AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT. By and Between. THE CITY OF SAN JOSÉ, a municipal corporation. and

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1 AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT By and Between THE CITY OF SAN JOSÉ, a municipal corporation and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, INC. a California nonprofit public benefit corporation Habitat for Humanity DDA (Delmas)

2 AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT THIS AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT ( Agreement ) is entered into as of, 2016 by and between the CITY OF SAN JOSÉ, a municipal corporation, (the "City") and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, INC., a California nonprofit public benefit corporation ( Developer"). The City and the Developer covenant and agree as follows: WHEREAS, the City and Habitat for Humanity Silicon Valley, Inc., a California nonprofit public benefit corporation ( Habitat Silicon Valley ), entered into that certain Disposition and Development Agreement dated February 1, 2008 ( Original DDA ) for the disposition and development of certain real property described below as the Site. WHEREAS, Habitat Silicon Valley and Habitat for Humanity East Bay, Inc., a California nonprofit public benefit corporation, merged on July 1, 2012 and the resulting entity became Habitat for Humanity East Bay/Silicon Valley, Inc., which succeeded to the interest of Habitat Silicon Valley as the Developer under the Original DDA. WHEREAS, the City and Developer hereby desire to amend and restate the Original DDA in its entirety such that, from and after the date of this Agreement, the Original DDA shall be of no further force and effect; it being the intent of the parties that after the Effective Date, this Agreement shall control with respect to all of the matters set forth herein. I. [ 100] SUBJECT OF AGREEMENT A. [ 101] Purpose of the Agreement On or about June 28, 2011, the Governor of the State of California signed into law ABX1 26, as subsequently amended by AB 1484, which provided for the dissolution and winding down of redevelopment agencies throughout the State of California ( Dissolution Legislation ). The Dissolution Legislation did not repeal those provisions of the California Health and Safety Code which apply to redevelopment, including those provisions related to affordable housing, and previously established redevelopment project areas remain in effect. Pursuant to the Dissolution Legislation, the City elected to retain the housing assets and affordable housing functions of the Redevelopment Agency of the City of San Jose ( Agency ). Upon dissolution of the Agency, the affordable housing functions of the Agency ( Affordable Housing Program ) 1 Habitat For Humanity DDA (Delmas)

3 were transferred to the City pursuant to Health and Safety Code Section The City now administers the Affordable Housing Program and this Agreement is entered into by the City under the Affordable Housing Program. The purpose of this Agreement is to expand the community's supply of affordable housing in the City of San José by providing for the development of certain real property to be developed by Developer into a single family residential housing unit ( Unit ) at affordable housing cost to very low-income households. The development of the Site, defined below, pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interest of the City of San José and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable federal, state and local laws and requirements under which the project has been undertaken and is being assisted. The economic viability of Habitat for Humanity housing projects is dependent on City financial assistance. Accordingly, under the Original DDA, the City provided the Developer with such assistance by transferring the Site to the Developer for an agreed upon value of $440,000 which represents the value of the land including a Developer Discount to allow the property to be sold as an affordable housing unit. The transfer of the Site was evidenced by a Grant Deed dated February 1, 2008 and recorded in the Official Records of the County of Santa Clara ( Official Records ) on March 3, 2008 as Document No ( Grant Deed ). The parties also entered into the following related documents: a Grant Agreement dated February 1, 2008 ( Original Grant Agreement ), a Grant Deed of Trust dated February 1, 2008 and recorded in the Official Records on March 3, 2008 as Document No ( Grant Deed of Trust ), and Affordability Restrictions (Owner Occupied) dated February 1, 2008 and recorded in the Official Records on March 3, 2008 as Document No ( Restrictions or Covenant ). This Agreement, together with the Grant Deed, the Original Grant Agreement, the Construction Grant Agreement executed concurrently herewith and more particularly described in Section 108 (2) below, the Grant Deed of Trust, the Restrictions and any other documents entered into between Developer and its predecessor and the City related to the Project described herein shall be collectively referred to herein as Project Documents. The City and Developer agree that the construction of the Development at the earliest possible date will result in an enhancement of the quality of life of the present and future residents of the City of San José which otherwise might not occur to the same degree or which might not occur at all, or which might occur only at a substantially later date in the absence of the implementation of this Agreement by the City. Hence, the provisions of this Agreement are acknowledged to be to the mutual benefit of Developer and the City. The benefits contemplated include, but are not limited to: 2 Habitat For Humanity DDA (Delmas)

4 1. Increased supply and improvement of the City's very low income housing; and 2. stimulation of the construction of a very low-income unit, where the unit cannot be developed without public assistance. This Agreement is designed to achieve the development of the Site, as defined below, by the Developer in a coordinated and comprehensive manner. As is more fully set forth in this Agreement, the Developer will undertake the development and sale of the Project, as defined in the Scope of Development attached hereto as Attachment No. 4, on the Site. The economic provisions contained in this Agreement have been negotiated and approved based upon, among other matters: (1) the Developer's undertaking to obtain financing and develop the Project on the Site within the times set forth in the "Schedule of Performance", attached to this Agreement as Attachment No. 3 and incorporated herein by reference, and in the manner and for the uses set forth in the "Scope of Development", attached hereto as Attachment No. 4 and incorporated herein by reference; (3) the City's undertaking to participate in the development of the Site as set forth in the "Method of Financing", attached to this Agreement as Attachment No. 5 and incorporated herein by reference; (4) the intention of the parties to produce very low-income housing consistent with the quality standards as evidenced in the Schematic Design Drawings submitted to City for approval. B. [ 102] The Site and Project The "Site" is that certain real property located on Delmas Avenue between Jerome Street and Fuller Avenue shown on the "Site Map" which is attached to this Agreement as Attachment No. 1 and legally described in Attachment No. 2. The Site consists of one parcel, which is restricted by the Restrictions. For purposes of this Agreement, the term Development or Project shall refer to the project described in the Scope of Development. C. [ 103] Parties to the Agreement 1. [ 104] The City The City warrants and represents the following to be true and correct: The City is a municipal corporation, exercising governmental functions and powers, and organized and existing under its Charter and the Laws of the State of California. 3 Habitat For Humanity DDA (Delmas)

5 The principal office of the City is located at 200 East Santa Clara Street, San José, California, "City" as used in this Agreement includes the City of San José, California and any assignee of or successor to its rights, powers and responsibilities. 2. [ 105] The Developer correct: The Developer warrants and represents the following to be true and (a) The Developer is a California nonprofit public benefit corporation, organized and existing under the laws of the State of California. (b) For purposes of this Agreement, (1) "Developer" means Habitat for Humanity East Bay/Silicon Valley, Inc., a California nonprofit public benefit corporation, and for purposes of this Section 105, any authorized and approved successors and assigns pursuant to this Agreement; and (2) "Owners" means the Developer, and any person or other entity which owns, directly or indirectly, legally or beneficially, ten percent (10%) or more of the capital stock, capital interests, profits and losses interests, or other form of interest in the Developer. The principal office of the Developer is Habitat for Humanity East Bay/Silicon Valley, Inc., 2619 Broadway, Oakland, CA [ 106] Prohibition Against Change in Ownership and Control of Developer The Developer represents and agrees that its acceptance of the Site, and its other undertakings pursuant to this Agreement, are and will be used for the purpose of timely development of the Site and not for speculation in landholding. The Developer further recognizes that, in view of: (a) The importance of the development of the Site to the general welfare of the community; and (b) The substantial funding and other public aids that have been made available by law and by the government for the purpose of making such development possible; and (c) The reliance by the City upon the real estate expertise of the Developer and the continuing interest which the Developer will have in the Site and Project thereon to assure the quality of the use, operation and maintenance deemed critical by the City in the development of the Site; and 4 Habitat For Humanity DDA (Delmas)

6 (d) The fact that a change in ownership or control of the Developer, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Developer or the degree thereof is for practical purposes a transfer or disposition of the Site; and (e) The fact that the Site is not to be leased or used for speculation, but only for development and operation by the Developer in accordance with this Agreement; and (f) The importance to the City and the community of the standards of use, operation and maintenance of the Project, the qualifications and identity of the Developer are of particular concern to the community and the City. The Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. The Developer shall not assign all or any part of this Agreement without the prior written approval of the City, except as otherwise expressly permitted by this Section 106. For the reasons stated above, the Developer represents and agrees for itself and any successor in interest of itself that, without the prior written approval of the City, there shall be no change in the organizational structure the Developer. (other than such changes occasioned solely by the appointment, resignation, death or incapacity of a member of the Board governing Developer or officer of Developer). All additional changes the Developer are subject to the requirements of this Section 106. This Agreement may be terminated by the City pursuant to Section 709 if there is any change (voluntary or involuntary) in the organizational structure or control of the Developer, in violation of this Agreement (other than such changes occasioned solely by the appointment, resignation, death or incapacity of a member of the Board governing Developer of officer of Developer). The Developer shall promptly notify the City of any and all changes whatsoever in the identity of the parties in organization, management and control of the Developer and its Owners, or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information during the time any portion of the Site are owned or controlled by the Developer. 5 Habitat For Humanity DDA (Delmas)

7 4. [ 107] Sales Plan Within the time established therefore in the Schedule of Performance, which is attached as Attachment 3, the Developer shall submit to the City for approval a Homeowner Plan for the sale of the Unit constructed on the Site which shall be consistent with the terms of this Agreement and which shall contain at a minimum: 1) the selection process for the Unit homeowner and 2) the purchase price of the Unit. 5. [ 108] Material Obligations; Conditions Precedent (1) For purposes of this Agreement, the phrase "Developer's Material Obligations" shall mean and include the Developer's obligation to perform the following acts, when and as required by this Agreement, each of which is more fully described hereinafter: (a) to prepare, complete and submit to the City for its approval, design development and construction drawings and related documents consistent with the Scope of Development; (b) to submit to the City no later than the times specified in the Schedule of Performance a construction budget and evidence of financing and other project commitments sufficient to finance the development of the Site as contemplated by this Agreement, which budget and evidence of financing shall be subject to approval by the City; (c) to commence and complete construction in the manner and within the times specified in this Agreement; (d) to sell or make available for sale the Unit at affordable housing cost exclusively to persons and families who qualify for the Unit as required by this Agreement and any and all applicable state and local laws and regulations ( Affordable Buyer ); and (e) to require the Affordable Buyer, concurrently with acquisition of the improved Site, to (i) execute a promissory note for the benefit of the City in the form attached hereto as Attachment No. 6 ( City Note ); (ii) execute and record against the Site a deed of trust in the form attached hereto as Attachment No. 7 to secure the repayment obligations under the City Note ( City Deed of Trust ); and (iii) execute and record against the Site an affordability restriction in the form attached hereto as Attachment No. 8 ( New Restriction ). (2) For purposes of this Agreement, the phrase "City's Material Obligations" shall mean the City's obligation to provide additional financial assistance to Developer in the amount of up to Two Hundred Fifty Eight Thousand Dollars ($258,000.00) for Project costs as set forth in a Construction Grant Agreement in the form attached hereto as Attachment No. 9. (3) It is expressly understood and acknowledged by the parties hereto that any obligation of the Developer or the City referred to in this Agreement shall be subject to the satisfaction of the conditions precedent to such performance as set forth in this Agreement. 6 Habitat For Humanity DDA (Delmas)

8 II. [ 200] SITE DISPOSITION A. [ 201] Conveyance of Site 1. Pursuant to the Original DDA, the City previously conveyed the Site to the Developer and the Developer accepted the Site from the City and hereby agrees to develop the Site as required by this Agreement. The sole consideration for the conveyance of the Property to Developer is the development of the Property in conformance with this Agreement and all other terms and conditions of this Agreement, including but not limited to, the Restriction recorded on the Site. B. [ 202] Time for Submission of Evidence of Financing The Developer shall submit to the City evidence of all project financing for the Site development as set forth in Section 210 hereof within the time provided therefore in the Schedule of Performance. C. [ 203] Land Use Approvals For purposes of this Section 208, the term "land use approval" means any land use approval or regulatory approval necessary to permit the development of the Site in accordance with the provisions of this Agreement. Developer understands that certain land use approvals must be obtained prior to the development of the Site. Developer shall use its best efforts to assure that such land use approvals are obtained. If an application for land use approval consistent with this Agreement is unconditionally denied or is made subject to conditions that contradict provisions for development of the Site contained in this Agreement, then Developer and City shall be released from any further obligations under this Agreement and Developer shall reconvey the Property to City at no cost to the City. D. [ 204] Condition of Property; Hazardous Substances The Developer has examined or caused to be examined the Site for hazardous substances and has completed any remediation required to be performed at the Site. Hazardous Substances are those substances listed in Division 4, Chapter 30, Article 9 of Title 22, California Administrative Code, or those which meet the toxicity, reactivity, corrosivity or flammability criteria of Article 11 of the above Code, or any other contaminants, pollutants, toxic substances or related materials which pose a hazard to health or the environment. 7 Habitat For Humanity DDA (Delmas)

