Agreement for Senior Center Construction.pdf — Bakersfield City Council, June 10, 2026

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 1
AGREEMENT NO. ________________

GRANT AGREEMENT WITH BAKERSFIELD SENIOR CENTER INC AND

HOUSING AUTHORITY FOR THE COMMERCIAL DEVELOPMENT OF

THE BAKERSFIELD SENIOR CENTER

This AGREEMENT is made and entered into on _________________, by and between the CITY OF BAKERSFIELD, a California charter city and municipal corporation (herein "CITY") and the BAKERSFIELD SENIOR CENTER, INC., a California nonprofit public benefit corporation, authorized to do business in California , (herein “SENIOR INC”), and the HOUSING AUTHORITY OF THE COUNTY OF KERN, an independent, local government agency (herein “HACK”). Senior INC and HACK are also referred to herein as DEVELOPERS or CO-DEVELOPERS.

GENERAL RECITALS

WHEREAS, the Bakersfield senior center (herein “Senior Center”) is a building located at 530 4th Street, Bakersfield California 93304 and provides space for seniors to recreate and be involved in social activities and was once owned by SENIOR INC; and

WHEREAS, the Senior Center is now owned by the HACK, an independent, local government agency; and

WHEREAS, Bakersfield Senior LP (herein “SENIOR LP”) was formed to specifically assist HACK in securing tax credits to be eligible for additional funding; and

WHEREAS, SENIOR LP is comprised of Administrative General Partner: Kern Bakersfield Senior LLC, a limited liability company authorized to do business in California, and Managing General Partner: GEAHI Bakersfield Senior LLC, a California limited liability company authorized to do business in California, in which Golden Empire Affordable Housing, Inc., a California nonprofit public benefit corporation authorized to do business in California is the nonprofit affiliate of HACK and the sole member and manager of the Managing General Partner; and

WHEREAS, for years, and as the number of seniors in Bakersfield grows, it has been the desire of the community to construct an improved Senior Center; and

WHEREAS, CITY is now ready to facilitate the replacement of the existing Senior Center by demolishing and replacing it with a mixed-use four-story building (herein “PROJECT”) to be constructed at the same location as the current Senior Center; and

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 2
WHEREAS, the commercial portion of PROJECT will consist of the first and second floors with a recreation room, kitchen, offices and the like; and the housing portion of PROJECT will consist of the third and fourth floors with thirty-five (35) affordable units for qualifying low-income seniors earning up to 60% of the Area Median Income (herein “AMI”) and one on-site manager unit; and

WHEREAS, PROJECT is best explained by outlining all parties and sources of money associated with the bottom two floors (herein “commercial”) and the parties and sources of money associated with the top two floors (herein “housing”); and

WHEREAS, in general, for the commercial portion of PROJECT, HACK and the Senior INC will be the co-developers and the monies will come from the Transformative Climate Communities (herein “TCC”) Grant Program, a Regional Early Action Planning (herein “REAP”) grant, and monies through HACK; and

WHEREAS, in general, for the housing portion of PROJECT, SENIOR LP will be the sole developer upon recordation of the Required Documents herein and the monies will be loaned to SENIOR LP, through the Local Housing Trust Fund (herein “LHTF”), a matching loan from Public Safety & Vital Services (herein “PSVS”), a TCC loan, and REAP loan, all subject to reimbursement to CITY; and

WHEREAS, upon completion of PROJECT, it is anticipated that SENIOR INC and SENIOR LP will own the new Senior Center at 530 4th Street, Bakersfield California 93304 (herein “PROJECT Property” or “Project Property”) and it will be utilized as such for at least fifty-five (55) years; and

WHEREAS, in order to accurately set forth the obligations of all parties and monies associated with PROJECT, two (2) separate Agreements will be executed:
one for the commercial portion of PROJECT with HACK and SENIOR INC, and one for the housing portion of PROJECT with SENIOR LP and the entities that comprise SENIOR LP.

SPECIFIC RECITALS FOR AGREEMENT BETWEEN CITY, HACK, AND SENIOR INC

FOR THE COMMERCIAL DEVELOPMENT OF SENIOR CENTER

WHEREAS, in 2021, Governor Newsom signed Assembly Bill 140, the California Comeback Plan, to provide funding for projects that accelerate progress towards California housing goals and climate commitments and created the REAP Grants Program of 2021; and

WHEREAS, the Kern Council of Governments (“Kern COG”) is authorized to provide up to $12,670,717 under REAP to eligible activities; and

WHEREAS, on May 24, 2024, the HCD executed Standard Agreement No. 23- EAP2-17908 with Kern COG in the amount of $12,670,717; and BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 3

WHEREAS, on September 19, 2024, CITY approved Agreement No. 2024-262 with Kern COG to allocate REAP funding for PROJECT; and

WHEREAS, CO-DEVELOPERS have requested and CITY desires to provide CO- DEVELOPERS with a REAP grant to be used for the commercial portion of PROJECT; and

***

WHEREAS, the California Legislature appropriated $160 million from its general fund in fiscal year 2022/2023 to support the TCC administered by the Strategic Growth Council (herein “SGC”); and

WHEREAS, on August 1, 2023, CITY submitted an application for TCC funds for what is referred to as the Southeast Strong Initiative which plans to fund multiple improvement projects in Southeast Bakersfield, including PROJECT herein; and

WHEREAS, on March 10, 2025, CITY and SGC entered into Grant Agreement No. SGC23131, which established CITY as lead grantee for the $22,125,000 TCC grant funds and identifies CITY as the responsible entity for compiling and submitting all invoices and reporting documents to the SGC; and

WHEREAS, CO-DEVELOPERS have requested and CITY desires to provide CO- DEVELOPERS, a TCC grant to be used for the commercial portion of PROJECT; and

WHEREAS, in summary, CITY shall provide $953,741 in TCC grant funds and $5,064,579 in REAP grant funds for the commercial portion of PROJECT; and

WHEREAS, HACK and SENIOR INC shall obtain any additional funding for all other amounts required to complete PROJECT that cannot be paid by CITY assistance.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and SENIOR INC and HACK mutually agree as follows:

1. DEFINITIONS.

1.1. “Activity" means soft and hard costs associated with the construction of PROJECT and paid for with all funding sources herein

1.2. “Completion Guaranty” means a completion guaranty agreement , executed by the guarantor, guaranteeing in favor of CITY the completion of the Scope of Work by CO -DEVELOPERS in the manner and within the time required by this Agreement. The occurrence of either a Transfer or a Permitted Transfer shall not operate to totally or BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 4
partially release the guarantor under the Completion Guaranty unless CITY expressly consents to such release in writing, which consent may be given or withheld in CITY’s sole and absolute discretion.

Notwithstanding the foregoing, in lieu of the Completion Guaranty, CO-DEVELOPERS may, in the same time and manner as required of the Completion Guaranty, obtain a performance bond, subject to CITY’S satisfaction and approval, or replace the guarantor on the Completion Guaranty. The approval or disapproval of the performance bond or replacement guarantor shall be within the sole and absolute discretion of CITY.

1.3. “Eligible Project Costs” means soft and hard construction costs related to PROJECT which are eligible for reimbursement in accordance with the appropriate guidelines for all funding sources.

1.4. "Funding" means all sources of funding from CITY to CO -DEVELOPERS to facilitate the completion of PROJECT.

1.5. “Future Use Period” means a period of fifty-five (55) years form the date of Project Completion in which SENIOR INC. agrees to operate the Senior Center as a community facility providing services for seniors.

1.6. "PROJECT" means the Scope of Work described in Exhibit “A” attached hereto and incorporated by reference herein.

1.7. "PROJECT Completion" means the date Certificate of Occupancy is issued for PROJECT Property.

1.8. “PROJECT Property” means that certain real property located on 530 4 th Street, Bakersfield, California, 93304, more specifically described in the Legal Description attached hereto as Exhibit “B” and incorporated by reference herein.

1.9. “Senior” means an individual who is at least sixty-two (62) years of age.

2. CITY’S OBLIGATIONS.

2.1. Disbursement of Funds. CO-DEVELOPERS agree that CITY shall disburse all grant funds identified herein to SENIOR INC in the following amounts per the terms herein:

2.1.1. TCC Grant: no more than NINE HUNDRED FIFTY-THREE THOUSAND SEVEN HUNDRED FORTY-ONE DOLLARS ($953,741);

2.1.2. REAP Grant: no more than FIVE MILLION SIXTY -FOUR THOUSAND FIVE HUNDRED SEVENTY-NINE DOLLARS ($5,064,579).

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 5

If CITY does not receive funds from TCC, and/or REAP, CITY, at its option, may terminate or suspend this Agreement without any liability to CO-DEVELOPERS and CO-DEVELOPERS shall not be entitled to any damages from CITY even if SENIOR INC or HACK has detrimentally relied upon this Agreement.

2.2. Future Use Agreement. CITY shall not be obligated to disburse any funds pursuant to this Agreement until SENIOR INC has executed and recorded a Future Use agreement attached hereto as Exhibit “C” and incorporated herein against the Project Property.

2.3. Reimbursement Payments . CITY agrees to reimburse "claims for payment" directly to SENIOR INC within thirty (30) days after CITY receives a satisfactory "claim for payment." SENIOR INC shall use the bi-monthly invoicing template attached hereto as Exhibit “ D,” and incorporated by reference herein, to properly itemize and document claims for payment to show clearly the items, tasks, or services for which SENIOR INC claims reimbursement setting forth actual expenditures of SENIOR INC in accordance with this Agreement. SENIOR INC shall also describe the basis for computation: cost per hour, cost per weight, cost per task, or other measurement as CITY may specify. CITY may refuse to pay any claim until explained to CITY's satisfaction.

2.3.1. After receipt by CITY of a satisfactory monthly certified claim for construction costs, including any required labor standards documentation (payroll forms, employee interviews, and other construction compliance monitoring actions), soft costs, including b ut not limited to, impact fees and project design costs, CITY shall make a payment to DEVELOPERS in the amount of ninety-five percent (95%) of the CITY’s pro rata portion of the construction costs incurred by DEVELOPERS within thirty (30) days of approval of a certified claim. The balance of the cumulative five percent (5%) retention from each claim shall be paid to DEVELOPERS when the Project is deemed complete by the
Project's architect.

2.3.2. SENIOR INC shall not be reimbursed or otherwise compensated for any expenditures incurred or services provided prior to the Effective Date of this Agreement, or following the earlier of the expiration or termination of this Agreement unless agreed to by CITY. CITY shall only reimburse SENIOR INC for documented expenditures incurred during the Agreement Term that are: (i) reasonable and necessary to carry out the services described in the Scope of Work, (ii) documented by contracts or other BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 6
evidence of liability consistent with established CITY and SENIOR INC procedures; and (iii) incurred in accordance with all applicable requirements for the expenditure of funds payable under this Agreement.

2.4. If CITY does not receive funds from TCC, and/or REAP, CITY, at its option, may terminate or suspend this Agreement without any liability to CO-DEVELOPERS and CO-DEVELOPERS shall not be entitled to any damages from CITY even if SENIOR INC or HACK has detrimentally relied upon this Agreement.

2.5. Expenditure deadline . The expenditure deadline for Funding sources under this Agreement shall be as follows:

• REAP November 30, 2026
• TCC March 10, 2029

3. CO-DEVELOPER'S OBLIGATIONS.

3.1. Financing of PROJECT. CO-DEVELOPERS shall provide all other funding for all other amounts required to complete PROJECT that cannot be paid for by CITY’s assistance.

3.2. Compliance with all Laws. CO-DEVELOPERS shall, at their sole cost, comply with all of the requirements of municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agr eement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation:

3.2.1. City Tax Certificate. CO-DEVELOPERS shall obtain a CITY business tax certificate(s) (Bakersfield Municipal Code Chapter 5.02) where required.

3.2.2. Local and Federal Laws. CO-DEVELOPERS shall obey all CITY regulations now or hereafter enacted to facilitate administration applicable to PROJECT. CO-DEVELOPERS shall become familiar with the appropriate statutes, regulations, and guidelines governing PROJECT. CO -DEVELOPERS shall obey all applicable Federal regulations and guidelines now or hereafter enacted pursuant now or hereafter in effect.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 7

3.2.1. Permits. DEVELOPERS and CITY agree that funding under this Agreement is conditioned upon DEVELOPERS securing all
zoning, building, and local land use approvals. Should the DEVELOPERS fail to secure such approvals, all funding
committed under this Agreement shall be null and void.

Before commencement of construction, or development of any buildings, structures or other work of improvement upon the Project Property, or any other work provided for by this Agreement, DEVELOPERS shall, at its own expense, secure, or cause to be secured, any and all permits which may be required by the CITY or any other governmental or private agency affected by or having jurisdiction over such construction, development or work. Additionally, DEVELOPERS shall require its construction contractor and all s ubcontractors to acquire a seller’s permit (if required by Title 18, Section 1521 of the California Code of Regulations) associated with construction of the Project on the Project Property.

3.3. Construction, Operation and Maintenance Standards. DEVELOPERS shall construct, operate and maintain the PROJECT in accordance with the plans and specifications delivered to CITY by DEVELOPER S, which plans and specifications shall have been drawn by architects and engineers of DEVELOPER S, and which are consistent with CITY’s requirements.

3.4. Schedule. DEVELOPERS shall submit to CITY for review and approval a Scope of Work which includes a schedule outlining the time frame in which all work on the PROJECT will be done. Henceforth, this schedule shall be referred to as the “Schedule of Performance." DEVELOPER S shall commence and complete all construction and development within the times specified in the Schedule of Performance or such reasonable extension of said times as may be mutually agreed upon by CITY and DEVELOPER S. The Schedule of Perform ance is subject to revision from time to time if mutually agreed upon in writing between DEVELOPERS and CITY. CITY’s Manager or his designee is hereby authorized to approve an extension of no more than one hundred (100) days to any time set for performance in DEVELOPERS Schedule of Performance. Any extension will automatically add that same amount of time to any act, which is to perform subsequent to the act for which the extension was granted.

3.4.1. DEVELOPERS shall construct the property in accordance with the schedule of performance, more fully described in the Scope of Work.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 8

3.5. Security for Performance Hereunder. CO-DEVELOPERS and/or General Contractor shall cause subcontractors to provide a performance (completion) bond and a payment bond (labor and materials bond), each in the amount of one hundred percent (100%) of the estimated cost of the work that is the subject of the su bcontract ten (10) days prior to commencement of the work under such subcontract. Such payment and performance bonds shall be issued by a surety company admitted and licensed in California with an AM Best rating of "A" or better and approved by CITY and na ming CITY as beneficiary. These bonds must be in a form approved by CITY’s legal counsel.

Notwithstanding the foregoing, in the event that CO -DEVELOPERS is not required by any lender or investor to obtain payment and performance bonds, CITY may waive such requirement.

3.6. Program Regulations and Guidelines. CO-DEVELOPERS shall comply with all programmatic requirements as required by the State of California in the implementation of the REAP, TCC program as outlined in Exhibit “E” attached hereto and incorporated by reference herein, including but not limited to, the following:

3.6.1. Relocation Assistance and Acquisition Policies . This Agreement is subject to the requirements of State Relocation Assistance Law (CA Government Code Section 7260- 7277)
and Title 25, CCR Section 6000 -6198, and any other local, state, or federal requirements which apply to PROJECT and its relocation of existing tenants . In the event relocation assistance must be provided to any person or entity as a result of PROJECT,
CO-DEVELOPERS shall be solely responsible for the
payment thereof.

3.6.2. Funds for Religious Purpose. CO-DEVELOPERS shall permit no TCC and REAP funds to be expended for the design, construction, operation, or maintenance of any facility to be used for sectarian instruction or as a place for religious worship, except in situations where such use is incidental and does not favor one religious group over another.

3.6.3. Equal Employment Opportunity (Nondiscrimination Clause).

DEVELOPERS shall not discriminate against any employee, or applicant for employment, because of race, color, religion, sex, national origin, age, disability, or sexual orientation. CO - DEVELOPERS shall take affirmative action to ensure that applicants for employment and employees are treated during employment, without regard to race, color, religion, sex, national origin, age, disability, or sexual orientation. Such action shall include, but not b e limited to, the following: employment, BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 9
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. CO-DEVELOPERS shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by CITY setting forth the provisions of this nondiscrimination clause. CO -DEVELOPERS shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, disability, or sexual orientation.

3.6.4. Nondiscrimination Requirements. Under any related agreements or contracts, CO-DEVELOPERS shall provide that no person, on the grounds of race, color, national origin, religion, sex, sexual orientation, or gender identity shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with TCC and REAP funds . In addition, TCC and REAP funds must be made available in accordance with the
following:

3.6.4.1. The Civil Rights Act of 1986, Title VIII of the 1968 Civil Rights Act, California Rumford Fair Housing Act of 1968 and the Fair Housing Amendments Act of 1988, The
California Fair Employment and Housing Act, The Unruh
Act (California Government Code Sectio n 51), The
Ralph Civil Rights Act (California Civil Code Section

51.7), The Bane Civil Rights Act (California Civil Code Section 52.1), California Government Code Sections
111135, 65008 and 65589.5.

3.6.5. Rehabilitation Act of 1973 and Americans with Disabilities Act.

This Agreement is subject to the provisions of Section 503 and 504 of the Rehabilitation Act of 1973 (PL 930112), 29 USC 706, and attendant regulations at 24 CFR, Part 8, which provide that no otherwise qualified, disabled individual shall, solely by reaso n of his disability, be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity receiving federal financial assistance. This Agreement is also subject to The Americans with Disabilities Act of 1990 (amended), 42 USC 12101, et. seq.

///
///
///

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 10

3.6.6. Nondiscrimination Because of Age. This Agreement is subject to the Age Discrimination Act of 1975, as amended, (Title III of Public Law 94-135) and attendant Code of Federal Regulations at 48 CFR, Part 22, Subpart 22.9. That Act sets forth that, except as otherwise provided, no person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.

3.6.7. Lead-Based Paint. This Agreement is subject to the Lead -Based Paint Poisoning Prevention Act (42 USC 4821, et. seq.) and its implementing regulations at 24 CFR Part 35.

3.6.8. Environmental Considerations. CITY and CO-DEVELOPERS want to assure that the policies of the California Environmental Quality Act of 1970 (CEQA), as amended, are most effectively
implemented. CITY shall comply with the CEQA review
procedures (Title 14, Section 15000 et. seq. of the California Administrative Code) in connection with this Project.

This Agreement is subject to the requirements of the Clean Air Act, as amended, 42 USC 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq., Executive Order 11738, dated September 10, 1973, and the regulations of the Envir onmental Protection Agency at 40 CFR Part 50, as amended.

CO-DEVELOPERS shall cause or require to be inserted in full the clause set out in 48 CFR 52.223- 2 in all contracts and subcontracts with respect to any nonexempt (exceed $100,000 or involve a facility the subject of a conviction under the Clean Air Act, or the Federal Waste Pollution Control Act, and listed by the Environmental Protection Agency, or not otherwise exempt) transaction.

3.6.9. CO-DEVELOPERS shall also cause or require to be inserted in full, the certification set forth in 48 CFR 52.223 -1, in each solicitation and resulting contract and contracts it awards without a solicitation.

3.7. Labor Standards Provisions. If applicable, DEVELOPER S shall comply with the requirements of all applicable Local, State, and Federal laws and regulations pertaining to labor standards and prevailing wages insofar as those acts apply to the performance of this Agreement. If applicable, DEVELOPER S shall maintain documentation which demonstrates compliance with hour and wage requirements which shall be made available to CITY for review upon request.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 11

3.7.1. If applicable, DEVELOPERS, and all contractors engaged under contracts are considered “public works projects” per Section 1720 of the California Labor Code. Any public works project paid for in whole or in part with public funds (i.e. local tax revenue), construction projects over $ 1,000 and alteration, demolition, repair, or maintenance projects is subject to prevailing wage. Projects of $30,000 or more must meet
Department of Industrial Relation’s apprenticeship
requirements. In accordance with Labor Cod e Section 1720 et seq., prevailing wages shall be paid for all construction, alteration, demolition, installation, or repair work done under contract and paid in whole or in part out of public funds. All estimates and payments for construction and installa tion of improvements shall include prevailing wages and shall otherwise comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6 and 1813 of the California Labor Code and all other applicable laws and regulations with respect to prevailing wages. Participants in the program are responsible for ensuring that the improvements are following the Prevailing Wage Law.

3.7.2. If applicable, CO-DEVELOPERS shall require the language of this certification to be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and all subrecipient’s shall certify and disclose accordingly.

3.8. Civil Rights Law. CO-DEVELOPERS shall comply with all local, state and federal civil rights laws, including, but not limited to, the California Fair Employment and Housing Act (FEHA) (Part 2.8 (commencing with section 12900) of Division 3 of Title 2), Government Code sections 8899.50, 65008, 65583, subdivisions (c)5) and (c)(10), and11135, Civil Code section 51 (the Unruh Civil Rights Act), and FEHA regulations in California Code of Regulations, title 2, sections 12005-1227.

3.9. Audits and Records.

3.9.1. Accounting Records. CO-DEVELOPERS shall maintain accurate accounting records and other written documentation
pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CO-DEVELOPERS office during the term of this Agreement, and for a period of five (5) years from the date of the final payment hereunder and made available to CITY representatives upon request at any time during regular business hours.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 12

3.9.2. Audits. Upon the written request of CITY, CO-DEVELOPERS shall arrange, at its own expense, the performance of a “Single Audit” of its entire operations by an independent auditor in accordance with CITY policies. In such a case, t he auditor shall deliver results of said audit to CITY within thirty (30) days of the audit’s completion. CITY’s acceptance of CO -DEVELOPERS audit reports does not prohibit CITY from performing any additional audit work CITY deems to be necessary.

3.10. Reporting Requirements. CO-DEVELOPERS shall provide CITY with Metrics/Reporting items on a bi-monthly basis, starting upon execution of this Agreement, as well as an annual report documenting progress in meeting program objectives, in a format and method to be specified by the SGC. Items to be reported on are shown in Exhibit “F” and Exhibit “G,” attached hereto and incorporated by reference herein.

3.11. Record Retention. CO-DEVELOPERS shall maintain all records related to the financing of PROJECT for no less than five (5) years after PROJECT’s completion. Additionally, all individual tenant income verifications, names, addresses, PROJECT rents and PROJECT inspections must be retained for the most recent five (5) year period, until five (5) years after the affordability period terminates. Any agreement between CO - DEVELOPERS and its independent auditor shall provide for access, during normal business hours, to the independent auditor's wo rk papers, by CITY auditors, or their authorized agents. CO -DEVELOPERS independent auditor shall retain, for review purposes, audit work papers for five (5) years from date of audit completion, or until four (4) years after all audit-related issues are resolved, whichever occurs later.

CO-DEVELOPERS shall maintain all records related to this Agreement for five (5) years from PROJECT Completion. CITY reserves the right to review all records required under the Program. Further, CO - DEVELOPERS agrees to make do cuments available for review by any agency associated with the requirement of PROJECT Property and its services involved in ensuring PROJECT’s compliance.

3.12. Rights of Access. For the purpose of assuring compliance with this Agreement, representatives of CITY and California Department of Housing and Community Development Staff shall have reasonable right of access to PROJECT Property without charges or fees and at normal constr uction hours during the period of construction and throughout the fifty-five (55) year affordability period for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements provi ded, however, such inspections shall not unreasonably interfere with the construction work in progress. This provision shall not be construed to BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 13
replace or modify inspection requirements arising out of the issuance of building permits or land use entitlements. The California Department of Housing and Community Development reserves the right to inspect any site upon which the Work is being performed ; and DEVELOPER S shall cause to be inserted in any subcontract for performance of the Work a provision permitting the California Department of Housing and Community Development or its agents the right to inspect the work - site at any reasonable time.

3.13. Landscaping and Maintenance of PROJECT. CO-DEVELOPERS shall maintain PROJECT, the parking facilities and landscaping in a good condition and shall keep PROJECT free from any accumulation of debris or waste materials prior to and after construction. Maintenance shall include, but is not limited to, programmed watering, consistent fertilizing, weed control, cleaning, pruning, trimming, pest control and cultivating. Landscape structural features shall be maintained in sound structural and attractive conditions. All plant material shall be serviced by a permanentl y installed, electrically automated sprinkler system.

Replacement planting must conform to the original intent of the landscape design. Installation of landscape materials shall be in accordance with commonly accepted methods of installation. Trees shall be the equivalent to minimum fifteen (15) gallon container size or larger and shall be vigorous and healthy when planted. Shrubs shall be a minimum of five (5) gallon container size or larger and shall be vigorous and healthy when planted. Live vegetative matter shall cover no less than seventy -five percent (75%) of the required landscaped area at its maturity.

If, at any time, CO -DEVELOPERS fail to maintain the landscaping as required by this Agreement or CITY standards, and the condition is not corrected within a reasonable time from the date of written notice to correct from CITY, CITY may perform the necessary landscaping maintenance, and CO -DEVELOPERS shall pay all such costs reasonably incurred for such maintenance.

4. DEFAULTS, REMEDIES AND TERMINATION.

4.1. Defaults. Subject to the extensions of time for construction pursuant to the terms set forth in the Scope of Work, or otherwise pursuant to this Agreement, failure or delay by either party to perform any material term or provision of this Agreement constitutes an e vent of default under this Agreement. Except as may be otherwise provided herein, the party who so fails or delays must, upon discovering or receiving notice of such event of default, immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 14

If CO-DEVELOPERS is not in full compliance with the terms of this Agreement at any time during the term of this Agreement after CITY has commenced to disburse grant funds, CITY shall notify CO - DEVELOPERS of such noncompliance and CO-DEVELOPERS shall have sixty (60) days to cure. If CO -DEVELOPERS fails to cure the noncompliance, in addition to other rights and remedies permitted by the grant documents or applicable law, CITY may proceed with any or all of the following remedies in any order or combination CI TY may choose in its sole discretion:

4.1.1. Terminate this Agreement, in which event the entire principal amount outstanding, as well as any other monies advanced to CO-DEVELOPERS by CITY under the grant documents including administrative costs, shall immediately become due and
payable at the option of CITY; and

4.1.2. Bring an action in equitable relief (1) seeking the specific performance by CO-DEVELOPERS of the terms and conditions of the grant documents, and/or (2) enjoining, abating, or
preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; and

4.2. Remedies. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Additionally, CITY shall notify CO -DEVELOPERS partners of any default by CO-DEVELOPERS. Except as required to protect against further damages, and except as otherwise expressly provided in this Agreement. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; and

4.2.1. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights or remedies as to any event of default shall not operate as a waiver of any default or any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings, which it may deem necessary to protect, assert or enforce any such rights or remedies; and

4.2.2. Upon the occurrence of an event of default, the defaulting party shall be liable to the non- defaulting party for damages caused by such default. Nothing in this Agreement precludes the instigation of an action for specific performance of the terms of this Agreement.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 15

4.2.3. Withhold payment of grant funds and/or issuance of building permits or performance of inspections related to the PROJECT.

4.2.4. Seek reimbursement of all dispersed grant funds related to the PROJECT.

4.2.5. Disallow future grant funds to CO-DEVELOPERS.

4.3. Limited Recourse. The grant and obligations set forth in the grant documents are limited recourse obligations of CO -DEVELOPERS, its officers, employees, partners or agents. Neither CO -DEVELOPERS nor any other party shall have any personal liability for repayment of the grant, except for losses or damages relating to (a) fraud or willful misrepresentation and (b) failure to deliver any insurance or condemnation proceeds received by CO -DEVELOPERS to CITY or to otherwise apply such sums as required under the Deed of Trust to the extent of the insurance or condemnation proceeds not delivered.

5. AMENDMENT. Any amendment to this Agreement shall be reduced to writing, signed by an authorized representative of each party, and attached to this Agreement.

6. ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of all the Parties.

Any such assignment will be subject to such terms and conditions as CITY may choose to impose.

7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.

8. CONFLICTS OF INTEREST. CO-DEVELOPERS stipulates that corporately, or individually, the firm, its employees and subconsultants have no financial interest in either the success or failure of any project, which is dependent upon the result of the work prepared pursuant to this Agreement.

9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 16

11. DIRECTION. CO-DEVELOPERS retains the right to control or direct the manner in which the services described herein are performed.

12. EFFECTIVE DATE. This Agreement shall be in effect from the date of execution through the Period of Affordability, except that CO -DEVELOPERS shall retain records as required in this Agreement.

13. EQUIPMENT. CO-DEVELOPERS will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.

14. EXECUTION. This Agreement is effective upon approval and execution by CITY after approval and execution by CO -DEVELOPERS. It is the product of negotiation, and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

15. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.

16. FORCE MAJEURE. In addition to specific provisions of this Agreement, a party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by governmental entities, enactment of conflicting State or Federal laws or regulations, new or supplementary environmental regulations enacted by the State or Federal government, or litigation (any of the fo regoing, “Force Majeure”). An extension of time for such cause may be mutually agreed upon by the parties hereunder for the period of the enforced delay or longer.

17. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.

18. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.

19. INDEMNITY. CO-DEVELOPERS shall indemnify, defend, and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CO -DEVELOPERS, CO- BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 17
DEVELOPERS employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except to the extent cau sed by CITY’s active negligence or willful misconduct. This obligation to indemnify shall survive termination of this Agreement.

20. INDEPENDENT CONTRACTOR. This Agreement calls for the performance of the services of CO -DEVELOPERS as an independent contractor. CO - DEVELOPERS is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CO -DEVELOPERS other than that of an independent contractor.

21. INSURANCE. In addition to any other insurance or bond required under this Agreement, the CO-DEVELOPERS (either itself or through its General Partner) shall procure and maintain for the duration of this Agreement the following types and limits of insurance ("basic insurance requirements" herein):

21.1. In addition to the insurance coverage required below , during construction and prior to Project Completion, DEVELOPER S shall maintain coverage of the type now known as builder’s completed value risk insurance, as delineated on an All- Risk Builder's Risk 100% Value Non-Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include, (1) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (2) a “Replacement Cost Endorsement” in amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by CITY, and (3) an endorsement to include coverage for budgeted soft costs (including construction loan interest, building permit fees, construction inspection fees, builder’s risk insurance, and property taxes during construction). The replacement cost coverage shall be for work performed and equipment, supplies and materials furnished to the Property or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not exceeding $50,000 per occurrence (except that any earthquake coverage shall carry a deductible equal to 5% of the policy amount, or such other deductible amount as CITY may determine is acceptable, in light of the cost of the premium for such insurance).

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 18

21.2. Automobile liability insurance. CO-DEVELOPERS provides coverage on an occurrence basis for bodily injury, including death, of one (1) or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence; and the policy shall:

21.2.1. Provide coverage for owned, non-owned and hired autos.

21.3. Broad form commercial general liability insurance. Unless otherwise approved by the CITY’s Risk Manager, CO -DEVELOPERS provides coverage on an occurrence basis for bodily injury, including death, of one (1) or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence; and the policy shall:

21.3.1. Provide contractual liability coverage for the terms of this Agreement.

21.3.2. Provide unlimited products and completed operations coverage.

21.3.3. Contain an additional insured endorsement in favor of the CITY, its mayor, council, officers, agents, employees, and volunteers.

21.3.4. All policies shall be written on a first -dollar coverage basis or contain a deductible provision. Subject to advance approval by the CITY, CO -DEVELOPERS may utilize a Self -Insured Retention provided that the policy shall not contain language, whether added by endorsement or contained in the Policy Conditions, that prohibits satisfaction of any Self -Insured provision or requirement by anyone other than the Named Insured, or by any means including other insurance or which is intended to defeat the intent or protection of an Additional Insured.

21.4. Worker’s compensation insurance. Covering the CO -DEVELOPERS general contractor with statutory limits and employer’s liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence; and the policy shall contain a waiver of subrogation in favor of CITY, its mayor, council, officers, agents, employees and designated volunteers.

21.4.1. Except for professional liability, all policies required of the CO - DEVELOPERS shall be primary insurance as to CITY, its mayor, BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 19
council, officers, agents, employees or designated volunteers and any insurance or self -insurance maintained by CITY shall be excess of the CO -DEVELOPERS insurance and shall not contribute with it.

21.4.2. Except for workers’ compensation, insurance is to be placed with insurers with a Bests’ rating as approved by CITY’s Risk Manager, but in no event less than A:VII. Any deductibles, self- insurance retentions or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this
Agreement, or insurance rated below Bests’ A:VII, must be declared prior to execution of this Agreement and approved by CITY in writing.

21.4.3. Unless otherwise approved by CITY’s Risk Manager, all policies shall contain an endorsement providing CITY with ten (10) days notice of cancellation for nonpayment of premium and thirty (30) days written notice of cancellation for all other reasons.

CO-DEVELOPERS shall provide CITY notice of any material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy. Copies of policies shall be delivered to CITY on demand.

21.4.4. The insurance required hereunder shall be maintained until all work required to be performed by this Agreement is
satisfactorily completed as evidenced by written acceptance by CITY.

21.4.5. CO-DEVELOPERS shall furnish CITY’s Risk Manager with a certificate of insurance and required endorsements
evidencing the insurance required. The CITY may withdraw its offer of contract or cancel this contract if certificates of insurance and endorsements required have not been
provided prior to the execution of this Agreement.

21.4.6. Full compensation for all premiums which the CO-DEVELOPERS is required to pay on all the insurance described herein shall be considered as included in the prices paid for the various items of work to be performed under the Agreement, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance.

///

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 20

21.4.7. It is further understood and agreed by CO-DEVELOPERS that its liability to CITY shall not in any way be limited to or affected by the amount of insurance obtained and carried by CO -
DEVELOPERS in connection with this Agreement.

21.4.8. Unless otherwise approved by CITY, if any part of the work under this Agreement is subcontracted, the “basic insurance requirements” set forth above shall be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CO-DEVELOPERS.

21.5. Builder’s risk policy. Projects for the construction of buildings or structures with a value exceeding two million dollars ($2,000,000) shall carry the following builder’s all risk insurance or other insurance as approved by CITY:

21.5.1. CO-DEVELOPERS shall purchase and maintain property insurance on a builder’s risk “all risk” or equivalent policy form naming CITY as a named insured. Builder’s risk policy shall be in an amount equal to the actual cash value of the building on completion and the deduc tible shall be in an amount acceptable to CITY. The policy shall stay in force until completion of the project.

21.5.2. All policies required of the CO -DEVELOPERS shall be primary insurance as to CITY, its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY shall be excess of the CO - DEVELOPERS insurance and shall not contribute with it.

22. MERGER AND MODIFICATION. All prior agreements between the Parties are incorporated in this Agreement which constitutes the entire Agreement. Its terms are intended by the Parties as a final expression of their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The Parties further intend this Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any jud icial or arbitration proceeding involving this Agreement. This Agreement may be modified only in a writing approved by the City Council and signed by all the Parties.

23. NEGATION OF PARTNERSHIP. CITY shall not become or be deemed a partner or joint venture with CO -DEVELOPERS or associate in any such relationship with CO-DEVELOPERS by reason of the provisions of this Agreement. CO - DEVELOPERS shall not for any purpose be considered an agent, officer, or employee of CITY.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 21

24. NO WAIVER OF DEFAULT. The failure of any party to enforce against another a provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.

25. NON-INTEREST. No officer or employee of the CITY shall hold any interest in this Agreement (California Government Code Section 1090).

26. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified, commercial delivery service, or registered mail and be effective upon actual personal service, delivery by commercial delivery service or four (4) calendar days after depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:

CITY: CITY OF BAKERSFIELD
Economic and Community
Development Department
1600 Truxtun Avenue
Bakersfield, California 93301

DEVELOPER: BAKERSFIELD SENIOR CENTER
Attn: Lilli J. Parker
15903 San Marco Place
Bakersfield, California 93314

HACK: HOUSING AUTHORITY OF THE COUNTY OF KERN
Attn: Stephen Pelz
601 24
th Street
Bakersfield, California 93301

With a copy to: Goldfarb & Lipman LLP
Attn: Isabel L. Brown
1300 Clay Street, 11th Floor
Oakland, California 94612

27. SEVERABILITY. If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.

28. STARTING WORK. CO-DEVELOPERS shall not begin work until authorized to do so in writing by CITY. No work will be authorized until this Agreement has been fully executed by CO-DEVELOPERS and CITY.

///

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page 22

29. THIRD PARTY CLAIMS . CITY will timely notify CO -DEVELOPERS of third -party claims relating to this Agreement. CITY shall be allowed to recover from CO- DEVELOPERS, and CO-DEVELOPERS shall pay on demand, all costs of notification.

30. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CO-DEVELOPERS of third-party claims relating to this Agreement . CITY shall be allowed to recover from CO-DEVELOPERS, and CO-DEVELOPERS shall pay on demand, all costs of notification.

31. TITLE TO DOCUMENTS. All documents, plans and drawings, maps, photographs and other papers, or copies thereof prepared by CO - DEVELOPERS pursuant to the terms of this Agreement shall, upon preparation, become the property of CITY.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the day and year first-above written.

“CITY” “CO-DEVELOPERS”
CITY OF BAKERSFIELD BAKERSFIELD SENIOR CENTER, INC.

By: ____________________________ By: ______________________________ KAREN GOH LILLI J. PARKER
Mayor Executive Director

HOUSING AUTHORITY OF THE COUNTY OF KERN

By:_________________________________
STEPHEN M. PELZ
Executive Director

APPROVED AS TO CONTENT:

ECONOMIC AND COMMUNITY

DEVELOPMENT DEPARTMENT

By:_______________________________
JENNIFER M. BYERS
Director

APPROVED AS TO FORM: COUNTERSIGNED:

City Attorney: _____________________________ Finance Director: _____________________________

VIRGINIA GENNARO RANDY MCKEEGAN

Insurance:____________

Attachments: Exhibit “A” Exhibit “E”
Exhibit “B” Exhibit “F”
Exhibit “C” Exhibit “G”
Exhibit “D”
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page A -1 EXHIBIT “A”
Scope of Work

Purpose:

The Bakersfield Senior Center Mixed -Use Project is a 36 -unit, mixed -use new construction development to be located at 530 4 th Street in Bakersfield, California). The project will replace the existing Bakersfield Senior Center building with a new, 4 -story state-of-the-art facility that will feature a senior center with amenity offices on the 1st and 2nd floors and residential units on the top two floors.

The project will consist of 35 one- bedroom units being leased to extremely low, very-low, and low -income seniors, with the remaining two -bedroom unit to be used for an on -site manager. The senior center portion of the project will complement the existing housing units by offering classes and programs that promote healthy living, enhance access to health programs/services, activities to increase senior socialization, and nutritional programs to educate seniors on healthy living. The proposed development will cover a total of 1.7 acres.

With this Agreement funding, the Bakersfield Senior Center and Housing Authority of the County of Kern intend to construct the 1
st and 2nd floor of the project in
partnership with Bakersfield Senior LP, who will build the residential portion of the project. CITY’s contribution to this project is no more than SIX MILLION EIGHTEEN THOUSAND THREE HUNDRED AND TWENTY DOLLARS ($6,0180,320) including $953,741 in TCC funding and $5,064,579 in REAP 2.0 funding.

The remaining project funds for construction and permanent financing for the Project, including the housing will consist of a construction loan, City AHTF funds, Authority Developer Loan, Community Project Funding, deferred costs, tax credits, and a deferr ed developer fee. DEVELOPERS, at their discretion and approval by the CITY, may use any additional or alternative funding sources for the construction of the Project. Construction is anticipated to begin by June 2026 and be completed by February 2028.

Description:

The CITY’s contribution of approximately SIX MILLION EIGHTEEN THOUSAND THREE HUNDRED AND TWENTY DOLLARS ($6,0180,320) for the senior center will be a grant to DEVELOPERS. Such funding for the project will be used to develop the senior center portion of the project. This portion of the facility will cover the majority of the 1
st and 2nd floors (the exception being a portion of the ground floor for the housing portion). The facility will include a dining hall, commercial kitchen, amenities for seniors such as a computer lab, study rooms, recreation room, craft rooms, exercise rooms, and offices. A use agreement governing the future use of the property will be recorded on the property as part of the funding conditions.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page A -2 Construction Costs:

The REAP and TCC funds will be used for eligible soft and hard construction costs.

Under this Agreement, costs which were incurred within prior to the date of this Agreement will be eligible for payment under this Agreement. The following tables show the total sources for the project.

LENDER/SOURCE TERM IN
MONTHS

INTEREST
RATE
AMOUNT

OF FUNDS

RESIDUAL

RECEIPTS

HOUSING PORTION
Bank Loan 480 5.75% $2,100,000 No
Transformative
Climate
Communities
660 3% $5,571,909 Yes
City Loan (REAP 2.0) 660 3% $167,537 Yes
City Loan (LHTF) 660 3% $4,100,000 Yes
Total Permanent
Financing
$11,939,446
Tax Credit Equity ---- ---- $8,666,855 No
Deferred Developer
Fee
$102,713 No
Subtotal $20,709,014

BAKERSFIELD SENIOR CENTER PORTION
Transformative
Climate
Communities
---- ---- $953,741
City Loan (REAP 2.0) ---- ---- $5,064,579

HUD CPF
Appropriation
---- ---- $7,575,000
Subtotal $13,593,320
Total Sources of
Funds
$34,302,334

USES OF SOURCE FUNDS
Land Costs/Acquisition $243,877
New Construction/Demolition $26,858,776
Architectural/Engineering Fees $1,090,000
Finance Fees and Interest $736,500
Permanent Financing $27,000
Legal Fees $217,500
Reserves $106,500
Contingency $1,355,133
Soft Costs $100,000
Other Costs $1,126,290
Developer Costs $2,440,758
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page A -3 Reporting:

DEVELOPERS will be responsible for ensuring that the bottom two floors of the facility continue to be used as a Senior Center for a period of fifty -five (55) years, also known as future use period. DEVELOPERS will submit an annual report verifying the facilities continued use as a senior center. Additionally, financial statements shall be submitted annually to show the financial condition and continued financial viability of the project.

Schedule of Performance:

Assuming construction starts by June 2026, grant funds in the amount of SIX

MILLION EIGHTEEN THOUSAND THREE HUNDRED AND TWENTY DOLLARS ($6,0180,320) will be available to DEVELOPERS for no more than twenty -four months from the date of CITY Council approval. The following schedule initiates from the date of CITY Council approval.

Activity Status Completion Date
Project Design Achieved November 2025
Funding Applications Achieved October 2024
Property Acquisition Achieved January 2024
All Financing Secured Achieved February 2026
Construction Loan Closing Pending June 2026
Construction Start Pending June 2026
Preleasing and Marketing of Units Pending December 2027 Construction Completion Pending February 2028
Occupancy Pending April 2028
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -1 EXHIBIT “B”
Legal Description

Real property in the City of Bakersfield, County of Kern, State of California, described as follows:

LAND PARCEL

PARCEL 1

All that real property situated in the City of Bakersfield, County of Kem, State of California, being PARCEL "A" as described in that Certificate of Compliance, recorded May 6, 2026 as Document Number 226051402, Official Records of Kern County, State of California.

The hereinabove described parcel is bound above by an upper horizontal plane established at an elevation of0.00 foot and extending down to the center of earth.

The above elevation is based on the ground floor finish floor elevation of the building located on said Land Parcel having an elevation of 0.00 foot, assumed datum.

FIRST FLOOR

PARCEL 1

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL "A" and the general Easterly line of said PARCEL "A";

thence along said Southerly line, North 89° 11 '16" West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48'44" East, 62.72 feet to the POINT OF BEGINNING;

thence North 0°49'20" East, 10.13 feet;
thence at a right angle, North 89°10'40" West, 23.13 feet;

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -2 thence at a right angle, South 0°49'20" West, 10.13 feet to a line that bears North 89°10'40" West from the Point of Beginning;

thence along last said line, South 89°10'40" East, 23.13 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL "A" and the general Easterly line of said PARCEL "A";

thence along said Southerly line, North 89°1 l '16" West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48'44" East, 62.72 feet;

thence North 0°49'20" East, 189.76 feet to the POINT OF BEGINNING;

thence at a right angle, North 89°10'40" West, 31.04 feet;

thence at a right angle, South 0°49'20" West, 7.68 feet;

thence at a right angle, North 89°10'40" West, 7.58 feet;

thence at a right angle, North 0°49'20" East, 7.73 feet;

thence at a right angle, North 89°10'40" West, 10.79 feet;

thence at a right angle, South 0°49'20" West, 54.04 feet;

thence at a right angle, North 89°10’40” West, 24.42 feet;

thence at a right angle, North 0°49’20” East, 65.47 feet;

thence at a right angle, South 89°10’40” East, 4.78 feet;

thence at a right angle, North 0°49’20” East, 9.09 feet;

thence at a right angle, South 89°10’40” East, 69.05 feet to a line that bears North 0°49’20” East from the Point of Beginning;

thence along last said line, South 0°49’20” West, 20.58 feet to the POINT OF

BEGINNING,

The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 0.00 foot and above by an upper horizontal plane BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -3 established at an elevation of 14.00 feet, both planes being parallel and extending through all points of the lateral boundary description described above.

The above elevations are based on the ground floor finish floor elevation of the building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

SECOND FLOOR

PARCEL 1

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet to the POINT OF BEGINNING;

thence North 0°49’20” East, 10.13 feet;

thence at a right angle, North 89°10’40” West, 23.13 feet;

thence at a right angle, South 0°49’20” West, 10.13 feet to a line that bears North 89°10’40” West from the Point of Beginning;

thence along last said line, South 89°10’40” East, 23.13 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet;

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -4 thence North 0°49’20” East, 189.76 feet to the POINT OF BEGINNING;

thence at a right angle, North 89°10’40” West, 29.58 feet;

thence at a right angle, North 0°49’20” East, 6.75 feet;

thence at a right angle, South 89°10’40” East, 5.54 feet;

thence at a right angle, North 0°49’20” East, 13.83 feet;

thence at a right angle, South 89°10’40” East, 24.04 feet to a line that bears North 0°49’20” East from the Point of Beginning;

thence along last said line, South 0°49’20” West, 20.58 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet;

thence North 0°49’20” East, 189.76 feet;

thence at a right angle, North 89°10’40” West, 29.58 feet;

thence at a right angle, North 0°49’20” East, 6.75 feet;

thence at a right angle, South 89°10’40” East, 5.54 feet;

thence at a right angle, North 0°49’20” East, 13.83 feet;

thence at a right angle, North 89°10’40” West, 26.06 feet to the POINT OF BEGINNING;

thence at a right angle, South 0°49’20” West, 9.93 feet;

thence at a right angle, North 89°10’40” West, 8.38 feet;

thence at a right angle, North 0°49’20” East, 9.93 feet to a line that bears North 89°10’40” West from the Point of Beginning;

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -5 thence along last said line, South 89°10’40” East, 8.38 feet to the POINT OF BEGINNING.

The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 14.00 feet and above by an upper horizontal plane established at an elevation of 28.00 feet, both planes being parallel and extending through all points of the lateral boundary description described above.

The above elevations are based on the ground floor finish floor elevation of the building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

THIRD FLOOR & UP

PARCEL 1

All that real property situated in the City of Bakersfield, County of Kern, State of California, being PARCEL “A” as described in that Certificate of Compliance, recorded May 6, 2026 as Document Number 226051402, Official Records of Kern County, State of California.

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 00°48’44” East, 62.72 feet to the POINT OF BEGINNING;

thence North 00°49’20” East, 210.34 feet;

thence at a right angle, North 89°10’40” West, 58.48 feet;

thence at a right angle, South 0°49’20” West, 9.09 feet;

thence at a right angle, North 89°10’40” West, 15.35 feet;

thence at a right angle, South 0°49’20” West, 201.24 feet to a line that bears North 89°10’40” West from the Point of Beginning;

thence along last said line, South 89°10’40” East, 73.83 feet to the POINT OF BEGINNING.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page B -6 The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 28.00 feet and extending above to infinity, both planes being parallel and extending through all points of the lateral boundary description described above.

The above elevations are based on the ground floor finish floor elevation of the building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -1 EXHIBIT “C”

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Bakersfield
1600 Truxtun Avenue
Bakersfield, California 93301
Attention: Economic & Community
Development Director

This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383

USE AGREEMENT

This USE AGREEMENT (the “Agreement”) is entered into as of ______________________, 2026, by and between the CITY OF BAKERSFIELD, a charter CITY and municipal corporation (the “CITY”), and BAKERSFIELD SENIOR CENTER, INC., a California nonprofit public benefit corporation, authorized to do business in California (the “DEVELOPER”).

R E C I T A L S

WHEREAS, DEVELOPER has acquired certain real property located within the City of Bakersfield, as particularly described in the Legal Description attached hereto as Exhibit “A”, which is incorporated herein by reference (the “Site”); and

WHEREAS, DEVELOPER desires to construct a new senior center on the Site (the “Senior Center Project ”), and provide a public service space for senior households in the community; and

WHEREAS, DEVELOPER and CITY have entered into a Transformative Climate Communities Grant (TCC) and Regional Early Action Planning Grant (REAP) Agreement (the “TCC and REAP Agreement”) dated as of and any amendments thereafter. Subject to the terms and conditions therein, the DEVELOPER has agreed to acquire the Site and construct and operate the Senior Center Project, the CITY has agreed to provide financial assistance to DEVELOPER, and the DEVELO PER has agreed to make the propert y restricted to its use as a senior center supporting senior households for a period of fifty-five (55) years.

NOW, THEREFORE, the parties hereto agree as follows:

1. Property Use. DEVELOPER agrees to utilize the facility exclusively as a community center supporting senior citizens. Additionally, all residents residing on the top two floors of the property shall have access to all services and programs offered in the facility. The f acility may include BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -2 amenities and services to support the well-being of its attendees, as well as office space for the DEVELOPER. This restriction shall stay with the property for a period of fifty -five (55) years beginning on the date of construction completion and the issu ance of a certificate of occupancy from the Building Official having jurisdiction over the property.

2. Compliance with Other Programs. Where occupancy restrictions of other financing sources overlap with the requirement of this REAP and TCC funding, DEVELOPER agrees to comply with all program requirements in conjunction with the requirements of this Agreement.

3. Marketing Program. DEVELOPER shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Senior Center Project to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 CFR 92.351.

4. Maintenance. DEVELOPER, for itself and its successors and assigns, hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Site and all related on- site improvements and landscaping thereon, including, without limitation, buildings, parking areas, lighting, signs and walls in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at DEVELOPER sole cost and expense. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and other landscaping in a healthy condition; and (iii) the repair, replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such savings at all times be kept in a level and smooth condition.

In addition, DEVELOPER shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the CITY that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or gener al welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one thousand (1,000) feet of such portion of the Site.

(a) Maintenance of Improvements. DEVELOPER covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site, or any part thereof, that DEVELOPER shall be responsible for maintaining all improvements that may exist on the Site or that may be constructed on the Site and any off -site improvements in BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -3 accordance with the terms and conditions of the Regulatory Agreement. The foregoing maintenance shall run with the land in accordance with and for the term of the Regulatory Agreement.

DEVELOPER’s further obligations to maintain the Site, and Agency’s remedies in the event of DEVELOPER’s default in performing such obligations, are set forth in the Regulatory Agreement. DEVELOPER hereby waives any notice, public hearing, and other requirements of the public nuisance laws and ordinances of the CITY that would otherwise apply, except as specified in said Regulatory Agreement.

Upon the sale of any portion of the Site, DEVELOPER (but not DEVELOPER’s successor) shall be released from the requirements imposed by this Section 2, and the financial liability therefore, as to the portion of the Site conveyed.

5. Non-Discrimination Covenants. DEVELOPER herein covenants by and for itself, its successors and assigns, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, loca tion, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Site and the Facility. The foregoing covenants shall run with the land.

Notwithstanding the immediately preceding paragraph, with respect to familial status, the immediately preceding paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to f amilial status, nothing in the immediately preceding paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the immediately preceding paragraph.

All deeds, leases or contracts entered into by DEVELOPER relating to the Site and the Development shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses:

(a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -4 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed.

The foregoing covenants shall run with the land.

“Notwithstanding the immediately preceding paragraph, with respect to familial status, the immediately preceding paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the immediately preceding paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the immediately preceding paragraph.”

(b) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

“That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdiv ision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.

“Notwithstanding the immediately preceding paragraph, with respect to familial status, the immediately preceding paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the immediately preceding paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -5 (n), (o), and (p) of Section 12955 of the Government Code shall apply to the immediately preceding paragraph.”

(c) In contracts: “There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926 .1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed.

The foregoing covenants shall run with the land.”

The covenants established in this Section 11 shall, without regard to technical classification and designation, be binding for the benefit and in favor of the CITY and its successors and assigns, and shall remain in effect in perpetuity.

6. Monitoring and Recordkeeping. Throughout the Restricted Use Period, DEVELOPER shall comply with all applicable recordkeeping and monitoring requirements and shall annually complete and submit to CITY a report, prior to April 15 of each year, verifying the facilities continued use as a senior center. Representatives of CITY shall be entitled to enter the Development, upon at least seventy -two (72) hours prior written notice, to monitor compliance with this Agreement, to inspect the records of the Development, and to conduct an independent audit or inspection of such records. The DEVELOPER agrees to cooperate with CITY in making the Development available for such inspection or audit. DEVELOPER agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement.

7. Compliance With Laws and Agreement. DEVELOPER shall carry out the design, development and operation of the Senior Center Project in BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -6 conformity with the Agreement and all applicable laws, including all applicable state labor standards, CITY zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the CITY Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq ., Government Code Section 4450, et seq., Government Code Section 11135, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., Civil Rights Act of 1986, Title VII of the 1968 Civil Rights Act, California Rumford Fair Housing Act of 1968 and the Fair Housing Amendments Act of 1988, The California Fair Employment and Housing Act, The Unruh Act (California Government Code Section 51), The Ralph Civil Rights Act (California Civil Code Section 51.7), The Bane Civil Rights Act (California Civil Code Section

52.1), California Government Code Sections 111135, 65008 and 65589.5.

8. Duty to Prevent Hazardous Material Contamination. During the development and operation of the Development, DEVELOPER shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Site. Such precautions shall include compliance with all Governm ental Requirements with respect to Hazardous Materials. DEVELOPER shall notify CITY, and provide to CITY a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or ab atement orders, cease and desist orders, reports filed pursuant to self -reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and DEVELOPER shall report to CITY, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment.

For purposes of this Section 14, “Governmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the CITY, or any other political subdivision in which the Housing Project is located, and of any other political subdivision, CITY or instrumentality exercising jurisdiction over the CITY, the DEVELOPER or the Development.

For purposes of this Section 14, “Hazardous Materials” means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -7 Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) met hyl tertiary butyl ether, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6903) or (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq.

Notwithstanding the foregoing, "Hazardous Materials" shall not include such products in quantities as are customarily used in the cons truction, maintenance, Rehabilitation or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner typical of other comparable residential developments, or substances commonly ingested by a significant population living within the Housing Project, including without limitation alcohol, aspirin, tobacco and saccharine.

9. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the DEVELOPER and the CITY and the permitted successors and assigns of the DEVELOPER and the CITY. Whenever the term “DEVELOPER ” or “CITY” is used in this Agreement, such term shall include any other successors and assigns as herein provided.

10. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the CITY and their successors and assigns, and DEVELOPER and its successors and assigns, and no other person or persons shall have any right of action hereon.

11. Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

12. Governing Law. This Agreement and the documents and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto.

13. Amendment. This Agreement may not be changed orally, but only by BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -8 agreement in writing signed by DEVELOPER and the CITY.

IN WITNESS WHEREOF, the parties hereto have executed this Regulatory Agreement effective as of the date and year set forth above.

“CITY” “DEVELOPER”
CITY OF BAKERSFIELD BAKERSFIELD SENIOR CENTER, INC.

By: _______________________________ By: _______________________________ KAREN GOH LILLI J. PARKER
Mayor Executive Director

APPROVED AS TO CONTENT:

ECONOMIC AND COMMUNITY

DEVELOPMENT DEPARTMENT

By:______________________________
JENNIFER M. BYERS
Director

APPROVED AS TO FORM: COUNTERSIGNED:

City Attorney: ___________________________ Finance Director: ___________________________

VIRGINIA GENNARO RANDY MCKEEGAN

Insurance:____________

[SIGNATURES MUST BE ACKNOWLEDGED]

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -9 EXHIBIT “A”
Legal Description

Real property in the City of Bakersfield, County of Kern, State of California, described as follows:

LAND PARCEL

PARCEL 1

The hereinabove described parcel is bound above by an upper horizontal plane established at an elevation of0.00 foot and extending down to the center of earth.

The above elevation is based on the ground floor finish floor elevation of the building located on said Land Parcel having an elevation of 0.00 foot, assumed datum.

FIRST FLOOR

PARCEL 1

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL "A" and the general Easterly line of said PARCEL "A";

thence along said Southerly line, North 89° 11 '16" West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48'44" East, 62.72 feet to the POINT OF BEGINNING;

thence North 0°49'20" East, 10.13 feet;
thence at a right angle, North 89°10'40" West, 23.13 feet;

thence at a right angle, South 0°49'20" West, 10.13 feet to a line that bears North 89°10'40" West from the Point of Beginning;

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -10 thence along last said line, South 89°10'40" East, 23.13 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL "A" and the general Easterly line of said PARCEL "A";

thence along said Southerly line, North 89°1 l '16" West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48'44" East, 62.72 feet;

thence North 0°49'20" East, 189.76 feet to the POINT OF BEGINNING;

thence at a right angle, North 89°10'40" West, 31.04 feet;

thence at a right angle, South 0°49'20" West, 7.68 feet;

thence at a right angle, North 89°10'40" West, 7.58 feet;

thence at a right angle, North 0°49'20" East, 7.73 feet;

thence at a right angle, North 89°10'40" West, 10.79 feet;

thence at a right angle, South 0°49'20" West, 54.04 feet;

thence at a right angle, North 89°10’40” West, 24.42 feet;

thence at a right angle, North 0°49’20” East, 65.47 feet;

thence at a right angle, South 89°10’40” East, 4.78 feet;

thence at a right angle, North 0°49’20” East, 9.09 feet;

thence at a right angle, South 89°10’40” East, 69.05 feet to a line that bears North 0°49’20” East from the Point of Beginning;

thence along last said line, South 0°49’20” West, 20.58 feet to the POINT OF

BEGINNING,

The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 0.00 foot and above by an upper horizontal plane established at an elevation of 14.00 feet, both planes being parallel and extending through all points of the lateral boundary description described above.

The above elevations are based on the ground floor finish floor elevation of the building located on the Land Parcel having an elevation of 0.00 foot, assumed BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -11 datum.

SECOND FLOOR

PARCEL 1

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet to the POINT OF BEGINNING;

thence North 0°49’20” East, 10.13 feet;

thence at a right angle, North 89°10’40” West, 23.13 feet;

thence at a right angle, South 0°49’20” West, 10.13 feet to a line that bears North 89°10’40” West from the Point of Beginning;

thence along last said line, South 89°10’40” East, 23.13 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet;

thence North 0°49’20” East, 189.76 feet to the POINT OF BEGINNING;

thence at a right angle, North 89°10’40” West, 29.58 feet;

thence at a right angle, North 0°49’20” East, 6.75 feet;

thence at a right angle, South 89°10’40” East, 5.54 feet; BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -12

thence at a right angle, North 0°49’20” East, 13.83 feet;

thence at a right angle, South 89°10’40” East, 24.04 feet to a line that bears North 0°49’20” East from the Point of Beginning;

thence along last said line, South 0°49’20” West, 20.58 feet to the POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 0°48’44” East, 62.72 feet;

thence North 0°49’20” East, 189.76 feet;

thence at a right angle, North 89°10’40” West, 29.58 feet;

thence at a right angle, North 0°49’20” East, 6.75 feet;

thence at a right angle, South 89°10’40” East, 5.54 feet;

thence at a right angle, North 0°49’20” East, 13.83 feet;

thence at a right angle, North 89°10’40” West, 26.06 feet to the POINT OF BEGINNING;

thence at a right angle, South 0°49’20” West, 9.93 feet;

thence at a right angle, North 89°10’40” West, 8.38 feet;

thence at a right angle, North 0°49’20” East, 9.93 feet to a line that bears North 89°10’40” West from the Point of Beginning;

thence along last said line, South 89°10’40” East, 8.38 feet to the POINT OF BEGINNING.

The above elevations are based on the ground floor finish floor elevation of the BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page C -13 building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

THIRD FLOOR & UP

PARCEL 1

EXCEPTING THEREFROM that parcel of land described as follows:

COMMENCING at the intersection of the Southerly line of said PARCEL “A” and the general Easterly line of said PARCEL “A”;

thence along said Southerly line, North 89°11’16” West, 82.57 feet;

thence leaving said Southerly line at a right angle, North 00°48’44” East, 62.72 feet to the POINT OF BEGINNING;

thence North 00°49’20” East, 210.34 feet;

thence at a right angle, North 89°10’40” West, 58.48 feet;

thence at a right angle, South 0°49’20” West, 9.09 feet;

thence at a right angle, North 89°10’40” West, 15.35 feet;

thence at a right angle, South 0°49’20” West, 201.24 feet to a line that bears North 89°10’40” West from the Point of Beginning;

thence along last said line, South 89°10’40” East, 73.83 feet to the POINT OF BEGINNING.

The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 28.00 feet and extending above to infinity, both planes being parallel and extending through all points of the lateral boundary description described above.

The above elevations are based on the ground floor finish floor elevation of the building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page D -1 EXHIBIT “D”

BI-MONTHLY INVOICE FORM

[TO BE PRINTED ON GRANTEE LETTERHEAD]

Date:

TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAM

IMPLEMENTATION GRANT - BIMONTHLY INVOICE SUMMARY

Grantee: Grant Number:

TCC Project Name: Round #:

Period #: Reporting Period Dates: [START DATE] [END DATE] Authorized Signatory: (Name) (Position)
By my signature below, I certify that I have full authority to execute this payment request on behalf of the Grantee. I declare under penalty of perjury, under the laws of the State of California, that this invoice for reimbursement, and any accompanying supporting documents, for the above-mentioned Program are true and correct to the best of my knowledge, an all disbursements have been made for the purposes and conditions as outlined in the Grant Agreement.

Signature: Date:

TCC Grant Element Amount
Grantee Costs
Project #1
Project #2
Project #3
Project #4
Project #5
Project #6
Project #7
Project #8
Community Engagement Plan
Displacement Avoidance Plan
Workforce Development and Economic
Opportunities Plan

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page D -2 Indicator
Tracking
Plan

TOTAL to be reimbursed this Period $-
Advance Pay Deduction
Total Reimbursement Requested $-

Total Budget
Total Invoiced to Date
Amount Remaining $-

Advance Pay Summary
Advance
Received
Advance
Balance
Current
Invoice
Total
Amount
Paid Via
Invoice
Remaining
Advance
Balance
Interest
Earned

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page D -3

TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAM

IMPLEMENTATION GRANT - INVOICE DETAIL

Complete this form for Grantee Costs, Funded Projects, Indicator Tracking Costs and Transformative Plans.

Grantee: Grant Number:

TCC Project Name: Round #:

Period #: Reporting Period
Dates:
[START
DATE] [END DATE]
[Insert Grantee Costs, Indicator Tracking,
TCC Project # and Name, or Transformative
Plan Name] Lead Entity: [Insert name]

TASK Cost
Description/Category Amount
Supporting
Documentation/Page
#
1 Subtotal $-
2 Subtotal $-
3 Subtotal $-
4 Subtotal $-
Travel

Subtotal $-
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page D -4 Equipment

Subtotal $-
Indirect/Overhead

Subtotal $-

SUBTOTAL FOR THIS
PERIOD $-
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page E -1 EXHIBIT "E"

DEVELOPERS shall comply with all municipal, state, and federal laws now in force, or which may hereafter be in force, pertaining to this Agreement, specifically including but not limited to the following, if applicable:

 SCOPE OF WORK: Exhibit A of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 BUDGET AND SCHEDULE OF DELIVERABLES: Exhibit B of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 SPECIAL TERMS AND CONDITIONS: Exhibit C of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 TCC PROJECT AREA MAP: Exhibit D-1 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 TRANSFORMATIVE PLANS SUMMARY: Exhibit D -2 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council (to be inserted with transformative plans)

 INVOICING AND REPORTING TEMPLATES: Exhibit D-3 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 INDICATOR TRACKING TABLES: Exhibit D -4 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 CALFIRE URBAN GREENING STANDARDS: Exhibit D-5 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 AUTHORIZED SIGNATORY TEMPLATE: Exhibit D -6 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 CALFIRE URBAN GREENING STANDARDS: Exhibit D-7 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page E -2  TCC GRANTEE PUBLICITY GUIDELINES: Exhibit D -8 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 TCC PARTNERSHIP AGREEMENT: Exhibit D -9 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 CERTIFICATE OF COMPLIANCE WITH RUSSIAN SANCTIONS: Exhibit D -10 of Standard Agreement SGC23129 by and between the City of Bakersfield and the Strategic Growth Council

 AGREEMENT 23-REAP2-17908 between the Department of Housing and Community Development and the Kern Council of Governments

 CHAPTER 3.15 (commencing with Section 50515.06), Part 2 of Division 31 of the Health and Safety Code

 REGIONAL EARLY ACTION PLANNING GRANTS OF 2021 (REAP 2.0) – Final Guidelines for Metropolitan Planning Organizations

(Copies of the above provided upon request)

_________________________________________________
DEVELOPERS’ Acknowledged Review
(Bakersfield Senior Center, Inc.)

_________________________________________________
DEVELOPERS’ Acknowledged Review
(Housing Authority of the County of Kern)
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page F -1 EXHIBIT "F"

BI-MONTHLY REPORTING FORM

Grantee: Grant Number:

TCC Project Name: Round #:

Period #: Reporting
Period: [Start Date] to [End Date]
Authorized Signatory: [Name] [Position]
By my signature below, I certify that I have full authority to execute this payment request on behalf of the Grantee. I declare under penalty of perjury, under the laws of the State of California, that this invoice for reimbursement, and any accompanying supporting documents, for the above-mentioned Program are true and correct to the best of my knowledge, an all disbursements have been made for the purposes and conditions as outlined in the Grant Agreement.

Signature:

Date:

1. Summarize the administrative work (Grantee Direct and Indirect/Overhead Costs) completed by the Grantee during the reporting period:

Grantee Activities Grant Funds Spent
[INSERT Task # and Name] $
• Describe work completed (clearly label back billing with date and period #)
• Use bullet points and be succinct
• Make sure to clearly align with the language used in Exhibit B (to ensure easy review)
• Bold any deliverables submitted
[INSERT Task # and Name] $

[INSERT Task # and Name] $

Total $

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page F -2

2. Summarize the work completed during reporting period. Insert one table for each Funded Project and Transformative Plan.

[INSERT NAME OF FUNDED PROJECT OR PLAN] Lead Entity: [INSERT] Tasks Grant Funds Spent
[INSERT Task # and Name] $
• Describe work completed (clearly label back billing with date and period #)
• Use bullet points and be succinct
• Make sure to clearly align with the language used in Exhibit B (to ensure easy review) Bold any deliverables submitted
[INSERT Task # and Name] $

[INSERT Task # and Name] $

Total $

3. Summarize the Indicator Tracking work completed during the reporting period:

[INSERT ITP 1 or 2] Grant Funds
Spent
[INSERT Task # and Name] $
• Describe work completed (clearly label back billing with date and period #)
• Use bullet points and be succinct
• Make sure to clearly align with the language used in Exhibit B (to ensure easy review) Bold any deliverables submitted
Total $
BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page G -1 EXHIBIT "G"

ANNUAL REPORTING FORM

TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAM

ANNUAL PROGRESS REPORT
Grantee: Grant Number:

TCC Project Name: Round #:

Date:

Please respond to the following questions in 1 -3 paragraphs, or with clear bullet points:

Success Stories and Lessons Learned

1. Summarize the major grant milestones completed in the last year.

2. Please share any other success stories from the Project Area, and provide links to related media, as applicable.

3. Describe any “lessons learned” in this past year. Specifically highlight any lessons that may help current grantees, future applicants, or the State, in continued implementation of the projects, and program, respectively.

Challenges and Areas for Improvement
For each question below, please elaborate on: a) steps that the Grantee or Subrecipients are taking to improve, or b) actions or assistance needed from the State, as applicable.

BAKERSFIELD SENIOR INC - COMMERCIAL AGREEMENT Page G -2

4. Discuss any challenges experienced while implementing the grant.

5. Describe any issues faced when working with the technical assistance providers and/or program evaluation consultants.

6. Describe any concerns related to administering the grant and/or working with the State.

Leverage Projects

7. Summarize each Leverage Project’s milestones and deliverables completed in the last year.

8. Summarize the leverage projects that have not met their planned milestones or timelines for the year. Describe the adjusted new timeline.

9. Describe any challenges and/or issues faced with implementing or monitoring stand-alone leverage projects.

Additional TCC-Related Investments
List any new, additional investments generated by the TCC grant or extended leverage commitments adopted after TCC grant execution. Only include additional leverage funding that was not originally included in the grant agreement.

Leverage
Project or
New
Investment
Funding Source

New Amount
Committed
($)
Dates
Committed

Description of
Project or New
Investment
(include
reference links,
if available)

Bakersfield City CouncilJune 10, 2026

Bakersfield City Council
June 10, 2026