MEMORANDUM OF UNDERSTANDING

This AGREEMENT is entered into effective this ____ day of __________, ______ by
and between NEVADA RURAL HOUSING AUTHORITY, a political subdivision of
the State of Nevada (hereafter “NRHA”) and City of Mesquite, a municipality in the
State of Nevada (hereinafter referred to as “ City”).

RECITALS

Whereas, The City has identified the need to develop both affordable housing and
community amenities within the City of Mesquite, in the State of Nevada; and,

Whereas, The City seeks to pursue development opportunities with NRHA, and others,
to meet the growing housing and community needs of the citizens in Mesquite. Further,
the City and NRHA both desire to form a mutually beneficial relationship that will create
quality housing opportunities for those who presently reside in and around Mesquite,
Nevada, with a primary focus on workforce, senior and special needs housing initiatives;
and

Whereas, The City has obtained a Housing Gap Analysis / Housing Assessment /
Housing Study for Mesquite, Northeast Clark County, Nevada, dated December 6, 2016,
as prepared by William Brewer, Nevada Rural Housing Authority, which identifies the
difference between the current housing stock and the projected housing demand in
Mesquite; and,

Whereas, The parties to this agreement desire to work together to develop such housing
on land sites in the City of Mesquite, (hereinafter referred to as “the initiative” or “the
overall initiative”). Any land sites to be identified for use in connection with the
initiative may well consist of lands acquired by or from individual property owners
and/or land that has been donated or contributed to the City or other relative government
authority, or otherwise acquired by the City or other relative government authority for
whatever reason that can be efficiently utilized for the purpose of effectively supporting
the overall initiative: and,

Whereas, Should the local High School or trade school in Mesquite desire to offer
vocational training programs in the housing construction trades. As a part of the long
term development goals associated with vocational training and development, the City
and NRHA, in cooperation with local business and industries, are committed to
expanding or developing a program by providing some lots within future land sites to
support these types of training and educational programs. The City may want to commit
future land sites to support these types of programs; and,
Whereas, NRHA, through its Real Estate services and associated community partners,
desires to assist the City of Mesquite in its efforts to develop such quality housing
opportunities in the process of effectively developing the initiative, and NRHA has the
expertise to advise, guide and assist the City as they explore methods to address site
development, establish quality housing product designs and delivery, and to seek the
financing required for the proposed housing projects that are to be realized in connection
with the overall initiative.

IT IS, NOW THEREFORE, AGREED AS FOLLOWS:

1. As soon as possible, following the effective date of this agreement (hereinafter

referred to as the “Start up Period”), The City and NRHA will participate in a series
of discovery meetings to be held in Mesquite, between City representatives (as
determined by the governing body of the City), any City officials, and local
businesses and industries as required, in order for NRHA to better understand the
community dynamics and community priorities for addressing the immediate need
and current pricing for affordable housing in the area, or areas, where it will have
been determined that such housing should be provided, and to work together to
identify specific land sites required to initially support those initiatives by creating a
working list of “realistic proposed housing development sites”.

2. Immediately following the completion of those meetings, NRHA will prepare a

written summary of the elements of development and design that will be required to
identify the specific development plan for each proposed site to be placed under
specific consideration with respect to each proposed affordable housing development
effort. NRHA will then prepare and distribute a DRAFT of a “Proposed Site
Development (or Redevelopment) Outline” with respect to each applicable land site
based on the visioning information provided by those in attendance at those meetings
held during the start up period.

3. Within 30 days of receipt of a “DRAFT” of the “Proposed Site Development (or

Redevelopment) Outline” from NRHA, representatives from the City will review and
provide appropriate comment back to NRHA on the “DRAFT” document for each
site selected for consideration under each proposed affordable housing initiative
respectively. The purpose of each review, as performed by the City will be to ensure,
that in consideration of any proposed plan being ultimately adopted and/or initiated
by the parties to this Agreement, that all required governmental laws, regulations and
procurement policies have been met to the City’s and NRHA’s satisfaction. The
final distribution of any “Proposed Site Development (or Redevelopment) Outline”
will include the parties to this agreement, the authorized representatives of any third
party interests applicable to each specific proposed transaction as identified under the
specific initiative in progress, and those representatives of the business community at
large that the City and NRHA may jointly deem appropriate.
4. Within a reasonable period of time following NRHA’s receipt of the official
comments regarding the “Proposed Site Development (or Redevelopment) Outline”,
NRHA will prepare written comments and opinions on the adoption of a finalized
development or redevelopment proposal on a case by case basis for each specific site
placed under consideration with respect to the overall affordable housing initiative.
NRHA will submit its comments and recommendations to the City and those
authorized representatives of any third party interest(s) applicable to each specific
proposed transaction for their final comment and consideration.

