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HomeMy WebLinkAboutMINUTES - 12151992 - 1.129 ... ;. . 1.129 HOUSING AUTHOR/TY OF THE COUNTY OF CONTRA COSTA TO: BOARD OF COMMISSIONERS FROM: Richard J. Martinez, Acting Interim Executive Director DATE: December 15, 1992 SUBJECT: CASA DEL RIO SENIOR HOUSING DEVELOPMENT APPROVAL OF SUBORDINATION AND INDEMNITY AGREEMENTS I. RECOMMENDED ACTION: APPROVE Secured and Unsecured Indemnity Agreement and Subordination Agreements (Disposition and Development Agreement) and, subject to review by County Counsel, AUTHORIZE the Interim Acting Executive Director to execute the same, and any other documents related thereto or otherwise required to close and secure authorized loans . II . FISCAL IMPACT: Unknown. III. BACKGROUND/REASONS FOR RECOMMENDATION: The Board of Commissioners has authorized the execution of loan documents necessary to secure a $2, 650,000 construction loan from Bank of America State Bank, a $3, 085,597 loan from the State of California Department of Housing and Community Development Rental Housing Construction Program (RHCP) and permanant financing of $2, 295, 000 from California Housing Finance Agency (CHFA) . As a condition precedent to obtaining the loans, the lenders have required the Housing Authority to enter into agreements subordinating its rights and obligations under the Development and Disposition Agreement entered into on August 28, 1990, by and between the City of Antioch, the Antioch Development Agency and the Housing Authority. Bank of America State Bank has also required the Housing Authority .to enter into a Secured and Unsecured Indemnity Agreement in ;the form attached. VI. CONSEQUENCES OF NEGATIVE ACTION Should the Board of Commissioners elect not to authorize the Acting Interim Executive Director to execute the documents required to secure the various loans the Housing Authority may not be able to obtain financing for this project. CONTINUED ON ATTACHMENT: YES SIGNATURE �� RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON v"� ,�J I5, /y 9� APPROVED AS RECOMMENDED _ OTHER VOTE OF COMMISSIONERS tl I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENTTRUE AND CORRECT COPY OF AN AYES: . NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF r; COMMISSIONERS ON THE DATE SHOWN. Orig: Housing Authority ATTESTED cc: County Counsel PHIL BATCHELOR, CLERK OF THE BOARD OF COMMISSIONERS 1.: AND COUNTY ADMINISTRATOR s1a4\a:\boardord\casade1.rio BY ��� ' DEPUTY u � 112. : SECURED AND UNSECURED INDEMNITY AGREEMENT This Secured and Unsecured Indemnity Agreement ("Agreement") is made as of , 1992, by the HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA, a public body corporate and politic ("Indemnitor"), in favor of BANK OF AMERICA STATE BANK, a state chartered bank ("Bank"). Factual Background A. Indemnitor is executing this Agreement to induce Bank to make a construction loan (the "Loan") to Indemnitor in the principal amount of TWO MILLION SIX HUNDRED TWO THOUSAND FIVE HUNDRED EIGHTY-SEVEN AND NO/100THS DOLLARS ($2,602,587.00). The Loan is being made under a construction loan agreement (the "Loan Agreement") entered into as of 1992, between Bank and Indemnitor. B. The Loan is evidenced by a promissory note (the "Note") made payable to Bank in the principal amount of the Loan. The Loan is secured by a deed of trust ("Deed of Trust") and may also be secured by other collateral, as more fully explained in the Loan Agreement. C. Because Bank is making the Loan and obtaining the Deed of Trust, Bank may potentially become subject to certain costs, risks and liabilities. . Among other things, Bank may become subject to liabilities or alleged liabilities relating to environmental conditions as an "owner" or "operator" under applicable environmental law. These costs and liabilities may .arise before or after repayment of the Loan, and before or after foreclosure under the Deed of Trust. Because these costs and liabilities, if they occur, will be the result of Bank's agreement to make the Loan, and in consideration of that agreement, Bank and Indemnitor have agreed as set forth below. n:\llombard\hacccsec.ind 14640/043090 -1- L Definitions In addition to any terms defined elsewhere in this Agreement, as used in this Agreement: 1.1 "Hazardous Substance" means any substance, material or waste (including petroleum and petroleum products) which is or becomes designated, classified or regulated as being "toxic" or "hazardous" or a "pollutant," or which is or becomes similarly designated, classified or regulated, under any federal, state or local law, regulation or ordinance. 1.2 "Indemnified Costs" means all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bank's counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property, as defined below, or any other property), or any resulting damages, harm or injuries to the person or property of any third parties or to any natural resources. 1.3 "Indemnified Parties" means and includes Bank, its parent, subsidiary and affiliated companies, assignees of any of Bank's interest in the Loan or the Loan Documents, owners of participation or other interests in the Loan or the Loan Documents, any purchasers of the Property at any foreclosure sale or from Bank or any of its affiliates, and the officers, directors, employees and agents of each of them. 1.4 "Loan Documents" means the agreements, instruments and documents defined and designated as such in the Loan Agreement. This Agreement is one of the Loan Documents. 1.5 "Property" means all property that is or was at any time encumbered by the Deed of Trust, which may later include any and all property previously released from it. 1.6 "Reference-based Rate" means the rate of interest defined as such in the Note. n:\11ombard\hacccsec.ind 14640/043090 -2- II. Secured Indemnity Agreement 2.1 Claims Under Secured Agreement No Indemnified Party shall make any claim under this Article II (except any rights asserted in a complaint for a deficiency judgment in a then-pending judicial foreclosure action) after the earliest to occur of: (a) full and final repayment of the Loan; or (b) the completion of a judicial or nonjudicial foreclosure sale under the Deed of Trust; or (c) the acquisition of the Property by Bank or an affiliate of Bank by a conveyance in lieu of foreclosure. 2.2 Secured Recourse Obligation All of the rights of the Indemnified Parties under this Article II shall be secured by the Deed of Trust. Notwithstanding any provision of the Loan Documents, the rights of the Indemnified Parties under this Article II shall not be affected by any provision of the Loan Documents limiting Bank's recourse or limiting Indemnitor's liability for the Loan. 2.3 Indemnity Regarding Hazardous Substances Indemnitor indemnifies and holds the Indemnified Parties harmless from and against any and all Indemnified Costs directly or indirectly arising out of or resulting from any Hazardous Substance being present or released in, on or around any part of the Property, or in the soil, groundwater or soil vapor on or under the Property, including: (a) any claim for such Indemnified Costs asserted by any federal, state or local governmental agency, including the United States Environmental Protection Agency and the California Department of Health Services, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an "owner" or "operator" of the Property under any law relating to Hazardous Substances; and n:\llombard\hacccsec.ind 14640/043090 -3- (b) any such Indemnified Costs claimed against any Indemnified Party by any person other than a governmental agency, including any person who may purchase or lease all or any portion of the Property from Indemnitor, from any Indemnified Party, or from any other purchaser or lessee; any person who may at any time have any interest in all or any portion of the Property; any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the Property; and any person claiming to have been injured in any way as a result of exposure to any Hazardous Substance; and (c) any such Indemnified Costs which any Indemnified Party reasonably believes at any time must be incurred to comply with any law, judgment, order, regulation or regulatory directive relating to Hazardous Substances, or which any Indemnified Party reasonably believes at any time must be incurred to protect the public health or safety; and (d) any such Indemnified Costs resulting from currently existing conditions in, on or around the Property, whether known or unknown by Indemnitor or the Indemnified Parties at the time this Agreement is executed, and any such Indemnified Costs resulting from the activities of Indemnitor, Indemnitor's tenants, or any other person in, on or around the Property. 2.4 IndemnityRegarding Construction and Other Risks Indemnitor indemnifies and holds the Indemnified Parties harmless from and against any and all Indemnified Costs directly or indirectly arising out of or resulting from construction of any improvements on the Property, including any defective workmanship or materials; or any failure to satisfy any requirements of any laws, regulations,ordinances, governmental policies or standards, reports, subdivision maps or development agreements that apply or pertain to the Property; or breach of any representation or warranty made or given by Indemnitor to any of the Indemnified Parties or to any prospective or actual buyer of all or any portion of the Property; or any claim or cause of action of any kind by any party that any Indemnified Party is liable for any act or omission of Indemnitor or any other person or entity in connection with the ownership, sale, operation or development of the Property. n:\11ombard\hacccsec.ind 14640/043090 -4- 2.5 Defense of Indemnified Parties Upon demand by any Indemnified Party, Indemnitor shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with Indemnitor or any other person, all at Indemnitor's own cost and by counsel to be approved by the Indemnified Party in the exercise of its reasonable judgment. In the alternative, any Indemnified Party may elect to conduct its own defense at the expense of Indemnitor. 2.6 Representation and Warranty Regarding Hazardous Substances Before signing this Agreement, Indemnitor researched and inquired into the previous uses and owners of the Property. Based on that due diligence, Indemnitor represents and warrants that to the best of its knowledge, no Hazardous Substance has been disposed of or released, or otherwise now exists, in, on, under or around the Property, except as Indemnitor has disclosed to Bank in writing. 2.7 Compliance Regarding Hazardous Substances Indemnitor has complied, and shall comply and cause all tenants and any other persons who may come upon the Property to comply, with all laws, regulations and ordinances governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. Indemnitor also has complied and shall comply with the recommendations of any qualified environmental engineer or other expert which apply or pertain to the Property. 2.8 Notices Regarding Hazardous Substances Indemnitor shall promptly notify Bank if it knows, suspects or believes there may be any Hazardous Substance in or around the Property, or in the soil, groundwater or soil vapor on or under the Property, or that Indemnitor or the Property may be subject to any threatened or pending investigation by any governmental agency under any law, regulation or ordinance pertaining to any Hazardous Substance. n:\11ombard\hacccsec.ind 14640/043090 -5- 2.9 Site Visits, Observations and Testing The Indemnified Parties and their agents and representatives shall have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, taking and removing soil or groundwater samples, and conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by any Indemnified Party shall impose any liability on any Indemnified Party. In no event shall any site visit,- observation or testing by any Indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the Property, or that there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither Indemnitor nor any other party is entitled to rely on any site visit, observation or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Indemnitor or any other party against, or to inform Indemnitor or any other party of, any Hazardous Substances or any other adverse condition affecting the Property. Any Indemnified Party shall give Indemnitor reasonable notice before entering the Property. The Indemnified Party shall make reasonable efforts to avoid interfering with Indemnitor's use of the Property in exercising any rights provided in this Section. 2.10 Costs and Expenses Indemnitor agrees to pay all of the Indemnified Parties' costs and expenses, including attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including all such costs and expenses which may be incurred by any Indemnified Party in any legal action, reference or arbitration proceeding. From the time(s) incurred until paid in full to the Indemnified Party, those sums shall bear interest at the Reference-based Rate. n:\11ombard\hacccsec.ind 14640/043090 -6- III. Unsecured Indemnity Agreement 3.1 Claims Under Unsecured Agreement No Indemnified Party shall make any claim under this Article III for indemnity against any Indemnified Cost: (a) which was actually known to the Indemnified Party prior to the first to occur of: (i) full and final repayment of the Loan; or (ii) the completion of a judicial or nonjudicial foreclosure sale under the Deed of Trust; or (iii) the acquisition of the Property by Bank or an affiliate of Bank by a conveyance in lieu of foreclosure; and (b) which could have been lawfully and properly included as part of the secured indebtedness under the Deed of Trust in proceedings for a deficiency judgment following a judicial foreclosure sale of the Property. 3.2 Not Secured By Deed of Trust Notwithstanding any provision of the Loan Agreement, the Deed of Trust or any of the Loan Documents, the rights of the Indemnified Parties under this Article III shall not be secured by the Deed of Trust. Notwithstanding any provision of the Loan Documents, the rights of the Indemnified Parties under this Article III shall not be affected by any provision of the Loan Documents limiting Bank's recourse or limiting Indemnitor's liability for the Loan. 3.3 Indemnity Regarding Hazardous Substances Indemnitor indemnifies and holds the Indemnified Parties harmless from and against any and all Indemnified Costs directly or indirectly arising out of or resulting from any Hazardous Substance being present or released in, on or around any part of the Property, or in the soil, groundwater or soil vapor on or under the Property, including: (a) any claim for such Indemnified Costs asserted by any federal, state or local governmental agency, including the United States Environmental Protection Agency and the California Department of Health Services, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an "owner" or "operator" of the Property under any law relating to Hazardous n:\11ombard\hacccsec.ind 14640/043090 -7- Substances; and (b) any such Indemnified Costs claimed against any Indemnified Party by any person other than a governmental agency, including any person who may purchase or lease all or any portion of the Property from Indemnitor, from any Indemnified Party, or from any other purchaser or lessee; any person who may at any time have any interest in all or any portion of the Property; any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the Property; and any person claiming to have been injured in any way as a result of exposure to any Hazardous Substance; and (c) any such Indemnified Costs which any Indemnified Party reasonably believes at any time must be incurred to comply with any law, judgment, order, regulation or regulatory directive relating to Hazardous Substances, or which any Indemnified Party reasonably believes at any time must be incurred to protect the public health or safety; and (d) any such Indemnified Costs resulting from currently existing conditions in, on or around the Property, whether known or unknown by Indemnitor or the Indemnified Parties at the time this Agreement is executed, and any such Indemnified Costs resulting from the activities of Indemnitor, Indemnitor's tenants, or any other person in, on or around the Property. 3.4 Indemnity Regarding Construction and Other Risks Indemnitor indemnifies and holds the Indemnified Parties harmless from and against any and all Indemnified Costs directly or indirectly arising out of or resulting from construction of any improvements on the Property, including any defective workmanship or materials; or any failure to satisfy any requirements of any laws, regulations, ordinances,governmental policies or standards,reports, subdivision maps or development agreements that apply or pertain to the Property; or breach of any representation or warranty made or given by Indemnitor to any of the Indemnified Parties or to any prospective or actual buyer of all or any portion of the Property; or any claim or cause of action of any kind by any party that any Indemnified Party is liable for any act or omission of Indemnitor or any other person or entity in connection with the ownership, sale, operation or development of the Property. n:\11ombard\hacccsec.ind 146401043090 -8- 3.5 Defense of Indemnified Parties Upon demand by any Indemnified Party, Indemnitor shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with Indemnitor or any other person, all at Indemnitor's own cost and by counsel to be approved by the Indemnified Party in the exercise of its reasonable judgment. In the alternative, any Indemnified Party may elect to conduct its own defense at the expense of Indemnitor. 3.6 Representation and Warranty Regarding_ Hazardous Substances Before signing this Agreement, Indemnitor researched and inquired into the previous uses and owners of the Property. Based on that due diligence, Indemnitor represents and warrants that to the best of its knowledge, no Hazardous Substance has been disposed of or released, or otherwise now exists, in, on, under or around the Property, except as Indemnitor has disclosed to Bank in writing. 3.7 Compliance Regarding Hazardous Substances Indemnitor has complied, and shall comply and cause all tenants and any other persons who may come upon the Property to comply, with all laws, regulations and ordinances governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers of all or any portion of the Property. Indemnitor also has complied and shall comply with the recommendations of any qualified environmental engineer or other expert which apply or pertain to the Property. 3.8 Notices Regarding Hazardous Substances Indemnitor shall promptly notify Bank if it knows, suspects or believes there may be any Hazardous Substance in or around the Property, or in the soil, groundwater or soil vapor on or under the Property, or that Indemnitor or the Property may be subject to any threatened or pending investigation by any governmental agency under any law, regulation or ordinance pertaining to any Hazardous Substance. n:\11ombard\hacccsec.ind 14640/043090 -9- 3.9 Site Visits, Observations and Testing The Indemnified Parties and their agents and representatives shall have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, taking and removing soil or groundwater samples, and conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by any Indemnified Party shall impose any liability on any Indemnified Party. In no event shall any site visit, observation or testing by any Indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the Property, or that there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither Indemnitor nor any other party is entitled to rely on any site visit, observation or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Indemnitor or any other party against, or to inform Indemnitor or any other party of, any Hazardous Substances or any other adverse condition affecting the Property. Any Indemnified Party shall give Indemnitor reasonable notice before entering the Property. The Indemnified Party shall make reasonable efforts to avoid interfering with Indemnitor's use of the Property in exercising any rights provided in this Section. 3.9 Costs and Expenses Indemnitor agrees to pay all of the Indemnified Parties' costs and expenses, including attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including all such costs and expenses which may be incurred by any Indemnified Party in any legal action, reference or arbitration proceeding. From the time(s) incurred until paid in full to the Indemnified Party, those sums shall bear interest at the Reference-based Rate. n:\11ombard\hacccsec.ind 14640/043090 -10- IV. General Provisions 4.1 Events of Default Bank may declare Indemnitor to be in default under this Agreement upon the occurrence of any of the following events ("Events of Default"): (a) Indemnitor fails to perform any of its obligations under this Agreement; or (b) Indemnitor revokes this Agreement or this Agreement becomes ineffective for any reason. 4.2 Reservation of Other Rights and Remedies Nothing in this Agreement shall be construed to limit any claim or right which any Indemnified Party may otherwise have at any time against Indemnitor or any other person arising from any source other than this Agreement, including any claim for fraud, misrepresentation, waste or breach of contract other than this Agreement, and any rights of contribution or indemnity under federal or state environmental law or any other applicable law, regulation or ordinance. 4.3 Delay; Cumulative Remedies If any Indemnified Party delays in exercising or fails to exercise any right or remedy against Indemnitor, that alone shall not be construed as a waiver of such right or remedy. All remedies of any Indemnified Party against Indemnitor are cumulative. 4.4 Rules of Construction In this Agreement, the word "person" includes any individual, company, trust or other legal entity of any kind. If this Agreement is executed by more than one person, the word "Indemnitor" includes all such persons. The word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa. All headings appearing in this Agreement are for convenience only and shall be disregarded in construing this Agreement. n:\11ombard\hacccsec.ind 14640/043090 -11- 4.5 Reference and Arbitration (a) Judicial Reference In any judicial action between or among the parties, including any action .or cause of action arising out of or relating to this Agreement or the Loan Documents or based on or arising from an alleged tort, all decisions of fact and law shall at the request of any party be referred to'a referee in accordance with California Code of Civil Procedure Sections 638 et seM,c . The parties shall designate to the court a referee or referees selected under the auspices of the American Arbitration Association ("AAA") in the same manner as arbitrators are selected in AAA-sponsored proceedings. The presiding referee of the panel, or the referee if there is a single referee, shall be an active attorney or retired judge. Judgment upon the award rendered by such referee or referees shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645. (b) Mandatory Arbitration After the Deed of Trust has been released, fully reconveyed or extinguished, any controversy or claim between or among the parties, including those arising out of or relating to this Agreement or the Loan Documents and any claim based on .or arising from an alleged tort, shall at the request of any party be determined by arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the AAA. The arbitrator(s) shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. n:\11ombard\hacccsec.ind 14640/043090 -12- (c) Real Property Collateral Notwithstanding the provisions of subsection 4.5(b), no controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim arises from'or relates to an obligation to Bank which is secured by real property collateral. If all parties do not consent to submission of such a controversy or claim to arbitration, the controversy or claim shall be determined by reference as provided in subsection 4.5(a). (d) Provisional Remedies, Self-Help and Foreclosure No provision of this Section 4.5 shall limit the right of any party to this Agreement to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At Bank's option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure. 4.6 Severability Every provision of this Agreement is intended to be severable. In the event any term, provision, section or subsection of this Agreement is declared to be illegal or invalid, for any reason whatsoever, by a court of competent jurisdiction, such illegality or invalidity shall not affect the other terms, provisions, sections or subsections of this Agreement, which shall remain binding and enforceable. 4.7 In-House Counsel Fees Whenever Indemnitor is obligated to pay or reimburse any Indemnified Party for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. n:\11ombard\hacccsec.ind 14640/043090 -13- 4.8 Integration: Modifications The Loan Documents, including this Agreement, (a) integrate all the terms and conditions mentioned in or incidental to this Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in the Loan Documents and as the complete and exclusive statement of the terms agreed to by the parties. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in the Loan Documents. This Agreement may not be modified except in a writing signed by both Bank and Indemnitor. 4.9 Miscellaneous The provisions of this Agreement shall bind and benefit the heirs, executors, administrators, legal representatives, successors and assigns of Indemnitor and the Indemnified Parties; provided, however, that Indemnitor may not assign this Agreement, or assign or delegate any of its rights or obligations under this Agreement, without the prior written consent of Bank in each instance. The liability of all persons who are in any manner obligated under this Agreement shall be joint and several. Any Indemnitor who is married agrees that any Indemnified Party may look to all of his or her community property and separate property to satisfy his or her obligations under this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Indemnitor: Address Where Notices to Indemnitor are to be Sent: HOUSING AUTHORITY OF THE COUNTY Housing Authority of the County of OF CONTRA COSTA, a public body Contra Costa corporate and politic 3133 Estudillo Street Martinez, California 94553 By: Attention: Marge L. Gladman Name: Title: n:\11ombard\hacccsec.ind 14640/043090 -14-