relating to permanent supportive
25 housing services may be made with the signed written approval of County's DBH Director or
26 designee and Contractor through an amendment approved by County's County Counsel and the
27 County's Auditor-Controller's Office.
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1 14.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
2 under this Agreement without the prior written consent of the other party.
3 14.3 Governing Law. The laws of the State of California govern all matters arising from
4 or related to this Agreement.
5 14.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
6 County, California. Contractor consents to California jurisdiction for actions arising from or
7 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
8 brought and maintained in Fresno County.
9 14.5 Construction. The final form of this Agreement is the result of the parties' combined
10 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
11 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
12 against either party.
13 14.6 Days. Unless otherwise specified, "days" means calendar days.
14 14.7 Headings. The headings and section titles in this Agreement are for convenience
15 only and are not part of this Agreement.
16 14.8 Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
18 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
19 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
20 intent.
21 14.9 Nondiscrimination. During the performance of this Agreement, Contractor shall not
22 unlawfully discriminate against any employee or applicant for employment, or recipient of
23 services, because of race, religious creed, color, national origin, ancestry, physical disability,
24 mental disability, medical condition, genetic information, marital status, sex, gender, gender
25 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
26 all applicable State of California and federal statutes and regulation.
27 14.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
28 of Contractor under this Agreement on any one or more occasions is not a waiver of
20
1 performance of any continuing or other obligation of Contractor and does not prohibit
2 enforcement by the County of any obligation on any other occasion.
3 14.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
4 between Contractor and the County with respect to the subject matter of this Agreement, and it
5 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
6 publications, and understandings of any nature unless those things are expressly included in
7 this Agreement. If there is any inconsistency between the terms of this Agreement without its
8 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
9 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
10 exhibits.
11 14.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
12 create any rights or obligations for any person or entity except for the parties.
13 14.13 Authorized Signature. Contractor represents and warrants to the County that:
14 (A) Contractor is duly authorized and empowered to sign and perform its obligations
15 under this Agreement.
16 (B) The individual signing this Agreement on behalf of Contractor is duly authorized
17 to do so and his or her signature on this Agreement legally binds Contractor to the terms
18 of this Agreement.
19 14.14 Electronic Signatures. The parties agree that this Agreement may be executed by
20 electronic signature as provided in this section.
21 (A) An "electronic signature" means any symbol or process intended by an individual
22 signing this Agreement to represent their signature, including but not limited to (1) a
23 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
24 electronically scanned and transmitted (for example by PDF document) version of an
25 original handwritten signature.
26 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
27 equivalent to a valid original handwritten signature of the person signing this Agreement
28 for all purposes, including but not limited to evidentiary proof in any administrative or
21
1 judicial proceeding, and (2) has the same force and effect as the valid original
2 handwritten signature of that person.
3 (C)The provisions of this section satisfy the requirements of Civil Code section
4 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
5 Part 2, Title 2.5, beginning with section 1633.1).
6 (D) Each party using a digital signature represents that it has undertaken and
7 satisfied the requirements of Government Code section 16.5, subdivision (a),
8 paragraphs (1) through (5), and agrees that each other party may rely upon that
9 representation.
10 (E) This Agreement is not conditioned upon the parties conducting the transactions
11 under it by electronic means and either party may sign this Agreement with an original
12 handwritten signature.
13 14.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
14 original, and all of which together constitute this Agreement.
15 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Villages at Broadway, LP COUNTY OF FRESNO
3
By: Housing Authority of the City of Fresno, A
4 its Administrative General Partner
5 Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
6
yrone Roderick Williams, Chief Executive Attest:
7 Officer Bernice E, Seidel
Clerk of the Board of Supervisors
8 1331 Fulton Street County of Fresno, State of California
Fresno, CA 93721
9
By: -
10 Deputy
11 For accounting use only:
12 Org No.: 56304817
Account No.: 7295/0
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
Page 1 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
DBH VISION:
Health and well-being for our community.
DBH MISSION:
DBH, in partnership with our diverse community, is dedicated to providing quality, culturally
responsive, behavioral health services to promote wellness, recovery, and resiliency for
individuals and families in our community.
DBH GOALS:
Quadruple Aim
• Deliver quality care
• Maximize resources while focusing on efficiency
• Provide an excellent care experience
• Promote workforce well-being
GUIDING PRINCIPLES OF CARE DELIVERY:
The DBH 11 principles of care delivery define and guide a system that strives for excellence in the
provision of behavioral health services where the values of wellness, resiliency, and recovery are
central to the development of programs, services, and workforce. The principles provide the
clinical framework that influences decision-making on all aspects of care delivery including
program design and implementation, service delivery, training of the workforce, allocation of
resources, and measurement of outcomes.
1. Principle One -Timely Access & Integrated Services
o Individuals and families are connected with services in a manner that is streamlined,
effective, and seamless
o Collaborative care coordination occurs across agencies, plans for care are integrated,
and whole person care considers all life domains such as health, education,
employment, housing, and spirituality
o Barriers to access and treatment are identified and addressed
Exhibit A
Page 2 of 4
o Excellent customer service ensures individuals and families are transitioned from one
point of care to another without disruption of care
2. Principle Two - Strengths-based
o Positive change occurs within the context of genuine trusting relationships
o Individuals, families, and communities are resourceful and resilient in the way they
solve problems
o Hope and optimism is created through identification of, and focus on, the unique
abilities of individuals and families
3. Principle Three - Person-driven and Family-driven
o Self-determination and self-direction are the foundations for recovery
o Individuals and families optimize their autonomy and independence by leading the
process, including the identification of strengths, needs, and preferences
o Providers contribute clinical expertise, provide options, and support individuals and
families in informed decision making, developing goals and objectives, and identifying
pathways to recovery
o Individuals and families partner with their provider in determining the services and
supports that would be most effective and helpful and they exercise choice in the
services and supports they receive
4. Principle Four- Inclusive of Natural Supports
o The person served identifies and defines family and other natural supports to be
included in care
o Individuals and families speak for themselves
o Natural support systems are vital to successful recovery and the maintaining of
ongoing wellness; these supports include personal associations and relationships
typically developed in the community that enhance a person's quality of life
o Providers assist individuals and families in developing and utilizing natural supports.
5. Principle Five - Clinical Significance and Evidence Based Practices (EBP)
o Services are effective, resulting in a noticeable change in daily life that is measurable.
o Clinical practice is informed by best available research evidence, best clinical
expertise, and values and preferences of those we serve
Exhibit A
Page 3 of 4
o Other clinically significant interventions such as innovative, promising, and emerging
practices are embraced
6. Principle Six - Culturally Responsive
o Values, traditions, and beliefs specific to an individual's or family's culture(s) are
valued and referenced in the path of wellness, resilience, and recovery
o Services are culturally grounded, congruent, and personalized to reflect the unique
cultural experience of each individual and family
o Providers exhibit the highest level of cultural humility and sensitivity to the self-
identified culture(s) of the person or family served in striving to achieve the greatest
competency in care delivery
7. Principle Seven -Trauma-informed and Trauma-responsive
o The widespread impacts of all types of trauma are recognized and the various
potential paths for recovery from trauma are understood
o Signs and symptoms of trauma in individuals, families, staff, and others are recognized
and persons receive trauma-informed responses
o Physical, psychological and emotional safety for individuals, families, and providers is
emphasized
8. Principle Eight - Co-occurring Capable
o Services are reflective of whole-person care; providers understand the influence of
bio-psycho-social factors and the interactions between physical health, mental health,
and substance use disorders
o Treatment of substance use disorders and mental health disorders are integrated; a
provider or team may deliver treatment for mental health and substance use
disorders at the same time
9. Principle Nine - Stages of Change, Motivation, and Harm Reduction
o Interventions are motivation-based and adapted to the person's stage of change
o Progression though stages of change are supported through positive working
relationships and alliances that are motivating
o Providers support individuals and families to develop strategies aimed at reducing
negative outcomes of substance misuse though a harm reduction approach
Exhibit A
Page 4 of 4
o Each individual defines their own recovery and recovers at their own pace when
provided with sufficient time and support
10. Principle Ten - Continuous Quality Improvement and Outcomes-Driven
o Individual and program outcomes are collected and evaluated for quality and efficacy
o Strategies are implemented to achieve a system of continuous quality improvement
and improved performance outcomes
o Providers participate in ongoing professional development activities needed for
proficiency in practice and implementation of treatment models
11. Principle Eleven - Health and Wellness Promotion, Illness and Harm Prevention, and Stigma
Reduction
o The rights of all people are respected
o Behavioral health is recognized as integral to individual and community well-being
o Promotion of health and wellness is interwoven throughout all aspects of DBH services
o Specific strategies to prevent illness and harm are implemented at the individual,
family, program, and community levels
o Stigma is actively reduced by promoting awareness, accountability, and positive
change in attitudes, beliefs, practices, and policies within all systems
o The vision of health and well-being for our community is continually addressed
through collaborations between providers, individuals, families, and community
members
Exhibit B
NO PLACE LIKE HOME (NPLH)
ELIGIBLE HOUSEHOLDS
To be eligible for the NPLH Housing Program, an applicant must meet the eligibility criteria
listed below at the time a NPLH housing unit becomes available.
Certification of an applicant's eligibility will be determined by the Fresno Madera Continuum of
Care (FMCoC)— Coordinated Entry System (CES) which utilizes a standard assessment tool
(VI-SPDAT) to ensure those applicants have the greatest need for supportive housing and the
most barriers to housing retention are prioritized for any available NPLH-restricted units.
Eligibility Criteria #1:
The applicant must be an adult age 18 or older living with diagnosed Serious Mental Illness
(SMI) or Seriously Emotionally Disturbed (SED) Children or Adolescent as defined in California
Welfare and Institutions Code Section 5600.3 (a and b); who meet one or more of the following
NPLH homeless criteria as defined in the NPLH Guidelines.
Eligibility Criteria #2:
"Homeless", "Chronically Homeless", or"At-Risk of Chronic Homelessness" as defined by the
California Department of Housing and Community Development (HCD)/California Housing
Finance Agency (CaIHFA) NPLH Housing Program Application.
Homeless, Chronically Homeless, or At-Risk of Chronic Homelessness Definition
1. "Homeless" for this Program means adults or older adults with a Serious Mental Illness
or Seriously Emotionally Disturbed Children or Adolescents who meet the criteria below,
according to 24 CFR Section 578.3, which include:
a. An individual or family who lacks a fixed, regular, and adequate nighttime
residence, meaning:
i. An individual or family with a primary nighttime residence that is a public
or private place not designed for, or ordinarily used as, a regular sleeping
B-1
Exhibit B
accommodation for human beings, including a car, park, abandoned
building, bus or train station, airport, or camping ground, or
ii. An individual or family living in a supervised publicly or privately operated
shelter designated to provide temporary living arrangements (including
congregate shelters, transitional housing, and hotels and motels paid for
by charitable organizations or by federal, state, or local government
programs for low-income individuals), or
iii. An individual who is exiting an institution where they resided for 90 days
or less, and who resided in an emergency shelter or place not meant for
human habitation immediately before entering that institution.
b. An individual or family who will imminently lose their primary nighttime residence
provided that:
i. The primary nighttime residence will be lost within 14 days of the date of
application for homeless assistance,
ii. No subsequent residence has been identified, and
iii. The individual or family lacks the resource or support networks, such as
family, friends, faith-based or social networks, needed to obtain other
permanent housing.
c. Unaccompanied youth under 25 years of age, or families with children and youth,
who do not otherwise qualify as homeless, but who:
i. Are defined as homeless under Section 387 of the Runaway and
Homeless Youth Act (42 U.S.C. 5732a), Section 637 of the Head Start
Act (42 U.S.C. 9832), Section 41403 of the Violence Against Women Act
of 1994 (U.S.C. 14043e-2), Section 330(h) of the Public Health Service
Act (42 U.S.C. 254b(h)), Section 3 of the Food and Nutrition Act of 2008
(7 U.S.C. 2012), Section 17(b) of the Child Nutrition Act of 1966 (42 USC
1786 (b)), or Section 725 of the McKinney-Vento Homeless Assistance
Act (42 U.S.C. 11434a),
B-2
Exhibit B
ii. Have not had a lease, ownership interest, or occupancy agreement in
permanent housing at any during the 60-day period immediately
preceding the date of application for homeless assistance,
iii. Have experienced persistent instability as measured by two moves or
more during the 60-day period immediately preceding the date of applying
for homeless assistance, and
iv. Can be expected to continue in such status for an extended period of time
because of chronic disabilities; chronic physical health or mental health
conditions; substance addiction; histories of domestic violence or
childhood abuse (including neglect); the presence of a child or youth with
disability; or two or more barriers to employment, which include the lack
of a high school degree or General Education Development (GED),
illiteracy, low English proficiency, a history of incarceration or detention
for criminal activity, and a history of incarceration or detention for criminal
activity, and a history of unstable employment; or
d. Any individual or family who:
i. Is fleeing, or is attempting to flee, domestic violence, dating violence,
sexual assault stalking, or other dangerous or life-threatening conditions
that relate to violence against the individual or family member, including a
child, that has either taken place within the individual's or family's primary
nighttime residence or has made the individual or family afraid to return to
their primary nighttime residence,
ii. Has no other residence, and
iii. Lacks the resources or support networks, such as family, friends, and
faith-based or other social networks, to obtain other permanent housing.
2. "Chronically Homeless"for this Program means an adult or other adult with a Serious
Mental Illness or Seriously Emotionally Disturbed Children or Adolescents who meet the
B-3
Exhibit B
criteria below according to 24 Code of Federal Regulations Section 578.3, as that
section read on May 1, 2016:
a. A "homeless individual with a disability," as defined in Section 401(9) of the
McKinney-Vento Homeless Assistance Act (42 U.S.C. 11360(9)), who
i. Lives in a place not meant for human habitation, a safe haven, or in an
emergency shelter; and
ii. Has been Homeless and living as described in paragraph (1)(A) of this
definition continuously for at least 12 months, or on at least 4 separate
occasions in the last 3 years, as long as the combined occasions equal at
least 12 months, and each break in homelessness separating the
occasions included at least 7 consecutive nights of not living as described
in paragraph (1). Stays in institutional care facilities for fewer than 90
days will not constitute a break in homelessness, but rather such stays
are included in the 12-month total, as long as the individual or residing in
a place not meant for human habitation, a safe haven, or an emergency
shelter immediately before entering the institutional care facility;
b. An individual who has been residing in an institutional care facility, including a jail
substance abuse or mental health treatment facility, hospital, or other similar
facility, for fewer than 90 days and met all of the criteria in paragraph (1) of this
definition, before entering that facility; or
c. A family with an adult head of household (or if there is no adult in the family, a
minor head of household) who meets all of the criteria in paragraph (1) or (2) of
this definition, including a family whose composition has fluctuated while the
head of household has been Homeless.
3. "At-Risk of Chronic Homelessness" for this Program means an adult or older adult with a
Serious Mental Illness or Seriously Emotionally Disturbed Children or Adolescents who
meet one or more of the criteria below. All persons qualifying under this definition must
be prioritized for available housing by using a standardized assessment tool that
B-4
Exhibit B
ensures that those with the greatest need for Permanent Supportive Housing and the
most barriers to housing retention are prioritized for the Assisted Units available to
persons At-Risk of Chronic Homelessness pursuant to the terms of the Project
regulatory agreement. Qualification under this definition can be done in accordance with
established protocols of the Coordinated Entry System, or other alternate system used
to prioritize those with the greatest needs among those At-Risk of Chronic
Homelessness for referral to available Assisted Units, that meet the requirements of
these Guidelines, including but not limited to, Section 206 (Occupancy and Income
Requirements), and Section 211 (Tenant Selection).
Persons qualifying under this definition are persons who are at high-risk of long-term or
intermittent homelessness, including:
1. Pursuant to Welfare and Institutions Code Section 5849.2, persons exiting
institutionalized settings, such as jail or prison, hospitals, institutes of mental disease,
nursing facilities, or long-term residential substance use disorder treatment, who were
Homeless prior to admission to the institutional setting;
2. Transition-Age Youth experiencing homelessness or with significant barriers to housing
stability, including, but not limited to, one or more evictions or episodes of
homelessness, and a history of foster care or involvement with the juvenile justice
system; and others as set forth below;
3. Persons, including Transition-Age Youth, who, prior to entering into one of the facilities
or types of institutional care listed herein, had a history of being Homeless as defined
under this subsection (f)(3): a state hospital, hospital behavioral health unit, hospital
emergency room, institute for mental disease, psychiatric health facility, mental health
rehabilitation center, skilled nursing facility, developmental center, residential treatment
program, residence care facility, community crisis center, board and care facility, prison,
parole, jail, or juvenile detention facility, or foster care. Having a history of being
Homeless means, at a minimum, one or more episodes of homelessness in the 12
months prior to entering one of the facilities or types of institutional care listed herein.
B-5
Exhibit B
The CES (as defined in Section 101(n)), or other local system used to prioritize persons
At-Risk of Chronic Homelessness for available Assisted Units may impose longer
periods to satisfy the requirement that persons under this paragraph must have a history
of being Homeless.
4. The limitations in subsection (w)(a)(iii) pertaining to the definition of"Homeless" shall not
apply to persons At-Risk of Chronic Homelessness, meaning that as long as the
requirements in subsections (f)(1)— (3) above are met:
a. Persons who have resided in one or more of the settings described above in
subsection (f)(1) or (f)(3)for any length of time may qualify as Homeless upon
exit from the facility, regardless of the amount of spent in such facility; and
b. Homeless Persons who, in the 12 months prior to entry into any of the facilities or
types of institutional care listed above, have resided at least once in any kind of
publicly or privately operated temporary housing, including congregate shelters,
transitional, interim, or bridge housing, or hotels or motels, may qualify as At-Risk
of Chronic Homelessness.
B-6
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
C-1
Exhibit C
(H) Cyber Liability. The Contractor will ensure that all individuals and entities providing
property management services under this agreement are covered by cyber liability
insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence.