5. Within a reasonable period of time following the receipt of NRHA’s written

comments and opinions on the adoption of any specific “Proposed Site Development
(or Redevelopment) Outline”, the City, and those authorized representatives of any
third party interest(s) applicable to each specific proposed transaction, will submit
their final comments and considerations to NRHA.

6. Within a reasonable period of time following NRHA’s receipt of the final comments
to a specific “Proposed Site Development (or Redevelopment) Outline”, NRHA, in
association with the City and the authorized representatives of any third party
interest(s) applicable to each specific proposed transaction as identified under each
initiative respectively, will establish the “Adopted Site Development (or
Redevelopment) Plan” for each specific site to be developed.

7. Within 30 days of establishing any “Adopted Site Development (or Redevelopment)

Plan”, for any land site under consideration under the terms and conditions of this
agreement, NRHA will draft a “Cooperative Agreement” to be entered into between
the City, any third party interest(s) applicable to each specific proposed transaction as
identified under the initiative, and NRHA. The purpose of any Cooperative
Agreement will be to identify and document the actual role and the fiscal
responsibility of each party respectively regarding the proposed development, or the
redevelopment, of any specific land site, or existing property, to be improved in
connection with the adopted affordable housing initiative. In addition, The
Cooperative Agreement will set forth the manner in which the ownership of each
specific land site under consideration is to be transferred to the NRHA, or other
suitable ownership entity, for the sole purpose of developing the proposed site(s). All
parties to the Cooperative Agreement will each agree to employ or otherwise engage,
separately and independently of each other, its own professional legal counsel capable
of handling the real estate business affairs of their party necessary to properly and
effectively negotiate and facilitate the development initiative as proposed by the
Cooperative Agreement.

Both parties to this agreement understand, and agree, that upon completion of any of the
work performed by either party, as outlined in this Memorandum of Understanding, that
both parties shall be entitled to the full recovery of their respective costs incurred in
connection with the performance of their duties as outlined in this Memorandum of
Understanding with specific respect to the development and/or the redevelopment of any
specific land site for which an “Adopted Site Development (or Redevelopment) Plan” has
been created. Such costs shall be due and payable from any monies received by either
party, and/or their respective representatives, agents or business associations, in
connection with the actual development of any land site falling into this category,
regardless as to whether or not a Cooperative Agreement, or any other type of contractual
agreement is established between the parties, and any such payment of those costs to be
reimbursed shall be paid based on a prorated basis if necessary from any funds received
by either party in connection with the future development of any specific land site placed
under consideration in this agreement.

The parties further understand and agree that both parties to this agreement shall, to the
best of their ability, use, and/or otherwise apply for, those public funds that are, or that
may in the future, become available whether through various private or public grant
funding sources, various types of local government, state or federal housing funding
development assistance programs, private or public contributions, and/or the like.
Further, any such funds that may be obtained in connection with the initiative, and/or
utilized to fund the initiative, ether in whole or in part, shall be applied first, to any use of
funds requirements as set forth in those source funding documents governing the use and
application of any such funds advance, and second, to the recovery of those costs as
prescribed to in this Memorandum of Understanding.

It is further understood and agreed that any additional predevelopment or development

costs, agreements, or contracts, either for locating and/or obtaining financial assistance or
otherwise, will be separate and apart from the completion of the duties outlined in this
Memorandum of Understanding.

NRHA covenants and agrees to indemnify, defend, and hold harmless the City, and its
authorized representatives, from and against any and all claims, suits, losses, judgments,
damages, and liabilities including any investigation, legal, and other expenses incurred in
connection with any amount paid in settlement of any claim, action, suit, or proceeding,
to which the City may become subject, unless such claims, suits, losses, judgments,
damages, and liabilities arise out of or are based upon the willful misconduct and/or gross
negligence of the City, and/or that of its authorized representatives.

The City covenants and agrees to indemnify, defend, and hold harmless NRHA from and
against any and all claims, suits, losses, judgments, and damages, and liabilities including
investigation, legal, and other expenses incurred in connection with any amount paid in
settlement of any claim, action, suit, or proceeding, to which NRHA may become subject,
unless such claims, suits, losses, judgments, damages, and liabilities arise out of or are
based upon the willful misconduct and/or gross negligence of NRHA.

This MOU may be terminated with or without cause by either party at any time provided
that the termination shall not be effective until 30 days after the party has been served
written notice of termination. If funding for any of the work included herein is
withdrawn, or otherwise eliminated or significantly reduced, and the notice of withdrawal
specifies that as the reason therefore, such a withdrawal shall be effective immediately.
Both parties further understand and agree that any such withdrawal will not eliminate or
otherwise relinquish either party’s entitlement to the recovery of costs incurred up to the
effective date of any such withdrawal as provided for in this agreement.

This AGREEMENT is effective this _______ day of ________________, _________.

By and Between,

NEVADA RURAL HOUSING AUTHORITY

By:
D. Gary Longaker
Title: Executive Director

Date:

And,

The City of Mesquite, Nevada:

By:

Title:

Date: