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Agreement (the "Agreement") is dated December __, 2012, and entered into by and between the City of San Leandro, a California charter city (the "City") and Leidig Court LLC, a California limited liability company (the "Leidig"), with reference to the following facts, purposes and intentions. RECITALS A. These Recitals refer to and utilize certain capitalized terms which are defined in Article 1 of this Agreement. The Parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals. B. The City has received funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, as amended ("CDBG Funds"). CDBG Funds must be used in accordance with the CDBG Regulations. C. The City represents that it provided certain loans and other financial assistance to SAVE for the acquisition and rehabilitation of the Property, consisting of Community Development Block Grant ("CDBG") funds (the "CDBG Funds"). D. Leidig has proposed to acquire the Property from SAVE and to redevelop the Property. The Property is improved with a fifteen (15) unit housing project with a community room, which Leidig intends to develop into sixteen (16) units (including the manager's unit) of rental multifamily housing affordable of which fifteen (15) units shall be for very low income households (the "Development"). E. Leidig’s purchase of the Property follows the Request for Proposals for the Transfer of Ownership of WINGS Affordable Housing Development (“RFP”) issued by Alameda County Housing and Community Development and the cities of Hayward, Fremont and San Leandro (collectively, the “Participating Public Jurisdictions” or “PPJs”) issued in January 2010 for the acquisition, rehabilitation and operation of the Property, which has been vacant and uninhabitable since 2008. Leidig, through its sponsor Eden Housing, Inc., responded to the RFP and was selected by the PPJs to work with the PPJs toward Leidig’s purchase of the Property from Safe Alternatives to Violent Environments, Inc., a California nonprofit public benefit corporation, formerly known as "Shelter Against Violent Environments, Inc." ("SAVE"), and Leidig’s rehabilitation and operation of the Property for use as affordable housing for very low and lower income households. F. As a condition of the City's approval of the sale of the Property, Leidig has agreed to assume the Assigned CDBG Financing pursuant to the terms of the CDBG Assignment Agreement. The City and Leidig desire that the Assigned CDBG Financing be a revocable grant pursuant to the terms and conditions of this Agreement (the "CDBG Revocable Grant"). 163\18\1173589.2 2 G. In addition to the CDGB Revocable Grant, the acquisition and rehabilitation of the Development will be financed by grants and loans as more particularly described in the Approved Financing; H. CEQA imposes no conditions on the City's consideration and approval of this Agreement, because the project undertaken pursuant to this Agreement is the rehabilitation of existing improvements, and such projects are exempt from CEQA requirements under class 2 categorical exemption. I. The City has completed and approved all applicable NEPA environmental review for the activities proposed to be undertaken under this Agreement, and has deemed the project to be categorically excluded according to 24 Code of Federal Regulations Section 58.35(a)(3). NOW, THEREFORE, the Parties agree as follows: ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. (a) "Agreement" means this CDBG Revocable Grant Agreement. (b) "Approved Financing" means all of the following funds acquired by Leidig and approved by City for the purpose of financing the Development, in addition to the Grant and the other revocable CDBG Grants listed in (iv) below, which, like the Grant were funded entirely to SAVE and not to Leidig: (i) a loan from Citibank in the approximate amount of One Million Sixty-Three Thousand Eight Hundred Seventy Nine Dollars ($1,063,879), which shall be set by Citibank prior to closing; (ii) a loan from the County of up to Six Hundred Eighty-Five Thousand Dollars ($685,000), consisting of Four Hundred Eighty-Five Thousand Dollars ($ 485,000) of Neighborhood Stabilization Program 2 funds and Two Hundred Thousand Dollars ($200,000) of Affordable Housing Trust Fund funds (the "County Loan"); (iii) a loan from the City of Hayward of Home Investment Partnership Program ("HOME") funds in the approximate amount of Three Hundred Twenty-Five Thousand Dollars ($ 325,000) (the "HOME Loan"); (iv) the following CDBG financing funded to SAVE but assumed by Leidig: (1) a revocable grant of CDBG and SAFEH funds from the County of Alameda in the amount of Seven Hundred Forty-One Thousand Nine Hundred Ninety-Seven Dollars ($741,997) (the "County Grant"); 163\18\1173589.2 3 (2) a revocable grant of CDBG funds from the City of Fremont in the amount of Three Hundred Ten Thousand Two Hundred Fifty Dollars ($310,250) (the "Fremont Grant"); (3) a revocable grant of CDBG funds from the City of Hayward in the amount of Three Hundred Twenty-Five Thousand Dollars ($325,000) (the "Hayward Grant"); (c) "Assigned CDBG Financing" means Ninety-Nine Thousand Three Hundred Ninety-Four Dollars ($99,394), which amount includes without limitation, all principal, interest, and the following, if any, actual or alleged default interest, late fees, penalties, attorneys' fees, expenses, costs