Coverage must include claims involving Cyber Risks. The cyber liability policy must be
endorsed to cover the full replacement value of damage to, alteration of, loss of, or
destruction of intangible property (including but not limited to information or data) that is
in the care, custody, or control of the Contractor. The Contractor agrees that they are
solely liable for any Cyber Risks.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi)funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
C-2
Exhibit C
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
C-3
Exhibit C
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-4
Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
D-1
Exhibit D
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
D-2
STATE OF CALIFORNIA- DEPARTMENT OF GENERAL Agreement No. 20-386
SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if applicable)
STD 213(Rev.03/2019) 18-NPLH-12657
1.This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
The Villages at Broadway, LP,County of Fresno, and Housing Authority of the City of Fresno
2.The term of this Agreement is:
START DATE
Upon HCD Approval
THROUGH END DATE
Thirty(30)Years from Effective Date
3.The maximum amount of this Agreement is:
$3,303,884.00
4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement
EXHIBITS TITLE PAGES
Exhibit A Authority,Purpose and Scope of Work 5
Exhibit B Budget Detail and Payment Provisions 2
Exhibit C' State of California General Terms and Conditions GTC-04/2017
Exhibit D NPLH Program General Terms and Conditions 17
Exhibit E Special Conditions 2
TOTAL NUMBER OF PAGES ATTACHED 26
Items shown with an asterisk('),are hereby incorporated by reference and made part of this agreement as if attached hereto.
These documents can be viewed at https.,IAvmv.dgs.ca.gov/OLS/Resources
IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation,partnership,etc.)
See Attached
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
See Attached See Attached See Attached See Attached
PRINTED NAME OF PERSON SIGNING TITLE
See Attached
CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED
See Attached See Attached
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Department of Housing and Community Development
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
2020 W. El Camino Ave., Suite 130 Sacramento CA 95833
PRINTED NAME OF PERSON SIGNING TITLE
Synthia Rhinehart Contracts Manager,
Shaun Singh Business&Contract Services Branch
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
-' 11/11/2020
�,����;)� California Department of General Services Approval(or exemption, if applicable)
Exempt per;SCM Vol. 1 4.04.A.3(DGS memo dated 6/12/1981)
Exhibit E
Page 1 of 28
STATE OF CALIFORNIA The Villages at Broadway, LP
STANDARD AGREEMENT County of Fresno
STD 213(Rev.06/03) Housing Authority of the City of Fresno
18-NPLH-12657
CONTRACTOR Page,2 of 3
The Villages at Broadway,LP
a California limited partnership
By: Silvercrest, Inc.
a Califomi nonprofit public benefit corporation
Its: Ma in 6e ral Partner
By: Date:
—f—
Preston Prince
SecretarylDirector
By: The Villages at Broadway AGP,LLC
a California limited liability company
Its- Administrative General Partner
By: Housing Authority of the City of Fresno
a California public body corporate and politic
Its: /
Sole Men�ber,afid nager
Date:
By: C
Preston Prince
CEO/Executive Director
Address:
1331 Fulton Street
Fresno, CA 93721
Authority of the City of Fresno
Housing porate and politic
a Catn:�
Date: C f
By:
Preston Prince
CEO/Executive Director
Address:
1331 Fulton Street
Fresno, CA(33721
Exhibit E
Page 2 of 28
STATE OF CALIFORNIA The Villages at Broadway, LP
STANDARD AGREEMENT County of Fresno
STD 213(Rev.06/03) Housing Authority of the City of Fresno
18-NPLH-12657
CONTRACTOR Page 3 of 3
County of Fresno
a California County
By A
Ernest Buddy Mendes
Chairman,Board of Supervisors
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
Address: Count f Fresno State of California
3133 Millbrook By-
Fresno, CA 93703 Deputy
Exhibit E
Page 3 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 1 of 5
EXHIBIT A
AUTHORITY, PURPOSE AND SCOPE OF WORK
1. Authoritv
Pursuant to the Government Code Section 15463, Part 3.9 of division 5(commencing with section
5849.1) of the Welfare and Institutions Code, and Section 5890 of the Welfare and Institutions
Code all as amended and in effect from time to time, the state of California (the "State") has
established the No Place Like Home Program (the "Program"). Pursuant to Section 5849.5 of the
Welfare and Institutions Code, the State has issued Guidelines governing the Program, as
amended from time to time (the "Guidelines").
This Standard Agreement, STD 213, (the"Agreement" or"Contract") is the result of the Sponsor's
application (the "Application") for funding under the Program pursuant to:
A. Section 5849.8 of the Welfare and Institutions Code;
B. The Program Guidelines dated July 17, 2017; and,
C. The Notice of Funding Availability (the "NOFA") dated October 15, 2018 and as amended
on October 30, 2018.
2. Purpose
In accordance with the authority cited above, Sponsor's Application was made to the State for
financial assistance from the Program (the "Loan"), for the purpose of assisting in the
development, operation and maintenance of a Rental Housing Development(as defined in section
3 hereof) (the "Development) on certain real property (the "Property") as described in the
Application and the Project Report. The Application, including all representations made therein,
and the Project Report (as defined in section 3 hereof) are hereby incorporated in this Agreement
by this reference. The financial assistance from the Program shall be in the form of a permanent
loan to the County, Sponsor, or its approved affiliate (the "Borrower' as defined in section 3
hereof), as owner of the Development. The purpose of the Loan is to ensure that the Development
is constructed, owned, managed, maintained and operated in accordance with the requirements
of the Program, the requirements of the Guidelines, and the representations of the Application,
and to ensure that certain residential units therein shall be occupied by eligible households at
affordable rents as defined in the Guidelines for the full term of the Loan, regardless of sale or
transfer of the Property or prepayment of the Loan. To further effect this purpose, if Sponsor or
Borrower is an entity other than the Sponsor identified in the Application, HCD (as defined in
section 3 hereof) may require the Sponsor to enter into a sponsor operating guaranty (the
"Sponsor Operating Guaranty") as a condition of closing the Loan.
By entering into this Agreement and thereby accepting the award of Program Loan funds, the
Sponsor agrees to comply with the terms and conditions of the Guidelines, the NOFA, this
Agreement, the representations contained in the Application, the Project Report and the
requirements of the authorities cited above.
No Place Like Home (NPLH)
Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020
Exhibit E
Page 4 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
EXHIBIT A Page 2 of 5
3. Definitions
Capitalized terms herein shall have the meaning of the definitions set forth in the Guidelines, the
UMR's and in this Exhibit A as follows:
A. "Rental Housing Development" (the "Development") refers to the residential rental
Affordable Housing Development" described in the Application and meeting the criteria
set forth in the Project Report providing the affordable housing units, as described therein,
in consideration of the No Place Like Home Loan (the"NPLH Loan"). The Rental Housing
Development shall meet all criteria as set forth in the Guidelines.
B. "Agreement" refers to this Standard Agreement.
C. "Borrower", or "Ultimate Borrower" refers to the borrowing entity and owner of the
Development. The Sponsor, or Development Sponsor, determined by HCD as having
sufficient capacity and experience to develop, own and operate the Development, or its
wholly controlled affiliate shall have continuing control of the Development. The Borrower
structure shall not have more levels of organization than are allowed in accordance with
UMR Section 8313.2.
D. "Sponsor" or "Development Sponsor" refers to the entity or entities that made the
Application to the Department for the Award for the "Affordable Housing Development"
and identified as "Contractor" on page 1 to this Agreement (STD 213). "Sponsor' also
includes any affiliate or assignee of the Sponsor approved by the Department and
undertaking all the obligations of the Sponsor hereunder (e.g., the Borrower). In the case
of joint applicants, "Sponsor" shall refer to each applicant or the approved assignee of
such applicant. Each joint applicant shall be jointly and severally liable for all obligations
of a Sponsor as set forth herein.
The Villages at Broadway, LP("LP") is an affiliate of Housing Authority of the City of Fresno
("Corp"). Corp was awarded the NPLH Loan funds pursuant to the award letter, dated
June 14, 2019. The Department acknowledges that the LP will be considered the Ultimate
Borrower of the NPLH Loan funds and as such will execute the NPLH Loan documents
as described in section 39 of Exhibit D. For the purposes of this Standard Agreement, LP
and Corp will be collectively referred to herein as "Sponsor". As such, the LP and Corp
shall be jointly and severally liable for all the obligations of a Sponsor as set forth herein.
Performance satisfactory to the Department by the LP of any duties and obligations under
this Standard Agreement, and any other agreements as required by the Department, by
either the LP or Corp will be deemed as performance by the Sponsor.
At a minimum, the sponsor-controlled general partner must perform the substantial
management duties identified in Board of Equalization Rule 140.1(a)(10)as items(A), (H),
(1) and (K).
No Place Like Home (NPLH)
Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020
Exhibit E
Page 5 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
EXHIBIT A Page 3 of 5
E. "Department" or "HCD" refers to the Department of Housing and Community
Development.
F. "Guidelines" refers to the NPLH Guidelines dated July 17, 2017.
G. "Project Report" refers to the HCD staff report presented to and approved by the
Department's Internal Loan Committee. The Project Report sets forth the project criteria
as approved by the Department at the time of the award of Program Loan funds. The
information set forth in the project report may be amended only upon HCD's written
approval.
H. "Performance Milestones" refers to the development schedule and/or milestones
proposed by the Sponsor at time of application and as set forth in the Project Report.
I. "Program" refers to the No Place Like Home Program (NPLH).
J. "TCAC" refers to the California Tax Credit Allocation Committee.
K. Any reference to a specific "Section" or "section" of the Guidelines shall initially refer to
that specific numbered section of the Guidelines adopted on and dated July 17, 2017.