9 Developer hereby represents to City that Developer is fully acquainted with all matters or states of fact affecting the Site concerning or related to the zoning, subdivision, permitted uses on or physical condition of the Site, and the nature and extent of the rights of others with respect to the Site whether by way of easement, right of way, lease, sublease, possession, lien, encumbrance, license, reservation, condition, covenant, restriction or otherwise. The Site was conveyed by City to Developer in an "as is" condition, with no warranty, express or implied, by the City as to the condition of the soil, its geology, or the presence of known or unknown faults or the presence of any Hazardous Substances. It shall be the sole responsibility of Developer, at Developer's expense, to investigate and determine the soil conditions of the Site and the suitability of the Site for the development to be constructed by Developer. If the soil conditions of the Site, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of Developer to take such action as may be necessary to place the Site and the soil conditions thereof in all respects in a condition entirely suitable for the development of the Site as described in the Scope of Development, which may include demolishing, clearing, or moving buildings, structures, or other Project, and removal of Hazardous Substances The following covenants pertain to Developer's occupancy and use of the Site and shall apply to Developer during the Developer s ownership and/or control of the Site: 1. Except as otherwise expressly permitted in this Agreement, Developer shall not use, create, store or allow any Hazardous Substances on the Site except for fuel stored in a motor vehicle or necessary construction equipment for the exclusive use of and other materials properly and customarily used in the construction and operation of multifamily housing project. 2. In no case shall Developer cause or allow the deposit, discharge or disposal of any such Hazardous Substances on the Site. 3. No underground storage tanks shall be installed without City's prior written approval. 4. City, or its officers, employees, contractors or agents shall at all times have the right to go upon and inspect the Site and the operations conducted thereon to assure compliance with the requirements herein stated. This inspection may include taking samples for testing of substances and materials present and/or testing soils on the Site. City shall defend, indemnify and hold harmless Developer and its officers, partners, and assigns from any claims, liability, injury, damage, costs or expenses caused by City during any such inspections. 8 Habitat For Humanity DDA (Delmas)

10 5. Throughout the term of the construction on each Site, Developer shall be responsible for posting on the Site any signs required by Section of the California Health and Safety Code and regulations promulgated pursuant thereto. Developer shall also complete and file any business response plans or inventories required by Chapter 6.95 of the California Health and Safety Code and regulations promulgated pursuant thereto. Developer shall concurrently file a copy of any such business response plan or inventory with City. 6. Developer shall immediately notify City of the release of any Hazardous Substance on the Site. Developer shall defend, indemnify and hold harmless City and the Agency and any of their officers, employees, contractors or agents from any claims, liability, injury, damage, costs or expenses (including without limitation, the cost of any cleanup of Hazardous Substances) arising as a result of the presence or use of any Hazardous Substances on or in the Site. Nothing in this Section 209 is intended to interfere with any rights that City or Developer may have against third parties in connection with the presence or use of Hazardous Substances on the Site. The Developer agrees to ensure that a statement regarding the presence and cleanup of Hazardous Substances on the Site, acceptable to the City, and to the extent required by law, is given to the buyer of the Unit prior to sale of such Unit. In addition, in the event this Agreement is terminated for any reason, the Developer agrees to assign to the City any and all cost sharing agreements for Hazardous Substance cleanup, which the Developer shall have obtained from former third-party owners or occupiers of the Site. E. [ 205] Submission of Evidence of Financing and Project Commitments The Developer shall submit to the City the following items no later than the times specified therefore in the Schedule of Performance 1. A copy of the commitment or commitments obtained by the Developer for the total amount necessary to develop the Site as required by the Scope of Development, certified by the Developer to be a true and correct copy thereof. The commitment shall be in such form and content reasonably acceptable to City as reasonably evidences a firm and enforceable commitment reasonably acceptable to the City; 2. A certified financial statement or other financial statement in form reasonably satisfactory to the City evidencing sources of capital sufficient to demonstrate that the Developer has adequate funds and is committing such funds to 9 Habitat For Humanity DDA (Delmas)