advanced, prorata sharing of sales proceeds, taxes, impositions and deposits of any kinds, and any other kind or nature of monetary obligation whether or not liquidated and reduced to a specified dollar amount and whether or not specifically referenced in the Financing Documents. (d) "CDBG" means the Community Development Block Grant program under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et. seq.), as amended. (e) "CDBG Assignment Agreement" means that certain Assignment and Assumption Agreement by and between the City, SAVE (as the Assignor) and Leidig (as the Assignee), evidencing the assignment of the CDBG Funding Documents. (f) "CDBG Funding Documents" consist of the following: (i) The following document executed by the Assignor in connection with funding in the amount of Forty Thousand Dollars ($40,000.00) in CDBG Funds provided by the City to Assignor in connection with the Property: that certain Regulatory Agreement between the County of Alameda and the Assignor dated May 19, 1988 and recorded in the official Records as document number 88-156303 on June 30, 1988 which include certain benefits and obligations specified therein in favor of the City. The $40,000 amount of the City’s funding is evidenced by that certain Agreement dated as of June 21, 1988 among the City, the County of Alameda, the City of Hayward, the City of Fremont and the City of Union City, and was increased by the following amounts: $20,000 as evidenced by that certain Agreement dated as of July 1, 1990 among the City, the City of Hayward, and the City of Fremont; and $9,024 as evidenced by that certain Agreement dated as of July 1, 1993 among the City, the City of Hayward, the City of Fremont and the City of Union City; (ii) The SAVE-County Regulatory Agreement between the County of Alameda and the SAVE dated May 19, 1988 and recorded in the official records of the County (the "Official Records") as document number 88-156303 on June 30, 1988; (iii) The following documents executed by the Assignor in favor of the City in connection with CDBG Funds in the amount of Seven Thousand Three Hundred Forty-Six Dollars ($7,346.00) loaned to Assignor: that certain deed of trust executed by the Assignor in favor of the City dated as of September 8, 1992, and recorded in the Official Records as 163\18\1173589.2 4 document number 92402694 on December 10, 1992, and that certain promissory note from Assignor to City referenced in said deed of trust; (iv) The following documents executed by the Assignor in favor of the City in connection with CDBG Funds in the amount of Five Thousand Five Hundred Twenty-Four Dollars ($5,524.00) loaned to Assignor: that certain deed of trust executed by the Assignor in favor of the City dated as of June 21, 1993, and recorded in the Official Records as document number 93232975 on June 29, 1993; that certain promissory note from Assignor to City referenced in said deed of trust; and that certain Capital Improvements Agreement dated as of June 21, 1993 between the City and the Assignor; and (v) The following document executed by the Assignor in favor of the City in connection with Seventeen Thousand Five Hundred Dollars ($17,500.00) of CDBG Funds provided by the City to the Assignor: that certain Capital Improvements Agreement dated as of July 16, 2001 between the City and the Assignor. (g) "CDBG Regulations" means the statutory and regulatory provisions that govern the CDBG program under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et. seq.), as amended including 24 C.F.R. Part 570 et seq. (h) "CDBG Revocable Grant Documents" means this Agreement, the County-Leidig Regulatory Agreement, the Revocable Grant Deed of Trust, and any other document or agreement evidencing the CDBG Revocable Grant. (i) "CEQA" means the California Environmental Quality Act (Public Resources Code Section 21000 et seq.). (j) "City" means the City of San Leandro, a California charter city. (k) "County" means the County of Alameda, a political subdivision of the State of California. (l) "County-Leidig Regulatory Agreement" means that certain Regulatory Agreement and Declaration of Restrictive Covenants dated December __, 2012 between County and Leidig, to be recorded against the Property, naming the City as a third party beneficiary. (m) “Effective Date” means the date date all of the following are recorded in Alameda County: the grant deed conveying title to the Property to Leidig; the CDBG Assignment Agreement; the County-Leidig Regulatory Agreement; and the Revocable Grant Deed of Trust.. (n) "HUD" means the United States Department of Housing and Urban Development. (o) "Leidig" means Leidig LLC, a California limited liability company. (p) "NEPA" means the National Environmental Policy Act of 1969, as amended (42 U.S.C. 4321-4347). 