Notwithstanding, if and when the Department amends any portion of the Guidelines, all
references herein to any such portion of the Guidelines shall be deemed to refer to the
updated version of the Guidelines, either in whole or in part, as may be applicable. To the
extent that any Guidelines section or sections (Section or Sections) provision is or are
amended, and thereafter receive(s) a new Guidelines section number(s), any reference
herein to the old Guidelines section(s) number(s) shall be interpreted to refer instead to
the Guidelines section(s) that is (or are) intended to replace the content and substance of
the former Guidelines section(s).
4. Scope of Work
The Scope of Work("Work")for this Agreement shall consist of the development and construction
of the Development identified in the Award Letter. The Development is to be developed and
constructed by the Sponsor, or by a developer on behalf of the Sponsor, as provided in the
Application and shall meet the criteria set forth in the Project Report.
Further, the Sponsor shall take such actions, pay such expenses and do all things necessary to
complete the Development as identified in the Award Letter and described in the Project Report
in accordance with the schedule for completion set forth therein and the terms and conditions of
this Agreement.
All written materials or alterations submitted as addenda to the original Application and the Project
Report and which are approved in writing by a Division of Financial Assistance Program Manager
or higher Department official, as appropriate, are part of the Application and are hereby
incorporated as part of the Agreement.
No Place Like Home (NPLH)
Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020
Exhibit E
Page 6 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 4 of 5
EXHIBIT A
HCD reserves the right to review and approve all Work to be performed by the Sponsor in relation
to this Agreement. Any proposed revision of the Work must be submitted in writing for review and
approval by HCD. Any approval shall not be presumed unless such approval is made by HCD in
writing.
5. Evidence of Point Generating Activities
Based on the points awarded to its Application, Sponsor assures the Department of the existence
or planned aspects of all point generating activities as detailed in the Project Report.
At the request of the Department, Sponsor shall provide further and additional evidence sufficient
to demonstrate the existence and/or completion of the items for which the Sponsor's Application
received points. Failure to provide such evidence to the reasonable satisfaction of the
Department may result in a reevaluation of the Application and the reduction or cancellation of
the award, require repayments of any disbursed Program funds, and result in the disencumbrance
of Program funds awarded.
6. Performance Milestones
Sponsor shall ensure the completion of the Performance Milestones set forth in the Project
Report, by the designated dates. Sponsor may apply to the Department for an extension of these
timelines based on good cause shown and best efforts and assurances from the Sponsor for
timely completion of the remaining Performance Milestones.
7. State Coordinator
The coordinator of this Agreement for the state is the Program Manager for the No Place Like
Home, Division of Financial Assistance. Any notice, report, or other communication required by
this Agreement shall be mailed by first class mail to the State Program Manager at the following
address:
Department of Housing and Community Development
Division of Financial Assistance— NOFA Unit
P.O. Box 952054
Sacramento, California 94252-2054
No Place Like Home (NPLH)
Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020
Exhibit E
Page 7 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 5of5
EXHIBIT A
8. Sponsor Contract Coordinator
The Sponsor's Contract Coordinator for this Agreement is listed below. Unless otherwise
informed, any notice, report, or other communication required by this Agreement shall be mailed
by first class or emailed to the contact at the following address:
Sponsor: The Villages at Broadway, LP
Name: Preston Prince, CEO/Executive Director
Address: 1331 Fulton Mall
Fresno, CA 93721
Phone No.: 559 443-8475
Email Address: pprince(d-Yresnohousing.org
Sponsor: Housing Authority of the City of Fresno
Name: Preston Prince, CEO/Executive Director
Address: 1331 Fulton Mall
Fresno, CA 93721
Phone No.: 559 443-8475
Email Address: pprince(cDfresnohousinq.orq
Sponsor: County of Fresno
Name: Ernest Buddy Mendes, Chairman
Board of Supervisors
Address: 1925 East Dakota Avenue
Fresno, CA 93726
Phone No.: 559 600-2198
Email Address: Clerk-BOSC@co.fresno.ca.us
No Place Like Home (NPLH)
Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020 Exhibit E
Page 8 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 1 of 1
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Terms of Loan
A. Principal Amount
The principal amount of the Loan shall be the lesser of:
1) the principal amount as stated in the Application; or,
2) the amount later approved by the Department as consistent with the requirements
of the Guidelines.
B. Interest and Payment
The Loan shall bear interest at the rate and be payable as provided in section 200 of the
Guidelines and under the terms of the Department's promissory note to be executed at
loan closing. The Loan may not be prepaid without the prior written consent of the
Department.
2. Invoicing and Payment
A. All loan proceeds used to finance capital costs of Assisted Units in the Development (the
"Permanent Loan Proceeds") shall be disbursed through an independent escrow/title
company. The Department shall prepare and submit instructions to the escrow holder,
detailing the requirements for the release of Loan proceeds to the Borrower. The
Permanent Loan Proceeds do not include funds awarded for a Capital Operating Subsidy
Reserve (COSR) pursuant to Guidelines section 209.
B. The Permanent Loan Proceeds shall be released through escrow upon the Sponsor's, or
its assignee's, submittal of the Request for Funds form and the satisfaction of the terms
of the award letter and this Agreement. HCD reserves the right to retain 10 percent of the
approved loan proceeds pending receipt and acceptance of the cost audit and any
remaining loan closing checklist items.
C. COSR proceeds, if awarded, will be held by the Department and disbursed annually
pursuant to Guidelines section 209.
3. Payees
The authorized Payee(s) is/are as specified below.-
Payee Name: The Villages at Broadway, LP $3,303,884
NPLH- Competitive Allocation
NOFA Date: 10/15/2018, Amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020
Exhibit E
Page 9 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 1 of 17
EXHIBIT D
NPLH PROGRAM GENERAL TERMS AND CONDITIONS
1. Effective Date, Commencement of Work and Completion Dates
This Agreement is effective upon approval by all parties and the Department, which is evidenced
by the date signed by the Department on page one, Standard Agreement, STD 213 (the "Effective
Date"). The Sponsor agrees that the construction of the Development has not commenced as of
the deadline for submittal of applications set forth in the Notice of Funding Availability. The
Sponsor agrees that the Work shall be completed as specified in this Agreement, the Project
Report, incorporated herein by reference, and subject to the Agreement expiration date specified
on page 1, number 2, of this Agreement (STD 213), unless a written request for an extension is
submitted and written approval by the Department, is provided within 90 days prior to the
termination date of the Agreement. Any extension to the termination date shall require an
amendment to this Agreement executed by all parties.
2. Termination
The Department may terminate this Agreement at any time for cause by giving at least 14 days'
notice in writing to the Sponsor. Cause shall consist of violations by the Sponsor of any terms
and/or special conditions of this Agreement, including but not limited to:
A. Failure of the Loan to close on or before the Loan closing deadline as stated under
"Timing" in these General Conditions.
B. Failure of the Sponsor to satisfy in a timely manner each of the conditions set forth in these
General Conditions, Special Conditions set forth in Exhibit E of this Agreement and the
award letter.
C. Determination by the Department that. (a) any material fact or representation made or
furnished to the Department by the Sponsor in connection with the Application, or the
award letter have been untrue or misleading at the time that such fact or representation
was made known to the Department, or subsequently becomes untrue, or(b) the Sponsor
shall have concealed any material fact from the Department related to the Application or
the Development.
D. Filing a petition by Sponsor, or any affiliate or general partner of Sponsor, for relief under
the Bankruptcy Code, the filing of any pleading or an answer by Sponsor, or any general
partner of Sponsor, in any involuntary proceeding under the Bankruptcy Code; a general
assignment by Sponsor, or any affiliate or general partner of Sponsor, for the benefit of
creditors; or the filing of an application for the appointment of a receiver, trustee, custodian
or liquidator of Sponsor or any of its property, or any affiliate or general partner of Sponsor
or any of its property.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 1 1/1 81201 9 Exhibit E
Prep Date: 01/24/2020 Page 10 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 2 of 17
EXHIBIT D
E. Failure of Sponsor, or any general partner of Sponsor, to effect a full dismissal of any
involuntary petition under the Bankruptcy Code that is filed against Sponsor, or any
general partner of Sponsor, or in any way restrains or limits Sponsor, or any general
partner of Sponsor, or the Department regarding the Loan or the Development, prior to
the earlier of the entry of any court order granting relief sought in such involuntary petition,
or 30 days after the date of filing of such involuntary petition.
F. Attachment, levy, execution, or other judicial seizure of any portion of the Development,
or any substantial portion of the other assets of Sponsor, or any general partner of
Sponsor, that is not released, expunged, bonded, discharged, or dismissed within 30 days
after the attachment, levy, execution, or seizure.
G. Pendency of any proceeding challenging the legal existence or authority of Sponsor, or
any general partner of Sponsor, or any proceeding challenging the legality of the
Development.
H. Failure of Sponsor to close the Department approved construction financing on or before
the date indicated under "Timing" in these General Conditions. Any reference in this
Agreement to "construction" shall include rehabilitation construction, if applicable.
1. The Department has been notified of a reduction in or elimination of Program bond
proceeds.
3. Timing
A. The Sponsor shall close the construction financing approved by the Department and
commence construction of the Development in accordance with the development
schedule set forth in the Project Report. Upon the Department's request, the Sponsor
shall promptly provide evidence of recorded deeds of trust for all construction financing,
payment of all construction lender fees, issuance of building permits (a grading permit
does not suffice to meet this requirement) and notice to proceed delivered to the
contractor. If no construction lender is involved, and the project is receiving low-income
housing tax credits, evidence must be submitted that the equity partner has been admitted
to the ownership entity, and that an initial disbursement of funds has occurred.
B. This Agreement shall expire on date specified on page 1, number 2, of this Agreement
(STD 213).
4. Disputes
Applicable law, including the Department's and the Program's statutes, rules, regulations, and
Guidelines shall apply and be enforced in the event of any conflict that becomes apparent to the
Department at any time, notwithstanding the Department's preliminary prior review of Project
documentation at the time of construction loan closing.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019
Prep Date: 01/24/2020 Exhibit E
Page 11 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 3 of 17
EXHIBIT D
5. Consent
The parties agree that wherever the consent or approval of the Department or the Sponsor is
required under this Agreement, such consent or approval will not be unreasonably withheld or
delayed, unless the same is specified as being in that party's sole discretion or other words of
similar import.
PRE-CONSTRUCTION LOAN REQUIREMENTS
Unless otherwise approved in writing by the Department, the following conditions require compliance
prior to the close of the construction loan(s) for the Development (construction loan includes a
rehabilitation loan):
6. Site Control
The Sponsor shall have 100% control of the land at time of application and through permanent
loan closing, and such control shall not be contingent on the approval of any other party. The
status and nature of the Sponsor's title and interest in the property shall be subject to the
Department's approval. Site control may be evidenced by one of the following:
A. Fee title;
B. A leasehold interest on the project property with provisions that enable the lessee to make
improvements on and encumber the property provided that the terms and conditions of
any proposed lease shall permit compliance, prior to loan closing, with all Program
requirements;
C. An enforceable option to purchase or lease which shall extend through the anticipated
date of the Program award as specified in the NOFA;
D. An executed disposition and development agreement right of way, or irrevocable offer of
dedication to a Public Agency;
E. An executed encroachment permit for construction of improvements or facilities within the
public right of way or on public land;
F. An executed agreement with a public agency that gives the Sponsor exclusive rights to
negotiate with that agency for acquisition of the site, provided that the major terms of the
acquisition have been agreed to by both parties; or
G. A land sales contract or other enforceable agreement for the acquisition of the property.
H. Other forms of site control that give the Department assurance (equivalent to A-G above)
that the applicant or developer will be able to complete the Project and all housing
designated in the application in a timely manner and in accordance with all the
requirements of the Program.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 12 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 4 of 17
EXHIBIT D
I. If the Sponsor's interest in the property is a leasehold, the lease must provide adequate
security for the Program Loan and comply with the requirements of the Uniform Multifamily
Regulations ("UMR"), Section 8316. The Sponsor shall provide a copy of the ground lease
for the Department's approval and review of its compliance with UMR Section 8316. The
lessor and lessee will be required to sign the Department's standard form Lease Rider and
Estoppel Agreement, unless the lessor agrees to sign the Program Loan documents as
required by the Department and encumber all its interest in the Development. Where the
lessee and the lessor are affiliated or related private parties, both the lessee and the lessor
must execute the Program Loan documents so as to encumber both the leasehold and
fee interests in the Development.
7. Title Report
The Sponsor shall provide a current title report for the real property on which the Development is
located. If the Sponsor's interest in the property is leasehold, then the Sponsor shall provide a
current title report for the leasehold interest and the fee interest.
8. Site Inspection
The Department reserves the right, upon reasonable notice, to inspect the Development site and
any structures or other improvements thereon to determine whether the Development site meets
the requirements of the Program Guidelines and the criteria set forth in the Project Report. If the
Department reasonably determines that the site is not acceptable for the proposed Development
in accordance with the Guidelines, the Department reserves the right to rescind the Award and
the Loan.
9. Adaptability and Accessibility
The Sponsor and the Development shall comply with all applicable federal, state and local laws
regarding adaptability and accessibility in the design, construction and rehabilitation of residential
projects for persons with disabilities.
10. Physical Needs Assessment
If the Development involves rehabilitation of existing units, the Sponsor shall provide a post-
rehabilitation physical needs assessment acceptable to the Department, in accordance with
instructions provided by the Department.
11. Reserve Study
Upon request by the Department, Sponsor shall provide an independent, third-party replacement
reserve study acceptable to the Department.
12. Development Budaet
Unless otherwise approved in writing by the Department, prior to the close of any construction
financing, the Sponsor shall provide to the Department for its review and approval, a copy of the
construction lender(s)' approved development budget.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 13 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
EXHIBIT D Page 5 of 17
13. Reasonable Development Costs
Sponsor shall provide to the Department evidence that total development costs are reasonable
and necessary for the proposed improvements. To verify cost reasonableness, the Department
may require qualified third-party verification of costs, evidence of the competitive bidding of major
trades and real estate appraisals. Where the Development is a component of a larger
development, the Sponsor shall submit to the Department for its approval, a development cost
sharing breakdown for the entire development which covers all development costs for each of the
individual components of the entire development and includes a discrete development budget for
the Development consistent with the budget in the Application and Project Report. Eligible costs
for Developments are limited to costs as specified in Guideline Section 200(a) and (b) .
14. Cost Savings
If, upon completion of the Development, the total development funding sources exceed the total
development costs, the Department will share costs in accordance with UMR Section 8313.1.
15. Sponsor Control of Development
Sponsor shall provide evidence satisfactory to the Department that the Sponsor identified in the
Application and who demonstrated the requisite experience, pursuant to Section 202(e) of the
Guidelines, in the application process, has and will retain full control over the development,
construction, ownership and management of the Development through control of the borrowing
entity by the Sponsor either directly as Borrower, or as a managing general partner of Borrower,
or as the member/manager of the general partner of the Borrower. At a minimum, the sponsor-
controlled general partner must perform the substantial management duties identified in Board of
Equalization Rule 140.1(a)(10) as items (A), (H), (1) and (K).
The same control requirement applies to any Borrower organized as a limited liability company.
The failure to demonstrate the requisite control of the borrowing entity by the Sponsor may result
in significant delay in the processing, or potentially the cancellation, of the Program Loan. The
Sponsor which demonstrated the requisite experience of owning and developing affordable rental
housing, shall execute the Department's Sponsor Operating Guaranty to ensure that the Sponsor
has the resources and experience to develop, own and manage the Development. The
organizational structure of the Borrower, including the control and ownership by the Sponsor or
Sponsors, and any changes thereto, must be reviewed and approved by the Department and
must comply with all Program requirements.
16.' Limited Partnership Agreement (LPA)
If the Borrower is a limited partnership, the Department neither approves nor disapproves the
LPA, but may require changes if necessary to ensure, among other Program requirements,
appropriate sponsor control, and that the term of the LPA is equal to or greater than the term of
the Department's loan documents. In the event of any conflict between the LPA and the
Department's loan documents and regulations, the Department's loan documents and regulations
shall control.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 14 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 6 of 17
EXHIBIT D
17. Relocation Plan
If there is or will be any residential or commercial displacement directly or indirectly caused by
the Development, the Sponsor shall provide a relocation plan conforming to the requirements of
State laws and the regulations adopted by the Department in California Code of Regulations, Title
25, Section 6000 et seq. The Development budget shall contain sufficient funds to pay all costs
of relocation benefits and assistance as set forth in the relocation plan accepted by the
Department. Should a relocation plan not be required, Sponsor must provide documentation for
Department approval that there are no relocation requirements.
18. Architect Contract
The Sponsor shall enter into a contract with an architect to provide professional services for the
Development. The contract shall require an architect to supervise the construction work, conduct
periodic site visits, prepare periodic inspection reports, verify the validity of the construction
contractor's payment requests, prepare or review change orders, and, upon completion of
construction, provide the certification described in paragraph 31 of these General Conditions.
19. Appraisals
If the property for the Development is being purchased, the Sponsor shall provide an appraisal
acceptable to the Department of the as-is value of the property, prepared by a qualified, licensed
appraiser who is approved by or otherwise acceptable to the Department.
20. Non-Department Financing
The Sponsor shall qualify for and obtain the financial assistance, loans and grants described in
the Application for both the construction and permanent periods. Final terms and conditions of
the non-Department financing must substantially conform to the terms and conditions of the
Sponsor's Program Loan Application. The terms and conditions of all financing shall be subject
to the Department's review and approval.
21. Senior Loan Terms and Disclosures
The terms of loan(s) in a lien position senior to the Program Loan must comply with all the
underwriting standards of UMR Sections 8310 and 8315.
No subordination may limit the Department's remedies and must comply with UMR Section 8315.
Balloon payments are not allowed on senior debt, except as provided pursuant to UMR section
8 i'10. Senior loans are prohibited from including call option language in the terms of the loan
other than is reasonable in case of default, nor may Sponsor be required to remarket Bonds prior
to expiration of the senior loan. Financial instruments on senior loans (including but not limited
to swaps, collars, and interest rate hedges) must extend for the full term of the senior loan and
cannot be required to be renewed or extended prior to the end of the full term.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 15 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 7 of 17
EXHIBIT D
Sponsors must obtain an interest rate cap on any interest rate that is not fixed for the full term of
the senior loan. The interest rate at the cap must not jeopardize project feasibility. Interest rate
resets, renewals, extensions of letters of credit, or other senior loan provisions, must not require
the Sponsor to re-qualify.
All payments, lender fees, bond fees, issuer fees, trustee fees, letter of credit fees, swaps fees,
hedge fees, enhancement fees, credit facility and liquidity fees, and other fees, charges and costs,
in addition to principal and interest payments, must be fully disclosed to the Department in the
loan closing transaction summary and in the operating budget.
The Department's lien shall not be subordinated to the liens of a lender affiliated with an entity
that has an ownership interest in the Project unless a covenant, regulatory agreement, or similar
instrument is recorded senior to the lender's documents that includes the provisions of UMR
Section 8310(f).
22. Environmental Conditions
The Sponsor shall provide a Phase I Environmental Site Assessment ("ESA") for the
Development, in conformance with ASTM Standard Practice E 1527, evaluating whether the
Development is affected by any recognized environmental conditions. In the event the Phase I
ESA indicates evidence of recognized environmental conditions and the Sponsor desires to
proceed with the Development, the Sponsor shall provide the Department with a Phase II report
and such further reports as required by the Department in a form acceptable to the Department.
Any remediation work to be performed shall be subject to Department approval. The Sponsor
shall also provide an asbestos assessment and a lead-based paint report for the Department's
approval if the Development involves rehabilitation or demolition of existing improvements.
23. Article XXXIV
All Projects shall comply with Article XXXIV, Section 1 of the California Constitution ("Article
XXXIV"), as clarified by the Public Housing Election Implementation Law (Health & Safety Code,
§§ 37000 — 37002). Prior to construction loan closing, the Sponsor shall submit documentation
which shows, to the Department's satisfaction, that the Project complies with or is exempt from
Article XXXIV.
CONSTRUCTION PHASE REQUIREMENTS
24. Construction Phase Information
If requested by the Department, the Sponsor shall provide the Department information during the
construction period including but not limited to all change orders and modifications to the
construction documents, all inspection reports prepared by the Development architect and other
consultants, and information relative to Development income, expenses, occupancy, relocation
benefits and expenses, contracts, operations and conditions of the Development. Upon written
notice to Sponsor, Department may require its advance written approval of all future change
orders and modifications.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/2412020 Page 16 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 8 of 17
EXHIBIT D
Deviations from the plans and specifications which have the effect of reducing the quality, life or
utility of a specified item or system must receive the prior written approval of the Department.
Should change orders be submitted to the Department for its approval, they shall be deemed
accepted if not rejected in writing within 10 business days of receipt by the Department. Sponsor
shall not authorize or approve any change orders rejected by the Department.
25. Inspection
The Department and any authorized representative of the Department shall have the right, during
construction and thereafter, to enter upon and inspect the construction of the Development. Such
right to inspect shall include, but shall not be limited to, the right to inspect all work done, all
materials and equipment used or to be used, and all books and records, including payroll records,
maintained in connection with the construction work. Such right of inspection shall be exercised
in a reasonable manner. The Department shall have no affirmative duty to inspect the
Development and shall incur no liability for failing to do so. Once having undertaken any
inspection, neither the Department, nor any representative of the Department shall incur any
liability for failing to make any such inspection properly, or for failing to complete any such
inspection. The fact that such inspection may or may not have occurred shall not relieve the
Sponsor, the contractor, the construction lender, the architect, the structural engineer, the locality
or anyone else of any obligation to inspect the Development.
26. Updated Information
Sponsor shall provide the Department updated documentation for any change in the information
previously provided relating to the Program Loan, including updated sources and uses and
income information. All changes shall be subject to Department approval. However, if the
Development is changed in any way as to make it ineligible under the Guidelines, then the
Program Loan commitment will be cancelled, and all Program Loan funds awarded to the Sponsor
shall be disencumbered.
27. Evidence of Existence of Application Selection Criteria
Upon request, Sponsor shall provide to the Department evidence of the existence of the
amenities, services, improvements, features and characteristics of the Development which were
included in the Application and as set forth in the Project Report and awarded points under
Section 205 of the Guidelines in the Department's rating of the Application.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 17 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 9 of 17
EXHIBIT D
28. Signage
Sponsor shall place signs on the construction site for the Work stating that the Department is
providing financing through the NPLH Program in an appropriate location(s), typeface and size
containing the following message:
NAME OF PROJECT: The Villages at Broadway
THIS PROJECT HAS BEEN MADE POSSIBLE
BY FINANCING FROM
NO PLACE LIKE HOME PROGRAM
THROUGH THE
CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
The sign shall be maintained in a prominent location visible and legible to the public through
construction completion. If the job sign includes the acknowledgment and/or logo of one or more
other public lenders,the Department acknowledgment and logo shall also be displayed in a similar
size and layout. Copies of the Department logo can be obtained by contacting the Department
Contract Manager.
Upon installation of the sign, the Sponsor shall submit a digital photograph thereof to the
Department to verify compliance with these signage requirements.
29. Photographs
The Sponsor will provide the Department, upon request, with copies of any photographs that may
be taken of the Development by or on behalf of the Sponsor or the Development's architect. The
Sponsor will provide an acceptable written consent and release agreement authorizing use of
said photographs, all at no expense to the Department.
COMPLETION OF CONSTRUCTION
30. Relocation Plan Implementation Report
The Sponsor shall provide a report, in a form acceptable to the Department, summarizing the
actions taken and identifying all Sponsors of relocation assistance and benefits, and the amounts
paid, and benefits provided, to or on behalf of each Sponsor.
31. Architect Certification
Where required by the Department, the Sponsor shall cause the Development architect(s) or other
appropriate professional to certify to the Department, in form acceptable to the Department, that
all construction is completed in accordance with the "as-built" plans and specifications and in
compliance with all applicable federal, state and local laws relating to disabled accessibility.
NPLH-Competitive Allocation
NOFA Date: 10115/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 18 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 10 of 17
EXHIBIT D
32. Cost Certification
At the request of the Department, the Sponsor shall submit a Development cost certification
audited by an independent certified public accountant in accordance with the requirements of the
Department and TCAC, if applicable. The Sponsor (and the developer or builder if there is an
identity of interest with the Sponsor) shall keep and maintain records of all construction costs not
representing work done under the construction contract and to make such records available for
review by the Department.
33. Recorded Notice of Completion
The Sponsor shall provide to the Department a certified copy of any Notice of Completion for the
Development recorded in the county in which the Development is located.
PROGRAM LOAN CLOSING REQUIREMENTS
The Department shall not be obligated to close or fund the Program Loan unless the Sponsor has
complied with and satisfied all the terms and conditions of the Guidelines, the NOFA, this Agreement,
representations made in the Application and the criteria set forth in the Project Report, all in a manner
satisfactory to the Department in its sole discretion, on or before the earlier of the Program Loan Closing,
the Program Loan closing deadline or such earlier time, all as indicated herein.
34. Development Construction
The Development shall be constructed in compliance with the plans and specifications, subject
to any change order(s) accepted by the Department where such acceptance is required.
35. Title Insurance
The Sponsor shall provide an updated title report and an ALTA As-Built Survey acceptable to the
Department. The Sponsor shall provide a pro forma ALTA lender's policy of title insurance if
requested by Department. The Sponsor shall ensure the issuance to the Department of an ALTA
lender's policy of title insurance. The condition of title, insurer, liability amount, form of policy and
endorsements shall be subject to the approval of the Department. Such endorsements shall
include, but not be limited to a CLTA endorsement 100, and may include, but shall not be limited
to, CLTA endorsements 105, 110.9 and 116 (modified for apartments). The policy shall insure
that the Sponsor holds good and marketable fee simple title (or leasehold, if approved by
Department) and that the Department holds a fee mortgage (or leasehold) lien on the
Development, free and clear of all encumbrances, encroachments, other interests and exceptions
to title other than as shall have been previously approved in writing by the Department. The
Department's Deed of Trust and Regulatory Agreement and the other loans indicated under
"Permanent Funding" in the Application shall have the lien priority as indicated in the Application.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 19 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 11 of 17
EXHIBIT D
36. Sponsor's Status
The Sponsor shall provide the Department with copies of all organizational documents, including
but not limited to, partnership agreements, operating agreements, corporate documents, and
related documents and agreements, as required by the Department. As of the date of the
Program Loan closing, the Sponsor and Borrower shall be a duly organized and validly existing
limited or general partnership, corporation, limited liability company, nonprofit public benefit
corporation, or other valid legal entity under California law. The Sponsor or Sponsor-controlled
Borrower has and shall have the authority to enter into the Program Loan and related loan
documents.
37. Prevailing Wage Compliance
Where applicable, prevailing wage rates shall be paid with respect to the construction work, as
the term is defined in the Standard Agreement, performed in connection with the Development.
Prior to closing the Program Loan, a certificate signed by the general contractor(s) and the
Sponsor is required, certifying that prevailing wages have been, or will be, paid in conformance
with Labor Code Section 1720 et seq., and that labor records shall be maintained and made
available to any enforcement agency upon request.