11 cover the total development costs for the Projects on the Site as set forth in the Scope of the Development and in accordance with plans and specifications approved by the City, less the amount available to the Developer from City funds and paid in accordance with the Method of Financing. 3. If applicable to any construction on any Site, copies of the contracts between the Developer and the Project Supervisor for the supervision of Project upon the Site.. Such contracts shall provide for the commencement of construction on the Site by dates certain, which dates shall be in conformance with the Schedule of Performance. Such contracts shall contain, to the City's reasonable satisfaction, any provisions required by this Agreement to be contained in such contracts, and shall be certified by the Developer to be true and correct copies thereof; 4. Development permits for the Site; 6. Evidence that the remediation required to be performed on the Site has been completed. It is the purpose of the foregoing procedure to ensure to the satisfaction of the City that there are sufficient development commitments to commence and complete the construction of the Project. The Developer will provide or cause to be provided to the City any additional evidence reasonably required by the City (including, but not limited to, estoppel certificates) to establish that all evidence, contracts and commitments required under this Section 210 are current and in full force and effect. III. [ 300] DEVELOPMENT A. [ 301] Development of Site 1. [ 302] Scope of Development The Developer shall develop the Site in accordance with and within the limitations established in the Scope of Development and the schematic design drawings and plans approved by the City pursuant to this Agreement. For purposes of this Agreement, the terms "construct," "develop," "construction" or "development" shall mean and refer to the development of the Site as provided in the Scope of Development. 10 Habitat For Humanity DDA (Delmas)

12 2. [ 303] Design Development Drawings The Developer shall submit for approval by the City, Design Development Drawings and related documents containing the overall plan for development of the Site within the time set forth therefore in the Schedule of Performance. Such drawings shall be deemed approved by City for purposes of this Agreement unless City provides written notice of disapproval within twenty (20) business days from the date the drawings are submitted to City. The term "design development drawings and related documents" shall include, without limitation, a Site plan to scale showing property lines and dimensions, building floor plans at principal pedestrian levels, and typical elevations and landscaped areas, if any, roof plans and elevations, samples of building materials used in all exterior areas exposed to the public, the basic construction materials, the type of mechanical systems to be used, unit layouts, interior materials and finishes. The Site shall be developed as established in the Design Development Drawings and related documents, except for such changes, which may be mutually agreed upon between the Developer and the City. Any such changes shall be within the limitations established in the Scope of Development. 3. [ 304] Construction Documents The Developer shall submit for approval by the City Final Construction Drawings and related documents for the development of the Site, including working drawings, specifications, materials board, and detailed landscaping plans, within the time set forth therefore in the Schedule of Performance. Final drawings, plans, and specifications are hereby defined as those in sufficient detail to obtain a building permit. Such drawings shall be deemed approved by City for purposes of this Agreement unless City provides written notice of disapproval within ten (10) business days from the date the drawings are submitted to City. 4. [ 305] Preparation of Construction Drawings and Related Documents; Approvals a. The Developer shall prepare and submit construction drawings and related documents for the development of the Site, in the order of submission of drawings indicated in Sections 303 and 304, to the City for review (including, but not limited to, architectural review) and written approval as and at the times established in the Schedule of Performance. b. During the preparation of all drawings and plans, the City staff and the Developer shall hold progress meetings as needed to coordinate the preparation, submission, and review of construction plans and related documents. The City staff and the Developer shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to the City can receive prompt consideration. The Developer hereby agrees to submit periodic 11 Habitat For Humanity DDA (Delmas)

13 drawings and plans to the City's Housing Department-Construction Supervisor or his/her designee, to demonstrate the progress being made to finalize such plans. Such plans shall be submitted periodically, on a schedule to be mutually agreed to by the parties. c. If any revisions or corrections of approved plans shall be required by a government official, agency, department or bureau having jurisdiction over the development of the Site, the Developer and the City shall cooperate in efforts to obtain waiver of such requirements, or develop a mutually acceptable alternative. d. The Developer shall prepare construction drawings for all on Site and off-site public improvements required by the Scope of Development. The Developer and City staff shall hold progress meetings as needed during the preparation of all plans, to coordinate the preparation, submission and review of the on Site and off-site public improvement plans. 5. [ 306] City Approval of Plans, Drawings and Related Documents; Approval of Architect a. The City shall have the right of review (including, but not limited to, architectural review) and approval of all plans, drawings and related documents.. Such documents shall be deemed approved by City for purposes of this Agreement unless City provides written notice of disapproval within twenty (20) business days from the date the drawings are submitted to City. The Developer has retained KTGY as architects for the projects on the Site through construction completion, provided, however, that Developer may retain a substitute or additional architect if City approves in writing, in advance, such substitution. The City shall approve or disapprove such plans, drawings, and related documents referred to in this Agreement (and any proposed changes therein), as well as the Developer's architect, within thirty (30 days after receipt by City. Any disapproval shall state in writing the reasons for disapproval and the steps, which must be taken to achieve such approval. The Developer, upon receipt of a disapproval shall revise such portions of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval, and shall resubmit such revised portions to the City within thirty (30) calendar days after receipt of the notice of disapproval. The City shall approve or disapprove such revised portions in the same manner and within the same times as provided in this Section 306 for approval or disapproval of plans, drawings, and related documents initially submitted to the City. If the Developer desires to make any change in the final working drawings, plans and specifications after their approval by the City, the Developer shall submit the proposed change to the City for its approval. The City shall approve or disapprove such proposed change in the same manner and within the same times as provided in this Section 306 for approval or disapproval of plans, drawings, and related 12 Habitat For Humanity DDA (Delmas)

14 documents initially submitted to the City. The Developer shall have the right, during the course of construction, to make minor field changes. Said minor field changes are those minor changes from the approved final working drawings and related documents which make no substantial change and have no adverse effect on the Project or the design or layout of the Unit and are made in order to expedite the work of construction in response to field conditions. All other minor field changes shall require the approval of the City's designated Construction Manager. Changes in exterior design or interior layouts shall under no circumstances be deemed minor field changes. b. The City neither undertakes nor assumes nor will have any responsibility or duty to Developer or to any third party to review, inspect, supervise, pass judgment upon or inform Developer or any third party of any matter in connection with the development or construction of the project, whether with respect to the quality, adequacy or suitability or the plans, any labor, service, equipment or material furnished to the project, any person furnishing the same or otherwise. Developer and all third parties shall rely upon its or their own judgment with respect to such matter, and any review, inspection, supervision, exercise of judgment or information supplied to the Developer or to any third party by the City in connection with such matter is for the public purpose of carrying out development, including the provision for very low income housing of benefit to the Merged Redevelopment Project Areas, in accordance with this Agreement, and neither Developer nor any third party is entitled to rely thereon. 6. [ 307] Cost of Construction The cost of developing the Site and of constructing all on Site or off-site public improvements as required by the City of San José (and any additional special public improvements required by the City pursuant to this Agreement) in accordance with City requirements approved by the City shall be borne by the Developer. 7. [ 308] Schedule of Performance and Change Orders The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance, or within such extensions of such times as may be granted by the City or as provided for in Section 805 of this Agreement. The Schedule of Performance is also subject to revision from time to time as mutually agreed upon in writing by and between the Developer and the City. During the period of construction, the Developer shall submit to the City written progress reports every three months and other documents to the City. The reports shall be in such form and detail as may reasonably be requested by the City. All Change Orders in excess of $5, individually or $10, in the total aggregate shall be submitted to City for approval. 13 Habitat For Humanity DDA (Delmas)

15 8. [ 309] Indemnification: Bodily Injury and Property Damage Insurance The Developer agrees to, and shall, indemnify and hold the City and the Agency harmless from and against all liability, loss, damage, costs, or expenses (including attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss and damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of the Developer and/or its agents, servants, employees and contractors, including but not limited to negligent or defective design or construction during the Developer s ownership and/or control of the Site: The Developer shall furnish or cause to be furnished to the City duplicate originals or appropriate certificates of bodily injury and property damage insurance policies in the amount of at least $1,000, combined single limits naming the Developer as insured and the City as an additional insured. Such insurance shall be kept in force until the Unit is sold to an Eligible Person or Family as defined in the Restriction. Said policies shall not be subject to cancellation, reduction in coverage, or non-renewal except after notice in writing shall have been sent by registered mail addressed to the City at the address indicated in Section 104 of this Agreement, not less than thirty (30) days prior to the effective date thereof. 9. [ 310] Anti-discrimination During Construction; Equal Opportunity The Developer, for itself and its successors and assigns agrees that in the construction of the Project on the Site provided for in this Agreement: a. The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, disability, age, marital status, sex or actual or perceived gender identity, or sexual orientation. The Developer will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, creed, national origin, ancestry, disability, age, marital status, family status (minor children or no minor children), sex, actual or perceived gender identity, or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 14 Habitat For Humanity DDA (Delmas)

16 b. The Developer will, in all solicitations or advertisements for employees or volunteers placed by or on behalf of the Developer, state that all qualified applicants will receive consideration for employment or engagement of any volunteer without regard to race, color, religion, creed, national origin, ancestry, disability, age, marital status, family status (minor children or no minor children), sex, actual or perceived gender identity, or sexual orientation. c. The Developer will cause the foregoing provisions to be inserted in all contracts for any work covered by this Agreement provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 10. [ 311] Intentionally Omitted 11. [ 312] Local, State, and Federal Laws The Developer shall carry out the construction of the Project on the Site in conformity with all applicable federal, state and local laws, including all applicable federal and state labor standards, except that to the extent state and federal law exempts volunteer labor. 12. [ 313] City and Other Governmental Agency Permits Before commencement of any work or improvement upon the Site, the Developer shall secure or shall cause to be secured, any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The City shall provide assistance to the Developer in securing these permits and certificates. The Developer shall pay such fees as may be required in connection therewith. 13. [ 314] Inspection Developer shall permit the City's agents or representatives to enter upon the Site to inspect the Project at any time. If any of the work, in the opinion of the City, is not being performed substantially in accordance with the Plans and Specifications, the City shall direct Developer to stop work and order its replacement or correction, whether or not said unsatisfactory work has been completed. Failure of Developer to act and undertake such corrections within five (5) working days after demand from the City and completion within a reasonable time as determined by City shall constitute a default hereunder. B. [ 315] Prohibition Against Transfer 1. The Developer shall not, except for any transfer to an Eligible Person or Family as defined in the Restrictions or as otherwise permitted by this 15 Habitat For Humanity DDA (Delmas)

17 Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site or the Projects thereon, without prior written approval of the City. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site, nor shall it prohibit granting any security interests described in this Agreement for financing the development of the Site approved by the City. 2. Any proposed transferee shall be subject to prior written approval by the City. Any proposed transferee shall have the qualifications and financial responsibility necessary and adequate, as determined by the City, to fulfill the obligations undertaken in this Agreement by the Developer. Prior to City approval or disapproval of the proposed transfer, the Developer and the proposed transferee shall submit to the City, for its review and approval, all instruments and other legal documents proposed to effect any such transfer, and a written instrument in a form recordable among the land records, binding upon the proposed transferee and its successors and assigns and for the benefit of the City, by which the proposed transferee shall expressly assume all of the obligations of the Developer under this Agreement and agree to be subject to all conditions and restrictions to which the Developer is subject. 3. In the absence of specific written agreement by the City, no sale, transfer, conveyance or assignment of the Site, or approval thereof by the City, shall be deemed to relieve the Developer or any other party from any obligations under this Agreement. C. [ 316] Security Financing; Right of Holders 1. [ 317] No Encumbrances Except Mortgages, Deeds of Trust, Conveyances and Leases-Back or Other Conveyance for Financing for Development Developer intends to obtain a construction loan to assist with the development and construction of the Project, which loan will be fully repaid upon the sale of the Unit to an Eligible Person or Family ( Construction Financing ). The Construction Financing shall be subject to the reasonable approval of the City and, if so approved, the City agrees to subordinate the Grant Deed of Trust to the Construction Financing. The Developer shall notify the City in advance of any mortgage, deed of trust, declarations of trusts, conveyances and leaseback, or other form of conveyance for financing if the Developer proposes to enter into the same. The Developer shall not enter into any such conveyance for financing without the prior written approval of the City. 16 Habitat For Humanity DDA (Delmas)

18 In any event, the Developer shall promptly notify the City of any mortgage, deed of trust, conveyance and leaseback or other financing conveyance, encumbrance or lien that has been created or attached thereto whether by voluntary act of the Developer or otherwise. The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing real estate acquisition, construction, and land development. 2. [ 318] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders: Right to Cure Whenever the City shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in completion of development of the Project, the City shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the City are concerned) have the right at its option within thirty (30) days after the receipt of the notice to cure or remedy any such default and to add the cost thereof to the security interest debt and the lien of its security interest. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default within thirty (30) days after obtaining possession; provided that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced, within said thirty (30) day period, such holder shall have such additional time as approved by City to remedy or cure such default of the Developer. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project (beyond the extent necessary to conserve or protect the Project or construction already made) without first having expressly assumed the Developer's obligations to the City by written agreement satisfactory to the City. Prior to entering into such an agreement, the holder shall submit evidence satisfactory to the City that such holder has the qualifications and financial responsibility necessary to perform such obligations. Any such holder that properly completes such Project shall be entitled, upon written request made to the City, to a Certificate of Completion from the City. 3. [ 319] Intentionally Omitted 4. [ 320] Right of City to Cure Mortgage, Deed of Trust, or Other Security Interest Default In the event of a default or breach by the Developer of a mortgage, deed of trust or other security interest with respect to the Site (or any portion thereof) prior to 17 Habitat For Humanity DDA (Delmas)

19 the completion of development, and the holder has not entered into an agreement to assume the Developer's obligations (as provided in Section 318 of this Agreement), the City may cure the default prior to completion of any foreclosure. In such event, the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Site (or any portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Site as authorized herein. D. [ 321] Reconveyance of City Grant Deed of Trust Concurrently with the sale of the Unit to an Eligible Person or Family, the City shall reconvey the Grant Deed of Trust from the Property. E. [ 322] Prevailing Wages If the Projects contains eight (8) or more units, Developer shall abide by all of the City's prevailing wage requirements during the construction of the Project except for the self-help or volunteer portion of the construction work unless otherwise required by law. Developer shall ensure that all construction contracts, if any, contain a provision requiring payment of prevailing wages and that contractors adhere to the City s prevailing wage monitoring procedures. F. [ 323] Construction Signs The Developer shall provide construction Site signs that identify the development and give recognition to the City. The design and text of the signs shall be subject to prior review and approval by the City within ten (10) business days of submittal. The sign must be erected on the Site on or before commencement of construction on the Site. G. [ 324] Developer's Responsibilities To prevent and avoid construction defects, Developer shall inspect, review, supervise and assure the high quality, adequacy and suitability of: (a) Plans and Specifications and all changes and amendments thereto; (b) architects, contractors, subcontractors and materialmen employed or utilized in the construction; and (c) the progress and course of construction and its conformance with the Plans and Specifications, and any amendments, alterations and changes thereto. 18 Habitat For Humanity DDA (Delmas)

20 H. [ 325] Project Supervision 1. The Project under construction shall be subject to the supervision of the Project Supervisor responsible for the Project. Prior to the construction of the Project Developer shall send written notice to City identifying the Project Supervisor for the Project. Within ten (10) days of completion of construction of the Project, the Project Supervisor, or other representative of Developer, shall furnish to the City, at Developer's expense, a Certification attesting to the completion of the Project in a good and workmanlike manner, and in accordance with the Plans and Specifications. 2. In addition, Developer agrees to allow a construction supervisor identified by City ( City Construction Supervisor ) to inspect and review all aspects of the construction on the Site. Project Supervisor shall provide any and all access to the Site and information reasonably requested by the City Construction Supervisor regarding construction on the Site. I. [ 326] City Approval of Disbursements Concurrently with the request for disbursement of Project financings from any lender or holder of Project funds, Developer shall submit such proposed request for disbursement to City for review. The City is under no obligation or duty to see that the request is in compliance with the loan documents of other lenders or any other obligations of the Developer, nor shall such review be construed as an acknowledgment that the construction is free from defect or is in compliance with the Plans or Specifications. Such submittal shall include the cover letter to the holder of funds along with a budget summary indicating budget category of requested funds, remaining funds in each budget category, and percentage of work completed in each budget category. J. [ 327] Site Meeting Developer shall organize with City Construction Supervisor, as mutually agreed but no less often than monthly, an on-site meeting to evaluate the progress and status of the Project when under construction. IV. [ 400] USE OF THE SITE A. [ 401] Uses The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that the Developer, such successors and such assigns shall develop and use the Site in accordance with the provisions of this Agreement, the Scope of Development, the Restriction and all plans approved by the City pursuant to this Agreement, and shall use the Site as follows: 19 Habitat For Humanity DDA (Delmas)

21 1. The documents referred to in Section 402 and 403 of this Agreement shall include covenants with respect to the obligation of the Developer, its successors and assigns, to require that the Projects to be sold at affordable housing cost for the term of the Covenant. 2. Until such time as the Site is transferred to an Eligible Person or Family, the Project on the Site shall be maintained, the Site shall be kept free from any accumulation of debris or waste materials, and the landscaping required to be planted shall be maintained in a healthy condition. 3. The Project will be sold to an Eligible Person or Family. B. [ 402] Obligation to Refrain from Discrimination There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, national origin, ancestry, disability, marital status, familial status (minor children or no minor children) sex, gender identity or actual or perceived sexual orientation, in the lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall the Developer itself or any person claiming under or through the Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants or sublessees, of the Site. C. [ 403] Form of Nondiscrimination and Nonsegregation Clauses All deeds, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, national origin, ancestry, disability, marital status, familial status (minor children or no minor children) sex, actual or perceived gender identity, or sexual orientation in the lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or sublessees in the land herein leased. The foregoing covenants shall run with the land." 2. In contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, creed, 20 Habitat For Humanity DDA (Delmas)