163\18\1173589.2 5 (q) "Parties" mean Leidig and the City. (r) "Property" means that certain real property located in the City of Hayward, California, commonly known as 27751 Leidig Court (Assessor's Parcel No. 453-0095-010) in the County of Alameda, State of California. A legal description of the Property is attached as Exhibit A. (s) "Revocable Grant Deed of Trust" means that certain Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing of even date herewith among Leidig, as Trustor, North American Title Insurance Company, as trustee, and the City, as beneficiary, that will encumber the Property to secure performance of the covenants of the CDBG Revocable Grant Documents. The form of the Deed of Trust will be provided by City. (t) "SAVE" means Safe Alternatives to Violent Environments, Inc., a California nonprofit public benefit corporation, which was formerly known as "Shelter Against Violent Environments, Inc." (u) "Term" means the term of this Agreement and the CDBG Revocable Grant which commences as of the date of this Agreement and ends June 30, 2047. Section 1.2 Exhibits. The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference: Exhibit A: Legal Description Exhibit C: Financing Proposal Exhibit D: NEPA Mitigation Measures ARTICLE 2. GRANT PROVISIONS Section 2.1 Grant. (a) In connection with the acquisition of the Property by the Leidig from SAVE, SAVE assigned, and the Leidig assumed, the Assigned Financing pursuant to the CDBG Assignment Agreement. As of the Effective Date, the outstanding balance of the Assigned Financing is Ninety-Nine Thousand Three Hundred Ninety-Four Dollars ($99,394). Leidig assumed the Assigned CDBG Financing in order to assist the City in fulfilling the original intention of the City's provision of the CDBG Funds, which was to provide affordable low income housing. The Parties acknowledge that none of the Assigned CDBG Financing is or was disbursed to Leidig, and that all disbursements were made to SAVE prior to Leidig's acquisition of the Property. Leidig shall not be responsible for the repayment of any of the Assigned CDBG Financing to the City, except as provided in this Agreement. Notwithstanding Leidig's assumption of the Assigned Financing, Leidig is not, and this Agreement is not intended to make Leidig, liable for, and Leidig will not be declared in breach or default for, any of SAVE's actions, 163\18\1173589.2 6 inactions, uses of CDBG Funds, compliance or noncompliance, if any, or any default, if any, by SAVE arising and/or committed prior to and existing as of the Effective Date. (b) Leidig and the City desire that the Assigned Financing be a revocable grant from the City to Leidig as set forth in this Section. Except as set forth in Section 2.4, Leidig has no obligation to repay the CDBG Revocable Grant. (c) This Agreement and the CDBG Assignment Agreement become effective upon the Effective Date. Leidig assumed the Assigned CDBG Financing based on understanding with the City that the terms and conditions of the CDBG Funding Documents that would be amended, replaced and or superseded as set forth herein. Therefore, notwithstanding any provision in any documents executed by SAVE or otherwise evidencing the Assigned CDBG Financing, as of the Effective Date, this Section, together with the County-Leidig Regulatory Agreement and the Revocable Grant Deed of Trust, hereby replace any and all other documents evidencing the Assigned CDBG Financing, which are hereby terminated as of the Effective Date. The Parties acknowledge the portions of the Assigned Financing may be evidenced only by resolutions or CDBG Reports, and although such documents are not assigned or assumed and cannot be terminated, the intent of this subsection is to make the Grant subject only to the CDBG Revocable Grant Documents. Leidig and the City agree that the Assigned CDBG Financing shall be a grant from the City to Leidig as set forth in this Section. As of the Effective Date, Leidig and the City hereby agree and acknowledge that the CDBG Revocable Grant is Ninety-Nine Thousand Three Hundred Ninety-Four Dollars ($99,394). The CDBG Revocable Grant is evidenced by this Agreement, the County-Leidig Regulatory Agreement and is secured by the Revocable Grant Deed of Trust, and all prior documents relating to the Assigned CDBG Financing are hereby terminated by this Section, and shall have no further force or effect as to the Property or to Leidig as of the Effective Date. (d) The City's sole recourse shall be the remedies set forth in Section 5.2 below; provided, however, in no event shall any remedy include any demand by the City, or other action of the City, for the repayment of any portion of the CDBG Revocable Grant forgiven in accordance with Section 2.3 of this Agreement. Section 2.2 Security. (a) Leidig shall secure its obligation to repay the CDBG Revocable Grant in the event of Default by executing the Deed of Trust, and recording it as a lien against the Property (b) In conjunction with the recordation of the CDBG Revocable Grant Deed of Trust, the City shall: (i) take such actions necessary to cause the reconveyance of the existing deeds of trust, if any, which were previously recorded against the Property and which were assigned to the Leidig pursuant to the CDBG Assignment Agreement, and (ii) mark as "cancelled" the existing promissory notes, if any, executed by SAVE to evidence the Assigned CDBG Financing and which were assigned to Leidig pursuant to the CDBG Assignment Agreement, and return such cancelled promissory notes to Leidig (the "Cancelled Promissory Notes"). Upon the delivery of the Cancelled Promissory Notes to Leidig, such notes shall be terminated, and shall be of no further force or effect. 163\18\1173589.2 7 (c) In addition, to the extent the Assigned CDBG Financing is evidenced by any other documents or agreements which were assigned to Leidig pursuant to the CDBG Assignment Agreement, such documents and agreements shall terminate as of the date of Leidig's acquisition of the Property and such documents or agreements shall be of no further force or effect, and the only documents evidencing and securing the Assigned CDBG Financing shall be this agreement, the County-Leidig Regulatory Agreement and the CDBG Revocable Grant Deed of Trust. Section 2.3 Forgiveness of CDBG Revocable Grant. (i) Provided that no Default exists, without further action of the parties, the CDBG Revocable Grant shall be forgiven in the following amount on the following dates (each of which, except for the amounts forgiven on the Effective Date, is approximately twenty (20) years after the year the portion of the Assumed CDBG Financing was originally made, approved, or disbursed by the City to Save):Upon transfer of title to the Property to Borrower, $137,250 is automatically forgiven (the transfer date being more than 20 years from the 1987/88, 1994 and 1998 fundings by the City to SAVE); (ii) On June 30, 2021, $50,000 is automatically forgiven (original funding to SAVE in 2001); and (iii) On June 30, 2026, $75,000 is automatically forgiven (original funding to SAVE in 2006). (b) Upon the written request of Leidig, in connection with the partial forgiveness of the CDBG Revocable Grant set forth above, or at such other times as may be requested by Leidig, the City shall deliver a written notice to Leidig evidencing the outstanding balance of the CDBG Revocable Grant, and amounts previously forgiven by the City. Prior to the forgiveness of the entire CDBG Revocable Grant, the City shall reasonably consider a request by the Leidig to accelerate the schedule for the forgiveness of the CDBG Revocable Grant, as may be necessary to obtain financing necessary for the Property to be maintained in accordance with the CDBG Revocable Grant Documents, or (ii) maintain the financial feasibility of the Project, subject to the requirements of the County-Leidig Regulatory Agreement. Notwithstanding anything to the contrary, the forgiveness of the CDBG Revocable Grant pursuant to the terms of this Section shall have no effect on the County-Leidig Regulatory Agreement which shall remain in full force and effect for the term specified therein. The forgiveness provisions of this Section 2.3 are to be liberally construed due to the circumstances involving the prior owner, the condition of the Property and the Leidig’s agreement to assume the CDBG Assigned Financing. Incorporated herein by this reference the RFP and County of Alameda staff memorandum titled SAVE WINGS property status dated May 15, 2012, incorporated by this reference herein. Section 2.4 Revocation of Grant Upon Default. Notwithstanding any provision herein to the contrary, and in addition to any other rights and remedies available to the City set forth in Article 5, upon a Default by Leidig, the City may revoke the outstanding balance of the CDBG Revocable Grant, and declare the outstanding balance of the CDBG Revocable Grant (other than any portion of the CDBG Revocable Grant that has been previously forgiven by the City as set forth in Section 2.3 above) plus interest 163\18\1173589.2 8 thereon to be immediately due and payable, subject to the non-recourse provisions set forth in Section 2.6. Section 2.5 Interest on Default. In the event of a Default, interest on the CDBG Revocable Grant shall begin to accrue, as of the date of Default and continuing until such time as the outstanding balance of the CDBG Revocable Grant funds are repaid in full (other than any portion of the CDBG Revocable Grant that has been previously forgiven by the City as set forth in Section 2.3 above) or the Default is cured, at the default rate of the lesser of ten percent (10%), compounded annually, or the highest rate permitted by law. Section 2.6 Non-Recourse. Neither Leidig, nor any member of Leidig, shall have any direct or indirect personal liability for payment of the principal of, and interest on, CDBG Revocable Grant or the performance of the covenants of Leidig under the CDBG Revocable Grant Deed of Trust. The sole recourse of City with respect to the principal of, and default interest, interest, if any, on, the outstanding balance of the CDBG Revocable Grant, and defaults by Leidig in the performance of its covenants under the Deed of Trust, shall be to the Security described in the CDBG Revocable Grant Deed of Trust. ARTICLE 3. GRANT REQUIREMENTS. Section 3.1 Compliance with County-Leidig Regulatory Agreement. Leidig shall comply with the terms of all conditions set forth in the County-Leidig Regulatory Agreement, and any breach thereunder, subject to any applicable notice and cure periods, is a default under this Agreement. The County-Leidig Regulatory Agreement is hereby incorporated into this Agreement by this reference. Notwithstanding anything to the contrary, the forgiveness of the CDBG Revocable Grant pursuant to Section 2.3 above, shall have no effect on the County-Leidig Regulatory Agreement which shall remain in full force and effect for the term specified therein. Section 3.2 Information. Leidig shall provide any information reasonably requested by the City in connection with the Development, including (but not limited to) any information required by HUD in connection with Leidig's operation of the Development. Section 3.3 Records. (a) Leidig shall keep and maintain at Leidig's principal office, or elsewhere, full, complete and appropriate books, records and accounts relating to the Development, including all such books, records and accounts necessary or prudent to evidence and substantiate in full detail Leidig's compliance with the terms and provisions of this Agreement. Books, records and accounts relating to Leidig's compliance with the terms, provisions, covenants and conditions of this Agreement must be kept and maintained in accordance with generally accepted 163\18\1173589.2 9 accounting principles consistently applied, and be consistent with requirements of this Agreement. All such books, records, and accounts must be open to and available for inspection and copying by HUD, the City, its auditors or other authorized representatives at reasonable intervals during normal business hours. Copies of all tax returns and other reports that Leidig may be required to furnish any government agency must at all reasonable times be available for inspection by the City at the place that the books, records and accounts of Leidig are kept. Leidig shall preserve such records for a period of not less than five (5) years after the creation of such records in compliance with all HUD records and accounting requirements including but not limited to those set forth in 24 C.F.R. 570.506 and 570.502(b). If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the Grant is pending at the end of the record retention period stated herein, then Leidig shall retain such records until such action and all related issues are resolved. Such records include all invoices, receipts, and other documents related to expenditures from the Grant funds. Records must be accurate and current. Such records include but are not limited to: (i) Records providing a full description of the activities undertaken with the use of the CDBG Revocable Grant; (ii) Records demonstrating that each activity undertaken meets one of the national objectives of the CDBG program set forth in 24 C.F.R. 570.208; (iii) Records required to determine the eligibility under the CDBG program of the activities undertaken; (iv) Records documenting compliance with the fair housing and equal opportunity requirements, as applicable; (v) Financial records as required by 24 C.F.R. 570.502 and OMB Circular A-110; and (vi) Other records necessary to document compliance with Subpart K of 24 C.F.R. 570 and 24 C.F.R. 92.508. (b) The City shall notify Leidig of any records it deems insufficient. Leidig has fifteen (15) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the City in such notice, or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Leidig shall begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. Section 3.4 Audits. Each year while this Agreement is in effect, Leidig shall provide the City with a copy of Leidig's annual audit, which must include information on all of Leidig's activities and not just those pertaining to the Development. In addition, the City or any designated agent or employee of the City at any time is entitled to audit all of Leidig's books, records, and accounts pertaining thereto. Such audit shall be conducted during normal business hours at the principal place of 163\18\1173589.2 10 business of Leidig and other places where records are kept. Immediately after the completion of an audit, the City shall deliver a copy of the results of such audit to Leidig. Section 3.5 CDBG Requirements. (a) Leidig shall comply with all applicable laws and regulations governing the use of the CDBG Funds as set forth in 24 C.F.R. 570 et seq. In the event of any conflict between this Agreement and applicable laws and regulations governing the use of the CDBG Revocable Grant funds, the applicable laws and regulations govern. (b) The laws and regulations governing the use of the CDBG Revocable Grant include (but are not limited to) the following: (i) Environmental and Historic Preservation. 24 C.F.R. Part 58, which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5. (ii) Applicability of OMB Circulars. The applicable policies, guidelines, and requirements of OMB Circulars Nos. A-87, A-102, Revised, A-110, A-122, and A-133. (iii) Debarred, Suspended or Ineligible Contractors. The use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R. Part 24. (iv) Civil Rights, Housing and Community Development, and Age Discrimination Acts. The Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. 100 et seq.; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Executive Order 11063 as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by executive Order 12608. (v) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R. Part 35. (vi) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and state relocation laws. If and to the extent that rehabilitation of the Development results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then Leidig shall comply with all applicable local, state, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. Leidig shall prepare and submit a relocation plan to the City for approval. Leidig is solely responsible for payment of any 163\18\1173589.2 11 relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. Leidig shall indemnify, defend (with counsel reasonably chosen by the City), and hold harmless the City against all claims that arise out of relocation law obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the Development. (vii) Discrimination against the Disabled. The requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally