CITY OF AGENDA ITEM NO.: ~ SAN RAFAEL

Transcription

1 CITY OF AGENDA ITEM NO.: ~ SAN RAFAEL MEETING DATE: March 16,2015 REPORT TO MAYOR AND CITY COUNCIL SUBJECT: RESOLUTION APPROVING AN AGREEMENT WITH MARIN HOUSING FOR THE ADMINISTRATION OF THE BELOW MARKET RATE HOMEOWNERSHIP PROGRAM FOR FISCAL YEAR IN AN AMOUNT NOT TO EXCEED $80,000 SUBNUTTEDByj:~~~#L~dUtt~ Stephanie Lovette, Eco omie Development Manager APPROVED BY: )2fJVfLt:~ Nancy MackIe, City Manager RECOMMENDATION: Staff recommends that the City Council adopt the attached resolution approving an expenditure of affordable housing funds to Marin Housing for the administration and enforcement of the City's Below Market Rate Housing Ownership Program. BACKGROUND: The Housing Authority of the County of Marin ("Marin Housing") has been administering the City's Below Market Rate Housing Ownership ("BMR") Program ("the Program") since its inception in Marin Housing also administers the affordable ownership program for the cities of Corte Madera, Larkspur, Tiburon, Mill Valley and for the County of Marin. The program costs are allocated between the participating jurisdictions. San Rafael has 36% of the BMR inventory and pays 36% of the costs, the County of Marin has 29% of the units, Corte Madera has 10%, Larkspur, Tiburon and Mill Valley have 8% each, and San Anselmo has I % of the units. Each jurisdiction pays for legal costs of associated enforcement actions in its own jurisdiction. ANALYSIS: The City has traditionally funded the Ownership BMR program from the San Rafael Redevelopment Agency's affordable housing fund. The Redevelopment Agency has now been dissolved pursuant to state law, and the City has agreed to be the legal successor to its rights and obligations. FOR CITY CLERK ONLY File No.: ----c:-:c-::---: City Council Meeting: Disposition:

2 Page 2 In 2013, the City Council approved a five year contract with Marin Housing to administer the ownership BMR program, with a ninety-day termination clause. The City Council also approved one year of funding for the contract with the idea that future allocations for the contract would be handled through the annual budget process. This bifurcated process was necessary due to the uncertainty created by the Redevelopment Agency shut down and pending "clean up "legislation at the State. AB 1484, the redevelopment shutdown legislation, included a process to reallocate non-obligated redevelopment agency funds to the local taxing agencies. San Rafael completed the process for the housing funds and lost $1,136,751 of affordable housing funds. The City was able to retain about $490,000 of former Redevelopment Agency housing funds. The City of San Rafael as Housing Successor is allowed to maintain all funds from affordable housing activities of the former Redevelopment Agency. The Housing Successor Agency will receive annual lease payments from Centertown and Lone Palm developments, as well as the net proceeds from the sale of any affordable ownership units. The current balance of the Housing Successor Agency Funds is about $490,000. Pursuant to State Law, these funds must be used to increase or improve the supply of affordable housing serving extremely low and very low income households. In addition, the State Law also allows these funds to be utilized for homeless prevention and rapid rehousing services including direct rental payments and rental vouchers. The City of San Rafael adopted an in lieu housing fee for residential developments in 1988 and a in lieu housing fee for non-residential developments in 2005; collectively the "Affordable Housing In Lieu Fund". The fund currently has a balance of about $1.2 Million. The majority of the account balance is from the in lieu fees required as part of the construction of the Target store. These funds must be used to increase, improve or preserve the supply of affordable housing in the community and on the administrative functions required to carry out that task. These funds can be spent on housing serving low and moderate income households. Staff met with the Finance sub-committee regarding an expenditure plan for the affordable housing funds. Staff recommended, and the sub committee concurred, that the administration of the affordable ownership program should be funded by the City's Affordable Housing In Lieu Fund. The affordable ownership units are occupied by low and moderate income households and therefore do not meet the income requirements of the Successor Agency housing funds. Staff further recommended that the remaining City's Affordable Housing In Lieu Fund and the Successor Agency funds be utilized to assist local nonprofits to acquire and rehabilitate existing rental housing and provide long term affordable housing opportunities for extremely low and very low income households. The sub-committee did not specifically act on this recommendation, suggesting that staff should seek City Council approval for specific property purchases as they arise.

3 Page 3 FISCAL IMPACT: The administration of the affordable ownership housing program will be funded by the City's Affordable Housing In Lieu Fund, which has a current fund balance of about $1.2 Million. The requested allocation for Fiscal Year is $68,655 for annual program administration fee and an additional $11,345 for potential legal fees during this fiscal year. The additional staff recommended amount of Five Hundred Thousand Dollars ($500,000) to maintain the program during for Fiscal Years through will be reserved in the same fund. OPTIONS: I) Adopt the Resolution allocating $80,000 oflow and moderate income housing funds from the City's Affordable Housing In Lieu Fund and reserve $500,000 from the same fund for the program expenses in Fiscal Years through ) Request changes to the resolution and proposed contract. 3) Reject the Resolution. ACTION REQUIRED: Adopt the attached resolution. ATTACHMENT: A: Contract with Marin Housing

4 RESOLUTION NO. RESOLUTION APPROVING AN AGREEMENT WITH MARIN HOUSING FOR THE ADMINISTRATION OF THE BELOW MARKET RATE HOMEOWNERSHIP PROGRAM FOR FISCAL YEAR IN AN AMOUNT NOT TO EXCEED $80,000 WHEREAS, the City of San Rafael General Plan Policy H-19 provides for on site units affordable to very low, low and moderate income households in new residential projects; and WHEREAS, such units provided by developers to comply with the General Plan are known as Below Market Rate Housing ("BMR") units, and each buyer of a BMR unit executes enforceable resale restrictions so the units remain affordable over time; and WHEREAS, for many years the City of San Rafael has hlred the Housing Authority of the County of Marin ("Marin Housing") to administer the City's BMR Ownershlp Housing Program ("the Program"), and to enforce the resale restrictions on BMR units in the Program; and WHEREAS, in March 2013 the City Council approved a five-year contract with Marin Housing for comprehensive administration and management of the Program for Fiscal Year to , with a ninety day notice termination notice by either party; and WHEREAS, the annual cost for administering the program is $68,655. It is estimated that additional funds will be required to pay for legal fees in connection with the enforcement of BMR unit resale restrictions in an amount of $11,345; and WHEREAS, the City of San Rafael adopted an in lieu housing fee for residential developments in 1988 and a in lieu housing fee for non-residential developments in 2005; collectively the "Affordable Housing In Lieu Fund; and WHEREAS, it is proposed that the cost of the Marin Housing contract for armual administration be paid from the Affordable Housing In-Lieu Fund; and WHEREAS, the City of San Rafael desires to assure that the existing and future affordable ownership units will remain as a housing resource for future generations by allocating funds for the management of the program for an additional five years from the Affordable Housing In-Lieu Fund; and WHEREAS, by staff report accompanying this Resolution and incorporated into this Resolution by this reference (the "Staff Report"), the City Council has been provided with additional information upon which the findings and actions set forth in this Resolution are based. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby finds and determines that the above recitals are true and correct and have served as the basis, in part, for the findings and actions of the City Council set forth below.

5 BE IT FURTHER RESOLVED that the City Council hereby approves appropriation of Eighty Thousand Dollars ($80,000) from the City's Affordable Housing In-Lieu Fund for the management and enforcement of the Program for Fiscal Year BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to allocate an additional amount of Five Hundred Thousand Dollars ($500,000) from the City's Affordable Housing In-Lieu Fund to maintain the program during for Fiscal Years through BE IT FURTHER RESOLVED that this Resolution shall take immediate effect upon adoption. I, ESTHER C. BEIRNE, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council held on the sixteenth day of April 2015, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: ESTHER C. BEIRNE, City Clerk

6 Attachment A Agreement for BMR Program Portfolio Management City of San Rafael This Agreement for BMR Program Portfolio Management (the "Agreement") is made and entered into as of March 1, 2013 by and between the Housing Authority of the County of Marin (the "Authority") and the City of San Rafael ("Jurisdiction") relating to Jurisdiction's Below Market Rate Homeownership Program (the "BMR Program," and each unit that is part of the BMR Program is referred to a "BMR Unit"). NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the Authority and Jurisdiction agree as follqws:. I. PROGRAM MANAGEMENT SERVICES. The Authority shall provide the following. services tojurisdiction: A. SALE AND RE-SALE SERVICES. i. Meet with Jurisdiction. and prospective developers to discuss (1) Jurisdiction's inclusionary housing requirements; (2) how those requirements can be satisfied through the BMR Program; and (3) how to detennine a specific "affordable" sales price to be applied to a general income level target. ii. Establish the initial for-sale BMR Unit pricing information for the Below Market Rate Housing Agreement pursuant to the affordability requirements established by Jurisdiction. iii. Conduct resale price evaluations for existing BMR Units for purposes of resale or refinance. iv. Advertise the BMR Progl'am and BMR Units when appropriate and through methods deemed appropriate by the Authority, such as blasts, the Authority website andlor BMR database, and/or mailers to community service providers, and/or lenders. v. Engage licensed real estate broker/agents to list, market, and complete the purchase and sale of BMR Units in ac"ordance with industry standards, while following the BMR Program requirements.. ' vi. Record 01' cause to be recorded, as appropriate, the Resale and Refinancing Restriction Agreement and Option to Purchase. the Authority Deed of Trust and Security Agreement Securing the Resale and Refinance' Restriction d, BelowMarket Rate Portfolio Management Agreement - San Rafael Page 1

7 Agreement and the Notice of Affardability Restrictions and a Request for Copy of Default Notice as appropriate. vii. Consult with Jurisdiction regarding lender requests to modify or subordinate Authority documents and 'obtain consent from Jurisdiction prior to agreeing to any such modification or subordination. viii. Utilize the most current versions of the following documents, in such form as approved by the Jurisdiction, and obtain all necessary signatures thereon, in connection with all BMR Unit conveyances during the tenn of this Agreement: 1. Resale and Refinancing Restriction Agreement and Option to Purchase; 2. Buyer's Disclosure Statement - Marin County Below Market Rate Home Ownership Program; 3. Authority Deed of TnlSt and Security Agreement securing the Resale and Refinancing Restriction Agreement and Option to Purchase; 4. Below Market Rate Housing Agreement (a three-party agreement by and among the Authority, Jurisdiction, and the Developer/Contractor); and 5. Notice of Affordability Restrictions. ix. Subject to availability, provide limited assistance to BMR Unit buyers with obtaining down payment assistance. Assistance programs may include, but are not limited to, the Mortgage Credit Certificate Program (MCC), HOME, CalHome and other programs available to eligible buyers within the JurisdiCtion. x. When a BMR Unit owner notifies Authority of owner's intention to sell their unit, request from such owner information regarding repairs or upgrades completed to that owner's BMR Unit pursuant to Housing Quality Standards and, if appropriate, adjust the sales price for such owner's BMR Unit. xi. Manage applicants for BMR Unit ownership by: 1. Detemlining applicant eligibility pursuant to criteria established in cooperation with Jurisdiction; and 2. Operating a computer-generated lattel], system to select prospective BMR Unit buyers. B. BMR PROGRAM MONITORING SERVICES. i. Authority shall perform annual monitoring of no less than one-third of Jurisdiction's existingbmr Units to atteiilpuo verify compliance with the Resale Restrictions Agreement (e.g.. continuing owner occupancy, no subleasing, no Below Market Rate Portfolio Management Agreement- San Rafael Page 2.

8 refinancing without approval, no over-encumbering, etc.) ~f cert~in existing BMR owners. ii. MHA shall provide semi-annual status reports to Jurisdiction on BMR sales activity, refinancing activity, and other related information that is reasonably requested by the Jurisdiction (e.g., BMR owner demographics, current afford ability levels, issues and concerns, etc.). C. INFORMATION AND EDUCATION. i. Upon request, Authority shall provide Jurisdiction, BMR Program participants, and lenders with information concerning procedures and/or restrictions regarding BMR Unit conveyance, refinancing, and determination of afford ability and capital improvements. ii. Authority shall provide, or cause to be provided, counseling workshops for first-time home buyers concerning credit, qualifying for a loan, loan types and terms, refinancing, fair housing, and/or HOA's. iii. Provide Median Household fucome information to.jurisdiction and prospective developers, and provide relevant information concerning fucome Limits and Median fucome, the relationship between those factors, and how those factors typically are used to determine affordability. D. FEE iv. Provide or cause to be provided periodic newsletters to BMR Unit owners and other stakeholders.. Jurisdiction shall pay Authority $597 pei' BMR Unit, annually, for each BMR Unit that is in the BMR Program, which shall be due to Authority on or before July 1 of each year during the term of this Agreement, commencing on July 1, As of the effective date of this Agreement, the BMR Program is comprised of ONE HUNDRED FIFTEEN (115) BMR Units. Accordingly, Jurisdiction shall pay to Authority SIXTY-EIGHT THOUSAND SIX HUNDRED FIFTY-FIVE DOLLARS ($68,655.00) for the initial 12 months of this Agreement (for services rendered through June 30, The total number of BMR Units may be adjusted from time to time, which would adjust the annual payment that Jurisdiction is obligated to pay to Authority. E. MARKET VALUE SALE Jurisdiction may elect to release a BMR Unit from the BMR Program and its affordabijity and resale restrictions by directing the Authority in writing to resell a BMR Unit at market value of such unit (assuming no afford ability or resale restrictions) ("Market Value Sale"). If Jurisdiction desires for a Market Value Sale to occur, Jurisdiction must provide written notice to Authority of such desire within 10 days of receiving notice from Authority that a BMR Unit will become available for a Market Value Salc and Jurisdiction must loan to Authority sufficient funds to purchase such BMR Unit within 20 days of receiving such notice. After Authority'S om Below Mal'ket Rate Portfolio Management Agreement - San Rafael Page 3

9 consummation of a Market Value Sale, Authority shall keep the difference between the actual sale price of the BMR Unit subject to the Market Value Sale, less (1) brokerage fees and all closing fees, (2) satisfaction of all valid liens that the BMR Unit is subject to if such lien(s) were permitted by relevant agreements with Authority and/or Jurisdiction governing such BMR Unit, and (3) such amount as BMR Unit owner is entitled to receive at the close of a sale of their BMR Unit pursuant to such owner's agreement(s) with Authority andlor Jurisdiction that govern the sale of their BMR Unit (such difference shall be referred to as the "Macket Value Fee"). Authority shall retain the Market Value Fee, and may usc the Market Value Fee to satisfy any funds that Jurisdiction owes to Authority at the time Authority receives the Market Value Fee or any funds that Authority anticipates Jurisdiction will owe to Authority. II. ENFORCEMENT SPECIALIST SERVICES. A. Should the Authority identify BMR Program violations by any BMR Unit owners, the Authority shall promptly notify the Jurisdiction and, upon Jurisdiction's request, the Authority shall contact such BMR Unit owner and demand correction of their violation(s). The Authority, with consent of the Jurisdiction, will attempt to enforce the BMR Resale Restrictions Agreement to secure and preserve the BMR Unit for the Jurisdiction and enforce compliance with the BMR Program, or as otherwise directed by the Jurisdiction with respect to each such BMR Unit. The services performed by Authority pursuant to this sub-section A. shall be referred to as "Enforcement Services." B. FEE TO AUTHORITY FOR ENFORCEMENT SERVICES Enforcement Services will be provided on a case-by-case basis only upon Jurisdiction's written 'consent pursuant to sub-section A, immediately above. Enforcement Services will be provided by an employee of the Authority, and the Authority will charge Jurisdiction $95 per hour if the Enforcement Services are performed by a non-attorney and $145 per hour if the Enforcement Services are performed by an, employee of the Authority that is an attorney. Charges for Enforcement Services wiii be at la hour increments, at a maximum limit of $1,900 per BMR Unit. The Authority will submit detailed monthly billings to Jurisdiction reflecting the Enforcement Services performed. Payment is due on all billings net 30 days from the date Jurisdiction receives the invoice. No fees shah be billed to Jurisdiction in excess of the above maximum without Jurisdiction's prior written approval. Compensation for Enforcement Services will be in addition to the compensation provided to Authority under 'Other provisions of this Agreement. III. BMR PROGRAM DISPUTES. A. LEGAL SERVICES IN THE EVENT OF BMR DEFAULT OPTION EVENTS. BMR Units may be subject to legal disputes, and retaining outside legal counsel to pelfolid services relating to certain BMR Units may become appropriate (with respect to each such BMR Unit, a "Dispute"). The Authority will notify Below Market Rate Portfolio Management Agreement - San Rafael Page 4

10 Jurisdiction within a reasonable period Of time within which Authority learns of a Dispute. In the event Authority notifies Jurisdiction of a Dispute, the Authority may, with Jurisdiction's prior written consent, retain outside legal counsel of Authority's choosing to represent the Authority with respect to each Dispute. The Authority will manage and provide instruction to outside legal counsel, keep Jurisdiction reasonably informed and forward legal counsel's advice to Jurisdiction concerning each Dispute. Any. time expended by Authority employees regarding a Dispute shall also constitute Enforcement Services and will be billed pursuant to Section II. B., above. B. FEE TO AUTHORITY TO REIMBURSE 3 RD PARTY LEGAL SERVICES. The Authority will provide Enforcement Services with respect to each Dispute until the Dispute is resolved. Upon attorneys' fees aj1d costs incurred for a Dispute reaching $5,000 (to be billed on an hourly basis pursuant to standard industry practices, with detailed billings to be provided to Jurisdiction), the Jurisdiction will be briefed on the recommended course of action provided by legal counsel and the Jurisdiction shall provide general direction to Authority with respect to each Dispute. c. EXERCISE OF OPTION TO PURCHASE PURSUANT TO RESALE RESTRICTION AGREEMENT 1. Notice of Option shall: In the event an option to purchase a BMR Unit may be exercised, the Authority i. Notify Jurisdiction in writing within five (5) working days of Authority learning that an option to purchase may be exercised with respect to a BMR Unit (the "Notice"); and. i1. The Notice shall include the option-triggering event, the I;lnticipated resale price, and any other information that may be available to Authority that will assist Jurisdiction in deciding on a course of action. Within ten (10) working days of receipt of the Notice, Jurisdiction shall provide written instructions to the Authority directing the Authority to (1) exercise the Option, (2) assign to Jurisdiction the right to exercise the Option to purchase the BMR Unit with Jurisdiction assuming responsibility to enforce the Resale Restriction Agreement and Deed of Trust and Security Agreement, or (3) file a Notice of Abandonment. 2. Exercise of Option If the Jurisdiction requests that the Authority exercise the Option, the Authority shall: Below Market Rate Portfolio Management Agreement - Sail Rafael Page 5

11 i. Utilize the funds collccted through re-sales of BMR Units within Jurisdiction, if any, to purchase the BMR Unit that is subject to the Notice; or ii. Utilize Authority's line of credit if Authority determines it would not interfere with Authority's operations; provided, however, Authority shall be reimbursed by Jurisdiction such amount that Authority contributes toward the exercise of an option; which reimbursement shall occur immediately upon resale of the BMR Unit subject to such option or 90 days from the Authority's exercise of the Option, whichever occurs earlier. Jurisdiction shall'furnish to Authority a short-term loan in such amount as needed by Authority to. exercise an option if Authority is unable to exercise such option pursuant to sub-sections iv. or v. of this Section III.C. IV. BROKERAGE FEES. Up to 6% of the total sales price of each BMR Unit will be payable to a broker / agent and to the Authority. The precise distribution of the 6% will be dependent on whether there is dual representation of the BMR Unit buyer and seller by an agent / broker. The Authority's portion of the 6% will be used to cover Authority's services in connection with each sale of a BMR Unit, and will be in addition to the compensation pl'ovided to Authority under other provisions of this Agreement. V. BMR PROGRAM HOME OWNER FEES TO AUTHORITY. A. BMR Program Lottery Application Fee - Each person that applies to participate in the BMR Program shall pay to the Authority an annual fee of $25 for the calendar year, and it is payable at the time an application is submitted. This fee entitles the applicant to obtain information about the BMR program, request prequalification, lottery inclusion based on the family composition, and limited assistance in the purchase process. If the applicant has completed a First Time Homeownership Counseling Workshop from a HUD-approved provider prior to applying for the Lottery, the $25 fee will be waived. B. The Authority shall charge owner of a BMR Unit a fee of $50 for preparing a BMR Resale Price valuation. C. The Authority shall charge BMR Unit owners a fee of $50 for the evaluation and approval of capital improvements to be added to the resale price. The fee for this service shall be $100 if a physical inspection is required. The Authority will not consider any capital improvement evaluation request for improvements of less than $1,000. D. Any fees received by the Authority pursuant to this Section V shall be irrevocably retained by the Authority to fund the services it provides for which such fee is Below Market Rate Portfolio Management Agreement - San Rafael Page 6

12 charged, and will be in addition to the compensation provided to Authority under other provisions of this Agreement. VI. JUlUSDICTION RESPONSIBILITIES. Jurisdiction shall:, A. Execute and, if appropriate, record documents that are appropriate or necessary for the operation of the BMR Program and performance of this Agreement and transactions contemplated hereby, including, but not limited to, a three-party (among Authority, Jurisdiction, and a developer/contractor) Below Market Rate Housing Agreement; B. Communicate with Authority, including, but not limited to, meeting with Authority on an annual basis to review the asset management portfolio and the services; C. Assess and pay fees due to Authority as required by this Agreement. The invoiced fees and related expenses shall be paid by Jurisdiction within thirty (30) days of Authority's submission of billings. Jurisdiction further agrees to assume and be solely responsible for all and any payment fo), legal services performed on Jurisdiction's and Authority's behalf per this Agreement. D. Provide, or cause to be provided, access to Authority to any and all Jurisdiction information and documentation necessary for the Authority to perform pursuant to this Agreeme~t, including but not limited to, documents recorded by Jurisdiction. E. Jurisdiction hereby agrees to defend, indemnify and hold harmless Authority and its employees, commissioners, and representatives (each an "Indemnified Party") from and against any and all damages, injuries, claims, liability and expense, whatsoever, including attorneys' fees, costs, and related disbursements (collectively, "Damages"), incurred by reason of a BMR Unit, the BMR Program, or this Agreement, except such Damages caused by the willful misconduct of Authority. This SUb-section E. shall'survive termination of this Agreement. VII. BMR RENTAL PROGRAM MONITORIING. The Authority can provide monitoring services for the Jurisdiction's BMR rental units for an additional fee, MonitoI'ing services include review of Tenant Income Certifications and Certificates of Continuing Compliance provided by a property management company. The,Authority will provide these services upon Jurisdiction's written request to provide rental monitoring services and Authority's written acceptance of Jurisdiction's request. Further, in connection with these monitoring selvices, the Authority has the capacity and expertise to recalculate a schedule of maximum 'allowable BMR rents each time HUD publishes a revised Area Median Income, Utility allowances would also be revised at the same time based on - Below Market Rate Portfolio Management Agreement - San Rafael Page 7

13 the current Section 8 Housing Assistance Payment Program schedule of utility allowances determined by the Authority. The fee for the performance of rental monitoring is $50/per unit per year (but may be adjusted based upon size of property and specific scope of work) and is paid directly to the Authority by the property owner and/or property management company. VIII. TERM OF AGREEMENT Regardless of the term of the BMRResale Restrictions recorded with Jurisdiction's BMR Units, the term of this Agreement shall be for five (5) years from the date of this Agreement, and will automatically renew for additional two (2) year terms, unless either party notifies the other in writing of its intention to tenninate this Agreement at least 90 days prior to the expiration of the initial term or any renewal term. IX. MISCELLANEOUS a. INTEGRATION CLAUSE This Agreement constitutes the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement, and there are no other terms, obligations, covenants, representations, statements, or conditions except as set forth in this Agreement. No change or amendment to this Agreement will be effective unless in writing and signed by the parties to this Agreement. Failure to insist upon strict compliance with al}y tenn or provision of this Agreement will not be deemed to be a waiver of any rights under a subsequent act or failure to act. This Agreement specifically supersedes all prior agreements between the parties. b. CONSTRUCTION The Parties to this Agreement have been represented by counsel in the negotiation and preparation of this Agreement, and this Agreement will be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement. c. COUNTERPART ORIGINALS This Agreement may be executed in one or more counterparts, each of which will be deemed an original. but all of which together will constitute one and the same agreement. Facsimile or PDF copies of signed signature pages shall be binding originals.. d. SEVERABILITY In the event that for any reason one or more of the provisions of this Agreement or its or their application to any person or circumstance is held to be invalid, illegal. or unenforceable in any respect or to any cxtent, such provisions will, nevertheless, remain valid, legal, and enforceable in all other respects and to such extent as may be permissible, and, in addition, any such invalidity, illegality, or unenforceability will not affect any other provision hereof. but this Below Market Rate Portfolio Management Agreement - San Rafael Page 8

14 Agreement will be construed as if snch invalid, illegal, or unenforceable provision had never, been contained herein, ' e.notices Any notice or connnunication required or permitted under this Agreement must be sent by (provided delivery is confirmed) or U.S. Mail (certified only) return receipt requested pursuant to the addresses set forth immediately below, or at such other addresses as shajl be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received., Authority: Housing Authority of the County of Marin: Attention: Executive Director 4020 Civic Center Drive San Rafael, CA Jurisdiction: City of San Rafael Attention: Economic Development Director 1400 Fifth Avenue P.O. Box San Rafael, CA Below Market Rate Portfolio Management Agreement - Sail Rafael Page 9

15 IN WITNESS WHEREOF, the Housing Authority of the County of Marin and the City of San Rafael, have ex:ecuted this Agreement as of the date first written above. The undersigned represent and warrant that hel she has full power and authority to enter into this Agreement and to bind each other in accordance with its terms. For the City of San Rafael: Authorized Signatory: Date For the Housing Authority of the County of Marin: Executive Director Date Approved as to Form: County of Marin Housing Authority Counsel Date ==========================END OF AGREEMENT=================== Below Market Rate Portfolio ManagementAgreement - San Rafael 10 Page