38. Insurance
The Sponsor shall obtain and maintain for the term of the Program Loan hazard and liability
insurance for the Development in accordance with the Department's requirements, including flood
insurance if applicable. The Department shall be named as a loss payee or an additional insured
on all such policies. Such policies also shall provide for notice to the Department in the event of
any lapse of coverage and in the event of any claim thereunder. The Sponsor shall provide
evidence satisfactory to the Department of compliance with these insurance requirements.
39. Program Loan Documents
The Sponsor shall enter into this Standard Agreement with the Department, which shall govern
the encumbrance by the Department of the funds to be used to fund the Program Loan. In
addition, the Sponsor shall enter into a Regulatory Agreement(s) with the Department, governing
certain matters related to the use, operation and occupancy of the Development, including, but
not limited to, the imposition of certain low income occupancy requirements, regulation of rents
on the low income units, audits and other financial controls and reserve requirements,
management oversight by the Department, compliance with federal and state laws, and other
Department requirements. In addition to the Regulatory Agreement(s), the loan shall be
evidenced by a Promissory Note and secured by a Deed of Trust. The Regulatory Agreement
shall be recorded prior to the Department's Deed of Trust. The Sponsor shall execute and enter
into additional agreements and documents, as the Department may deem reasonable and
necessary to meet the NPLH requirements and the terms and conditions of this Agreement. The
Sponsor and any affiliate of the Sponsor which demonstrated the requisite experience of owning
and developing affordable rental housing, shall execute the Department's Sponsor Operating
Guaranty to ensure that the Sponsor has the resources and experience to develop, own and
manage the Development.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 20 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 12 of 17
EXHIBIT D
40. Restrictions on Transfer and Change of Ownership
The Sponsor shall not, without the prior written approval of the Department: a) sell, transfer,
convey, encumber, hypothecate or pledge any of the Development or the Development property,
or any portion or interest in either of them; b) discharge or replace any general or managing
partner if Sponsor is a partnership, or amend, modify or add to its partnership agreement except
that the Sponsor may sell or transfer limited partnership interests without the Department's
approval; c) if Sponsor is a limited liability company: change the manager(s), amend, modify or
add to its operating agreement or management structure; d) wind up, liquidate or dissolve its
affairs or enter into any transaction of merger or consolidation; or e) change the organizational
structure of the Sponsor.
41. Rental Subsidy Contract
The Sponsor shall provide the Department with complete copies of all contracts and amendments
thereto, regarding rental subsidies to be provided to tenants residing in the Development.
42. Substitution of Rent or Social Service Subsidy
Sponsor may substitute a source of funding equivalent to the original rent or social service
subsidy. The amount, terms and conditions of the new source of funding must provide an
equivalent or greater level of subsidy to the project, acceptable to the Department.
43. Final Certificate of Occupancy
The Sponsor shall provide a final certificate of occupancy (or an equivalent form of occupancy
certification or approval) issued by the local agency having jurisdiction over such certificates.
44. Environmental Conditions Remedial Work
All remedial work on recognized environmental conditions shall be completed prior to loan.
closing. The Sponsor shall provide the Department with an environmental update/operations and
maintenance plan if remedial work was required with evidence of lead-based paint and/or
asbestos-containing materials remediation if applicable.
45. Reserve Accounts
The Sponsor shall establish and maintain reserve accounts as required by the Department and
as further described in the Regulatory Agreement. All withdrawals shall require prior written
approval from the Department, as provided in the Regulatory Agreement.
46. Operating Reserve Account
The Sponsor shall fund an operating reserve account in accordance with Section 8308 of the
UMRs and subject to the requirements thereof. The specific amount of the Operating Reserve
Account shall be set forth in the Regulatory Agreement.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 21 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 13 of 17
EXHIBIT D
47. Replacement Reserve Account
The Sponsor shall establish a replacement reserve account in accordance with Section 8309 of
the UMRs. The replacement reserve account shall be funded by monthly deposits from operating
income or a combination of operating income and development sources as indicated in the
Regulatory Agreement. The amount of the monthly deposits may be adjusted, as determined by
the Department, in its sole discretion, based on reserve studies performed by an independent
third party at the Sponsor's expense as requested by the Department or as based on other reliable
indicators of future reserve needs.
48. Capitalized Reserve Accounts
If Program funds are used to fund a reserve account, the Department shall disburse such funds
in a manner to ensure the proper funding of the reserve. The proceeds of the Program Loan may
be used to capitalize only the operating reserve account and in an amount required by UMRs
Sections 8308 and Section 209 of the Guidelines. Proceeds of the Program Loan may not be
used to capitalize rental subsidy reserves. except as authorized in accordance with the above-
mentioned sections.
49. CaIHFA and HUD Funded Projects
Projects subject to the HUD Section 811 and 202 programs or receiving a permanent loan from
CaIHFA shall not be subject to Program reserve requirements during the time such projects are
regulated by HUD or CaIHFA and the Sponsor complies with the applicable CaIHFA or HUD
reserve requirements.
50. Asset Management and Compliance Requirements
The Sponsor shall obtain the Loan Closing Checklist in the course of closing the NPLH loan, and
must submit all documents required, for the Department's approval, including but not limited to
the following (in a format provided or approved by the Department): a) a proposal for management
agent with management agent's qualifications attached; b) a management contract; c) a
management plan; d) a template residential tenant lease; e) an initial-year operating budget and
Schedule of Rental Income (SRI), and f) property hazard and liability insurance in accordance
with the then-current HCD Insurance Guidelines. Prior to close of the Program Loan, the Sponsor
shall obtain the Department's review and approval of the above-mentioned items a) through f)
and any additional documents required by the Department.
Furthermore, the Sponsor shall be provided links to HCD's Asset Management and Compliance
webpage, which, in conjunction with the Regulatory Agreement, sets forth the obligations and
requirements for the use, operation and occupancy of the Development, including but not limited
to: annual reporting requirements which include but are not limited to budgets, SRIs, and
supportive housing services plans; audit requirements; and other obligations as determined (and
may be amended from time to time) by the Department and noted on the webpage.
NPLH-Competitive Allocation
NOFA Date: 1 0/1 512 0 1 8, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 22 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 14 of 17
EXHIBIT D
51. Supportive Services
The County shall ensure that the supportive service requirements of Section 203 of the Program
Guidelines are met. The County must provide mental health services, and coordinate the
provision of or referral to other supportive services, including but not limited to substance use
treatment services, to NPLH tenants for a minimum of 20 years. The County's obligations
pursuant to this requirement shall begin when a Project receives its certificate of occupancy, or
other evidence of Project completion for Projects already occupied.
52. Affirmative Fair Housing Marketing Plan and Fair Housing Compliance
Sponsor shall develop and implement an affirmative fair housing marketing plan satisfactory to
the Department. Appropriate aspects of the initial plan shall be incorporated into the ongoing
management plan to ensure positive outreach and informational efforts to those who are least
likely to know about and apply for assisted units in the Development. Sponsor is encouraged to
refer to HUD's guidelines for Affirmative Fair Housing Marketing Plans. Sponsor shall comply
with all state and federal fair housing laws. At the Department's election, Sponsor must submit
an attorney's opinion acceptable to the Department describing the intended occupancy
restrictions and how they comply with the Unruh Civil Rights Act in the California Civil Code and
the Fair Employment and Housing Act in the California Government Code. Occupancy
restrictions must be carried out in a manner which does not violate state or federal fair housing
laws.
53. Identification of Elderly and Veteran Units
If applicable, Sponsor must submit a report that specifically identifies the number of units rented
to the elderly. The report must also specifically identify the number of units rented to military
veterans.
54. TCAC and Other Regulatory Agreements
The Sponsor shall provide the Department with a copy of the TCAC Regulatory Agreement if the
Development budget includes tax credits and any other regulatory agreements pertaining to the
Development.
55. Property Tax Exemption
Unless expressly waived in writing by the Department, Sponsor shall provide evidence of eligibility
for property tax exemption for the Development and a copy of the tax exemption application to
the local tax assessor(s).
56. Compliance with State and Federal Laws, Rules, Guidelines and Regulations
The Sponsor agrees to comply with all State and Federal laws, rules and regulations that pertain
to construction, health and safety, labor, fair employment practices, equal opportunity, and all
other matters applicable to the Development, the Sponsor, its Contractors or Subcontractors, and
any loan activity.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 23 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
EXHIBIT D Page 15 of 17
57. Change of Conditions
The Department reserves the right to re-underwrite the Development based on new information
or funding sources. Particular attention will be paid to the continued feasibility of the Development
and the maintenance of the security position of the Program Loan. If the new information
demonstrates a reduction or elimination of financing gap being addressed by the Program Loan,
the Department will reduce the amount of the Loan Request stated in the Application and the
amount of the Award accordingly.
If the Department has underwritten the Program Loan using CaIHFA or HUD requirements and
the Development subsequently does not utilize the CaIHFA or HUD financing, the Program Loan
will be re-underwritten by the Department using Program requirements. In the event the
Department determines the Development is no longer financially feasible, the Award and any loan
commitment issued by the Department may be revoked.
58. Investor Commitments
If the Development will be receiving an allocation of tax credits from TCAC, the Sponsor shall
provide the Department with a copy of all tax credit investor commitments, including referenced
financial projections and any amendments.
59. Restricted Units
All units designated in the Application approved by the Department as restricted units that are not
also assisted units, shall be restricted on a long-term basis by a public agency at the income and
rent levels shown in the Application. Similarly, all units designated in the Application as restricted
units and that are not also assisted units, shall be restricted on a long-term basis by a public
agency to the designated target population.
60. Asset Management Fees
Asset management, partnership management, and similar fees shall be in compliance with UMR
Section 8314(a)(1)(B).
61. Sponsor Representations
A. Sponsor represents and warrants that as of the date of this Agreement, the Sponsor is a
duly organized and validly existing entity under California law and the person signing this
Agreement on behalf of Sponsor has the authority to act on behalf of and bind the Sponsor
in accordance with the terms of this Agreement.
B. Sponsor represents and warrants that as of the date of the Program Loan closing, the
Sponsor is a duly organized and validly existing limited partnership under California law
and that such limited partnership will have the authority to enter into the Program Loan
and related loan documents.
C. Sponsor further represents and warrants that as of the date of the Program Loan closing,
the person(s) executing the Program Loan documents will have full authority to act on
behalf of and bind the Sponsor in accordance with the terms of those documents.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 24 of 28
The Villages at Broadway. LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
EXHIBIT D Page 16 of 17
62. Survival of Obligations
The obligations of the Sponsor as set forth in this Agreement shall survive the Program Loan
closing, and the Sponsor shall continue to cooperate with the Department and perform acts and
provide documents as provided herein.
63. Litigation
If any provision of this Agreement, or an underlying obligation, is held invalid by a court of
competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect
any other provisions of this Agreement and the remainder of this Agreement shall remain in full
force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.
The Sponsor shall notify the Department immediately of any claim or action undertaken by or
against it which affects or may affect this Agreement or the Department and shall take such action
with respect to the claim or action as is consistent with the terms of this Agreement and the
interests of the Department.
64. Obligations of Sponsor with Respect to Certain Third-Party Relationships
The Sponsor shall remain fully obligated under the provisions of this Agreement notwithstanding
its designation of any third party or parties for the undertaking of all or any part of the Development
with respect to which assistance is being provided under this Agreement. The Sponsor shall
comply with all lawful requirements of the Department necessary to ensure the completion,
occupancy and use of the Development in accordance with this Agreement.
65. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent
breach. The failure of the Department to enforce at any time the provisions of this Agreement or
to require at any time performance by the Sponsor of these provisions shall in no way be
construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right
of the Department to enforce these provisions.
66. Audit/Retention and Inspection
A. The Department, its representatives or employees, or its delegatee shall have the right to
review, obtain, and copy all records pertaining to performance of the Agreement. Sponsor
shall provide the Department or its delegatee with any relevant information requested and
shall permit the Department or its delegatee access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material. Sponsor further
agrees to maintain such records for a minimum period of four years after final payment
under the Agreement, unless a longer period of records retention is stipulated.
B. At any time during the term of this Agreement, the Department may perform or cause to
be performed a financial audit of any and all phases of the Development. At the
Department's request, the Sponsor shall provide, at its own expense, a financial audit
prepared by a certified public accountant.
NPLH-Competitive Allocation
NOFA Date. 10/15/2018, amended 10/30/2018
Approved Date 11/18/2019
Exhibit E
{'i r-p (�ifte 0112412020 Page 25 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 17 of 17
EXHIBIT D
C. The audit shall be performed by a qualified State, Department, local or independent
auditor. The Agreement for audit shall include a clause which permits access by the
Department to the independent auditor's working papers.
D. If there are audit findings, the Sponsor shall submit a detailed response to the Department
for each audit finding. The Department will review the response and, if it agrees with the
response, the audit process ends, and the Department will notify the Sponsor in writing.
If the Department is not in agreement, the Sponsor will be contacted in writing and will be
informed as to the corrective actions required to cure any audit deficiencies. This action
could include the repayment of disallowed costs or other remediation.
E. If so, directed by the Department upon termination of this Agreement, the Sponsor shall
cause all records, accounts, documentation and all other materials relevant to this
Agreement to be delivered to the Department as depository.
67. Reporting Requirements
Upon Department's request, the Sponsor shall provide to the Department any and all necessary
data that it is legally and factually able to provide that is required to be reported pursuant to the
most recently adopted Program Guidelines.
68. Governing Law
This Agreement shall be construed with and be governed by the laws of the State of California.
All references to codes refer to the California Codes.
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019 Exhibit E
Prep Date: 01/24/2020 Page 26 of 28
The Villages at Broadway, LP
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 1 of 2
EXHIBIT E
SPECIAL CONDITIONS
The following Special Conditions are applicable to this Standard Agreement:
1. The Sponsor must submit Article XXXIV documentation that is satisfactory to the Department.
The Article XXXIV documentation will show that the project either complies with, or is exempt
from, Article XXXIV. This Article XXXIV documentation must take the form of one of the following:
A. An Article XXXIV allocation letter. The Article XXXIV allocation letter must demonstrate,
to the Department's satisfaction, that the project is in compliance with Article XXXIV. The
letter must be issued by the locality where the project will be located. The letter must
affirmatively allocate (i.e., commit) enough Article XXXIV authority to all units of the
Project, including the manager's unit(s). In addition, the letter must indicate (a) the name
and date of the ballot measure which provides the voter authority under Article XXXIV; (b)
the number of units approved by the ballot measure; (c) the number of units which the
locality is affirmatively allocating to the project; and (d) the number of units remaining to
the locality after this allocation. The letter must be on official letterhead, and it must be
signed by a government official with authority.
B. An Article XXXIV opinion. The Article XXXIV opinion must demonstrate, to the
Department's satisfaction, that the project is exempt from Article XXXIV pursuant to one
or more provisions in the Public Housing Election Implementation Law (PHEIL) (Health &
Safety Code, § 37000, et seq.). The opinion must be prepared and signed by legal
counsel. The opinion must identify a statutory safe harbor for every program of assistance
by every "state public body," including the Department. Counsel's legal theory for
exemption must be supported by the specific facts of the project. In the opinion, counsel
must acknowledge that the Department is relying on the opinion and that the opinion is for
the benefit of the Department. In order to demonstrate compliance to the Department's
satisfaction, counsel's client may be required to defend, indemnify, and hold the
Department harmless from and against any losses, injury, or harm that may arise in the
event of a third-party challenge to the project on Article XXXIV grounds.
2. The Sponsor who garnered the experience points at the application stage must be the Sponsor
who controls the borrowing entity at construction, through permanent close of escrow, and into
management and operation of the project. Organizational documents demonstrating that the
experienced Sponsor has the authority to exercise control of the borrowing entity in compliance
with Section 8301(s) of the Uniform Multifamily Regulations (UMR) must be submitted to the
Department for review and approved by the Department prior to execution of the Standard
Agreement.
3. Upon the request of the Department, the Sponsor shall provide updated financial documents
including, but not limited to the development budget, development sources and uses, schedule of
rents and unit mix, operating budget and 20-year cash-flow analysis, which are acceptable to the
Department and demonstrate compliance with all applicable Program regulations or guidelines
and the Uniform Multifamily Regulations (UMR).
NPLH-Competitive Allocation
NOFA Date: 10/15/2018, amended 10/30/2018
Approved Date: 11/18/2019
Prep. Date: 01/24/2020 Exhibit E
Page 27 of 28
The Villages at Broadway t_P
Housing Authority of the City of Fresno
County of Fresno
18-NPLH-12657
Page 2 of 2
EXHIBIT E
4. All proposed changes to the project, including but not limited to project financing, rents and unit
mix, scope of work to be performed or Borrower's organizational structure must be submitted to
and approved by the Department in writing.
5. The Project has not fully satisfied all the NPLH Supportive Housing Project requirements specified
in the NOFA and application. Prior to occupancy, the Sponsor shall submit for Department
approval documentation, including, but not limited to, tenant selection procedures demonstrating
compliance with UMR § 8305 and Housing First requirements as set forth in Welfare and
Institutions Code § 8255(b) and documentation supporting a supportive services plan sufficient to
meet the needs of the target population.
6. Prior to permanent loan closing, the Sponsor shall provide a post-rehabilitation Physical Needs
Assessment (PNA) or Capital Needs Assessment (CAN), prepared by a qualified third-party, in
accordance with Fannie Mae Guidelines, which includes a Replacement Reserve Study covering
the term of the Program loan and is acceptable to the Department.
7. Prior to demolition of the structures currently present on the site, all lead-based paint shall be
removed or encapsulated as required to comply with federal lead safety regulations. In addition,
all asbestos-containing material shall be removed or encapsulated in compliance with federal and
State regulations.
8. 90 days prior to construction loan close or prior to any displacement, whichever is sooner, the
Sponsor must comply with applicable local, state and federal relocation requirements of
Government Code section 7260 et seq and California Code of Regulations, title 25, section 6000
et seq. including a relocation plan which shall be subject to the approval of the Department.
Should a relocation plan not be required, Sponsor must provide documentation for Department
approval that there are no relocation requirements.
NPLH-Competitive Allocation
NOFA Date 1 011 5/2 0 1 8, amended 10/30/2018
Approvod Date 11/18/2019
Datt+ 01/24/2020 Exhibit E
Page 28 of 28
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