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

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 1 AGREEMENT NO. _________________

LOAN AGREEMENT WITH BAKERSFIELD SENIOR LP

FOR THE AFFORDABLE HOUSING DEVELOPMENT OF

THE BAKERSFIELD SENIOR CENTER

This AGREEMENT (herein “Agreement” or “Loan Agreement”) is made and entered into on _________________, by and between the CITY OF BAKERSFIELD, a charter city and municipal corporation (referred to herein as “ CITY”) and BAKERSFIELD SENIOR LP a California limited partnership (herein “SENIOR LP”).

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 the Bakersfield Senior Center, INC (a non-profit 501c(3) corporation authorized to do business in California, herein “Senior INC”); and

WHEREAS, the Senior Center is now owned by the Housing Authority of the County of Kern, an independent, local government agency, (herein “HACK”); and

WHEREAS, 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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) 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 Grant Program (herein “TCC”), 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 (herein “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 AND SENIOR LP

FOR AFFORDABLE HOUSING

WHEREAS, on November 6, 2018, voters within CITY passed Measure N, PSVS which provides funding to address top community priorities including the construction of affordable housing for qualifying income households within CITY; and

WHEREAS, on May 3, 2021, the California Department of Housing and Community Development (herein “HCD”) announced the LHTF Program that provides matching grants for Affordable Housing Trust Funds (herein “AHTF”) established by local governments; and

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 3 WHEREAS, on July 14, 2021, Bakersfield City Council established the AHTF and adopted a resolution to provide a dollar-for-dollar match of local PSVS funding to be set aside for the development of new affordable housing units as required for CITY to receive funding through the HCD LHTF Program; and

WHEREAS, CITY published two Notice of Funding Availability (herein “NOFA”) for the AHTF program to provide low-interest loans to affordable housing developers and other interested parties for the acquisition, construction, and/or rehabilitation of multifamily affordable housing developments; and

WHEREAS, SENIOR LP, comprised of General Partner Kern Bakersfield Senior LLC, and Managing General Partner GEAHI will work with HACK to complete PROJECT; and

WHEREAS, SENIOR LP was formed to specifically assist HACK in securing tax credits to be eligible for additional funding to complete the housing portion of PROJECT; and

WHEREAS, SENIOR LP has requested a low-interest LHTF Round 2 Loan in the amount of one million eight hundred twenty-six thousand six hundred forty-seven dollars and fifty cents ($1,826,647.50) and a PSVS Matching Fund Loan in the same amount ($1,826,647.50), as enumerated in the AHTF NOFA dated May 12, 2023; and

WHEREAS, SENIOR LP has requested a low-interest LHTF Round 3 Loan in the amount of nine hundred twenty-three thousand three hundred fifty-two dollars and fifty cents ($223,352.50) and PSVS Matching Fund Loan in the same amount ($223,352.50), as enumerated in the AHTF NOFA dated April 18, 2025; and

WHEREAS, SENIOR LP has requested and CITY desires to loan LHTF and PSVS funds to SENIOR LP to be used for the housing aspect of PROJECT; and

***

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

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

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 4 WHEREAS, SENIOR LP has requested and CITY desires to loan REAP funds to SENIOR LP to be used for the housing aspect 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 related to PROJECT; and

WHEREAS, SENIOR LP has requested and CITY desires to loan TCC funds to SENIOR LP to be used for the housing aspect of PROJECT; and

WHEREAS, in summary, SENIOR LP shall receive from CITY a total of $2,050,000 in Round 2 and Round 3 LHTF loan monies, $2,050,000 in PSVS loan monies, $167,537 in REAP loan monies, and $5,571,909 in TCC loan monies for the housing portion of PROJECT; and

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

WHEREAS, SENIOR LP shall complete PROJECT’s Scope of Work, attached hereto as Exhibit “A” and incorporated by reference herein, for the construction of one manager’s unit and thirty-five (35) affordable housing units, that will remain affordable under a Regulatory Agreement for a period of fifty-five (55) years in accordance with Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and SENIOR LP 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

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1.2. “Assisted units” means thirty -five (35) one-bedroom units that will stay in compliance of this Agreement for the duration of the Period of Affordability as required by California Health and Safety Code 50053 , LHTF, TCC, and REAP requirements.

1.3. “Completion Guaranty ” means a completion guaranty agreement , executed by the guarantor, guaranteeing in favor of CITY the completion of the Scope of Work by SENIOR LP in the manner and within the time required by this Loan Agreement. The occurrence of either a Transfer or a Permitted Transfer shall not operate to totally or 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, SENIOR LP 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.

1.4. “Debt Service” means regularly scheduled payments of principal and interest made in a calendar year pursuant to the approved financing obtained for the ownership of PROJECT Property, which is senior in lien priority to any payment obligation with respect to the loan.

1.5. “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.

1.6. "Loan" means all sources of funding from CITY to SENIOR LP to facilitate the construction of PROJECT to be paid back out of the Residual Receipts from PROJECT.

1.7. “Operating Expenses ” means actual, approved, reasonable and customary costs, fees and expenses directly attributable to the operation, recordkeeping, maintenance, taxes and management of PROJECT, including without limitation: a commercially reasonable property management fee, taxes and assessments; payroll and payroll taxes for property; employees; insurance; security; painting, cleaning, repairs, and alterations; landscaping; sewer charges, utility charges; advertising, promotion and publicity, cable telev ision, satellite and other similar services; office, janitorial, cleaning and building supplies; approved recreational amenities and supplies; purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishing; fire alarm monito ring; fees and expenses of accountants, attorneys, consultants and other professionals that are directly BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 6 attributable to PROJECT and which are customarily incurred in the operations of projects comparable to PROJECT. The Operating Expenses shall be reported in the Annual Financing Statement.

Expenses for the purpose of calculating Residual Receipts are subject to CITY approval and shall be calculated on an accrual basis.

Operating Expenses shall not include long-term capital improvements (other than the maintenance of the Replacement Reserve Fund) , repairs or replacements paid out of insurance proceeds received by SENIOR LP, or depreciation of buildings, or other similar non-cash items of expense or deduction from income.

1.8. “Payment Date” means within thirty (30) days of approval of Residual Receipts from CITY of the year following PROJECT Completion and after the end of SENIOR LP ’s fiscal year with respect to the preceding fiscal year.

1.9. “Period of Affordability ” means a fifty -five (55) year time period as required by Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053 beginning at PROJECT Completion.

1.10. "PROJECT" means the Scope of Work described in Exhibit “A”.

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

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

1.13. “Replacement Reserve Fund” means the fund, which shall be used in the future to replace furniture, fixtures and equipment and to replace various aspects of the buildings (e.g., roof, landscape, etc.) and PROJECT Property.

1.14. “Residual Receipts” means, for each calendar year, Revenues less the sum of (i) Operating Expenses, (ii) Debt Service, (iii) Deposits to the Replacement Reserve Fund or other reserves required by PROJECT lenders and limited partners, (iv) deferred SENIOR LP fees, (v) amounts paid to the limited partner to pay for credit deficiencies, (vi) federal income tax liability, (vii) administration fees to partners, and (viii) unpaid property management fees. SENIOR LP shall begin making annual payments of principal and interest from CITY’s share of 50% of Residual Receipts in the year following PROJECT Completion, as defined herein,
in the order and priority set forth in SENIOR LP ’S
organizational documents. CITY shall apply such payments first to pay BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 7 current annual interest due, then the cumulative interest owed, and then to reduce the principal amount of the Loan. If such calculation results in a negative number, Residual Receipts shall be zero (0) for that year.

1.15. “Revenues” means the sum of (i) all cash received from rents, lease payments and all other sources including, without limitation, rental assistance payments, but excluding (a) tenant security or other deposits (unless forfeited), (b) capital contributions and interest thereon, (c) proceeds from capital transactions and (d) interest on reserves not available for distribution, (ii) the net proceeds of any insurance (including rental interruption insurance), other than fire and extended coverage and title insu rance, to the extent not reinvested, and (iii) any other funds deemed available for distribution by SENIOR LP.

1.16. “Senior Households” means households meeting the definition and eligibility under the applicable provisions of California Civil Code Sections 51.3 and 51.3.5 and the federal Fair Housing Act.

2. CITY’S OBLIGATIONS.

2.1. Amount and Term of Loans. CITY shall loan SENIOR LP the following amounts:

2.1.1. AHTF Loans/PSVS: no more than FOUR MILLION ONE HUNDRED THOUSAND DOLLARS ($4,100,000), from CITY subject to the terms of this Agreement, to be enumerated as follows:

• LHTF Round 2 Loan in the amount of ONE MILLION EIGHT

HUNDRED TWENTY-SIX THOUSAND SIX HUNDRED FORTY-SEVEN
DOLLARS AND FIFTY CENTS ($1,826,647.50) and PSVS
Matching Fund Loan in the amount of ONE MILLION EIGHT

HUNDRED TWENTY-SIX THOUSAND SIX HUNDRED FORTY-SEVEN
DOLLARS AND FIFTY CENTS ($1,826,647.50), as enumerated in the AHTF NOFA dated May 12, 2023.

• LHTF Round 3 Loan in the amount of NINE HUNDRED TWENTY-

THREE THOUSAND THREE HUNDRED FIFTY -TWO DOLLARS AND
FIFTY CENTS ($223,352.50) and PSVS Matching Fund Loan in the amount of NINE HUNDRED TWENTY -THREE THOUSAND

THREE HUNDRED FIFTY -TWO DOLLARS AND FIFTY CENTS
($223,352.50), as enumerated in the AHTF NOFA dated April 18, 2025.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 8

2.1.2. TCC Loan: no more than FIVE MILLION FIVE HUNDRED SEVENTY ONE THOUSAND NINE HUNDRED NINE DOLLARS ($5,571,909),
subject to the terms of this Agreement.

2.1.3. REAP Loan: no more than ONE HUNDRED SIXTY-SEVEN
THOUSAND FIVE HUNDRED THIRTY-SEVEN DOLLARS ($167,537),
subject to the terms of this Agreement.

The loans shall be due and payable fifty -five (55) years from the date of execution by SENIOR LP of a promissory note as required herein (“Maturity Date”), unless repaid sooner as set forth in this Agreement or the promissory note.

2.2. In the event SENIOR LP repays the Loan before the Maturity Date, SENIOR LP shall pay accrued interest up to that point. SENIOR LP shall pay simple interest at a rate of three percent (3%) per year. SENIOR LP shall begin making annual payments of principal and interest from Residual Receipts in the year following PROJECT Completion, as defined herein. Payments shall be made from CITY’s share of fifty percent (50%) of the Residual Receipts. CITY shall apply such payments first to pay current annual interest due, then the cumulative interest owed, and then to reduce the principal amount of the Loan.

2.3. If CITY does not receive funds from LHTF, PSVS, TCC, and/or REAP, CITY, at its option, may terminate or suspend this Agreement without any liability to SENIOR LP until CITY receives such funds. SENIOR LP shall not be entitled to any damages from CITY if CITY refuses to disburse funds until CITY receives funds, even if SENIOR LP has detrimentally relied upon this Agreement.

2.4. Disbursement of Funds. CITY shall not be obligated to disburse any funds pursuant to this Agreement until SENIOR LP has executed and recorded all of the following (herein “Required Documents”):

2.4.1. A Promissory Note and Deed of Trust for PROJECT Property. Such Deed of Trust shall be subject only to SENIOR LP’s permanent lender and any other matters of record reasonably acceptable to CITY. The Deed of Trust shall secure all SENIOR LP’s promises extended to CITY in this Agreement.

2.4.2. A Regulatory Agreement against PROJECT Property.

2.4.3. Payments shall be made to SENIOR LP upon SENIOR LP’s submittal to CITY of a monthly certified claim executed by a properly designated official of SENIOR LP indicating the percentage of PROJECT that has been completed. Said
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 9 certified claims shall be itemized and properly documented to clearly show the items, tasks or services for which payment is being claimed and the basis for cost computation whether by cost per hour, cost per weight, cost per task or other
measurement as agreed by and between SENIOR LP and CITY, as more fully described in the attached Scope of Work . Further, requests for disbursement of funds under this Agreement cannot be made until funds are needed to pay of eligible costs and such requests are limited to the amounts needed.

2.4.4. 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 but not limited to, impact fees and PROJECT design costs, CITY shall make a payment to SENIOR LP in the amount of ninety-five percent (95%) of CITY’s pro rata portion of the construction costs incurred by the SENIOR LP 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 SENIOR LP when PROJECT is deemed complete by
PROJECT's architect.

2.4.5. SENIOR LP shall not be reimbursed or otherwise compensated for any expenditures incurred or services provided prior to the Effective Date, or following the earlier of the expiration or termination of this Agreement unless agreed to by CITY. CITY shall only reimburse SENIOR LP 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 evidence of liability consistent with established CITY and SENIOR LP procedures; and (iii) incurred in accordance with all applicable requirements for the expenditure of funds payable under this Agreement.

2.5. Reimbursement Payments . CITY agrees to reimburse "claims for payment" directly to SENIOR LP within thirty (30) days after CITY receives a satisfactory "claim for payment." SENIOR LP shall use the bi-monthly invoicing template attached hereto as Exhibit “ C,” and incorporated by reference herein, to properly itemize and document claims for payment to show clearly the items, tasks, or BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 10 services for which SENIOR LP claims reimbursement setting forth actual expenditures of SENIOR LP in accordance with this Agreement. SENIOR LP 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.

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

• REAP November 30, 2026
• TCC March 10, 2029
• LHTF December 31, 2030

3. SENIOR LP'S OBLIGATIONS.

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

3.2. Security for Performance Hereunder. SENIOR LP and/or General Contractor shall cause certain 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 subcontract 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 naming CITY as beneficiary. These bonds must be in a form approved by CITY’s legal counsel. Notwithstanding the foregoing, in the event that SENIOR LP ’s lender waives the requirement for payment and performance bonds, CITY may also waive any such requirement.

3.3. Permits. SENIOR LP shall, at its own expense, secure, or cause to be secured, any and all permits which may be required by CITY or any other governmental or private agency affected by or having jurisdiction over PROJECT Property or services. This includes but is not limited to SENIOR LP securing all zoning, building, and local land use approvals.

3.4. Compliance with All Laws. SENIOR LP shall, at SENIOR LP ’s 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 Agreement all municipal ordinances and state BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 11 and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation:

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

3.4.2. City Tax Certificate. SENIOR LP shall obtain a CITY business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.

3.4.3. Prevailing Wage. If applicable, SENIOR LP shall pay prevailing wages to all workers employed on public works PROJECT’ s, as defined by California Labor Code. Upon request by CITY, when required per the California Labor Code, SENIOR LP must submit to CITY proof of registering PROJECT with the California Department of Industrial Relations (DIR).

3.4.4. Nondiscrimination. SENIOR LP shall not discriminate or segregate against any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the performance of this Agreement or use of the Property.

3.5. Landscaping and Maintenance of PROJECT. SENIOR LP 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 permanently installed, electrica lly 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.

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3.5.1. If, at any time, SENIOR LP fails 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 SENIOR LP shall pay all such costs as are reasonably incurred for such maintenance.

3.6. 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 construction 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 provided, however, such inspections shall not unreasonably interfere with the construction work in progress. This provision shall not be construed to 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 shall cause to be inserted in any subcontract for performance of the Work a pr ovision permitting the California Department of Housing and Community Development or its agents the right to inspect the work - site at any reasonable time.

3.7. Miscellaneous. SENIOR LP shall comply with all applicable programmatic requirements as required by the State of California in the implementation of the TCC program. The se requirements are outlined in Exhibit “D” attached hereto and incorporated by reference herein.

3.8. Reporting Requirements. SENIOR LP 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 “E” and Exhibit “F,” attached hereto and incorporated by reference herein.

3.9. Program Regulations and Guidelines. SENIOR LP shall comply with all applicable local and state regulations, including but not limited to, the following:

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3.9.1. 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, SENIOR LP shall be solely responsible for the payment thereof.

3.9.2. Initial rents shall be charged in accordance with the Initial Rent Schedule outlined in Exhibit “G” of this Agreement, attached hereto and incorporated by reference herein. Further, rent increases shall be approved when in accordance with the procedure identified in Exhibit “G.” Throughout the required fifty- five (55) year Period of Affordability, thirty -five (35) affordable housing units will be designated for low -income seniors earning up to 60% of the Area Median Income (AMI) as required by Multifamily Housing Program Guidelines Section 7312 , California Health and Safety Code 50053, a nd in accordance with LHTF Program funding requirements beginning at PROJECT
Completion.

3.9.3. As required by the California Department of Housing and Community Development (HCD) as a condition of the LHTF Program, during the Construction Period, if Borrower elects to place a sign or signs identifying PROJECT that is visible to the public, Borrower shall include the following language on the sign, “Funding provided by the Local Housing Trust Fund and the California Department of Housing and Community
Development.” If the Borrower does not elect to place a sign on the Property identifying PROJECT, The California Department of Housing and Community Development may place one or more signs on the property stating that it is providing financing for the development.

3.9.4. In the event of amendments to these loan documents, CITY shall submit copies of all trust fund loan guidelines and underwriting standards and procedures for review and approval from HCD.

3.10. Records and Audits. SENIOR LP shall maintain records sufficient to show it has reasonably complied with all applicable provisions and requirements of this Agreement.

3.10.1. Records and Reports. SENIOR LP shall create and retain accurate records of SENIOR LP's efforts to manage PROJECT and results of those efforts. At least annually, but more often if BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 14 requested by CITY, SENIOR LP will deliver to CITY, a report which includes, at a minimum, the following:

3.10.1.1. Identification of each applicant's referral source; and

3.10.1.2. Family income, rent paid to SENIOR LP , family size, race, ethnicity, gender and disability status of each
person who is a tenant during the reporting period;
and

3.10.1.3. Race, ethnicity, gender and disability status of each applicant; and

3.10.1.4. Level of revenues, reserves, occupancy rates and operating and debt-service costs; and

3.10.1.5. The amount, and proper allocation, of Residual Receipts, as described in this Agreement; and

3.10.1.6. Financial reports showing the availability and/or payment of loan principal and interest out of Residual
Receipts. Additionally, financial statements shall
show the financial condition and continued financial
viability of PROJECT.

3.10.2. Audits. Upon the written request of CITY, SENIOR LP 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, the auditor shall deliver results of said audit to CITY within thirty (30) days of the audit’s completion. CITY’s acceptance of SENIOR LP ’s audit reports does not prohibit CITY from performing any additional audit work CITY deems to be necessary.

3.10.3. Record Retention. SENIOR LP 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 SENIOR LP and its
independent auditor shall provide for access, during normal business hours, to the i ndependent auditor's work papers, by CITY auditors, or their authorized agents. SENIOR LP 's 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, BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 15 whichever occurs later. SENIOR LP 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, SENIOR LP agrees to make documents available for review by any agency
associated with the requirement of PROJECT Property and its services involved in ensuring PROJECT’s compliance.

3.10.4. Accounting Records. SENIOR LP 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 SENIOR LP's 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.

3.10.5. Procurement and Allowable Costs . SENIOR LP shall procure all subcontractors in a manner which encourages
competition, is open to qualified participants, and does not unduly restrict participation. Further, all procurement will comply with all applicable local procurement requirements SENIOR LP agrees to have a copy.

3.10.6. CITY Withholding of Funds. CITY may withhold funds from SENIOR LP if SENIOR LP is not complying with the terms of this Loan Agreement. Should CITY become subject to any
penalties resulting from failure by SENIOR LP , or SENIOR LP 's agent to comply with all applicable laws and regulations, SENIOR LP shall be solely liable for any such penalties and shall fully reimburse CITY for any payments made or funding lost as a result.

4. USES OF PROJECT. SENIOR LP covenants and agrees for itself, its successors, its assigns and every successor in interest , that during construction and thereafter, all assisted units constructed at PROJECT Property will remain affordable to qualifying low-income seniors earning up to 60% of the AMI of Kern County for a minimum affordability period of fifty-five (55) years from the date of PROJECT Completion, in accordance with Multifamily Housing Program Guidelines Section 7312, California Health and Safety Code 50053 and LHTF Program,
TCC Program, and REAP Program funding requirements.

5. DEFAULTS, REMEDIES AND TERMINATION.

5.1. 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 BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 16 term or provision of this Agreement constitutes an event 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.

If SENIOR LP 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 Loan funds, CITY shall notify SENIOR LP of such noncompliance and SENIOR LP shall have sixty (60) days to cure. If SENIOR LP fails to cure the noncompliance, in addition to other rights and remedies permitted by the Loan documents or applicable law, CITY may proceed with any or all of the following remedies in any order or combination CITY may choose in its sole discretion:

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

5.1.2. Bring an action in equitable relief (1) seeking the specific performance by SENIOR LP of the terms and conditions of the Loan documents, and/or (2) enjoining, abating, or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; and

5.2. 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 SENIOR LP’s partners of any default by SENIOR LP. 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

5.2.1. 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

5.2.2. Upon the occurrence of an event of default, the defaulting party shall be liable to the non- defaulting party for damages BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 17 caused by such default. Nothing in this Agreement precludes the instigation of an action for specific performance of the terms of this Agreement.

5.3. Limited Recourse. The Loan and obligations set forth in the L oan documents are limited recourse obligations of SENIOR LP , its officers, employees, partners or agents. Neither SENIOR LP nor any other party shall have any personal liability for repayment of the Loan, except for losses or damages relating to (a) fraud or willful misrepresentation and (b) failure to deliver any insurance or condemnation proceeds received by SENIOR LP 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. Except as otherwise provided herein, the sole recourse of CITY for repayment of the principal and interest shall be the exercise of CITY’s rights against PROJECT Property.

6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party.

Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non- assigning party or parties.

6.1. Prohibition. Except as provided herein, neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of all parties. Any such assignment will be subject to such terms and conditions as CITY and the California Department of Housing and Community Development may choose to impose.

6.2. Permitted Assignments and Transfers. The following transfers do not require the approval of CITY or the California Department of Housing & Community Development:

6.2.1. The admission of limited partners and any transfer of limited partnership interests in SENIOR LP and, any time after the end of the Tax Credit compliance period, a withdrawal of the limited partner from SENIOR LP.

6.2.2. The removal and replacement of SENIOR LP 's limited partner and general partner.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 18

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. COMPLIANCE WITH ALL LAWS. SENIOR LP shall, at SENIOR LP ’s 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 Agreement 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, obtaining a City of Bakersfield business tax certificate (B akersfield Municipal Code Chapter

5.02) where required.

9. CONFLICTS OF INTEREST. SENIOR LP 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.

10. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants 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.

11. 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.

12. DIRECTION. SENIOR LP retains the right to control or direct the manner in which the services described herein are performed.

13. EFFECTIVE DATE. This Loan Agreement shall be in effect from the date of execution through the Period of Affordability, except that SENIOR LP shall retain records as required in this Loan Agreement. All loan obligations, including residual receipt payments and its related conditions, shall be in effect during the term of the loan.

14. EQUIPMENT. SENIOR LP will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.

15. EXECUTION. This Agreement is effective upon the date first written above and 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.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 19

16. 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.

17. FORCE MAJEURE. In addition to specific provisions of this Loan 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, governm ental 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 foregoing, “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.

18. 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.

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

20. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.

21. INDEMNITY. SENIOR LP shall indemnify, defend, and hold harmless CITY and CITY’s 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 a ny kind whatsoever, arising out of, connected with, or caused by SENIOR LP or SENIOR LP ’s 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 for CITY’s sole active negligence or willful misconduct.

22. INDEPENDENT CONTRACTOR. This Agreement calls for SENIOR LP ’s performance of the Scope of Work as an independent contractor. SENIOR LP is not an agent or employee of 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 SENIOR LP other than that of an independent contractor.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 20

23. INSURANCE.

23.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, SENIOR LP must procure and maintain, for the duration of this Agreement, the types and limits of insurance below (“Basic Insurance Requirements”).

23.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.

23.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence. The polic y must:

23.1.2.1 Provide contractual liability coverage for the terms of this Agreement;

23.1.2.2 Provide products and completed operations
coverage;

23.1.2.3 Provide premises, operations, and mobile equipment coverage; and

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

23.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees.

Pursuant to Labor Code Section 1861, SENIOR LP must submit to CITY the following certification before beginning any work on the Improvements:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 21

By executing this Agreement, SENIOR LP is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

23.2 General Provisions Applying to All Insurance Types.

23.2.1 All policies required of SENIOR LP must be written on a first - dollar coverage basis or contain a deductible provision.

Subject to CITY’s advance approval, SENIOR LP may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may 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 insur ance or which is intended to defeat the intent or protection of an additional insured.

23.2.2 All policies required of SENIOR LP must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self -insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers must b e excess of SENIOR LP’s insurance and must not contribute with it.

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

23.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

23.2.5 Full compensation for all premiums which SENIOR LP is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional allowance will be BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 22 made therefor or for additional premiums which may be
required by extensions of the policies of insurance.

23.2.6 It is further understood and agreed by SENIOR LP that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by SENIOR LP in connection with this Agreement.

23.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for SENIOR LP, and all subcontractors must agree in writing to be bound by the provisions of this section.

24. INVESTOR RIDER. The Investor Rider attached hereto as Exhibit “H” is incorporated by this reference as if set out in full.

25. KEY PERSONNEL. At request of CITY, SENIOR LP shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved SENIOR LP shall not change such personnel without the approval of CITY.

26. LICENSES. SENIOR LP shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for SENIOR LP to practice its profession and perform the Scope of Work. If SENIOR LP is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If SENIOR LP is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.

27. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations.

This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.

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

29. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any 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.

30. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 23

31. 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 services 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: BAKERSFIELD CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301

SENIOR LP: BAKERSFIELD SENIOR LP
601 24th Street
Bakersfield, California 93301

WITH A COPY TO: GOLDFARB & LIPMAN LLP
Attn: Isabel L. Brown
1300 Clay Street, 11th Floor
Oakland, California 94612

32. REMEDIES. The remedies provided in this Loan Agreement are cumulative and are in addition to any other remedies in law or equity, which may be available to CITY. The election of one (1) or more remedies shall not bar the use of other remedies unless the circumstanc es make the remedies incompatible

33. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.

34. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unreg istered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Sec tion 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This PROJECT is subject to compliance monitoring and enforcement by the California DIR.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 24

35. SEVERABILITY. If any provision of this Loan Agreement is held invalid, the remainder of the Loan Agreement shall not be affected thereby, and all other parts of this Loan Agreement shall nevertheless be in full force and effect.

36. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of SENIOR LP’s profession in California.

37. STARTING WORK. SENIOR LP shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

38. SUBORDINATION OF AFFORDABILITY RESTRICTIONS. CITY finds that an economically feasible method of financing for the construction and operation of PROJECT , without the subordination of the affordable housing covenants as may be set forth in this Loan Agreement and the Regulatory Agreement, is not reasonably available. CITY shall make affordable housing covenants set forth in this Loan Agreement and the Regu latory Agreement junior and subordinate to the deeds of trusts and other documents required in connection with the construction and permanent financing for PROJECT approved by CITY. Any subordination agreement entered into by CITY shall contain written commitments, which CITY finds are reasonably designed to protect Agency’s investment in the event of default under such senior housing.

39. TAX NUMBERS.

SENIOR LP Federal Tax ID Number: 41-4215386
Is SENIOR LP a corporation? Yes: No: X . (Please check one.)

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

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BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page 25

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

“CITY” “SENIOR LP”

CITY OF BAKERSFIELD BAKERSFIELD SENIOR LP

By:________________________________ By:________________________________ KAREN GOH STEPHEN M. PELZ
Mayor Executive Director

APPROVED AS TO CONTENT: MANAGING GENERAL PARTNER:

ECONOMIC AND COMMUNITY GEAHI BAKERSFIELD SENIOR LLC,
DEVELOPMENT DEPARTMENT a California limited liability company

By:_______________________________ By: Golden Empire Affordable JENNIFER M. BYERS Housing, Inc., a California nonprofit Director public benefit corporation, its sole
member and manager

By: _____________________________
STEPHEN M. PELZ
Executive Director

ADMINISTRATIVE GENERAL PARTNER:

KERN BAKERSFIELD SENIOR LLC,
a California limited liability company

By: Housing Authority of the County of
Kern, a public body, corporate
and politic, its sole member and
manager

By: _______________________________
STEPHEN M. PELZ
Executive Director

APPROVED AS TO FORM: COUNTERSIGNED:

City Attorney: ____________________________ Finance Director: ____________________________

VIRGINIA GENNARO RANDY MCKEEGAN

Insurance:___________

Attachment(s): Exhibit A Exhibit C Exhibit E Exhibit G Exhibit B Exhibit D Exhibit F Exhibit H
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page A -1 Exhibit “A”

SCOPE OF WORK
Purpose:

The BSC will replace the existing aging senior center facility located at 530 4th Street, Bakersfield, CA 93304 . The proposed project site is located in central Bakersfield near community amenities such as parks, transportation, medical care, and other recreational activities. The new facility will improve the Lowell neighborhood by creating an attractive architect urally designed building for seniors to live in a safe, healthy, thriving, and resilient community.

The new affordable housing development will feature thirty -five (35) one - bedroom units reserved for qualifying low-income seniors earning less than 60% of the Area Median Income (AMI). Seventeen (17) of the 1 -bedroom units will be affordable to senior households with income at or below 30% AMI, seven (7) units will serve seniors with income at or below 50% AMI, and eleven (11) units will serve seniors at or below 60% AMI, in accordance with Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053. The development will include at least 4 ADA units. Upon completion of the BSC, the Housing Authority of Kern County will professionally manage the affordable housing units and its amenities.

Description:

CITY’s contribution of NINE MILLION EIGHT HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED FORTY -SIX DOLLARS ($9,839,446) will be a loan to DEVELOPER at 3% simple interest, calculated from residual receipts, with a term of FIFTY -FIVE (55) years and secured by a Deed of Trust on the property. The Loan shall consist of:

• LHTF Round 2 Loan in the amount of ONE MILLION EIGHT

HUNDRED TWENTY -SIX THOUSAND SIX HUNDRED FORTY -SEVEN
DOLLARS AND FIFTY CENTS ($1,826,647.50) and PSVS Matching Fund Loan in the amount of ONE MILLION EIGHT HUNDRED

TWENTY-SIX THOUSAND SIX HUNDRED FORTY -SEVEN DOLLARS
AND FIFTY CENTS ($1,826,647.50), as enumerated in the AHTF NOFA dated May 12, 2023.

• LHTF Round 3 Loan in the amount of TWO HUNDRED TWENTY -

THREE THOUSAND THREE HUNDRED FIFTY -TWO DOLLARS AND
FIFTY CENTS ($223,352.50) and PSVS Matching Fund Loan in the amount of TWO HUNDRED TWENTY -THREE THOUSAND THREE
HUNDRED FIFTY-TWO DOLLARS AND FIFTY CENTS ($223,352.50), as enumerated in the AHTF NOFA dated April 18, 2025.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page A -2 • TCC Loan funds in the amount of FIVE MILLION FIVE HUNDRED

SEVENTY-ONE THOUSAND NINE HUNDRED NINE DOLLARS
($5,571,909).

• REAP Loan funds in the amount of ONE HUNDRED SIXTY -SEVEN THOUSAND FIVE HUNDRED THIRTY-SEVEN DOLLARS ($167,537).

Unit Distribution:

One-Bedroom Units:
17 units for households at or below 30% AMI
7 units for households at or below 50% AMI
11 units for households at or below 60% AMI

Other: 1 two-bedroom manager’s unit.

Construction Costs:

The TCC, REAP, LHTF and PSVS Loans will be used for eligible soft and hard construction costs. Under this Loan Agreement, costs which were incurred prior to the date of execution will be eligible for payment under this Loan Agreement. The following tables show the projected total sources of funds for the project and uses of the funds.

Sources/Uses of Funds:

Sources:

CITY LHTF Round 2 Loan $ 1,826,647.50
CITY LHTF Round 3 Loan $ 223,352.50
CITY PSVS Match Loan $ 2,050,000.00
REAP 2 Loan $ 167,537.00
TCC Loan $ 5,571,909.00
Tax Credit Equity $ 8,666,855.00
Bank Loan $ 2,100,000.00
Deferred Developer Fee $ 102,713.00
TOTAL $ $20,709,214.00

Uses:

Demolition $ 136,205.00
Construction Costs $ 15,000,626.00
Architectural Fees $ 538,953.00
Survey and Engineering $ 69,813.00
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page A -3 Construction Loan Interest and Fees $ 708,465.00 Permanent Financing Costs $ 27,000.00
Legal Fees $ 207,500.00
Contingency Costs $ 812,694.00
Developer Costs $ 2,440,758.00
Reserves $ 106,500.00
Other $ 660,501.00
TOTAL $ $20, 709,214.00

Reporting:

DEVELOPER will be responsible for ensuring that all units funded by the AHTF, TCC, and REAP will have a required affordability period of fifty-five (55) years following Project Completion in accordance with Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053. To ensure compliance, the CITY will monitor DEVELOPER's program on a yearly basis.

DEVELOPER will submit yearly reports each April 1
st, beginning after Project
Completion, to the CITY to ensure that each hous ing unit is being utilized, and occupied, for an affordable housing recipient. These annual reports will also include financial statements showing the availability and/or payment of loan principal and interest out of Residual Receipts. Additionally, financ ial statements shall be submitted annually to show the financial condition and continued financial viability of the project. The information required by the CITY in these reports will be given to DEVELOPER within 60 days of Council approval of this Loan Agreement.

Schedule of Performance:

Selection of General Contractor………………………………………...September 2023 Project Design Development……………………………………………..November 2023 Funding Applications Window…………………………………………...September 2025 Property Acquisition………………………………………………………..June 2025
All Financing Secured………………………………………………………December 2025 Close Construction Loan…………………………………………………..June 2026
Start Construction…………………………………………………………...June 2026
Marketing and leasing activity……………………………………………November 2027 Construction Completion………………………………………………….February 2028 100% Occupancy……………………………………………………………May 2028
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -1 EXHIBIT “B”
Legal Description

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

FIRST FLOOR

PARCEL 2-A

All that real property situated in the City of Bakersfield, County of Kern, State of California, being a portion of 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, more particularly 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.

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 datum.

CONTAINING 234 square feet, more or less.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -2 PARCEL 2-B

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, 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,

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -3

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.

CONTAINING 2,852 square feet, more or less.

A plat showing the above-described parcel is attached hereto and made a part hereof as Plat “A-2”.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

SECOND FLOOR

PARCEL 2-A
All that real property situated in the City of Bakersfield, County of Kern, State of California, being a portion of 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, more particularly 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.

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.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -4

CONTAINING 234 square feet, more or less.

PARCEL 2-B

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;

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.

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.

CONTAINING 532 square feet, more or less.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -5 PARCEL 2-C

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 building located on the Land Parcel having an elevation of 0.00 foot, assumed datum.

CONTAINING 83 square feet, more or less.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -6

A plat showing the above-described parcel is attached hereto and made a part hereof as Plat “A-3”.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

THIRD AND FOURTH FLOORS

PARCEL 2

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 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 above by an upper horizontal plane established at an elevation of 50.00 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.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page B -7 CONTAINING 15,390 square feet, more or less.

A plat showing the above-described parcel is attached hereto and made a part hereof as Plat “A-4”.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

ROOF AND ABOVE

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.

The hereinabove described parcel is bound below by a lower horizontal plane established at an elevation of 50.00 feet and extending above to infinity.

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.

CONTAINING 74,539 square feet, more or less.

A plat showing the above-described parcel is attached hereto and made a part hereof as Plat “A-5”.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page C -1 EXHIBIT "C"

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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page C -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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page C -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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page C -4 Equipment

Subtotal $-
Indirect/Overhead

Subtotal $-

SUBTOTAL FOR THIS
PERIOD $-
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page D -1 EXHIBIT "D"

PROGRAM REQUIREMENTS

SENIOR LP 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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page D -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)

_________________________________________________
SENIOR LP’s Acknowledged Review
BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page E -1 EXHIBIT "E"

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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page E -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 LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page F -1 EXHIBIT "F"

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.

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.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page F -2

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 SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page G -1 Exhibit “G”
Initial Rent Schedule and Rent Increased Procedure

As of the date hereof, the affordable housing unit rents are at the following levels in accordance with Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053:

Initial Rent Schedule

# of
Bedrooms Unit Designation Unit
Count
Gross
Rent
Utility
Allowance Net Rent
1 30% AMI 17 $495 $106 $389
1 50% AMI 7 $825 $106 $719
1 60% AMI 11 $843 $106 $737

In the event that minor modifications to the gross rent, net rent, or utility allowance are required due to program modifications for compliance, the CITY is authorized to modify said rent schedule prior to initial occupancy.

If, at any point after initial occupancy, the property owner desires to increase the rents level for project units, the project owner shall submit, in writing, the proposed increase. This documentation shall identify the current gross rent, utility allowance, and net rent for the unit while identifying the proposed increased rate.

Additionally, the owners shall submit the project units (including street address and unit number) for the units in which the rent increase is being proposed.

The City of Bakersfield shall review the proposed increase in lieu of the project’s current utility allowance and applicable rent levels. If the rents are within the allowable LHTF rent limits, as determined by the HCD Multifamily Housing Program Guidelines Section 7312 and California Health and Safety Code 50053, the CITY shall approve the rent increases. However, if the rent increases are not within the allowable rent levels, the increase shall be denied.

When rent increases are proposed and approved/disapproved, both parties shall maintain documentation of the process.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page H -1 EXHIBIT “H”

INVESTOR RIDER

WHEREAS, CITY OF BAKERSFIELD ("Lender'') has made or will make a loan in the maximum principal amount of $9,839,446 (the "Loan") to BAKERSFIELD SENIOR LP, a California limited partnership ("Borrower") and the Loan will be secured by certain property located at 530 4th Street, Bakersfield, California (the “Project”);

WHEREAS, PNC Bank, National Association and Columbia Housing SLP Corporation, an Oregon corporation (together with their respective successors and assigns, each a "Limited Partner'' and together, the “Limited Partners”), are being admitted limited partners of Borrower as of the date hereof;

WHEREAS, as a condition to consenting to the Loan and becoming limited partners in the Borrower, each Limited Partner requires that the parties hereto grant certain protections to Limited Partners under any one or more of the documents (the "Loan Documents") evidencing or securing the Loan; and

WHEREAS, the parties hereto desire to grant such requests of Limited Partners.

NOW THEREFORE, notwithstanding anything to the contrary set forth in the Loan Documents, the parties make the covenants and representations set forth in this Investor Rider.

1. The Amended and Restated Agreement of Limited Partnership dated on or about the date hereof forming or continuing the Borrower (the "Partnership Agreement") is hereby approved by Lender.

2. Limited Partners' Notice and Cure Rights . In addition to any other cure provisions contained in any of the Loan Documents, each Limited Partner shall have the right to cure all monetary defaults within ten (10) days and all non- monetary defaults within thirty (30) days, after receipt of written notice thereof. If a non-monetary default is not reasonably capable of being cured within thirty (30) days, each Limited Partner shall have such additional time as is reasonably necessary to cure such non- monetary default, provided that each Limited Partner initiates steps to cure the non- monetary default within thirty (30) days of notice and diligently proceed to cure the default. The notice to the Limited Partners will be concurrent with any and all other notices given under the Loan Documents.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page H -2

All notices required or desired to be given to the Limited Partners under the Loan Documents shall be in writing (sent to the address set forth below or such other address designated in a written notice given to Lender) and given in the manner provided in the Loan Documents:

LIMITED PARTNERS:

PNC Bank, National Association
Fox Tower
805 SW Broadway, Suite 2200
Portland, OR 97205-3339
Building Code: YFTP
Attention: Asset Management – Bakersfield

Holland & Knight LLP
10 St. James Avenue, 12th Floor
Boston, Massachusetts 02116
Attention: Kristen Cassetta, Esq.

3. Transfer of Limited Partners' Interest. Notwithstanding anything contained in any of the Loan Documents, the Limited Partners shall have the right to transfer their respective direct and indirect limited partner interests in the Borrower without the consent of the Lender and any such transfer s hall not constitute an "event of default" or "default" under the terms of the Loan Documents.

4. Removal and Replacement of the Managing General Partner and/or Administrative General Partner. If any Limited Partner removes the Managing General Partner or Administrative General Partner of the Borrower in accordance with the terms of the partnership agreement, such removal shall not constitute a default under the Loan Documents, provided that the initial replacement Managing General Partner and/or Administrative General Partner, as applicable is a Limited Partner or an affiliate of a Limited Partner.

The Limited Partner shall have the right to substitute an unaffiliated Managing General Partner and/or Administrative General Partner only with the prior consent of Lender, which consent shall not be unreasonably withheld or delayed; provided however that, as a condition of Lender's consent, the proposed Managing General Partner must comply with all applicable requirements and policies of Lender and Lender may require such verification BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page H -3 of the financial condition of the proposed Managing General Partner as Lender may reasonably deem necessary. Provided further that, as a condition of Lender consent, it may require a replacement Managing General Partner to execute such documents as Lender reasonably deems appropriate to evidence the Borrower's continuing obligations to be bound by the Loan Documents and each and every provision thereof and to the extent that the removed Managing General Partner had obligations under the Loan Documents, to e vidence the replacement Managing General Partner's agreement to be bound by and perform each and every obligation of the removed Managing General Partner.

5. Insurance and Casualty Proceeds. Lender shall not exercise Lender's option to apply insurance proceeds or condemnation proceeds to the payment of the sums owed by the Partnership to Lender if all of the following conditions are met: (i) there are then no uncured events of default or breaches of any of the terms of the Documents, (ii) Lender reasonably determines that there will be sufficient funds to (a) restore and repair the property to a condition approved by Lender, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the property until completion of the restoration and repair of the project to a condition approved by the Lender, and (c) Lender reasonably determines that the rental income of t he property, after restoration and repair of the property to a condition approved by Lender, will be sufficient to meet all operating costs and other expenses, payments for any required reserves and mandatory loan repayment obligations relating to the property.

6. Non-Recourse Obligation. Neither Partnership nor any general partner or limited partner of the Partnership Borrower shall have any liability for payment of this Note other than to have the Property and all other collateral under the Deed of Trust or other Loan Documents, and the rents, income and proceeds from such Property and collateral, applied to satisfy the obligations under the Note; provided, however, that Borrower shall be liable for damages or deficiencies (including costs and reasonable attorneys' fees) resulting from fraud; waste; material misrepresentation; misappropriation of rents, insurance proceeds, condemnation proceeds, or reserves; failure to maintain required insurance without advance written notice to Lender; breaches of covenants or warranties relating to hazardous or toxic substances; and costs of compliance with laws, regulations and orders of environmental agencies regarding hazardous or toxic substances.

BAKERSFIELD SENIOR LP - AFFORDABLE HOUSING AGREEMENT (LHTF) Page H -4

7. Third Party Beneficiary Rights. Lender acknowledges that the Limited Partner of the Borrower is an intended third-party beneficiary of the Loan Documents with respect to the matters specifically addressed herein.

8. Miscellaneous. Capitalized terms not otherwise defined herein shall bear their respective meanings set forth in the Documents. In the event of any conflict between the terms and provisions of this Investor Rider and the terms and provisions of the Documents, the terms and provisions of this Investor Rider shall control. Lender agrees to record this Investor Rider in the real property records in the County and State in which the Project is located as an attachment to the Mortgage or Deed of Trust securing the Loan.

Bakersfield City CouncilJune 10, 2026

Bakersfield City Council
June 10, 2026