Antioch City Council
July 28, 2026

California Supportive Housing
CSH Mahogany Housing LP
City of Antioch
Punit Bhargava
Chief Executive Officer and President
California Supportive Housing
a California nonprofit public benefit corporation
By: ______________________________
Date: ___________________
Address:
1015 Saint Joseph Avenue
Los Altos, CA 94024
Bessie Marie Scott
City Manager
City of Antioch
a municipal corporation
By: ______________________________
Date: ___________________
Address:
200 H Street
Antioch, CA 94509
DRAFT

STATE OF CALIFORNIA

STANDARD AGREEMENT
STD 213 (Rev. 04/2020) 25-HK+-18913

California Supportive Housing
CSH Mahogany Housing LP
City of Antioch
CSH Mahogany Housing LP
a California For Profit Limited Partnership
Its: General Partner
By: CSH Mahogany LLC
a California For Profit a California limited liability company Its: Managing Member
By: California Supportive Housing
a California nonprofit public benefit corporation
Chief Executive Officer and President
Punit Bhargava
By: ______________________________ Date: ___________________ Address:
1015 Saint Joseph Avenue
Los Altos, CA 94024
Prep Date: 03/16/2026
DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

PROJECT-SPECIFIC PROVISIONS AND SPECIAL TERMS AND CO
NDITIONSd

1. PROJECT-SPECIFIC PROVISIONS
Pr
oject Name: CSH Mahogany Housing
Address: 2436 Mahogany Way Antioch, CA 94509
Assessor Parcel Numbers (APNs): 0743700338
A. Award, Payee and Eligible Use(s)
The Department issued the Grantee a Homekey+ Program Conditional Award Letter dated March 16th, 2026. The Award is a grant in the amount of $34,900,000.00. The Payee of these funds is the City of Antioch. Grantee will use the funds to provide Permanent Supportive Housing for the Target Population and subpopulations in the Homekey+ Assisted Units as specified in the unit mix chart included herein. Specifically, the Grantee will apply these funds towards the following eligible use(s):
1) Acquisition and rehabilitation of a motel to provide Permanent Supportive Housing for the Target Population.
2) Capitalized operating subsidy for the Homekey+ Assisted Units 3) Homekey+ Veteran Units Additional Operating Award
B. Homekey+ Award.

The Homekey+ Award is comprised of:

Total Award $34,900,000
Capital Award $27,500,000
Acquisition $14,350,000
Rehabilitation & Development $13,150,000
Relocation Award $0.00
Operating Award $7,056,000
Veteran Units Additional Operating Award $344,000
C. Unit Mix [see next page]
DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

D.

Table 1: Homekey+ Unit Mix

Number of
Bedrooms
Number
of
Homekey
+ Funded
Units
AMI%
or
Manag
er Unit
Homekey+
Population
Restriction to
Subset of
Homekey+
Population
All foregoing
subpopulations
must include
Behavioral Health
Challenge

Studio 34 30% Homekey+ Target
Population
People Experiencing
Homelessness
Studio 21 30% Homekey+ Target
Population
Youth Experiencing or At-
Risk of Homelessness
Studio 19 30% Veterans with a
Behavioral Health
Challen
ge
Veterans Experiencing
Homelessness
1 Bedroom 2 30% Veterans with a
Behavioral Health
Challen
ge
Veterans Experiencing
Homelessness
1 Bedroom 8 30% Homekey+ Target
Population
People Experiencing
Homelessness
2 Bedroom 1 60% N/ A N/ A
Veterans Units
Total
21 Homekey+
General
Population
Total
63 Youth Units
Total
21 Manager Units
Total
1 Total Homekey+
Units
84 DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

Unit Mix Notes:

Referrals to Homekey+ Assisted Units shall be made through the local Coordinated Entry System (CES), or another comparable prioritization system based on greatest need for housing and services, to determine the most appropriate referral. Grantees must demonstrate efforts to coordinate with their local county behavioral health department, to ensure the referral process to the Homekey+ units is aligned with the requirements of the Homekey+ program.

Homekey+ Assisted Units should be reserved for serving the Target Population where households are more appropriately served by Permanent Supportive Housing, including referrals from persons exiting encampments. Households with lower levels of need may be better served by other housing and less intense service interventions.

DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

2. PROJECT DETAILS
A. Project Narrative.

CSH Mahogany Housing is an Acquisition and Rehabilitation Project that will convert 123 hotel units to a total of 85 units, including one two-bedroom manager unit. The Project dedicates 42 units to serve individuals experiencing homelessness with a Behavioral Health Challenge; 21 units for youth experiencing or at risk of homelessness with a Behavioral Health Challenge; and 21 units for veterans experiencing homelessness with a Behavioral Health Challenge. Thirteen of the units will exceed federal and state accessibility requirements for people with mobility disabilities; and nine units will include features accessible to people with hearing or vision disabilities. Each unit will include a living room, bathroom, air conditioning, a kitchenette, refrigerator, range, furnishings, and window coverings. Units will also be provided with free internet service. The Project will consist of a one one-story buildings that include a property manager's office, residential supportive services and case management offices, community lounge, and on-site laundry. Off-site amenities located within 1 mile of the project include transportation stops, a medical clinic, public parks, and multiple full scale grocery stores.

B. Units Serving Veterans. This Project received funding for 21 Homekey+ Veteran units. Grantee shall abide by all additional representations in the Application that qualified the Grantee for funding for Veterans Assisted Units. Projects with units allocated for Veterans must provide housing for Veteran households that include at least one Veteran experiencing or At Risk of Homelessness with a Behavioral Health Challenge. If units cannot be filled with Veterans at or below 30% AMI, Secondary Tenants can be housed, in accordance with NOFA Section 500.

Secondary Tenants are defined as either: 1) Veterans who are At Risk of or Experiencing Homelessness whose incomes are up to 50% AMI and are receiving income as a result of service-connected disability benefits, or 2) Veterans experiencing homelessness with an income of up to 60% AMI. Rents for any redesignated units are determined by income that corresponds to the Secondary Tenant’s household income.

This Project was approved for an additional operating award of $30,000 per unit for 21 units, totaling $630,000 of which the Applicant has elected to receive $330,000.00 of this allowed total. This funding is Awarded for qualifying Operating Expenses and must be expended no later than ten (10) years from initial occupancy.

C. Units Serving Homeless Youth or Youth at Risk of Homelessness. This DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

Project received funding from the Youth at Risk of or Experiencing Homelessness allocation for 21 units. The Grantee shall have jointly applied and/or partnered with a nonprofit corporation with experience serving the foregoing subpopulation; and the Project shall provide Supportive Services for Youth Assisted Units using a Positive Youth Development (PYD) model and trauma-informed care.

Grantee shall abide by all additional representations in the Application that qualified the Grantee for funding for Youth Assisted Units.

3. SCOPE OF WORK
A. Acquisition, Construction and/or Rehabilitation Detail:

This property is currently a Comfort Inn hotel with 123 rooms located on approximately 1.94 acres. The existing 123 rooms will be converted into 85 residential units including one manager’s unit. Exterior rehabilitation work to the Project will include: asphalt refurbishment, landscaping improvements, removal of the existing pool/spa, installation of recreation area including gardens, pet area, seating, and barbeque, new mailboxes, exterior painting and siding, fencing, security camera system, updates to lighting, accessibility improvements, sewer repairs, and a new trash enclosure. Interior updates will include: accessibility improvements to accommodate residents with mobility, audio, and visual impairements, new bathtubs and fixtures, new kitchen cabinets, counters, appliances, and sinks, new doors, repairs to ceilings and walls, new paint, new flooring, electrical and lighting repairs andupdates as needed, new HVAC systems, window treatments, smoke alarms, and updated telecom/broadband for all units and offices.

B. Supportive Services and Staffing Detail:

Grantee shall ensure that the Case Manager ratios for this Project will be maintained at 24.0 to 1 for the 42 Homeless units, 15.0 to 1 for the Homeless Youth, or Youth at risk of Homelessness units, and 24.7 to 1 for the Veteran Homeless Units. Grantee will coordinate with the property manager: John Stewart Company.

Grantee will coordinate with a third-party service provider, Lutheran Social Services, to act as Lead Service Provider. Services include those required in NOFA Section 302 (1-24).

DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

C. GRANTEE CONTRACT COORDINATOR(S)
Authorized Representative Name: Bessie M. Scott
Authorized Representative Title: City Manager
Entity Name: City of Antioch
Address: 200 H Street
Antioch, CA 94509
Telephone No.: (925) 779-7011
E-Mail Address: [email protected]

Authorized Representative Name: Punit Bhargava
Authorized Representative Title: Chief Executive Officer and President Entity Name: California Supportive Housing
Address: 1015 Saint Joseph Avenue
Los Altos, CA 94024
Telephone No.: 408-647-4720
E-Mail Address: [email protected]

Authorized Representative Name: Punit Bhargava
Authorized Representative Title: Manager of CSH Mahogany LLC Entity Name: CSH Mahogany Housing LP
Address: 1015 Saint Joseph Avenue
Los Altos, CA 94024
Telephone No.: 408-647-4720
E-Mail Address: [email protected]

DRAFT
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025; 03/27/2026 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2026
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 25-HK+-18913

EXHIBIT E

4. ADDITIONAL CONDITIONS PRECEDENT TO DISBURSEMENT
A. None.

B. Encumbrances Subordinated to Homekey+:

1) City of Antioch letter dated May 30th, 2025, committing $750,000.00 to support cost associated with acquisition of the Project.

2) Bay Area Affordable Housing letter dated May 30
th, 2025, committing $1,500,000.00
from the Bay Area Affordable Housing Fund, to support rehabilitation of the Project.

Encumbrances to be Removed from Title at or by Time of Closing:

1) Taxes and assessments, general and special, for the fiscal year 2025 – 2026.

2) Item #20, Deed of Trust for Trustor, DJ Hospitality LLC, a California limited liability company. with Assignment of Rents, Security Agreement, and Fixture Filing, to secure an indebtedness of the amount stated below and any other amounts payable under the terms there of, Amount: $11,500,000.00, dated: January 27, 2025. 3) Item #22, Deed of Trust for Trustor, DJ Hospitality LLC, a California limited liability company. with Assignment of Rents, Security Agreement, and Fixture Filing, to secure an indebtedness of the amount stated below and any other amounts payable under the terms there of, Amount: $3,500,000.00, dated: April 28, 2025.

5. BUDGET DETAIL
A. Grantee represented to the Department the following commitments for the development and construction of the Homekey+ Project:

Development Sources:

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

1) Homekey+ Award letter dated March 16, 2026, for a funding commitment of $27,500,000.00 for acquisition and rehabilitation.
2) City of Antioch letter dated May 30th, 2026, committing $750,000.00 to support cost associated with acquisition of the Project. 3) Bay Area Affordable Housing letter dated May 30th, 2025, committing $1,500,000.00 from the Bay Area Affordable Housing Fund, to support rehabilitation of the Project.

B. Grantee shall maintain the ongoing affordability of the Project by leveraging the following non-Homekey+ sources for operating expenses:

Operating Sources:

1) Homekey+ Award letter dated March 16th, 2026, for a funding commitment of $7,056,000.00 for Capitalized Operating Subsidy Reserve (COSR) and $344,000 for Veterans Units Additional Operating Subsidy. 2) California Supportive Housing letter dated May 30th, 2026, committing a deferred payment loan for a capitalized operating subsidy of $2,000,000.00 for Project years 11 through 20.
3) City of Antioch letter dated May 30th, 2025, for a funding commitment of $18,000,000.00 to support cost associated with operations of the Project.

6. PERFORMANCE MILESTONES

Performance Milestones Milestone Completion Date
Expenditure Deadline for Capital
Funds.

August 16, 2027, which includes 60 days
from the date of the Award letter

Complete construction of the
Rehabilitation Homekey+ Project
must be achieved.

May 17, 2027, which includes 60 days from
the date of the Award letter

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

Full occupancy by the Target
Population must be accomplished in
accordance with the descriptions
and representations set forth in the
Application.

August 16, 2027, which includes 60 days
from the date of the Award letter.

Grantee must have an approved
Supportive Services Plan by full
occupancy.

August 16, 2027

A copy of Grantee’s written
nondiscrimination policy (in
accordance with Exhibit D of this
Agreement) must be submitted to
the Department.

January 15, 2027, which includes 60 days
from the date of the Award letter.

A copy of the Notice of Exemption
from the California Environmental
Quality Act (CEQA) filed with the
Office of Planning and Research
(OPR) as applicable.

January 15, 2027, which includes 60 days
from the date of the Award letter.

Expenditure Deadline for Operating
Funds.

August 17, 2037, which is 10 years from
the date of full occupancy

A Homekey+ Program and Report
must be submitted to the
Department as specified and
described in the NOFA.

March 31 – Each year for five (5) years
following the Effective Date of this
Agreement. The annual report is required
for at least five years following full
occupancy of the Project and until the
Homekey+ operating funds are fully
expended.

A Homekey+ Expenditure Report
must be submitted to the
Department.

July 31 – Each year until the full Homekey+
Award has been fully expended.

7. TERMS AND CONDITIONS
The following Special Terms and Conditions are applicable to this Project and shall control DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

notwithstanding anything to the contrary herein:

A. Affordability Covenant
1) The state, regional, local, or tribal Grantee shall ensure that the Project is duly encumbered with a 55-year Affordability Covenant that (a) is recorded in first position against the Project for the benefit of the state, regional, local, or Tribal Grantee; (b) restricts the use, operation, occupancy, and affordability of the Project in accordance with this Homekey+ Agreement and the applicable Program Requirements in the NOFA; (c) duly names the Department as a third-party beneficiary with the right and privilege, but not the obligation, of enforcement thereof; (d) incorporates the Homekey+ Program Requirements by reference and (e) is otherwise in form and substance acceptable to the Department. 2) The Affordability Covenant must be recorded against the real property of the Project site prior to the disbursement of funds as specified in Exhibit B. The Grantee shall obtain the Department’s express written approval of the Affordability Covenant prior to the recordation of the same. After recordation, the Grantee shall promptly provide the Department with a conformed copy of the recorded Affordability Covenant and a title report to confirm lien priority. 3) All Homekey+ funds must be wired to an escrow company as specified in Exhibit B. The Applicant shall identify the name and address of the escrow company, the name of the escrow officer, the escrow number, and any other information requested by HCD. The appropriate Affordability Covenant must be on file and approved by HCD to be included in the escrow transaction for recordation.
4) The Affordability Covenant must be recorded as a lien against the Project in first position, and must remain in first position, over all other Project agreements, covenants, or other matters of record on the real property for the period of affordability required by the Program.

8. Project-Specific Special Terms and Conditions
A. Application Scoring Terms and Conditions
1) Grantee application was prioritized for receiving at least 10 points per NOFA Section 305, Application Scoring Criteria, (3)(a), for sustained operating leverage evidenced by Project rental or operating subsidies.

Grantee has committed to non-Homekey+ rental or operating subsidies DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

(including funded services) to maintain the ongoing affordability and sustainability of Project operations that are outlined in Section 5, Budget Detail. Any budget modifications must be submitted to HCD for approval and must address how the Project affordability and sustainability will be maintained.
2) Grantee has committed to a 55-year use restriction for the Project and has waived any potential accommodation by the Department to increase income limits, as per NOFA Section 305, Application Scoring Criteria, (5)(b), for 100 percent of the Assisted Units.
3) Grantee has committed to the following accessibility details for the Project, as per NOFA Section 305, Application Scoring Criteria, (5)(c), the Project will exceed the state and federal accessibility requirements set forth in the NOFA.

At least 15 percent of the Project’s Assisted Units must have features accessible to persons with mobility disabilities and at least 10 percent of the Project’s units must have features accessible to persons with hearing or vision disabilities.
4) Grantee has committed to provide high speed internet service, as per NOFA Section 305, Application Scoring Criteria, (6)(g), with a minimum average speed of 25 megabits/second must be made available to each Unit for a minimum of 15 years, free of charge to the tenants, and available within six months of the Project’s placed-in-service date.

B. Supportive Services Plan Terms and Conditions
HCD may request necessary updates to the Supportive Services plan or related documents, including fully executed written agreements. All updates must be approved prior to occupancy as determined by the milestone listed in this Standard Agreement.

C. Environmental Terms and Conditions

1) An Operations & Maintenance (O&M) Program should be implemented in order to safely manage the suspect Asbestos Containing Materials (ACMs) located at the subject property.

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

D. Site Control Terms and Conditions
CSH Mahogany Housing LP demonstrated site control by providing evidence of a sales contract at the time of Application.

9. Project Development Budget: (Please see the next page for the development sources and uses budget from the application that was approved by HCD’s Awards Committee.) Budget detail included for the purpose of showing the Homekey+ Award details, including project reserves and developer fee. Other budget sources and uses will not be monitored by HCD.

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

Homekey Approved Development Sources & Uses Budget

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

DRAFT
City of Antioch, California Supportive Housing, CSH Mahogany Housing LP 24-HK+-18913

EXHIBIT E
Homekey+ Program
NOFA Date: 11/26/2024, as amended 01/31/2025; 08/07/2025 Project Name: CSH Mahogany Housing
Approved Date: 09/24/2025
Prep. Date: 03/16/2027

DRAFT

1 PSA Comfort Inn Antioch

PURCHASE AND SALE AGREEMENT
(APN 074370033)

This Purchase and Sale Agreement (the “Agreement”) is made as of the last date indicated by the signatures of Buyer and Seller below (the “Agreement Date”), by and between DJ Hospitality LLC, (“Seller”), and California Supportive Housing, a California nonprofit public benefit corporation or it’s assignee (“Buyer”).

RECITALS

A. Seller is the fee owner of that certain real property consisting of one (1) parcel of land (Assessor’s Parcel No. (074370033) located at 2436 Mahogany Way, Antioch, California, consisting of approximately 1.94 total acres of land (the “Land”), together with the building of 41203 square feet (including 123 hotel room units) and improvements thereon (the “Improvements”). The Land and Improvements are defined collectively as the “Property”.

B. Buyer desires to buy, and Seller desires to sell, the Property on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein, the parties agree as follows:

1. PURCHASE AND SALE Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller all of Seller's right, title and interest in and to the Property, subject to the terms of this Agreement. In addition to the portion of the Land and the Improvements included within the term “Property,” as described above, the “Property” to be transferred hereunder shall also include all of Seller’s right title and interest in and to, if any, (i) all rights, privileges and easements appurtenant to the Property, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the Land (if owned by Seller), as well as all development rights and approvals (subject to any limitations in Section 4), air rights, water, water rights and water stock relating to the Property and any other easements, rights of way or appurtenances used in connection with the beneficial use and enjoyment of the Land (collectively, the “Appurtenances”), (ii) all other structures, fences, parking areas or improvements located on or under the Property (the foregoing together with the Appurtenances are included within the term “Improvements” ), and (iii) all personal property located on or in or used in connection with the Property, all of Seller’s furniture, trade fixtures, equipment, and other tangible assets located at the premises, including all Consumables, Inventory, and operating equipment, including linens, beddings, paper goods, guest supplies, cleaning supplies, operating supplies, and similar items located at the Property or used in connection with the operation of the Hotel, (the “Personal Property”), and all service contracts (if approved by Buyer during the Feasibility Review Period), and any governmental permits and approvals, environmental reports, surveys, other reports, studies and all other plans, specifications, books, records and files, any and all licenses, permits, and other governmental approvals, any and all warranties, guaranties, claims, demands and indemnities, and any and all other intangible rights Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

2 PSA Comfort Inn Antioch
relating to the ownership, use and operation of all or any part of the Property (collectively, the “Intangible Property”). Notwithstanding the foregoing, the Intangible Property shall not include Seller’s right to use the term “Comfort Inn” pursuant to that certain Franchise Agreement between Seller and Choice Hotels International Inc.(the “License Agreement”). Seller shall terminate the License Agreement prior to Closing. Buyer shall indemnify and hold harmless Seller from all obligations under the Assumed Obligations which accrue following the Closing.

Seller shall indemnify and hold harmless Buyer from all obligations under the Assumed Obligations which accrue prior to closing. Seller shall pay any transfer or assignment fees associated with the transfer of the Assumed Obligations.

2. THE PURCHASE PRICE The purchase price of the Property shall be Fifteen Million Dollars and One Hundred Thousand 0/100 ($15,100,000.00) (the “Purchase Price”). The Purchase Price shall be payable as follows:

(a) Within seven (7) business days following the Agreement Date, Buyer and Seller shall open an escrow and shall deposit a fully signed copy of this Agreement into escrow with the Title Company, and shall execute such instructions as the Title Company may require which are not inconsistent with the provisions of this Agreement (b) Within Fifteen (15) business days following the following the Agreement Date, Buyer shall deposit with the Title Company via check or wire transfer an earnest money deposit in the amount of Seventy-Five Thousand Dollars and 0/100 ($75,000.00) (the “Deposit”). Title Company shall deposit the Deposit, in a State or Federally chartered bank in an interest-bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity.
(c) At the end of the Feasibility Review Period including the extensions if exercised by the Buyer (hereinafter defined), if elects to proceed, then at that time $25,000 of the Deposit shall become non-refundable. At closing, all earnest monies shall apply towards the purchase price. If however, Buyer elects to withdraw from the Purchase and Sale Agreement before the end of the contingency period, then Buyer shall receive a return of all earnest monies paid and neither party shall have any further obligation to the other.

3. FEASIBILITY REVIEW

(a) The “Feasibility Review Period” shall be the period beginning on the Agreement Date and ending at 5:00 p.m. (Pacific Time) on the date which is Nine (9) Months following the Agreement Date. Buyer shall have Two (2) - Three (3) Month options to extend the Feasibility Review Period for an additional deposit of Five Thousand Dollars and 0/100 ($5,000.00) each, which shall be non-refundable, and applicable to the Purchase Price. To exercise this extension option, Buyer shall send written electronic notice to Seller and Title Company and deposit $5,000 Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

3 PSA Comfort Inn Antioch
into the escrow account. Buyer shall perform these steps each time the extension option is exercised.
(b) To the extent that these items exist and are in the Seller’s possession or control, Seller shall provide to Buyer true, correct and complete copies of the following due diligence items concerning the Property (the “Due Diligence Documents”) as soon as possible, but in no event later than ten (10) business days following the Agreement Date:
i. Any plans relating to grading, erosion control, water, sewer, storm drain, street improvement, landscape and parks or other infrastructure or improvements affecting the Land;
ii. Any relevant correspondence with government entities, including but not limited to the California Department of Transportation; iii. All physical inspection reports;
iv. The most current real property tax bills;
v. Information on any applicable community facilities district assessments; vi. All reports and studies regarding the physical condition of the Property, including but not limited to environmental, biological, archaeological, soils and engineering reports and studies;
vii. Surveys and topographic maps;
viii. Covenants, conditions and restrictions rights of use or access, whether or not recorded against the Property;
ix. Notifications by any municipality regarding the Land or any portion thereof;
x. Copies of leases, agreements, service contracts (including meal service contracts or any operations/service contracts) or other documents affecting the Property, including any assignable warranties, rent roll; xi. Any land use or occupancy restriction affecting the Land; xii. Copies of any financing documents affecting the Property; xiii. Copies of any non-confidential documents relating to disputes, litigation, or settlement of any claims from or against adjacent property owners that could affect Buyer’s proposed development of the Property; and xiv. Any other information regarding the physical, legal or financial condition of the Property.
(c) From and after the Agreement Date, Seller shall provide Buyer, its agents and representatives access to the Property, and Buyer, its agents and representatives shall be entitled to enter onto the Property to perform inspections, surveys, tests and appraisals of the Property, including invasive testing, and make any other investigations necessary or appropriate (including discussions with governmental agencies) to determine if the Property is suitable, in Buyer’s sole discretion, for Buyer’s intended use, subject to each of the following conditions:
i. Buyer shall provide written notice (including email) to Seller prior to any desired access.
ii. After making such tests and inspections, Buyer agrees to promptly restore the Property to its condition prior to such tests and inspections. iii. Buyer shall indemnify and hold harmless Seller from all loss, cost and expense (including reasonable attorneys' fees) incurred, suffered by, or Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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claimed against the Seller and caused by Buyer’s exercising its rights under this Section 3(d), which indemnity obligation shall survive the expiration or termination of this Agreement.

Buyer shall name, and shall cause its representatives, employees, agents and independent contractors to name, Seller as additionally insured party under Buyer's or its representatives, employees, agents and independent contractors' commercial general liability insurance on an "occurrence basis" against claims for "personal injury", including without limitation, bodily injury or death, or "property damage", for not less than $1,000,000 per occurrence.

(d) Notwithstanding anything to the contrary in this Agreement, on or before the Closing, Seller shall be obligated to remove all monetary liens and encumbrances securing the payment of money from title to the Property. Buyer shall have until the Feasibility Review Period to deliver written notice of any objections to the exceptions shown on the Title Report (“Title Objections”). Seller will have ten (10) days after delivery of Buyer’s Title Objection notice to deliver written notice to Buyer (“Seller’s Title Notice”), (i) with respect to any Title Objections that are monetary liens or encumbrances securing the payment of money and that arise or result from any act or omission of Seller, specifying the manner in which it will remove or cure such objection, and (ii) with respect to any other Title Objections, specifying either (x) the manner in which Seller will remove or cure such Title Objection, or (y) that Seller will not remove or cure such Title Objection. If Seller fails to timely deliver its Seller’s Title Notice, Seller will be deemed to not have agreed to cure all Title Objections of the type described in this Subsection.

Following any election or deemed election by Seller not to cure any such Title Objection, Buyer will have ten (10) days after delivery of Seller’s Title Notice to deliver to Seller Buyer’s notice of its election to either (i) proceed with the purchase of the Property, or (ii) terminate this Agreement. Buyer’s failure to deliver such notice, will be deemed its election to terminate this Agreement.

Upon a termination of this Agreement under this Subsection, the Title Company is instructed to return the Deposit, plus any interest earned thereon, to Buyer. If Seller is obligated or elects to cure or remove a Title Objection and fails to do so at least five (5) business days prior to the Closing Date, Seller shall be in material default under this Agreement and Buyer shall be entitled to all rights and remedies hereunder.
(e) Buyer shall have the Financing and Entitlements Contingency Period to obtain commitments for all loans (“Financing”), necessary environmental review clearances, entitlements and government approvals (“Entitlements”) necessary, in Buyer’s sole and absolute discretion, to acquire and improve the Property. Seller shall cooperate with Buyer in obtaining the Entitlements, public financing approvals, affordable housing feasibility approvals, including, but not limited to, signing any and all applications for Entitlements or reasonable documents Buyer is required to file in connection with rezoning, conditional use permits and/or other development or public financing approvals if required by the City of Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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Antioch. If Buyer is unable to obtain the Financing and/or the Entitlements during the Feasibility Review Period, then Buyer shall have the right to terminate this Agreement by giving a written notice by email of such termination (“Financing and Entitlements Contingency Termination Notice”) to Seller prior to the expiration of the Feasibility Review Period. Buyer’s failure to deliver the Financing and Entitlements Contingency Termination Notice shall be deemed to constitute Buyer’s waiver of its termination right. Upon a termination of this Agreement under this Subsection, the Title Company is instructed to return the Deposit, plus any interest earned thereon, to Buyer. If the Buyer gives the written Financing and Entitlements Contingency Termination Notice by email to Seller after the Feasibility Review Period then the Title Company is instructed to return the Deposit reduced by the non-refundable portion of the Deposit per article 2(c), plus any interest earned thereon, to Buyer.
(f) Buyer Notification Clause: Within Four (4) months of the mutual execution of this Purchase and Sale Agreement (PSA), Buyer shall provide Seller with a written update on the status of any necessary approvals or non-approvals from the City and/or County. This notification shall include detailed information on any progress, delays, or additional requirements communicated by the applicable authorities.

4. REPRESENTATIONS AND WARRANTIES OF SELLER. The effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents. Seller represents and warrants to Buyer that the following matters are true and correct as of the execution of this Agreement and, will be true and correct as of the Closing:

(a) Seller is a corporation, duly formed, in good standing and validly operating under the laws of the State of California.

(b) Seller has the right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller’s obligations hereunder and no further consents or approvals are required as a condition to any of the foregoing.

(c) This Agreement and all of the documents to be delivered by Seller to Buyer at the Closing will be duly authorized, executed and delivered by Seller, and will be legal and binding obligations of Seller enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally).

(d) To the best of Seller’s knowledge, there are no (a) condemnation, zoning or other land-use regulation proceedings, either instituted or planned to be instituted, which would detrimentally affect the value or use of the Property, and (b) assessments affecting the Property other than as set forth in the Title Report.

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(e) To the best of Seller’s knowledge, there are no pending actions, suits, proceedings, judgments, orders, decrees, defaults, delinquencies or deficiencies or other actions affecting the Property or Seller’s interest therein, nor are there any attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings pending against Seller, nor are any such proceedings contemplated by Seller.

Seller has received no notice of any of the foregoing actions or proceedings and, to the best of Seller’s knowledge, none of the same have been threatened against Seller, the Property or any interest therein.

(f) Except as disclosed in the Due Diligence Materials, there are no individuals or entities with any lease or other agreement which grants any rights to use and/or occupy any portion of the Property.

(g) Except to the extent disclosed in the Due Diligence Materials, Seller has no actual knowledge of (i) the existence or prior existence on the Property of any hazardous materials or toxic substances (collectively, “Hazardous Materials” as defined below) , (ii) of any violations at the Property of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Property, including but not limited to soil and groundwater conditions, (iii) of any environmental, health, or safety hazards on, under, or about the Property, including but not limited to soil and groundwater conditions.

Moreover, Seller has not and hereby covenants that it will not through the Closing, use, treat, store or dispose of any Hazardous Materials at the Property in violation of any federal, state, or local law, regulation or ordinance, and to the best of Seller’s knowledge there are no Hazardous Materials located on or about the Property.

Definition: Hazardous Materials: The term “Hazardous Material(s)” shall mean (1) any oil or any fraction thereof or petroleum products or “hazardous substance” as defined in Section 101(14) of CERCLA (42 U.S.C. Section 9601(14) or Section 25281(h) or 25316 of the California Health and Safety Code at such time; any “hazardous waste,” “infectious waste” or “hazardous material” as defined in Section 25117, 25117.5 or 25501 (j) of the California Health and Safety Code at such time; any other waste, substance or material designated or regulated in any way as “toxic” or “hazardous” in the RCRA (42 U.S.C. Section 6901 et seq.), CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), Safe Drinking Water Act (42 U.S.C. Section 300 (f) et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section 7401 et seq.), California Health and Safety Code (Section 25100 et seq. Section 39000 et seq.), or California Water Code (Section 13000 et seq.) at such time, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing criminal or civil liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect; (2) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws (whether common law, statute, rule, regulation, or otherwise) relating to the Property or for the protection of human health, the environment or natural resources; and (3) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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or under any reported decisions of a state or federal court. Hazardous Materials do not include substances of a type and quantity normally used in the operation and maintenance of improved real property, provided such materials are used in accordance with all applicable laws.

(h) The Due Diligence Materials to be delivered to Buyer are true, correct and complete, and to the best of Seller’s knowledge, there are no defaults, notices of default or other material circumstances regarding the matters investigated by Buyer pursuant to Section 3 of this Agreement which have not been disclosed to Buyer.

(i) To the best of Seller’s knowledge, neither the Property nor its operation violates in any way any applicable laws, ordinances, rules, regulations, judgments, orders, or covenants, conditions and restrictions, whether federal, state, local, foreign, or private. The Improvements are not in violation of any applicable building or zoning codes, building moratorium or environmental protection codes, laws, regulations, or ordinances.

5. RELOCATION Buyer intends to purchase the Property when a satisfactory agreement is reached and is prepared to pay the Purchase Price for the Property. Because Federal funds may ultimately be used in the purchase, however, Buyer is required to disclose to Seller the following information:
(i) The Buyer does not have authority to acquire the Property by eminent domain. In the event Buyer and Seller cannot reach an amicable agreement for the purchase of the Property, subject to the terms of this Agreement, Buyer will not pursue this proposed acquisition.

(ii) In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA), owner-occupants who move as a result of a voluntary acquisition are not eligible for relocation assistance.

6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller that the following matters are true and correct as of the execution of this Agreement and will be true and correct as of the Closing:

(a) Buyer is a nonprofit public benefit corporation, duly formed, in good standing and validly operating under the laws of the State of California.

(b) Buyer is an approved organization under IRS 561 and as described in Section 170(c)(1) of the Internal Revenue Code.

(c) This Agreement and all of the documents to be delivered by Buyer to Seller at the Closing will be duly authorized, executed and delivered by Buyer, and will be legal and binding obligations of Buyer enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally).

7. COVENANTS AND CLOSING CONDITIONS
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Seller hereby covenants with Buyer as follows:

(a) Seller agrees that as of the Closing, no part of the Property, or any interest therein, will be liened, encumbered, or have been otherwise transferred in any manner, including, but not limited to, the granting of any leasehold rights of occupancy or rights of use. Seller shall terminate all leases affecting the Property prior to Closing and deliver vacant possession of the Property to Buyer at Closing.
(b) Seller shall maintain the Property substantially in its condition existing as of the Agreement Date, reasonable wear and tear excepted, and Seller will make no alterations to the Property without Buyer’s prior written consent, which may given or withheld by Buyer in its sole and absolute discretion.
(c) Seller shall (x) timely make all payments of property taxes and other assessments that become due and payable respecting the Property prior to the Closing, (y) shall obtain and maintain in effect through the Closing and shall timely pay all premiums for commercially reasonable amounts of comprehensive general liability, casualty (full replacement cost) and other appropriate insurance on the Property, and (y) shall timely make all principal and interest payments required under any mortgages encumbering the Property (which mortgages shall be removed from title prior to the Closing as required pursuant to Section 3(e) of this Agreement).
(d) Seller shall promptly notify Buyer of any change in any condition, contracts, and services with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller to Buyer under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable of being performed.
(e) Seller shall terminate the License Agreement prior to Closing. (f) Seller will maintain all contracts and services as is, including but not limited to the meal service agreement which shall be transferred to the Buyer at Closing. (g) Seller agrees and warrants Buyer that the property does not have any other longer-term guests at the time of agreement and will be delivered vacant of all other guests/ tenants

The obligations of Buyer hereunder are subject to the fulfillment of each of the following conditions as of the Closing (“Buyer’s Closing Conditions”), which Buyer’s Closing Conditions are solely for Buyer’s benefit and may be waived in writing by Buyer in its sole discretion:

(a) Seller shall be in a position to convey, transfer or assign, as applicable, the Property and the Title Company shall be irrevocably and unconditionally committed to issue the Owner’s Policy (defined in Section 8), each in accordance with the terms of and as described in Section 8, on the Closing Date;
(b) No material adverse change in the title to, condition of, or otherwise respecting the Property or Seller’s interest therein shall have occurred and all of Seller’s representations and warranties contained in this Agreement shall be true, complete and correct as of the Closing Date;
(c) All Seller’s Closing Documents (defined in Section 8) shall have been timely deposited into escrow with the Title Company by Seller and Seller must have performed and Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it before or on the Closing Date.

8. SELLER'S CLOSING DOCUMENTS At least one business day prior to the Closing, Seller shall have deposited into escrow with the Title Company the following documents (the “Seller’s Closing Documents”): (a) a grant deed showing title vested in Buyer or it’s assignee in a form mutually acceptable to the parties (the “Deed”), executed by Seller, in recordable form, conveying good and marketable fee title to the Property to Buyer free and clear of all claims, liens and encumbrances of every kind and description except those approved by Buyer in accordance with Section 3, which will be evidenced at Closing by an ALTA standard policy of title insurance, or other type of policy as requested by Buyer, in the amount of the Purchase Price(the “Owner’s Policy”); (b) a duly executed bill of sale conveying the Personal Property to Buyer free and clear of liens, encumbrances and restrictions of every kind and description, (c) an affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code; (d) reasonable proof of Seller’s power and authority to enter into and perform under this Agreement (including the authority of Seller's signatories); and (e) any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement.

A copy of the appraisal will be provided to Buyer and dated a date no later than 30 days prior to the Closing except as consented to by the Buyer.

9. BUYER'S CLOSING DOCUMENTS At least one business day prior to the Closing, Buyer shall deliver to the Title Company: (a) the Purchase Price, less the Deposit and any other amounts to be credited to Buyer pursuant to this Agreement, by wire transfer; (b) reasonable proof of the authority of Buyer's signatories; and (c) any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement.

10. PRORATIONS AND ADJUSTMENTS The following shall be prorated and adjusted between Seller and Buyer as of the day and time of the Closing (hereinafter defined):
(a) Real estate taxes, special or general assessments, assessments under any Permitted Exceptions (“Real Estate Taxes”) for the calendar year 2025 shall be prorated between the parties as of Closing with Seller providing Buyer a credit for the period of Seller’s ownership in 2025 calculated based upon the 2024 assessment for Real Estate Taxes; such amount shall be final between the parties with Seller’s portion credited to Buyer at Closing. Personal property taxes, hotel sales and occupancy taxes (from operations), water and sewer rents, rates and charges, vault charges, and other municipal permit fees due and payable as of the Closing Date that relate solely to the period prior to the Closing Date shall be paid by Seller at the Closing. All other real estate taxes, special or general assessments, assessments under any Permitted Exceptions, personal property or use taxes, hotel sales taxes (from operations), water and sewer rents, rates and charges, vault Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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charges, and other municipal permit fees that relate to Closing or thereafter shall be paid by Buyer. The provisions of this paragraph shall survive Closing. (b) Utility or Telephone Costs and Deposits. Seller shall pay all utility or telephone costs incurred for periods prior to the Closing Date, and Buyer shall pay all utility or telephone costs incurred for periods following and including the Closing Date (c) Rents. All daily rentals (collectively “Rents”) due to Seller under the applicable room rental rate shall be apportioned as of 12:00 pm (check-out time) on the Closing Date.

Seller shall retain or receive a credit at Closing for all daily rentals for the night prior to the Closing Date. Buyer shall remit to Seller on a weekly basis all Rents received by Buyer after the Closing Date which are attributable to periods prior to the Closing Date.

Seller shall have the right, both before and after the Closing Date, to take such action as Seller deems appropriate (other than termination of a guest’s right to possession) to recover any unpaid Rents for periods prior to the Closing Date. No cash, accounts receivable, or bank deposits are being sold. Buyer agrees that Seller shall have the right to remove all cash and retain all rights to receivables. This includes but is not limited to funds in bank accounts, pending credit card transactions, and actual cash, cash equivalents, or checks on hand as of 12:00 pm on the Closing Date. (d) Advance Bookings. Buyer shall receive a credit for advance payments, if any, under bookings to the extent the books relate to a period after the Closing Time and Date. (e) Vending. Vending Machine monies will be removed by Seller as of the Closing Time. (f) All Bills Not Otherwise Listed. Any bill not otherwise listed concerning or relating to the Property shall be pro-rated as of the Closing Date, with Seller to pay bills for periods prior to Closing, and Buyer to pay bills for periods subsequent to Closing. Seller shall reimburse Buyer at Closing for any bill accruing prior to Closing Date paid by the Buyer.

Buyer and Seller hereby indemnify the other from any unpaid bills arising from their respective period of proration.
(g) Accounts Receivable. Seller is retaining all accounts receivables and Buyer is not acquiring the accounts receivable at the Closing.
(h) Accounts Payable. Seller will clear all accounts payable prior to Closing and Buyer will not be obligated to pay any accounts payable.
(i) Variance of Date Closing -- Versus Funding. In the event Buyer does not complete funding of the transaction due to lender requirements after the Closing Date, the date of said funding shall govern possession and proration dates in this section instead of the Closing Date. The Property will not transfer until both closing and funding. This paragraph shall not be used to justify Buyer’s failure to perform under this contract. (j) Survival. The obligations under this Section shall survive the Closing Date and delivery of the Deed. Any items to be pro-rated under this Section for which the amounts to be pro-rated are not readily available as of the Closing Date shall be pro-rated between the parties as soon after the Closing Date as all pro-rations are determined, with Seller or Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

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Buyer, as the case may be, paying the other party any amount owed as soon as reasonably practicable after such determination.

11. CLOSING

(a) Closing. Subject to the terms and conditions (including all conditions to Buyer’s obligations to perform under this Agreement) set forth in this Agreement and unless otherwise mutually agreed by Buyer and Seller in writing, or unless this Agreement has been terminated in accordance with its terms, the parties shall consummate the purchase of the Property (the “Closing”) through closing on the Closing Date. (b) Closing Date. The Closing Date shall be 90 calendar days following the later of (a) the expiration of the Feasibility Review Period or (b) the Homekey Round 4, Homekey+, Behavioral Health Continuum Infrastructure Program and/or Community Care Expansion award fund disbursement and receipt by California Supportive Housing (c) Deposit of Documents and Funds. Upon the dates required pursuant to Section 8 and Section 9:
(i) Seller shall deposit into escrow the Seller’s Closing Documents. (ii) Buyer shall deposit into escrow those funds and documents described in Section 9.

(d) Closing Conditions. Title Company shall close escrow on the Property when (i) all of Buyer’s Closing Conditions have been satisfied or waived, (ii) all Seller’s Closing Documents have been deposited or delivered as required, and (iii) all documents and funds described in Section 9 have been deposited into escrow by Buyer. (e) Closing. The Title Company shall close escrow by:
(i) Dating all undated closing documents as of the Closing Date; (ii) Recording the Deed (which grant deed shall provide for delivery thereof to Buyer after recordation);
(iii) Issuing or irrevocably and unconditionally committing to issue the required Owner’s Policy to Buyer; and
(iv) Paying the Purchase Price to Seller, less any credits to Buyer pursuant to this Agreement, and subject to any amounts required to be paid for closing costs as set forth in Section 12.

12. CLOSING COSTS

(a) Seller. Seller shall pay (i) all real estate excise or city transfer tax; (ii) documentary transfer tax (iii) the premium for the Owner’s Policy; (iv) one-half of the Title Company escrow fee; (v) all costs associated with removing any claims, liens or encumbrances from the Property as required under this Agreement, and (vi) its own document drafting charges. (b) Buyer. Buyer shall pay (i) if Buyer desires an ALTA extended coverage owner’s policy of title insurance, the additional premium over the premium for the Owner’s Policy; (ii) one-half of the Title Company escrow fee; and (iii) its own document drafting charges. (c) All other closing costs not specified in (a) and (b) including recording fees, and any other costs related to this escrow shall be payable by Seller and Buyer according to the customary practices for the transfer of real property in Contra Costa County.

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13. DAMAGE, CONDEMNATION If, prior to Closing, any material portion of the Property is damaged or taken by eminent domain (or is the subject of a pending taking which has not been consummated), Seller shall immediately notify Buyer of such a fact, and Buyer shall have the option to terminate this Agreement upon notice given to the Seller no later than thirty (30) days after the date of Seller's notice. If this Agreement is terminated pursuant to this provision, the Title Company (or Seller, as applicable) shall return the Deposits, plus any interest earned thereon, to Buyer, any documents and funds in escrow to the party depositing such documents and funds, and Buyer and Seller shall each pay one-half (½) the cost of any cancellation fees or costs of Title Company. Thereafter neither Buyer nor Seller shall have any further rights or obligations hereunder, each to the other, except as otherwise set forth in this Agreement. If this Agreement is not terminated, Seller shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all insurance proceeds for damage or awards for the taking by eminent domain relating to the Property, and Buyer and Seller shall proceed to the Closing pursuant to the terms hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price.

14. COMMISION Seller is solely responsible for paying a commission of 2.5% of the purchase price.

15. DEFAULT

(a) BUYER DEFAULT IN THE EVENT THE CLOSING DOES NOT OCCUR

DUE TO A MATERIAL DEFAULT BY BUYER OF ITS OBLIGATIONS UNDER THIS

AGREEMENT, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND

ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A

MATERIAL DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR

IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT DESCRIBED IN THIS SECTION 15 REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. SELLER SHALL HAVE NO RIGHT TO ADDITIONAL DAMAGES

OR ANY OTHER REMEDIES UNDER THIS AGREEMENT, AND SELLER WAIVES

ALL RIGHT TO AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT.

SELLER'S INITIALS:_____________ BUYER'S INITIALS:______________

(b) Seller Default. In the event the purchase and sale of the Property does not occur due to a default by Seller of its obligations under this Agreement (including without limitation a breach of any representation or warranty made by Seller), then Buyer shall be entitled to the return of the Deposit, plus any interest earned thereon, and payment of similar amount as Deposit by the Seller as liquidated damages. On the return of the Deposit, plus any interest earned thereon, and additional payment of the Deposit. Buyer shall have no right to additional damages or any other remedies under this agreement, and buyer waives all right to an action for specific performance of this agreement.

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16. “AS-IS” SALE Except as otherwise specifically provided in this Agreement, Seller makes no representation or warranty regarding any aspect of the condition of the Property, its past use, or its suitability for Buyer's intended use. Without limiting the generality of the foregoing provision, but subject to any representations, warranties and covenants expressly set forth in this Agreement which shall survive the Closing, Buyer hereby acknowledges and agrees that, except as expressly provided herein, it is purchasing the Property in its "AS IS, WHERE IS, WITH ALL FAULTS," condition as of the Closing, and neither Seller nor any employee or agent of Seller has made or will make, either expressly or implicitly (except as set forth in this Agreement), and Buyer has not relied upon (except as set forth in this Agreement), any representations, guaranties, promises, statements, assurances or warranties of any kind concerning the Property.

17. MISCELLANEOUS

(a) Each individual and entity executing this Agreement hereby represents and warrants that he, she or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he, she or it is executing this Agreement to the terms hereof.

(b) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to the matters contained in this Agreement. Any waiver, modification or consent with respect to any provision of this Agreement must be set forth in writing and duly executed by the parties.

No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

(c) Time is of the essence in the performance of and compliance with each of the provisions and conditions of this Agreement. Each party agrees to act diligently and in good faith in performing its obligations under this Agreement.

(d) All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if mailed, three (3) business days after the date of posting by the United States post office, (iii) if delivered by overnight delivery, one (1) business day after mailing , and (iv) if given by electronic mail, when sent.

Seller: DJ Hopsitality LLC

Attn: Roshan Patel
Telephone: 415-342-0128
Email: [email protected]

Buyer: California Supportive Housing, a California nonprofit corporation________

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Attn: Punit Bhargava________
Telephone: 408-307-5390________
Email: [email protected]___

Title Company: Stewart Title Company

Attn: Steven Senft
Telephone: 310-795-4533
Email: [email protected]

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, or on the date shown on the return receipt or other evidence of delivery, if mailed.

(e) The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

(f) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

(g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

(h) Section and paragraph headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j) In the event of any dispute between the parties regarding this Agreement, prior to exercising any remedies hereunder the parties shall first attempt in good faith to resolve the dispute through non-binding mediation before a neutral mediator at JAMS, or any other mutually agreeable neutral mediator. The parties shall meet with the mediator as requested by the mediator within a thirty (30) day period in an attempt to resolve the dispute. Each party shall pay for one- half of the cost of the mediator and for its own costs. If the dispute cannot be resolved through mediation, then the parties may proceed to exercise the remedies available to them under this Agreement.

(k) If any action is brought by either party against the other party, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

15 PSA Comfort Inn Antioch
incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term “attorneys' fees” or “attorneys' fees and costs” shall mean the fees and expenses of counsel to the parties hereto, which may include printing, copying and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney.

(l) Subject to Subsection 17(m), this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns.

(m) Neither this Agreement nor any of the rights or obligations of Seller hereunder shall be transferred or assigned by Seller without the prior written consent of Buyer, which may be given or withheld in Buyer’s reasonable discretion. Buyer may assign this Agreement and Buyer’s rights and obligations hereunder without the Seller's written consent to (i) a nonprofit public benefit corporation affiliated with Buyer, or (ii) a limited partnership in which Buyer or an affiliated nonprofit public benefit corporation or limited liability company is the general partner or the managing general partner. Buyer shall deliver a copy of the fully executed written assignment and assumption agreement to the Title Company prior to the Closing. No other assignment may be made without the prior written consent of the Seller, which may be given or withheld in Seller’s sole and absolute discretion.
(n) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Property to be conveyed as contemplated hereby.

(o) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

This Agreement may be executed by facsimile or electronic signature in portable document format (.pdf) and a facsimile or electronic signature in portable document format (.pdf) shall have the same authority, effect and enforceability as an original signature.

(p) If requested to do so by Seller, Buyer shall cooperate in a simultaneous or tax deferred exchange by permitting Seller to assign this Agreement to a third party (also "Exchange Facilitator") and by accepting a conveyance of the Property from the Exchange Facilitator. The assignment may take effect only simultaneously with the Closing, and in no event shall Seller be relieved of any liability under this Agreement by reason of the assignment and in no event shall the Exchange Facilitator have any right to enforce this Agreement that Seller would not have if there had been no assignment. Buyer shall not be required to bear any escrow, title, or other expenses in excess of those Buyer would bear if there were no exchange, nor shall Buyer be required to expend any sums of money in connection with the exchange. Buyer shall not be required to execute any document creating personal liability or assume or be exposed to any liability in connection with an exchange. In no event shall Buyer be required to take title to any property other than the Property, and in no event shall Buyer be responsible for any tax consequences to Seller or any other party in connection with an exchange. Seller agrees and covenants to defend, indemnify, protect, and save harmless Buyer from any liability, damages, Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

16 PSA Comfort Inn Antioch
loss, cost and expense (including reasonable attorneys' fees) of whatsoever kind and nature arising out of any exchange.

(q) In the event that any date for the performance by either party of any obligation hereunder or the exercise by either party of a right hereunder falls on a Saturday, Sunday, nationally established holiday or established holiday in the State of California, the time for performance of such obligation, or exercise of such right, will be deemed extended until the next business day following such date.

Signatures on Following Page

Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271

17 PSA Comfort Inn Antioch
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Agreement Date.

SELLER:

DJ Hospitality LLC

By: Roshan Patel

Its: _____Owner_________________

Date: _________________________

BUYER:

California Supportive Housing, a California nonprofit corporation

By: Punit Bhargava______________

Its: President and CEO___________

Date: ________________________
Docusign Envelope ID: A1AAF993-8204-45A4-88EB-ED720AD11271 5/21/2025
5/22/2025

AUTHORIZING RESOLUTION
RESOLUTION NO. 2025/ 201
CSH Mahogany Housing

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF ANTIOCH

AUTHORIZING JOINT APPLICATION TO AND PARTICIPATION
IN THE HOMEKEY+ PROGRAM
WHEREAS:

A. The Departmentof Housingand CommunityDevelopment ("HCD") has issued a Notice of Funding Availability, dated November 26, 2024 (" NOFA"), for the Homekey+ Program (" Homekey+" or " Program"). HCD has issued the NOFA for Homekey+ grant funds pursuant to Health and Safety Code Section 50675.1.3 Assem. Bill No. 140 (2021-2022 Reg. Sess.), § 20.); Health and Safety Code Section 50675. 1. 5 ( Assem. Bill No. 531 ( 2023-2024 Reg. Sess.); Section 14184.402 of the Welfare and Institutions Code; Section 5891.5 of the Welfare and InstitutionsCode; and Round 5 and 6 of the HomelessHousing, Assistanceand Prevention ( HHAP) grant program. ( Assem. Bill No. 129 ( Chapter 40, Statutes 2023) and Assem. Bill No. 166 ( Chapter 48, Statutes 2024), respectively.

B. The City of Antioch (" Applicant') desiresto jointly apply for Homekey+ grant funds with [ CSH MahoganyHousing LP and CaliforniaSupportiveHousing], Therefore, ApplicantisjoiningCSHMahoganyHousingLPandCaliforniaSupportiveHousingin the submittalof an applicationfor Homekey+ funds (" Application") to HCD for review and consideration.

C. HCD is authorizedto administer Homekey+ pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the HealthandSafetyCode. Homekey+ fundingallocationsare subjectto theterms and conditions of the NOFA, the Application, the HCD- approved STD 213, Standard Agreement (" Standard Agreement'), and all other legal requirements of the Homekey+ Program.

THEREFORE, IT IS RESOLVED THAT:

Applicant is herebyauthorizedand directedto submit a joint Applicationto HCD in responseto the NOFA, and to jointly applyfor Homekey+ grant funds in a total amount not to exceed $ 34, 900, 000

2. If the Applicationis approved, Applicant is herebyauthorizedanddirectedto enter into, execute, and deliver a Standard Agreement in a total amount not to exceed 34, 900, 000 , any and all other documents required or
deemed necessaryor appropriateto securethe Homekey+ funds from HCD and to participate in the Homekey+ Program, andall amendmentsthereto (collectively, the Homekey+ Documents"). Applicant approves City Funds not to exceed a one-time contributionof $750,000 on receivingthe HomeKey + Award that will be used for Al
acquisition and rehabilitation, in addition to a yearly operating subsidy of up to 1,200, 000 annually for 5 years with two five- year extensions contingent on the property meeting the required HomeKey + guidelines and affordable housing regulatory agreement

3. Applicant acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

4. City Manager is authorized to execute the Application and the Homekey+ Documents on behalf of Applicant for participation in the Homekey+ Program.

PASSED AND ADOPTED this 9th day of December, 2025 , by the following vote:

AYES: L1 NAYS: L1 ABSTAIN: j_J ABSENT: u The undersigned, MICHAELJ. MANDY, CITYCLERK OF THE CITY OF ANTIOCH (of Applicant) does hereby attest and certify that the foregoingis a trueandfull copy of a resolutionof the governingbodyadopted at a dulyconvenedmeetingon the dateabove - mentioned, and that the resolutionhas not been altered, amended, or repealed. le— Z SIGNATURE: DATE: i a - NAME: M.,
1; ,. AEL71.ANDYTITLE: CITY CLERK OF THE CITYOF ANTIOCHA2

w w w . a n t i o c h c a . g o v
a n t i o c h i s o p p o r t u n i t y . c o m
2 0 0 H S t r e e t , A n t i o c h C A 9 4 5 0 9
( 9 2 5 ) 7 7 9 - 7 0 1 1
C i t y C o u n c i l
C i t y C o u n c i l @ a n t i o c h c a . g o v
Re: Delegation of Signing Authority – Homekey+ / CSH Mahogany Housing Standard Agreement July 28, 2026
To Whom It May Concern,
This letter serves as formal confirmation that the City Council of the City of Antioch has delegated signing authority to Ana Cortez, Acting City Manager, on behalf of the City of Antioch for the execution of all documents associated with the Homekey+ CSH Mahogany Housing Standard Agreement, including any documents that the former Mayor was previously authorized to execute under Government Code 40602.

This delegation has been approved and authorized by Mayor Bernal. The authorization is effective as of the date of this letter.

Mayor
Ron Bernal
Draft

ATTACHMENT G
July 1, 2026 –
June 30, 2027
July 1, 2027 –
June 30, 2028
July 1, 2028 –
June 30, 2029
July 1, 2029 –
June 30, 2030
July 1, 2030 –
June 30, 2031
July 1, 2031 –
June 30, 2032
July 1, 2032 –
June 30, 2033
July 1, 2033 –
June 30, 2034
July 1, 2034 –
June 30, 2035
July 1, 2035 –
June 30, 2036
July 1, 2036 –
June 30, 2037
July 1, 2037 –
June 30, 2038
July 1, 2038 –
June 30, 2039
July 1, 2039 –
June 30, 2040
July 1, 2040 –
June 30, 2041
July 1, 2041 –
June 30, 2042
Year 0 -
Rehab Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Income
Gross Potential Rent
(Studios) $ - $204,600 $209,715 $214,958 $220,332 $225,840 $231,486 $237,273 $243,205 $249,285 $255,517 $261,905 $268,453 $275,164 $282,043 $289,094 Local Subsidy
Measure X (County) $ - $700,000 $700,000 $700,000 $900,000 $600,000 $600,000 $600,000 City of Antioch $ - $600,000 $600,000 $600,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 $1,200,000 Seller Operating Subsidy
Contribution $ - $500,000 $500,000 $500,000 $300,000
CSH Funding $ - $255,000 $324,000 $400,000 $470,000 $551,000 Potential Other Income $ - $4,420 $4,531 $4,644 $4,760 $4,879 $5,001 $5,126 $5,254 $5,385 $5,520 $5,658 $5,799 $5,944 $6,093 $6,245 Less Vacancy $ - ($10,451) ($10,712) ($10,980) ($11,255) ($11,536) ($11,824) ($12,120) ($12,423) ($12,734) ($13,052) ($13,378) ($13,713) ($14,055) ($14,407) ($14,767) Effective Gross Income $ - $1,398,569 $1,403,533 $1,408,622 $1,413,837 $1,419,183 $1,424,663 $1,430,279 $1,436,036 $1,441,937 $1,447,985 $1,709,185 $1,784,540 $1,867,053 $1,943,730 $2,031,573 Operating Expenses
Operating Expenses $ - $1,085,950 $1,123,958 $1,163,297 $1,204,012 $1,246,153 $1,289,768 $1,334,910 $1,381,632 $1,429,989 $1,480,038 $1,531,840 $1,585,454 $1,640,945 $1,698,378 $1,757,821 Resident Services $ - $283,866 $293,801 $304,084 $314,727 $325,743 $337,144 $348,944 $361,157 $373,797 $386,880 $400,421 $414,436 $428,941 $443,954 $459,492 Insurance, Workers Comp,
Benefits $ - $177,796 $184,019 $190,460 $197,126 $204,025 $211,166 $218,557 $226,206 $234,123 $242,318 $250,799 $259,577 $268,662 $278,065 $287,797 Replacement Reserves $ - $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 $42,500 Total Expenses $ - $1,590,112 $1,644,278 $1,700,341 $1,758,365 $1,818,420 $1,880,578 $1,944,910 $2,011,495 $2,080,409 $2,151,736 $2,225,560 $2,301,967 $2,381,048 $2,462,897 $2,547,611 Net Operating Income $ - ($191,543) ($240,745) ($291,719) ($344,528) ($399,237) ($455,915) ($514,631) ($575,459) ($638,472) ($703,751) ($516,374) ($517,427) ($513,995) ($519,168) ($516,038) Homekey COSR $ - $191,543 $240,745 $291,719 $344,528 $399,237 $455,915 $514,631 $575,459 $638,472 $703,751 $492,748 $494,854 $487,990 $498,336 $492,076 Cash Flow After COSR $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $23,626 $22,573 $26,005 $20,832 $ 23,962 $1.8M from Seller contribution towards operating subsidy

ATTACHMENT H
Permanent Sources of
Funds
Here is the updated proforma:
$4.8M from Measure X over two submissions: one in the upcoming cycle in Fall 2026 and another next year in Fall 2027. Similar to the project El Portal Place that you had included we should be able to get these awards, also $2.4/year per award is nominal and on the lower end of Measure X Operating Subsidy awards Key salient points include: