Agenda packet — Burbank City Council, May 19, 2026 (part 10 of 13)

Exhibit B 1 ATTACHMENT 12 - 118
1768

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 9: 241-243 W. Verdugo Avenue)
$165,349.06 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation C'Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of One Hundred and Sixty-Five Thousand, Three Hundred and Forty-Nine Dollars and Six Cents ($165,349.06 (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of June 16, 2004, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

2. Interest. The Note Amount shall accrue interest at the rate of three percent (3%) per annum, amortized over fifty-five (55) years. Any balance of the Note shall be due in full on the anniversary date in the 551
h year.

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%} of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the Note. The first residual receipt payment and compliance date shall be April 1, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

3.1 Definitions. As used in this Note the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a Non-profit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and pursuant to the mission statement and goals of Borrower.
"Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. "Income" shall mean all gross income and all revenues of any kind from the Property (each Project is hereafter referred to as Property) in a calendar year, including without limitation, k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Page94
Exhibit B 1 ATTACHMENT 12 - 119
1769
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 k:\proJects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 120
1770
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the detennination of the Residual Receipts.

Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve ( 12) other properties as security for this note. A default of this Note could result in foreclosure of all thirteen properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

6. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.
k:\projects\bhc-<lebt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 121
1771

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments and Modifications. This Note may not be changed oratly, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. Except in connection with transfers permitted pursuant to Section 504 of the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the Agency, which consent may be given or withheld in the Agency's sole discretion.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title:

Exhibit B 1 ATTACHMENT 12 - 122
1772

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 9: 241-243 West Verdugo Avenue)
$334,814.63 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the CITY OF BURBANK, a California municipal corporation (the "City"), or order, at the City's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the City may designate in writing, the principal sum of Three Hundred Thirty-Four Thousand, Eight Hundred and Fourteen Dollars and Sixty-Three Cents ($334,814.63) in cUITency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the ''Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of June 16, 2004, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

3. Repayment of Note Amount. The Note Amount shall be immediately due and payable in the event that one of the repayment conditions set forth herein, to wit: Borrower commits a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreement, and fails to cure said default within the time periods provided in those documents, if any. Otherwise, Borrower shall have no obligation to pay this Note or make any installment payment thereon. At the fifty-fifth (55th) anniversary of the date this Note is executed, provided Borrower has not committed or caused the occurrence of a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreement, the Note Amount will forgiven in its entirety. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

Notwithstanding the foregoing, however, the total amount of the principal, interest and any other amounts owing under this Note shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property, as that term is defined in the Agreement (other than transfers approved or permitted pursuant to the Agreement); or k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 123
1773
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreement, or this Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) other properties as security for this note. A default of this Note could result in foreclosure of all thirteen properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

S. Waivers.
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the City's sole discretion and that the City may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the City with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the City.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. Except in connection with transfers permitted pursuant to the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the City, which consent may be given or withheld in the City's sole discretion.
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 124
1774

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restrucruring\Loan Agreement 10-13-06 10-13--06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ---------------- Title:

Page 100 ends

Exhibit B 1 ATTACHMENT 12 - 125
1775

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 9: 257 West Verdugo Avenue)
$341,004.84 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the CITY OF BURBANK, a California municipal corporation (the "City"), or order, at the City's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the City may designate in writing, the principal sum of Three Hundred Forty-One Thousand and Four Dollars and Eighty-Four Cents ($341,004.84) in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of June 16, 2004, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

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Exhibit B 1 ATTACHMENT 12 - 126
1776
•
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreement, or this Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) other properties as security for this note. A default of this Note could result in foreclosure of all thirteen properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the City.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

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Exhibit B 1 ATTACHMENT 12 - 127
1777

11. Terms. Any tenns not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title:

Page 103 ends

Exhibit B 1 ATTACHMENT 12 - 128
1778
Project No. 10
1902 Keeler Street
On July 19, 2005, BHC entered into an affordable housing agreement with the Agency whereby the Agency agreed to lend BHC $384,000 from the Housing Fund to assist in the acquisition of the property located at 1902 Keeler Street. The loan, which is subordinate to a first deed of trust securing a loan by a private lender, will be forgiven at the end of 55 years , as long as no material default has occurred The Keeler project is hereafter referred to as "Project No. 10." Agency Loan [add on the private loan take out amount]
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 129
1779

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 10: 1902 Keeler Street)
$384,000.00 October_, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Three Hundred and Eighty-Four Thousand Dollars ($384,000.00) (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of July 19, 2005, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as herea_fter defined, unless payments are accelerated in accordance with the Note. The first residual receipt payment and compliance date shall be April 1, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

Page 105 ends

Exhibit B 1 ATTACHMENT 12 - 130
1780
"Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrowers shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts. k:\projects\bhc-dcbt rcstructuring\Loan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 131
1781
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) properties as security for this note. A default of this Note could result in foreclosure of all twelve properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

S. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Agency with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments and Modlflcatlons. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency. k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 132
1782

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc•debt restructuring\Loan Agreement I 0-13--06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: _____________ _
Title:

Page 108 ends

Exhibit B 1 ATTACHMENT 12 - 133
1783

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 10: 1902 Keeler Street)
$99,246.51 October , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Ninety-Nine Thousand Two Hundred and Forty-Six Dollars and Fifty-One Cents ($99,246.51) (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of July 19, 2005, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the Note. The first residual receipt payment and compliance date shall be April 1, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

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Exhibit B 1 ATTACHMENT 12 - 134
1784
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrowers shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 k:\projects\bhc-debt restrucruring\Loan Agreement l 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 135
1785
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 136
1786

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement 10-1 3-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ----- ---------- Title:

Page 11 ends

Exhibit B 1 ATTACHMENT 12 - 137
1787
Project No. 11
313 and 427 West Valencia Avenue
On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC for the property located at 313 and 427 West Valencia Avenue, which documents allowed for administrative amendments to the documents to make that transaction consistent with the revised documents related to this refinancing. The aforementioned property is hereafter referred to as either "Property or Project No. 11 ".

Agency Loans
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Exhibit B 1 ATTACHMENT 12 - 138
1788

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 11: 313 and 427 West Valencia Avenue)
$134,995.00 (wrong amt) __ _,2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of One Hundred Thirty Four Thousand Nine Hundred Ninety Five Dollars($ 134,995.00) (the ''Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the ''Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of _______ _, and as amended _______ (the "Agreement").

The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional tenns set forth in this Note.

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Exhibit B 1 ATTACHMENT 12 - 139
1789
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; {b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (t) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrowers shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 k:\projccts\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 140
1790
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) properties as security for this note. A default of this Note could result in foreclosure of all twelve properties. Additionally, an Amended and Restated Leasehold Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing will be recorded as additional security.

6. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.
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Exhibit B 1 ATTACHMENT 12 - 141
1791

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debl restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title:

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Exhibit B 1 ATTACHMENT 12 - 142
1792

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Redevelopment Agency
of the City of Burbank
275 East Olive Avenue
Burbank, California 91502
Attention: Agency Director

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

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (this "Deed of Trust"), is made as of _____ _, 2006, by BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Trustor"), whose address is 1819 Grismer Avenue, Burbank, California 91510, to __________________ (and in such capacity herein called the "Trustee"), for the benefit of the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic and the CITY OF BURBANK, a municipal corporation and charter city (and in such capacity herein collectively called the "Beneficiary"), having an office located at 275 East Olive Avenue, Burbank, California 91510-6459.

WITNESSETH: that Trustor grants to Trustee in Trust, with Power of Sale, that property in the County of Los Angeles, State of California, described as:

See attached Exhibit A, incorporated herein.

Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the purpose of securing {l) as of October 1, 2006 payment of indebtedness in the principal amount of$1,760,000 PLUS 100K child care PLUS take out loans, and for future amounts, according to the terms of promissory notes made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof (a more detailed breakdown of each note balance as of October 1, 2006, is attached as Exhibit B), and (2) the performance of each agreement of Trustor incorporated by reference or contained herein, and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust, and when this Deed of Trust is amended to include additional obligations.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform k:\projects\bhc-debt restructuring\l.oan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 143
1793
and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Placer 1028 379
Alpine 3 130-31 Plumas 166 1307
Amador 133 438 Riverside 3778 347
Butte 1330 513 Sacramento 5039 124
Calaveras 185 338 San Benito 300 405
Colusa 323 391 San Bernardino 6213 768
Contra Costa 4684 1 San Francisco A-804 596
Del Norte 101 549 San Joaquin 2855 283
El Dorado 704 635 San Luis Obispo 1311 137
Fresno 5052 623 San Mateo 4778 175
Glenn 469 76 Santa Barbara 2065 881
Humboldt 801 83 Santa Clara 6626 664
Imperial 1189 701 Santa Cruz 1638 607
Inyo 165 672 Shasta 800 633
Kem 3756 690 San Diego SERIES 5 Book 1964,

Page 149774 ends

Kings 858 713 Sierra 38 187
Lake 437 110 Siskiyou 506 762
Lassen 192 367 Solano 1287 621
Los Angeles T-3878874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Mariposa 90 453 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2530 108
Modoc 191 93 Tuolumne 177 160
Mono 69 302 Ventura 2607 237
Monterey 357 239 Yolo 7 69 16
Napa 704 742 Yuba 398 693
Nevada 363 94
Orange 7182 18
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law.
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Exhibit B 1 ATTACHMENT 12 - 144
1794
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.

BURBANK HOUSING CORPORATION, a
California Borrower corporation
By:

Name: ----------- ------
k:\projects\bhc-debt restructuring\Loan Agreement I 0· 13-06 10-13-06
Title:

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Exhibit B 1 ATTACHMENT 12 - 145
1795

ACKNOWLEDGMENT
State of California
County of _____ _ }
On __________ , before me, ___ ___________ _, Notary
Public, personally appeared _ ________ ____ _ _ _ _, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature of Notary
k:'lprojects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06
(Seal)

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Exhibit B 1 ATTACHMENT 12 - 146
1796

EXHIBIT A

LEGAL DESCRIPTIONS
Property #1 2331-2333 North Fairview Street
LOT 190 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property#2 3000-3006 Thornton Avenue
LOT 194 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property#3 199 West Elmwood Avenue
LOT 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST ATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGES 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ADDITIONAL LEGAL DESCRIPTION OF PROPERTY #3 ARE ON THE FOLLOWING PAGE. (TO BE INSERTED)
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Exhibit B 1 ATTACHMENT 12 - 147
1797
Property#4 1721 Elliot Drive
LOTS 8 AND 10 OF TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #5 3030 Thornton Avenue
THE EAST 44 FEET OF LOT 195 OF TRACT 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property#6 1801-1815 Grismer, 1819 Grismer and 1729-1735 Elliott LEGAL DESCRIPTIONS OF PROPERTY #6 ARE ON THE FOLLOWING PAGE. (TO BE

INSERTED)
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Exhibit B 1 ATTACHMENT 12 - 148
1798
Property #7 2325 and 2335 Fairview Street
That real property located at 2325 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 189 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located at 2335 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 191 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #8 2321 North Fairview Street and 2321-2323 North Catalina Street
That real property located 2321 North Fairview, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located 2321-2323 North Catalina Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 100 AND 101 IN TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,

CALIFORNIA
Property #9 220 West Tujunga Avenue, 237, 241-243 and 257 West Verdugo Avenue
241-243 West Verdugo Avenue
LOT 10 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
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Exhibit B 1 ATTACHMENT 12 - 149
1799
220 West Tujunga Avenue
LOT 22 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
23 7 West Verdugo A venue
LOT 9 OF TRACT NO. 5101, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE(S) 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 257 West Verdugo Avenue
LOT 1 OF TRACT NO. 5695, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 61, PAGE(S) 92 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #10 1902 Keeler Street
LOT 2 OF TRACT 7683, IN THE CITY OF BURBANK, AS PER MAP RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #11 313 and 427 West Valencia Avenue
313 West Valencia A venue
Lot 14, Tract No. 5370, Map Book 121, Pages 60-61, County of Los Angeles. 427 West Valencia Avenue
Lot 10, Tract No. 53 70, Map Book 121, Pages 60-61, County of Los Angeles Property #12 157 West Linden Avenue and 160 West Elm Court-159 West Linden Avenue
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Exhibit B 1 ATTACHMENT 12 - 150
1800
157 W. Linden Avenue
LOT 36 OF TRACT NO. 6811, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THE SOUTHWESTERLY ONE-HALF THEREOF.
160 Elm Court - 159 West Linden Avenue
LOT 35 OF TRACT NO. 6811, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 35, THENCE NORTH 48 45' 09" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT TO THE MOST WESTERLY CORNER THEREOF; THENCE SOUTH 80 41' 16" EAST 25.30 FEET; THENCE FROM A TANGENT BEARING SOUTH 60 43' 55" EAST, SOUTHEASTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1460 FEET THROUGH AN ANGLE OF 8 32' 55" AN ARC DISTANCE OF 217.84 FEET, THENCE SOUTH 25 31' 40" EAST 15.25 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID LOT 35, DISTANT THEREON, 36.54 FEET NORTHEASTERLY FROM SAID MOST SOUTHERLY CORNER, THENCE SOUTHWESTERLY 36.54 FEET TO SAID MOST SOUTHERLY CORNER TO THE POINT OF BEGINNING.
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Exhibit B 1 ATTACHMENT 12 - 151
1801

EXHIBITB
NOTE BALANCES AS OF OCTOBER 1, 2006
Property#l 2331-2333 North Fairview Street
$135,116.67 - City of Burbank Note
$111,668.49 - Redevelopment Agency of the City of Burbank Note Property#2 3000-3006 Thornton Avenue
$150,000.00 - CityofBurbank Note
$410,207.08 - Redevelopment Agency of the City of Burbank Note Property #3 199 West Elmwood Avenue
$2,832,973.87 - Redevelopment Agency of the City of Burbank Note $299,565.84 - Private Loan
Property #4 1721 Elliot Drive
$618,903.34 - City of Burbank Note
$338,718.54 - Washington Mutual Loan
Property #5 3030 Thornton Avenue
$59,799.74 - Redevelopment Agency of the City of Burbank Note $232,800.00 - Redevelopment Agency of the City of Burbank (Deferred) Note Property #6 1801-1815 Grismer, 1819 Grismer and 1729-1735 Elliott $3,690,472.50 - Redevelopment Agency of the City of Burbank Note Property #7 2325 and 2335 Fairview Street
$1,080,000.00 - City of Burbank Note
$386,750.00 - Washington Mutual Loan
Property#S 2321 North Fairview Street and 2321-2323 North Catalina Street
$3,355,152.50 - Redevelopment Agency of the City of Burbank Note k:\projccts\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 152
1802
Property#9 220 West Tujunga, 237, 241-243 and 257 West Verdugo Avenue
220 West Tuiunga Avenue, 237, 241-243 and 257 West Verdugo Avenue $785,707.51 - Redevelopment Agency of the City of Burbank Note $526,476.76 - First State Bank Loan
241-243 West Verdugo Avenue
$165,349.06 - Redevelopment Agency of the City of Burbank Note $334,814.63 - City of Burbank Note
237 West Verdugo Avenue
$327,441.31 - City of Burbank Note
257 West Verdugo Avenue
$341,004.84 - City of Burbank Note
220 West Tuiunga Avenue
$567,686.05 - City of Burbank Note
Property #10 1902 Keeler Street
$384,000.00 - Redevelopment Agency of the City of Burbank Note $99,246.51 - First State Bank Loan
Property #11 313 and 427 West Valencia Avenue
313 West Valencia Avenue
$135,327.50 - Redevelopment Agency of the City of Burbank Note 427 West Valencia Avenue
$88,522.50-Redevelopment Agency of the City of Burbank Note Property #12 Linden Elm
$1,250,700.26 - Redevelopment Agency of the City of Burbank Note $1,442,415.00 - City of Burbank Note
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Exhibit B 1 ATTACHMENT 12 - 153
1803
Child Care Fee Note
$100,000.00 - Redevelopment Agency of the City of Burbank Note k :\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 154
1804

RECORDING REQUESTED BY

AND WHEN RECORDED
MAIL TO:

Burbank Housing Corporation
241 West Verdugo Avenue
Burbank, CA 91502
Attn: Executive Director
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383

SUBSTITUTION OF TRUSTEE

ANDFULLRECONVEYANCE
A. Burbank Housing Corporation ("Truster") executed that certain Deed of Trust with Assignment of Rents (Short Form) in favor of _____________ as trustee ("Original Trustee") for the benefit of The Redevelopment Agency of the City of Burbank, a public body, corporate and politic, as beneficiary ("Beneficiary") dated _____ , recorded on _______ , as Instrument No. ______ in the Official Records of Los Angeles County, State of California, and encumbering real property more particularly described in Exhibit "A'' attached hereto and incorporated herein by this reference ("Deed of Trust"). The Deed of Trust secures a promissory note in favor of the Agency to repay a rehabilitation loan made to Truster.

B. Truster have agreed to terms on a new promissory note in favor of the Agency which is to replace the existing note and be secured by a new deed of trust.

C. Beneficiary is the sole beneficiary under the Deed of Trust and desires to substitute itself as the new trustee under the Deed of Trust in the place of Original Trustee in the manner provided for in the Deed of Trust.

D. Beneficiary desires to reconvey all of its beneficial interest in the Deed of Trust.

NOW THEREFORE:

1. Beneficiary, having an office located at 275 East Olive Avenue, Burbank, California 91510-6459, hereby substitutes itself as trustee under the Deed of Trust. k:\projccts\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

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Exhibit B 1 ATTACHMENT 12 - 155
1805

2. In consideration for the execution of a replacement deed of trust, substituted trustee under the Deed of Trust hereby reconveys, without warranty, to the person or persons legally entitled thereto, all of the estate now held by it under the Deed of Trust.

DATED:. _________ _
Attest:

Margarita Campos, Agency Secretary
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Mary F. Riley, Sr. Asst. City Attorney
k :\projccts\bhc-debt reslructuring\Loan Agreement 10-13-06 10-13-06
The Redevelopment Agency of the City of
Burbank, a public body, corporate and politic
Mary J. Alvord, Executive Director

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I
Exhibit B 1 ATTACHMENT 12 - 156
1806
EXHIBIT "A"

LEGAL DESCRIPTION
(to be inserted)
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t

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Exhibit B 1 ATTACHMENT 12 - 157
1807

AMENDED AND RESTATED MASTER LOAN AGREEMENT
(Phase 1)
THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT (the
"Agreement") is entered into this 14th day of January, 2025 (the "Effective Date", among the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority"), the CITY OF BURBANK, a municipal corporation and charter city, and BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation (the "Borrower" and/or "BHC"). This Agreement amends and restates in their entirety the Loan Agreements, Promissory Notes, and Deed of Trust, and other agreements related to the projects and properties listed in Recital I below. This Agreement is Phase 1 of a series of anticipated amendments to the Master Loan Agreement approved by the City and Agency on March 21, 2006 and signed by the parties on January 2, 2007, and as amended on November 20, 2008 (the "Master Loan Agreement"), and is intended to modify the loan; future phases may modify project related capital and reserve fund accounts and set forth a process to remove projects from the Master Loan Agreement for redevelopment.

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank established a nonprofit corporation, the Burbank Housing Corporation, ("BHC") to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City of Burbank receives funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. Sec. 12701 , et seq, ("HOME"), for the purpose of the production and operation of housing affordable to lower and very low income families. The City also has Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (hereafter "Community Redevelopment Law") the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City of Burbank's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the "Housing Fund").

D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Housing Authority of the City of Burbank ("Authority") accepted the Redevelopment Agency of the City of Burbank ("Agency") housing duties and assets, including the Housing Fund.

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income tenants/owners. Based on the successful 2 !80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 158
1808
Elmwood model, the parties recognize that affordable housing requires social centers/services to invigorate neighborhoods and to keep projects successful. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered the Master Loan Agreement which modified agreements.and combined all properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project, The Master Loan Agreement combined Agency (now Authority) funds ("Authority Loan") and City HOME and CDBO funds ("City Loan"). The Master Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The Authority Loan and City Loan together are referred to as the "Loan".

0. The required affordability under the HOME program is 15 years for rehabilitation projects and 20 years for new construction projects; there is no required affordability period under the COBO program. The City promissory note before this modification required compliance with the HOME or COBG regulations for the term of the note, which exceeded the minimum HOME and COBO requirements. BHC and the City desire to reduce the maturity date for each portion of the City Loan to reflect the original maturity date for each portion of the Loan (which matched or exceeded the HOME and/or COBO requirements, as applicable), while increasing the term of the affordability requirements on projects assisted by the City Loan . The result of this modification will eliminate ties with the federal government for the HOME and COBG funds sooner, while extending the term of the affordability restrictions on the projects assisted with HOME and/or CDBG funds. Each portion of the City Loan is or will immediately be forgivable as of the initial term of each loan except for loans associated with certain properties identified in this Agreement. However, BHC and the City also desire to extend the affordability period for each project assisted by the City Loan despite any partial or full forgiveness of the City Loan as further provided in this Agreement.

H. Now the parties desire to further modify, restate, and replace in its entirety the Master Loan Agreement by entering into this Amended and Restated Master Loan Agreement to modify and restate the terms of the Loan to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan as set forth in more detail on Schedule 1 to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2) except for the loans related to specified properties as noted in Section 1.1 and on Exhibit A-2; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the loans related to specified properties as noted in Section 1.1 and on Exhibit A-1; 3) define "affordability covenant period" to be 55 years and three months for the Loan commencing January!, 2025 and ending April 1, 2080 ( "Affordability Period"); 4) eliminate the concept of "residual receipts payments" which had resulted in loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not 2 2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 159
1809
limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

I. The projects and properties subject to this Amended and Restated Master Loan Agreement are the following, as well as any future projects which specifically incorporate the Amended and Restated Master Loan Agreement in any City/Authority loan documents regarding those future projects:

1. On October 26, 1999, BHC entered into an affordable housing agreement with the City and Agency to assist in the rehabilitation of 2331-2333 North Fairview Street, then improved as a single-family home and a three-unit apartment building. The City provided an interest free loan of HOME funds and the Agency provided a loan (hereafter referred to as "Project No. l ").

2. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and manage a then duplex and two-unit apartment building located at 3000-3006 Thornton Avenue (hereafter referred to as "Project No.2"), with financial assistance by the Agency and City HOME funds.

3. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and manage real property located at 199 West Elmwood A venue which was then improved with a six-unit apartment building. The transaction also consolidated the prior purchase agreement obligations entered into on November 30, 1999 (the Elmwood model), concerning the acquisition of 153, 158-159,164- 165, 170-171, 188, 194 Elmwood. BHC provided a consolidated Promissory Note to the Agency, in exchange for Agency funds. This Elmwood project is collectively referred to as "Project No.3".

4. On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and management of 1721 Elliot Drive, then improved with an eight-unit apartment building. Under the terms of the affordable housing agreement, the City agreed to loan BHC funds, a portion from CDBG, and a portion from HOME funds. The Agency also lent BHC funds for this project. The Elliot project is hereafter referred to as "Project No. 4" .

5. On May 27, 2003, BHC and the Agency entered into an affordable housing agreement concerning 3030 Thornton Avenue, which was then improved with a single family dwelling. The Agency provided a loan to BHC. The 3030 Thornton Avenue project is hereafter referred to as "Project No. 5" .

6. On September 23, 2003, BHC and Agency entered into a disposition and development agreement ("DOA") and lease agreement whereby BHC agreed to rehabilitate and then lease the property at 1801-1815 Grismer A venue, 1819 Grismer A venue and 1 729- 1735 Elliott Drive. As part of the ODA, the Agency provided BHC a loan for the rehabilitation of existing structures and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects. The aforementioned project is hereafter referred to as "Project No. 6" . 3 2 ! 80\0213876745.14
Exhibit B 2 ATTACHMENT 12 - 160
1810

7. On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven units at 2325 and 2335 Fairview Street. The City provided a loan to BHC from HOME funds (hereafter "Project No. 7").

8. On June 15, 2004, BHC and the Agency entered into an affordable housing agreement whereby Agency provided a loan to fund the acquisition, rehabilitation and management of the property located at 2321 North Fairview Street and 2321-2323 North Catalina Street and related relocation costs for displaced households. An activity center serves the neighborhood. This Project involves multiple unrelated properties. Though this amendment, this Project is being divided into two separate projects: 1) 2321- 2323 N.

Catalina ("Project No. 8A") and 2) 2321 N. Fairview Street ("Project No. 8B"). The loan amounts and promissory notes are also being divided as follows: 1) 65%; to Project No. 8A; and 2) 35% to Project No. 8B.

9. On May 4, 2004, the Agency and BHC restructured and consolidated affordable housing agreements in the Lake-Verdugo Focus Neighborhood, as to 220 West Tujunga Avenue, 237, 241-243, and 257 West Verdugo Avenue, which had been entered into separately in 2000-01. The City (HOME and CDBG) and the Agency had provided funding under the initial agreements. The restructured debt included additional Agency funds lent to BHC to pay off certain private financing. An activity center serves the neighborhood. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as "Project No. 9".

10. On July 19, 2005, BHC entered into an affordable housing agreement with the Agency whereby the Agency lent BHC funds to assist in the acquisition of the property located at 1902 Keeler Street. The Keeler project is hereafter referred to as "Project No. 10." As part of the Keeler Homeownership Development June 16, 2009, Project No. 10 has been removed from the Master Loan process and treated individually. However, the documents that went before Council in January, 2025 inadvertently included Property No. IO, Administratively, the City Attorney through Resolution No. 25-29,585 and the Assistant Executive Director ( authority to issue estoppels and interpretations of the Regulatory Agreement ) have opined that this property should be deleted from the final agreement and all of the exhibits, for the debt had been released from the MLA in 2009 (Council Resolution No. 27,924 and Redevelopment Agency Resolution R-2215). Therefore, Project No. 10 is hereby intentionally deleted.

11. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC for the property located at 313 and 427 West Valencia A venue ("Project No. 11 ").

12. On April 4, 2006, the City (HOME funds) and Agency lent BHC funds for the purchase and rehabilitation ten rental units at 157 West Linden Avenue and 160 West Elm Court/159 West Linden Avenue ("Project No. 12").

13. On January 23, 2007, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 261 West Verdugo Avenue which was rehabilitated to provide for eight affordable rental units using City HOME funds and Agency funds ("Project No. 13").
4 2180\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 161
1811

14. On January 23, 2007, Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to provide six rental units at 2219 and 2329 North Niagara Street. Agency funds were lent to allow for BHC to purchase and rehabilitate the property ("Project No. 14").

15. On November 25, 2008, and amended on Oct. 9, 2009, BHC recorded a regulatory agreement, whereby BHC agreed to acquire and rehabilitate four (4) rental units to low and very low income households. Agency funds and City HOME funds were lent to BHC for this property located at 2406 North Naomi Street ("Project No. 15").

16. On January 15, 2009, BHC recorded a regulatory agreement agreeing to maintain 34 affordable units at 275 W. Verdugo. Agency funds were lent to BHC for this Property ("Project No. 16").

17. On October 13, 2009, BHC recorded a regulatory agreement agreeing to maintain four affordable units at 2615 Thorton A venue, Agency and City (HOME) lent BHC funds to acquire and rehab the property ("Project No. 17").

18. On August 27, 2010, BHC recorded a regulatory agreement agreeing to maintain four affordable units at 225 W. Linden Avenue. Agency and City (HOME) lent BHC funds for this property ("Project Property No. 18").

19. On December 17, 2010, BHC recorded a regulatory agreement agreeing to maintain seven affordable units at 2234 N. Catalina Street. Agency and City (HOME) lent BHC funds for this property ("Project No. 19").

20. On May 25 , 2011, BHC recorded a regulatory agreement agreeing to maintain 20 affordable units at 2223-2235 N. Catalina Street. Agency and City lent BHC funds for this property ("Project No. 20").

21. On November 1, 2012, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 2300 Niagara Street . City lent HOME funds for this property ("Project No 21 "). •

22. On August 22, 2013 , BHC recorded a regulatory agreement agreeing to maintain eleven affordable units at 1101 W, Verdugo A venue and 1108 W. Angeleno Avenue. City (along with multiple other funding sources, MHP and federal fund) lent BHC HOME funds for this property ("Project No. 22").

23. On July 11 , 2017, Authority, City and BHC entered into an Affordable Housing Agreement whereby BHC agreed to rehabilitate 10 rental units at 153, 159 and 199 Elmwood Avenue. City HOME funds were lent to allow for BHC to rehabilitate 10 units in the existing three buildings on the properties ("Project No. 23").

24. On March 6, 2018, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 1932 N. Ontario. Authority and City (HOME) lent BHC funds for this property ("Project No. 24").
5 2 I 8010213876745. 14
Exhibit B 2 ATTACHMENT 12 - 162
1812

25. On November 15, 2018, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 2300 N. Fairview. City (HOME) and Authority lent BHC funds for this property ("Project No. 25").

J. It is intended by the parties to amend and/or restate the applicable Affordable Housing Agreements, Promissory Notes, Deed of Trust, Regulatory Agreements, and Ground Leases, as necessary, as to the changes set forth herein, for all projects mentioned in Recital I above, to be made consistent with this Amended and Restated Master Loan Agreement ("Related Agreements").

NOW, THEREFORE, Authority, City and BHC (or the Borrower) hereby agree as follows:

1. Loans for individual properties. The Promissory Notes in favor of the Authority or Agency, and those in favor of the City, applicable to the Project Nos. 1-9 and 11- 25 shall be amended and restated to conform to this Agreement, with Exhibit A-1 as the form promissory note for Authority Loan and Exhibit A-2 as the form promissory note for City (HOME and CDBG) Loan ("Notes"). Exhibits A-1 and A-2 are incorporated herein by reference. However, it is not intended to amend any portion of the Promissory Notes relating to the Development Fee. Provisions relating to the Development Fee shall begin with Project No. 15 only, and then apply to all future projects that specifically provide for it. Notwithstanding the foregoing, this Agreement amends and restates each separate loan agreement, where such existed, or other applicable document, and related Agreement, such as Affordable Housing Agreements and to the extent that this Agreement is inconsistent with any prior agreement affecting the. aforementioned Projects, this Agreement shall prevail. The Notes and Deed of Trust continue to provide that a default on any one Note can result in a default on all of the projects subject to the Agreement now and from time to time any future project in which the Authority/City documents state that that project shall conform to this Agreement , which can result in the Authority or City exercising foreclosure rights on all of the projects. Accounting shall be maintained for each individual project in compliance with this Agreement.

1.1 Repayment of Amended Loan; Interest The Borrower's obligation to repay the Amended and Restated Master Loan shall be set forth in the Authority Note and City Note. The payments on the Authority Note shall be due annually commencing April l, 2026 for the period of January 1, 2025 - December 31, 2025. No payment shall be due for the period from December 31, 2024 to April 1, 2025. The term of the Authority Loan and Authority Note shall be for fifty-five (55) years and three (3) months commencing January 1, 2025. As long as there is no breach of the affordability terms during the Affordability Period, payments on the Authority Loan and Authority Note shall be forgiven after every 12 months on April l of each year for the immediately preceding calendar year by the amount 1155th of the initial balance (as to the total balance and for the amount of such loan for each project which received Authority Loan funds as shown on Schedule l to the Authority Amended and Restated Promissory Note (attached hereto as Exhibit A-1); and completely, for the Authority Note, upon the expiration of the Affordability Period (April 1, 2080); provided however, that the portions of the Authority Loan and Authority Note attributable to Project No. 1, Project No. 7, and Project No. 8B (2331-2333 North Fairview, 2325-2335 North Fairview, and 2321 North Fairview properties (the "Fairview Properties")) shall have terms for fifty-five (55) years and three (3) months commencing January l, 2025 and expiring at the end of the Affordability Period, April l, 2080, shall not bear interest, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. The term for each portion of the City Loan and City Note is as set forth in on Schedule 1 to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2). As long as there is no breach of the affordability terms during the Affordability Period, 6 2 l 80\0213876745.14
Exhibit B 2 ATTACHMENT 12 - 163
1813
no payments shall be due on the City Loan or City Note, and each portion of the City Loan is hereby forgiven or will be forgiven as of the initial term of the original note evidencing the applicable portion of the City Loan as set forth on Schedule I to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2); provided however, that the portions of the City Loan and City Note attributable to the Fairview Properties shall have terms for fifty-five (55) years and three (3) months commencing January 1, 2025 and expiring at the end of the Affordability Period, shall not bear interest, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. Upon a breach of the affordability terms during the Affordability Period, then any remaining principal balance of the Notes shall be due immediately. Borrower shall no longer make an annual payment or any Loan payment unless payments are accelerated in accordance with the Notes. No interest shall be incurred or owed on the Loan or under the Notes or any other document evidencing the Loan effective as of December 31, 2024, and all Note balances shall be reset as of that date. This modified repayment schedule eliminates any payment from residual receipts, and references to residual receipts in any documents involving the projects subject to this Agreement are hereby deleted.

If the Fairview Properties have not been released from the terms of this Agreement and Deed of Trust by the date five (5) years after the Effective Date, or earlier if requested by BHC, the terms of the Loan associated with those properties will revert to the terms for the other properties covered by this Agreement for the Authority Loan and City Loan respectively. In that case, the notes for the Fairview Properties will be modified to reflect those terms.

1.2 Definitions. As used in this Master Loan Agreement the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a nonprofit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and consistent to the mission statement and goals of Borrower in accordance with Articles of Incorporation and By-laws. "Developer Fee" shall mean a compensation to Borrower as a developer fee as set forth in the Affordable Housing Agreements, for the time and risk involved to develop the specific project. The Developer Fee can only be used to further Borrower's mission and goals, and for no other purposes. The Developer Fee shall be kept in a separate account by Borrower which shall be capped at $600,000. During the Annual Budget process, Borrower shall provide a proposed budget as to the anticipated expenditure of these funds. Developer Fees further shall be paid as specified in the individual project Affordable Housing Agreement, or set forth in this Agreement. " Income" shall mean all gross income and all revenues of any kind from the Property ( each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer 7 2180\02\3876745 .14
Exhibit B 2 ATTACHMENT 12 - 164
1814
charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account in accordance with a capital reserve study, which shall be updated from time to time to the extent payable from cash flow from the Projects; and (b) payments to an operating reserve which shall be equal to six months of then operating expenses. The exact amounts to be deposited annually into the capital replacement reserve account has been initially determined by the Authority's Assistant Executive Director in accordance with the Borrower submitted capital reserve study in a form reasonably acceptable to the Authority's Assistant Executive Director. The capital reserve study shall be updated periodically at the request of the Authority's Assistant Executive Director, and in which case, the amount of capital replacement reserve account shall reflect the updated capital reserve study. Two accounts shall be maintained at all times, each account though can be combined with other Projects' reserve accounts for capital replacement and other Projects' operating reserve accounts. The operating reserve account shall be built up and maintained at an amount equal to six months then operating expenses. It is intended that this operating reserve account shall be capped at the then six month operating expense amount. The capital replacement reserve account and the operating reserve account may then be used on any of the Projects as necessary.

1.3 Annual Budget Process Required. Not later than. November 1 of each year, Borrower shall begin conferring with Authority's Assistant Executive Director and shall present a proposed budget for the following calendar year. During this budget process, the parties shall meet, and the Authority 's Assistant Executive Director shall determine at that time, reserve amounts, the anticipated use of the Developer Fee, as well as the reasonableness of the other estimated expenses and income. With respect to consideration of Approved General Administrative Costs, the Authority's Assistant Executive Director shall determine that the planning and administrative expenses are necessary for the production, improvement, or preservation of low-and moderateincome housing. Before December 31, the Authority's Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs. No later than April 1, Borrower shall obtain annual audited financial statements with respect to Borrower's operations that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. One statement can be provided for all Projects as long as each Project is clearly delineated, or separate statements can be provided for each Project. Further, the Authority may audit Borrower at any time, by providing reasonable notice. The audit shall be at Authority's expense.

Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
8 2 180\02\3876745 .14
Exhibit B 2 ATTACHMENT 12 - 165
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a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust securing the Notes ( other than transfers specifically approved by the City and/or Authority); or b. in the event of a default by the Borrower under this Agreement, the Affordable Housing Agreements related to any of the Projects as amended, any Regulatory Agreement recorded against any property subject to the Deed of Trust securing the Notes, the Deed of Trust securing the Notes, or the Notes, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

1.4 Security for Agency and City Loan. The Notes for Project Nos. 1-9 and 11- 25 have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower's interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference. The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects.

Each Note includes all of the provisions for cross-default and cross-collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Agency in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any one of the specific Notes. Once record~ . t~ l!l.5~~e1tt>umber of the Amended and Restated Deed of Trust shall be noted here: )..O~ '5 c,·k' 0'4 ~

1.5 Amendments to Affordable Housing Agreements. As part of this Agreement, the Affordable Housing Agreement for each Project subject to the Loan, if any, shall be modified as provided in this Agreement.

1.6 Affordability Period set forth in Regulatory Agreements. As part of this Agreement, the Regulatory Agreement for each property subject to the Loan shall be modified to provide for a set term of 55 years and three months for the Affordability Period, commencing with Januaryl , 2025, and expiring April 1, 2080. The form of the Third Amendment to Regulatory Agreement shall be in the form set forth as Exhibit C-1 for all Projects other than Project No. 8A and Project No. 8B, the Third Amendment to Regulatory Agreement for Project No. 8A shall be in the form set forth as Exhibit C-2, and the Third Amendment to Regulatory Agreement for Project No. 8B shall be shall be in the form set forth as Exhibit C-3 , attached hereto and incorporated herein by this reference.

1.7 Subordination. The Deed of Trust shall not be subordinate to any other deeds of trust, unless expressly approved by the Authority and/or City, which approval or denial may be made in its sole and absolute discretion. In the event this provision is in conflict with any other provision in a Related Agreement, this provision shall prevail. Approval by Authority is required as to subordination related to Authority Note; similarly, approval by City is required as to subordination related to City Note.
9 21 80\02\3 876745. I 4
Exhibit B 2 ATTACHMENT 12 - 166
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1.8 Assignment. The Promissory Notes shall not be assigned by Borrower without the prior written consent of the Authority and/or City.

1.9 Amendments to Articles and By-laws; City Representatives on Board. As further consideration for the Authority Loan and the City Loan, BHC agrees to maintain its Articles of Incorporation and By-laws to reflect that its mission is expanded to provide community services in the City of Burbank and general administrative activities associated with the development, improvement, and preservation of low- and moderate-income housing in the City of Burbank, including but not limited to activity centers and child care, and that its powers and purpose be limited to the geographic boundaries of the City of Burbank. The amended provisions required by this section shall not be changed without Authority and City prior approval. The required provisions shall be reflected in the Articles and By-laws. Whether or not the provisions are incorporated into the articles and by-laws, any violation of this section will further be deemed to be a default of the Amended and Restated Master Loan Agreement, causing acceleration of the Loan herein. Two representatives from the City or Authority shall be on the BHC Board of Directors as appointed by the City or Authority. The two members shall have full Board membership rights including but not limited to voting rights.

1.10 Modification of Ground Leases to Conform to New Term of Affordability Covenants, and Deletion of Residual Receipts Payments. In 2006, BHC and the Agency entered into several fifty-five (55) year leases with a promissory note and payments including interest and residual receipts as repayment. The financial terms of the leases at 1) 427 West Valencia and 313 West Valencia, and 2) 1729-1735 Elliot Dr., 1801-1818 and 1819 Grismer; are modified to eliminate interest past and future, to eliminate any payment from residual receipts, to forgive payments when not in default, and to extend the terms of the leases for 55 years to correspond to the new Affordability Period. The forms of the modifications of the leases are attached as Exhibits D-1 and D-2.

2. Minimum Requirements.

2.1 Operation of Development in Compliance with Affordable Housing Agreements. To the extent not already completed, the Borrower shall rehabilitate (where applicable), operate and maintain each Project in compliance with the requirements of each respective Regulatory Agreement, as amended.

2.2 Maintenance. The Borrower shall maintain each Project in good condition, free of debris, waste and graffiti, in a clean and presentable manner, and in compliance with the Regulatory Agreement associated with each Project, this Agreement and all applicable provisions of the Burbank Municipal Code and other laws Each Project shall be maintained in accordance with this Section 2.2 until the termination of the Affordability Period specified in this Agreement. If a Project is not so maintained, and such condition is not corrected within a reasonable period after written notice thereof from the Authority, then the Authority may perform the necessary maintenance, and Borrower shall pay such costs as are reasonably incurred for such maintenance.

2.3 Indemnity and Insurance. Borrower shall furnish the City and Authority with proper evidence of the insurance which is required pursuant to the Regulatory Agreements and this Agreement. At a minimum the following standards shall apply: The Borrower shall take out and maintain or shall cause its contractor to take out and maintain during the Affordability Period a comprehensive general liability policy in the amount of not less than Two Million Dollars 10 2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 167
1817
($2,000,000) combined single limit policy, and a comprehensive automobile liability policy with limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per accident for bodily injury and not less than Twenty-Five Thousand Dollars ($25,000) per accident for property damage. Borrower shall maintain insurance in the amount of Two Million Dollars ($2,000,000) against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract, or by reason of any contractual liability or alleged contractual liability on any contract entered into by the Borrower or its contractors, subcontractors, agents or employees with respect to the Property. Borrower shall also require all property managers to maintain comparable insurance, and to also maintain fidelity (employee dishonesty) insurance in a commercially reasonable amount. All policies shall protect the Borrower, City and Authority from claims for such damages, and be issued by an insurance carrier qualified to do business in the State of California, which carrier is reasonably satisfactory to the Authority. Such policy or policies shall be written on an occurrence form. The Borrower shall also furnish or cause to be furnished to the Authority Assistant Executive Director evidence satisfactory to the City Attorney that Borrower and any contractor with whom it has contracted for the performance of work on any Project or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Borrower shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the Authority setting forth the general provisions of the insurance coverage each year. This countersigned certificate shall name the City and the Authority and their respective officers, agents, and employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status, which shall be provided as a separate endorsement attached to the certificate. The certificate and separate endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Authority of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination.

Coverage provided hereunder by the Borrower shall be primary insurance and not be contributing with any insurance maintained by the Authority or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City and the Authority. The required certificate shall be updated annually, and the City and Authority reserve the right to increase these amounts no more than once every five years in a commercially reasonable amount determined by the City's Risk Manager. Borrower shall also take out and maintain until the end of the Affordability Period a policy of property damage insurance, with the policy amount in the full replacement value of the Property.

In the event Borrower is unable to obtain any of the insurance coverages required herein, the Authority or City may find BHC in default of this Agreement; provided, however, the Borrower may request the Authority's Executive Director to pay for the insurance or to waive said insurance coverage requirements and place the Property and Rehabilitation on the Authority's insurance policy(ies). The Authority's Executive Director may approve or deny Borrower's waiver request in its sole and absolute discretion. Concurrently with Borrower's waiver request, the Borrower shall provide written correspondence from at least three (3) insurance underwriters evidencing Borrower's inability to obtain insurance coverage, regardless of cost. Any cost to the Authority caused by a purchase of insurance or a waiver of insurance coverage, including increased premium, may be added to the amount of the collective Notes under this Amended and Restated Master Loan Agreement, and shall be repaid pursuant to the terms thereof, or Authority may pursue a separate action (such as acceleration of the Notes, nonjudicial foreclosure, or litigation) for repayment of the insurance policy cost, Such action is not limited to the real property. 1 1
2 !80102\3876745. !4
Exhibit B 2 ATTACHMENT 12 - 168
1818
In addition to the foregoing, the Borrower shall defend, indemnify, assume all responsibility for, and hold the former Agency, the Authority and the City, and their representatives, volunteers, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorney's fees and costs), which may be caused by any acts or omissions of the Borrower under this Agreement, whether such activities or performance thereof be by the Borrower or by anyone directly or indirectly employed or contracted with by the Borrower and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Borrower shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the City, the Agency, the Authority or their respective agents or employees.

2.4 [Intentionally reserved.]

2.5 Compliance With Laws. The Borrower shall develop, maintain and operate the Property in conformity with all applicable laws, including all applicable state labor standards, the zoning and development standards of the City of Burbank, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, all applicable environmental laws, all state and federal fair housing laws, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq. , and the Unruh Civil Rights Act, Civil Code Section 51, et seq. HUD regulations as required for HOME funds shall be complied with whenever HOME funds have been used in a Project.

2.6 Nondiscrimination. Borrower for itself and its successors and assigns, agrees that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, rental, transferring, use, occupancy, tenure, or enjoyment of the Property nor shall the Borrower or any person claiming under or through the Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, leases, sub lessees, subtenants, contractors or vendees in the Property. Borrower shall also comply with the equal opportunity and fair housing requirements set forth in Section 92.350 of the HOME Regulations, as amended.

2.7 Condition of the Property.
a. Borrower Precautions. Borrower shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which may be located in, on or under the Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Borrower shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials.
b. Environmental Indemnity. Borrower shall indemnify, defend and hold Agency harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the release from the Property, use 12 21 80\02\3876745 . I 4
Exhibit B 2 ATTACHMENT 12 - 169
1819
on the Property, generation on the Property, discharge from the Property, storage on the Property, disposal on or from the Property, or transportation to or from the Property, of any Hazardous Materials during the term of this Agreement, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing, cost or expense arising from or out of any claim, action, suit or proceeding, including injunctive, mandamus, equity or action at law, for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment; provided, however, under no circumstances shall these indemnity obligations of Borrower include any obligation for payment of punitive damages assessed against former Agency, Authority or City or their officers, employees, agents or representatives.
c. Definitions. For purposes of this Agreement, "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, Los Angeles County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115 , 25117 or 25122. 7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 10 l of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 , et seq.

2.8 Liens and Stop Notices. Borrower shall use its best efforts to prevent any lien or stop notice from being placed on the Property or any part thereof, except as to those liens which are approved encumbrances under this Agreement or the Regulatory Agreement. If a claim of a lien or stop notice is given or recorded affecting the Property, the Borrower shall within thirty (30) days of such recording or service:
a. pay and discharge the same; or
b. effect the release thereof by recording and delivering to Authority a surety bond in sufficient form and amount, or otherwise; or 13 2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 170
1820
c. provide Authority and City, if applicable, with indemnification from a title insurance company reasonably acceptable to the Authority against such lien or other assurance which Agency deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Authority from the effect of such lien or bonded stop notice.

2.9 Taxes and Assessments. Borrower shall pay prior to delinquency all ad valorem real estate taxes and assessments on the properties subject to this Agreement, subject to Borrower's right to contest in good faith any such taxes or to receive an exemption from the payment of such taxes.

3. Borrower's Representations and Warranties. Borrower represents and warrants to Agency as follows:

3.1 Legal Authority. Borrower has full right, power and lawful authority to undertake all obligations as provided herein, and the execution, performance and delivery of this Agreement by Borrower has been fully authorized by all requisite actions on the part of the Borrower. The parties who have executed this Agreement on behalf of Borrower are authorized to bind Borrower by their signatures hereto.

3.2 Litigation. To the best of Borrower's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Borrower or any parties affiliated with Borrower, at law or in equity before any court or governmental agency, domestic or foreign, which if adversely determined, would materially impair the right or ability of Borrower to execute or perform its obligations under this Agreement or any documents required hereby to be executed by Borrower, or which would materially adversely affect the financial condition of Borrower or any parties affiliated with Borrower.

3.3 No Conflict. To the best of Borrower's knowledge, Borrower's execution, delivery, and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Borrower or any parties affiliated with Borrower is a party or by which it is bound.

3.4 No Bankruptcy. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, receivership or other proceedings have been filed or are pending or threatened against the Borrower or any parties affiliated with Borrower, nor are any of such proceedings contemplated by Borrower or any parties affiliated with Borrower.

3.5 [Intentionally deleted.]

4. Remedies for Default. A failure by any party to perform any action or covenant required by this Agreement, the Affordable Housing Agreements, the Regulatory Agreements, the Promissory Notes, the Deed of Trust, or any loan or deed of trust for the acquisition, rehabilitation, or operation of the Projects subject to this Agreement, which is senior to the Agency Loan, within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a " Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other parties specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other 14 2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 171
1821
party shall not be in Default if such party cures such default within sixty (60) days of the claimed Default is a failure to pay amounts due pursuant to the Promissory Notes, or one hundred twenty ( 120) days from receipt of such notice for all other claimed Defaults hereunder, unless a longer cure period is provided in the Regulatory Agreements, Promissory Notes, Deed of Trust or other applicable Related Agreement. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within one hundred twenty (120) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Borrower is in default on any loan or deed of trust senior to the Loan, the Borrower shall immediately deliver to the Authority a copy of such notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, the Authority shall have the right (but not be obligated to) cure such default. In such event, the Authority shall be entitled to reimbursement from the Borrower of all costs and expenses actually incurred by the Authority in curing such default. The Authority shall be entitled to add such amount to the amounts owing pursuant to the Promissory Notes, and secured by the Deed of Trust, or in the alternative, Authority may pursue a separate action (such as acceleration of the Notes or specific Note in issue, nonjudicial foreclosure, or litigation) for repayment of the cost, not limited to the real property.

4.1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. The Authority may also cause all indebtedness of the Borrower under this Agreement and the Promissory Note to become immediately due and payable, and may institute an action for judicial or nonjudicial foreclosure pursuant to the Deed of Trust. Legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that county, or in the United States District Court for the Central District of California.

4.2 Acceptance of Service of Process. In the event that any legal action is commenced by the Borrower against Authority, service of process on Authority shall be made by personal service upon the Secretary or Executive Director of Authority o( in such other manner as may be provided by law .. In the event that any legal action is commenced by the Borrower against City, service of process on Authority shall be made by personal service upon the City Clerk or City Manager or in such other manner as may be provided by law. In the event that any legal action is commenced by Authority and/or City against the Borrower, service of process shall be made in such manner as may be provided by law and shall be effective whether served inside or outside of California.

4.3 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by another party.

4.4 Inaction Not a Waiver of Default. Any failures or delays by any party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default 15 2 l 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 172
1822
or of any such rights or remedies, or deprive any 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.

4.5 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

4.6 Attorneys' Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees.

5. General Provisions.

5.1 Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which any party may desire to give to the other parties under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice:

To Authority:

To Borrower:

To City:

With copy to:

Housing Authority of the City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: Executive Director
Burbank Housing Corporation
1819 Grismer A venue
Burbank, California 91504
Attn: Executive Director
City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: City Manager
Attn: City Attorney
Any written notice, demand or communication shall be deemed received immediately upon personal delivery or three (3) days after deposit in the United States mail; provided, however, that refusal to accept delivery after reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice shall be effective on the third day from the date of the attempted delivery or deposit in the United States mail.

5.2 Non-Liability of Officials and Employees of Authority and City. No member, official, officer or employee of Authority or the City shall be personally liable to the 16 2 l 80\02\3876745, l 4
Exhibit B 2 ATTACHMENT 12 - 173
1823
Borrower, or any successor in interest, in the event of any Default or breach by Authority(or the City) or for any amount which may become due to the Borrower or its successors, or on any obligations under the terms of this Agreement.

5.3 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Agreement is executed in two (2) originals, each of which is deemed to be an original.

5.4 Integration. This Agreement (including Exhibits A-1, A-2, B, C-1, C-2, and C-3, D-1 , and D-2, together with the Related Agreements, contain the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. In the event there is any inconsistencies among the documents this Amended and Restated Master Loan Agreement shall prevail; then the Amended and Restated Promissory Notes; then the Amended Regulatory Agreements; and lastly, the Amended and Restated Deed of Trust.

5.5 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

5.6 Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.

5.7 Severability. If any term, provision, condition, or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

5.8 Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

5.9 Time of Essence. Time is expressly made of the essence with respect to the performance by the parties of each and every obligation and condition of this Agreement.

5.10 Cooperation. Each party shall cooperate with the other in this transaction and, in that regard, sign any and all documents which may be reasonably necessary, helpful, or 17 2 l 80\02\3 876745. 14
Exhibit B 2 ATTACHMENT 12 - 174
1824
appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.

5.11 Definitions. Any terms used in this Agreement but not separately defined herein shall have the meaning given to such tenns in the Regulatory Agreements.

5.12 Exhibits. City Manager and Authority Executive Director shall prepare, are authorized to sign for the City and Authority, respectively, and shall record, as applicable, Amended and Restated Promissory Notes, Amendment and Restated Deed of Trust, amendments to Regulatory Agreement and amendments to Lease(s), substantially in the form attached as exhibits to this Agreement.
(END OF TEXT. SIGNATURE PAGE TO FOLLOW.]
18 2180\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 175
1825
IN WITNESS WHEREOF, Authority, City and the Borrower have executed this Agreement as of the Effective Date.

I I'
Attest:

Attest:
-------'~' City Clerk
Approved as to Form and Legal Content
"Authority"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
"CITY"
CITY OF BURBANK, a municipal corporation and
charter •
Joseph H. McDougal • Attorney/ Authority General Counsel 2 I 80\02\3876745 I 4
''BORROWER''

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:cJ,k;; ..:J. uJ_rziJ<~
Name: C,,h v-,·:s I • \Nel K-e.. rIts: Pcesid en+
19 Exhibit B 2 ATTACHMENT 12 - 176
1826
EXHIBIT A-1
Promissory Note Form for Authority Loan

AMENDED AND RESTATED PROMISSORY NOTE
(AUTHORITY)
$43,822,258.70 January 14, 2025
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation ("Borrower"), promises to pay to the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority"), at the Authority's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Authority/City may designate in writing, the principal sum calculated as of the Effective Date of Forty-Three Mi Ilion Eight Hundred Twenty-Two Thousand Two Hundred Fifty-Eight and Seventy Hundredths Dollars ($43 ,822,258.70) (the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Amended and Restated Promissory Note (the "Note") is given in accordance with that certain Amended and Restated Master Loan Agreement executed by the Authority, the City of Burbank and the Borrower, dated as of January 14, 2025 ( the "Agreement") which is incorporated herein by this reference. The Agreement further incorporates this Note, the Deed of Trust, and Regulatory Agreements affecting twenty-four (25) projects from time to time, which now have the same terms, having been modified by the Agreement. The Note Amount collectively combines all amounts owed to the Authority for all of the projects, with Schedule 1 to this Note specifying the amounts due to the Authority for each project. The rights and obligations of the Borrower and the Authority under this Note shall be governed by the Agreement (including its exhibits) and by the additional terms set forth in this Note. In the event of any conflict, the Agreement prevails, then this Note, then the Regulatory Agreements, and then the Deed of Trust.

This Note, Regulatory Agreements, Deed of Trust, and Affordable Housing Agreements are collectively referred as the Related Agreements to the Amended and Restated Master Loan Agreement.

2. Interest and Term. As of December 31 , 2024, no interest shall accrue on the Note Amount. The term of the Note shall be fifty-five years, commencing on January 1, 2024 and ending on January 1, 2080.

3. Repayment of Note Amount. Payments are due annually, commencing with April 1, 2026, for the annual payment from January 1, 2025-December 31 , 2025; however, each twelve month payment shall be forgiven by 1155th of the initial balance (for the total amount and the amount associated with each project) and completely upon expiration of the Affordability Period (April 1, 2080), as long as Borrower does not breach of the affordability terms during the Affordability Period; provided however, that the portions of the Authority Loan and Authority Note attributable to Project No. 1, Project No. 7, and Project No. 8B (2331-2333 North Fairview, 2325-2335 North Fairview and 2321 North Fairview properties) (the "Fairview Projects") A-1-1
2 180\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 177
1827
shall have terms for fifty-five (55) years and three (3) months commencing January 1, 2025 and expiring at the end of the Affordability Period, April 1, 2080, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. No payments shall be due between December 31, 2024 and April 1, 2025.

On April 1, 2080, this obligation shall be paid in full, provided Borrower has not committed or caused the occurrence of a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, the Note Amount will be forgiven in its entirety except that the portions of the Authority Loan and this Note attributable to the Fairview Properties shall not be forgiven and instead will be due and payable on December 31, 2080.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

Notwithstanding the foregoing, however, the total amount of the principal, interest and any other amounts owing under this Note shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust (other than transfers approved or permitted pursuant to the Agreement); or
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreements, or this Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the Authority to declare them due subsequently.

4. Security. The Notes for Project Nos. 1-9 and 11-25 (as defined in the Agreement) have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower's interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference.

The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects. Each Note includes all of the provisions for cross-default and cross-collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Authority in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any A-1-2
2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 178
1828
one of the specific Notes. Once recorded the Instrument Number of the Amended and Restated Deed of Trust shall be noted here: --------

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Authority's sole discretion and that the Authority may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Authority with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute, and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.

8. Amendments; Modifications.; Assignments. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Authority. In the event Authority at some time in the future, and from time-to -time, agrees in its sole and absolute discretion, to release Borrower as to a specific property subject to the Agreement, then this Note, the Deed of Trust and respective Regulatory Agreement can be released, reconveyed and/or modified to so reflect. In the event of any release, the affordability restrictions may be renegotiated.

9. Assignment Prohibited. Except in connection with transfers permitted pursuant to the Agreement or a dissolution context, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the other party, which consent may be given or withheld in the other party's sole discretion.

10. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Amended and Restated Master Loan Agreement. 2 I 80\02\3876745. 14
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By:

A-1-3
Exhibit B 2 ATTACHMENT 12 - 179
1829
Name: ---------------- Title:

A-1-4
2 I 80\02\3876745. !4
Exhibit B 2 ATTACHMENT 12 - 180
1830
Schedule 1 to Authority Amended and Restated Promissory Note Amended By
Original Master loan
Note Dat2, Agreement
No.

U.1/?~./Ul
U7/10iU1
07110/Ul
U7i1EJU?
UJ/?7/UJ
oJ.•:n ioJ
U9/'.)3/03
usn:Yu3
l.16/l ~iU,1
U~/U,1/U~
OH3lt06
OH:!-1106
04t061l.J6
Ol.'73t07
Ul/7~!07
00,01109
U.1/Ul / 09
10/ U?/ US
US/?0/10
1?/09/ 10
Utl.'l?il 1
uJne; ,s
1Ui30/li!
0 1,1.it:?J Proj:-::-t no.?
OH14:7J Projfr::t no. 3
0 1,1,t /?:> Prcjn-::t no. 3
Ol il.1 l?) Proj!n:.t no .. 1.

OHT41?J Pmj~e:t no.~
0 1,'l it:7:i Proj::-=t no.::,
0 1,1,ti'?':J Prcjr.-c t no. -S
OlllM?':J Proj~•ctna. -5

01.'14,•?':J Projtic: no. e-a
01:14f'?~ Proji:-ct no. 9
01/1-11')'.) Projecrnu. 11
01,1M?J Pmjocrno. 11
OlflM?J ProjQc: nc. 1/
01114/7:) Proje:>c~ nc. 13
01f1-1r?!:> Pr::ijt!crno. 1,1
0111.rt,?J
01 11.rft?J
0 1.'l.-tl?!:>
Olil-117!:>
0111 4,?!:>
01/1.rft?!:>
0 111417:,
0111.117:,
Projectno. lb
Proj!:ct nn. 1-5
Proj i::t.t n::i. 1:,
Proj~ct no. 1 8
Projt:ci:n:>. l9
Ptoj r:r-.1 nn. ? :J
Proji:ct n:i. /,t
Proi~ct nn. :?J
Original Note
Amount Property
:!-36.;_UOO.UO 3C•DU 3Uo5 Th:,rntcn f,•: c
$?..83?.97,1.co 199'1.'C!st l lm,,•ooo
$399.tl66.UO 1 S9 11.'cst I lm,\loc:c
$3?:::.7":t-.UO 177 11 IGott Orio,-c
SJ9.912.32 3030 ThormnnJ,;,.c
~73/.BOC\UO 3030 Thornton/we.
$3.A,11.0CO.OO 12::Jl 1819 CriS.iH:r/r .. ct17'9 173t,f ll.Jor:
$?,.S88,9,1?.C'J 1e::, 1 1819 Grisrn!:r &: 17]9112!:> l llictt $3.1,13.Ut'O.l'O '3-7 1 ?3?3 N Ca'latina
StA79.9,t.,1.00 v~rdufr-) L..:: t.c Consolida!ion L:>an $13!;..JS:-.UO 313 1:J. V11lcrncia
sae . sse .. oo 11 '7 ',\'. \IF.1\cn::ia
:Sl ..?3?,/ 1 l.OO 1b7 W. Una!:n
$ 63,71,1.00 ?61W. Vcrduf!oli.vcnu;:
$1 .B36.9/9.CCI ::>? 19r?3,9 Ni=~ra
$33S, 1CO.OO ,,106 N. Neomi
$9,/56.,!)00.UO ')7';,•N. VNdut,oA .. 'C.
t1,on1200.uo ?61~ Thom:onA~c
$1,?BS.:i!:I/ .uo ??:l W. Llnc i:n
S9?3,SUO.OO '73-1 C;;talini!.
$.9)98.JUO.UO 77]3 ]?77Ca: : lina
St:*17,-5::>;l.UO 193?0ntarioS:re!:t
S9'1 3,7i'o.uo n .ou NorJl f air.iie'I• StrC!ct
Total Princips•to be Forghren after 55 Years
from Amended & Restated ML.A date
lU/7~..199 oi.-14,?J Pm}r,i::=t no. 1 $111.890.UO ,3.31 7333 North I air;icvr .. • 1111e/u3 0 111.it:'?J Proj~~t no. 7 $377. 16.:·.UO ;)3?J ?33) I air·oi::~~, .... 06/lt•/U,1 0 11 1,t:?!l Pr!>Jec:no.80 $3.1-13,0CC.00 73.?1 NorJ1 f air,•icw···· l'otal No Fort:;iveness, No lnte-rest, Oefe,rred
loan•
Total Agency and Authority Princlp-al balance
BurtJank Housing Agency and Authority Notes
Agency
~ 11.U/0.91
$7.618,73,t .69
i3s9.~6J.M
$33/ .76.1.27
$>9,918.~S
$?31 ,6/9.99
SJJl,1 1 .uoo.cn
S::> ,.SBc! ,9.·1?.0."!
.$?.18'3,,197.?:.>
S1A79.9,M .. 13
S 13~.~9J. 3?
Sc!.S,697.-53
S 1.0?8.63J.S9
$863,'lM.DD
!i 1.836,9/9.0:J
$936, IOU.O:J
$9.786.~0U.OD
$1,007,?0D.OD
$1.17:-.8:,7,:,3
:!,£139,Jc!lS::,
$9,.?9c! ,?00.C-U
Authorir;
(1.MIHAF)
st--1:,,&n.uu
S913,:rJU.OU
s.io,696,826,70 S1.461.392.oo
$1 11.890.0.1
$317, 15':J. :,s
$1. 17~.SM?o
$42,360,sss.10 s,.4s1 .J92.ao
$43,&22,258.70
Terms
f oq:r: c.n 1/~0~h annu3ll'; from tho /•m c-ntjQd anc Rc-sratn-:::t MLJ\ Cl3 tr:- F o ri;, .. en 1/':J~nn annu=lly from thC! /,rrH:rdcd ana 11.!?s::a:~i:t Mu\ c ::tr:

I oq~lvcm 1/ ':J~ih annu:1Jl)• horn U\C! ,•..m~ndQd ano Rr:stamtl MU', C!:.t!:

I :,q~·."cn l l~!>:n annu:ill'J' from tne ltrTrnn:fod ana Hc-:;:at~rl MU', Cl!!t!!' f oqt,c-n 1/~~:n annUEHl')' fram ;ha /im~ndcd anc R::sta::::•Ii MLA o:itr? I oqt,cn 1/!>):tl annu!!ll')' fl orn mo ,',men:fod and He:s~at!:rl ML/, catr.- f ::>r!~·•cn 1/!l':J :t1 annu:illyfrom tnC! /rnr.-rdcd ana n!ls:atrn1 MtA a:tr:

S oqD·.-cm 1/!:i!>th annually from the /1/Tlt•n:Jcd and lli:s:a~!?rl MLA c=m f oqt,•cn 1/!:i!>:h annu:lly from !ha l•mi?n:1cd anct H,:s~at~d ML.A OiH!? f oqt,•en llt>~r:h annu:Jl·,- from the l•m1mdcd ana lb:nat~i:t MLA Oiitt· f :,q:f.-Qn 1/J!>:n annu:iJl·)' from tl1C! ,'-m!?ndcd and lk-s<arn::l MU', aatr:
f :,q~·•cn 1/':J!>m annu:11ty fr om ttJC! hrr1~m1cd ana Hr.-s~atc-d MLA C•!!t!? f oqt,•cn 1/!>t>m annu:1lt',' from inc ,\mrndcd ana H1:s1at!?rl MLJ\ o:tt:o F ,oq;,."cn 1/!>)!h annually from ttia /,m~mfod anc! Rc,stat-t.~d MLA cat~ f oq~·."en 1 /!l!>:11 a nnu:1 lly from tnC! A'11 n-n::lc-d ana Hes:.it r.-rt Mu\. o:tr:

I nq~·: c-n 1/J!>~tl annu:illy tram the Nn!:•njcd .inc Hc,.s:a11erJ MLA aat ??- f Df!~'.'C!n 1/~!>m annu:;lt,r from ihC! llITlNi:fod ana Hc,.s;:a;:ed MLA CH!t::' r Of!~'.'cn 1/)!>:t1 annt.!:!lly from me l+rni?n1:fod anc H:?s:a~c,d MU', aatr.- 1 .or/~'.'Qn 1/J!>tn annually ffom U1C /•mantled ano H~s,ate:1 MU', Cii.tr1 I or/0'.'C!n 1/ ~!>:11 annu:illy from tna ll/Tl!?n~cd ano lln-stati::1 MU'~ cat~ f oqt, cn li~!>:n annu3lly tram tllc /.Jn~mfod ana ll~sta~t-rl MLA OEt!!- f orit•cn 1/!:IJ:h annu:!lt·~ from ~hC! J\i1•t1-ndC!d ana l\.?!;?a~m:i ML.t, cstr:- f·m,Ovcn 11::,::i:h annually from thC! /!.IT1 c•n:1c-d and lfos~atr:-j MLA aat1:

N::> forgi.,•tm(!ss; noint!:rest, paj.'mQntsdcfcrrC!C!, until maturityc::te of ,1/1/7080 N:> torti .. t!nC!ss; noint~rest, pa:rmentsdctcrrnc until m.a turityc::t c,, at -111/?USO No foftit/Cncss; nointi:rnst. pa:,•mcntsdt!forrca untilmaturity c atr: of ,1/ 1i7U80 H•• Amcnc!:j and F~C!statcc /',ir.horit;· Prcmissa.r;N::itc includesthC!tc:-'!.:I ot prim: ipal i!.moun: rn bC! fo~i,.i:m intM future of A1,c-n::-)' principal of S.13.?l;S.~76.70 ana/!.1.JthDri::,• principal$1,:1i>1,39:> r plu:i total princ:ir..a l Amountfnr Pmjcc;s Nu. 1 tS111.89u.o.1:,. No."/ \S377, , ,;~./SJ. ano ~~o. eb 11, 17,1.98:1 ./0!which ara cr:-fr:ired un:il ,1/H?Uc!.Ofor a to~al princ:ipel am::iunt al t.1S,3!M.ooa.7t\ A-1-5
2 I 80\02\3876745.14
Fully Forgiv&n Units Focus Group Date
it/1,•7:)80 ,\ ElHC;>
M l /7080 67 BHCl
4/1/7080 67 BHC l
Ml/70B0 7 BHC.1
M11?0BO 1 BHC;>
Mli?OBO 1 BHC2
M li?oBO n plus oHi::C! and AC BHC.1
4111/t:180 7? plus offii:c- and AC BHC.-1
4n1,080 M BH C?
4l1i7080 , i BHC~
Ml/7080 ,\ RHC6
Ml/70B0 1 BHCS
4/11?:180 9 BHC3.

Ml/?080 8 OHC:>
it11r70BO £ RHC7
4111/080 ,\ BHC6
.rtnouso J,\ BHC!>
,·ll11'080 ,\ OHC6
M l/7080 ,\ BHC6
,\/1/7080 1 BHC;>
.4/ 117080 ;,c, BHC;>

4.'1,?080 3 BHC6
411t?D80 3 BHCS
RHC✓
BHC;>
14 BHC7
Exhibit B 2 ATTACHMENT 12 - 181
1831
$7,047,124.73
EXHIBIT A-2
Sample Promissory Note for City Loan

PROMISSORY NOTE
(CITY)
January 14, 2025
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation ("Borrower"), promises to pay to the CITY OF BURBANK, a California municipal corporation (the "City"), or order, at the City's office at 275 East Olive A venue, Burbank, California 91510-6459, or such other place as the City may designate in writing, the principal sum as of the Effective Date of Seven Million Forty Seven Thousand One Hundred Twenty-Four and Seventy-Three Hundredths Dollars (7,047,124.73) (the "Note Amount" ) in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Amended and Restated Promissory Note (the "Note") is given in accordance with that certain Amended and Restated Master Loan Agreement executed by the Housing Authority of the City of Burbank, the City and the Borrower, dated as of January 14, 2025 ( the "Agreement") which is incorporated herein by this reference. The Agreement further incorporates this Note, the Deed of Trust, and Regulatory Agreements affecting twenty-four (24) projects from time to time, which now have the same terms, having been modified by the Agreement.

The Note Amount collectively combines all amounts owed to the City for all of the projects with Schedule 1 to this Note specifying the amounts due to the City for each project by funding source.

The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement (including its exhibits) and by the additional terms set forth in this Note. In the event of any conflict, the Agreement prevails, then this Note, then the Regulatory Agreements, and then the Deed of Trust. This Note, Regulatory Agreements, Deed of Trust, and Affordable Housing Agreements are collectively referred as the Related Agreements to the Amended and Restated Master Loan Agreement.

2. Interest and Term. No interest shall accrue on the Note Amount, past or future. The term of the Note shall remain as set forth in the attached Schedule 1 and shall not be extended herein, except for Projects 1 and 7 which shall have a term of fifty-five years, commencing on January 1, 2024 and ending on January 1, 2080.

A-2-1
2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 182
1832

3. Repayment of Note Amount. Payments are due annually, commencing with April 1, 2026 for the annual payment from January 1, 2025-December 31 , 2025. No payments shall be due between December 31, 2024 and April 1, 2025. As long as there is no breach of the affordability terms during the Affordability Period, no payments shall be due on the City Loan or City Note, and each portion of the City Loan is hereby forgiven or will be forgiven as of the initial term of the original note evidencing that portion of the City Loan and this Note as set forth on Schedule 1 attached to this Note; provided however, that the portions of the City Loan and this Note attributable to Project No. 1 and Project No. 7 ( 2331-2333 North Fairview and 2325-2335 North Fairview properties) shall not be forgiven and instead will be due and payable on December 31 , 2080.

The Note Amount shall be immediately due and payable in the event that one of the repayment conditions set forth herein, to wit: Borrower commits a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, and fails to cure said default within the time periods provided in those documents, if any. Otherwise, Borrower shall have no obligation to pay this Note or make any installment payment thereon. to the extent not previously forgiven. On April 1, 2080, this obligation shall be paid in full, provided if Borrower has not committed or caused the occurrence of a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, the Note Amount will be forgiven in its entirety, except for the portions of the City Loan and this Note attributable to Project No. 1 and Project No. 7 ( 2331-2333 North Fairview and 2325-2335 North Fairview properties) shall not be forgiven and instead will be due and payable on December 31, 2080. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

Notwithstanding the foregoing, however, the total amount of the principal, interest and any other amounts owing under this Note shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust (other than transfers approved or permitted pursuant to the Agreement); or
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreements, or this Note, which has not been cured within the period of time set forth in those documents.

Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. The Notes for Projects 1-9 and 11-25 ( as defined in the Agreement) have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower's interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference.

The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects. Each Note includes all of the provisions for cross-default and A-2-2
21 80\02\3876745.1 4
Exhibit B 2 ATTACHMENT 12 - 183
1833
cross-collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Authority in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any one of the specific Notes. Once recorded the Instrument Number of the Amended and Restated Deed of Trust shall be noted here: --------

5. Waivers.
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the City's sole discretion and that the City may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the City with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute, and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement. .

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the City. In the event City at some time in the future, and from time-to -time, agrees in its sole and absolute discretion, to release Borrower as to a specific property subject to the Agreement, then this Note, the Deed of Trust and respective Regulatory Agreement can be released, reconveyed and/or modified to so reflect. In the event of any release, the affordability restrictions may be renegotiated.

10. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Amended and Restated Master Loan Agreement.

A-2-3
2 I 80\0213 876745.14
Exhibit B 2 ATTACHMENT 12 - 184
1834
2 I 80\02\3876745.14
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By:

Name: ---------------
Title:

A-2-4
Exhibit B 2 ATTACHMENT 12 - 185
1835
Schedule 1 to City Amended and Restated Promissory Note Burbank Housing Corporation Horne and CDB G Notes
Amended &
Original Note Restated By Project No. Original Note Pr-0 p£ rty HOME - Principal COBG - Principal Date Ma ster loan Amount Amount Totals Amount Totals
Agreement

04.'?c;/01 01/1,V?J Prtjo~t no. ? 1 ,0.0 00.00 3-:,00 .JOOS Th:>mton A•;r: S 1 J0,000.00 07/16/0? 0111M,, Prcj!?'=-tno. ,1 ?79'.0,9.00 17,t I ltiott Ori,·, S?79.0, 9.0o 111 sn ao, Oli lM?J Project no. 4 3~1.07?.00 17')1 r lli:rtt Orio.:& CDBG s::.11.on.16 0,10,110.1 Ol il.1//~ Prcj 1:c-t no. 9 3?a .091.oo ?3-7 'W. Ve rdu::o $378.090.,M Oo/D~/0,1 0111.-11, , Prtji:ct no. S 3.):J.,,178.0[} '.M 1 :>A3 \,V. v~rd ~o zn,A7BBe Oo/0~.10~ 01/1,1/70 Prc:j ~ct no. 9 3,\ I ,BG! .00 :>~7 W. VC! rdu~o $3,11 .GB 1 .37 ,/.-11?00,1 0111,1n, Project no. 9 oilcB.Bl?.00 'J'iO 'W. Tujun1ta • CDHG s~e .e,;; .3.n OMOS/06 01/1.-'ll?J Proj::?ctno. 17' 1,.1A?..11; .oo 1~7/ 1b9 'tJ'.'. Lim:icm, 1'00 V'l . I Im s, ,,1.1? ,.11 ~.oo 1n::.1?001 01 i 1t1/?~ Proj!?c't no. 13 V.B.603.00 'J'3 1 W. Vc,dur,oAvcnuc $Br16.SjJ_no 9i1/?0D9 0111,1.1,:, Proj!?ct no. 1 J e>10.000.00 :MOS N. N:::,omi S~ l 0,000.00 Total Principal Forgiven to date bas.ed on original term date $4,236.37B.24 $909,1184.46
~.,731?010 0111 ,11? , Project no. 17 , ::0.,00.00 7'6 10 Thornton Ave $030.,00.00 8170/7010 01i1:tl ✓ J Project no. 18 !> 7'0.'008.00 7'/ J VJ. Lln-dcm S~?6,6oa.oo 1?/9.17 ~1 0 0111 ,1/? !l Project no. 19 1.010.,00.00 n:i,1 Catalina $1.010.,00.00 10//'0/?0 1/ 0111.1/ !l ProjC! .:.t no. ') 1 4,7.7~8.00 ?300 Niaf,ers $.177 .736_{)0 81, 0/2013 0111,1n, Projo ct no. 'J:i 1.799,S74 .00 11 oa ,'\ngC!tino/11 01 Verdugo $1,79a.S74.00 ilJ?0/?013 0111 .-117, Projr:ct no ?7 103.0?0.00 11 Oa /i,ngclino/1101 \/crduea $1t:-3.0:i0.DO 7n 3/?0to 0111,1n, Project no. ')/ 305.379.00 11 oa Ant,clino/1101 Vcrdut,a $305.779.00 7/1 1/'):'.) 17 01/MJ?!l Projz;ct no ?3 ,t:17.JOD.-00 1!:-3/ 1 J9 & 199 (· lmw::iod H~1,it :1tization :U,t?.~00.00 3//8/')018 01iMJ70 ProjC!::.t no / ,1 ,~0.019.00 193? Ont:::,r io Strcct $::)90,019.00 10120/?018 01i1M✓ J ProjC!:tno.'J;J- , ,t?.70? .00 'J;'.!00 North rair.,ir:.•·•"' Stre~t St-,1, ,702 .00 Total Principal Amounts to be Forgiven based on
origin~l term date $5,831 ,740.00 $0.00
10/?6/99 01 / 1:117!) Prtj ~ tno. 1 i 120.Jco.oo ?3 31 73 33 N-::irn I Rir..iC!w St 3:,,3B4.73 11ili!/03 01 /1 ,1/?!) Prtjcct no. 7 1,080 .000.00 n ?:, ?33> I eir,iew SI ,080,000.00 Totsl No Forgiveness, No Interest. Deferred Loans $1 ,215.384.73 so.oo Total Principal Betance S11 .282,502.97 $909,884.46
Total Original HOME end CDBG Principa l balance S12.192.387.43 • Tota !:-!! principal amounts Vit"!r!!' forgiven undC!r ihc amcmifoC and rns:amd MU, Hom:? not!:s ISt1,?3~.272. J1) and CD6G nvt1:s IS909,e.9,·1.1'0) for a tot3l ·~ $5 145 262 40 •• lnr.i=ilmsturit)'CBtC 'A':iS 10i?6J/01A
A-2-5
2 180\02\3876745. I 4
Terms
1 oqtil,-n n es c::! tha initial t &m t de':X:!.
f -oq~i11·trn as ofthc initial t::rm da~.

I oq{ivl! n As c! thc in.itial tr.rm d11:0..
f or!{i'lt!n es ct the initial t~rm dam.
f .or~i .... t!n as of the initial tc-rm da:C'!.

F ortti..,t! n es ci the initial t~rm da'!.C'!.
f •::irtti..,t! n as of the initial tn-rm da'!.ti.
f orr;ivnn as c:t thc lnitiF!I tr:rmda:c.
f orgi._.n n RS ct the initial t r:rm da:c.
f orgi-,'t? n es d thc initi11l term de::c.

O¼
,0%
0%
{)~'D
0'%
O~'n
0%
{1%
{)%
0%
No foq~h,•c n!:ss: no intcr,:?-st, pa;·mcn:s
dc:<m cd until maturit1 date r111l70BO
No foqfr.,iC! nn-ss: nv intorl?St, pa;m on-::s
-:lcfo rrorl u11til maturitf date .-1t1f?OBO
Origina l
Forgivable For,ivable Units Focus
!YINI date- after 15 Group
yea rs
y M2512016 • ~ HHC?
y 7/16/2017 • 7 HHC-l
y 7/ 16/20 17 • 7 BHC-l
y :>M/2019 • 1 o OHCo
y SM/2019 • ,t BHC,
y 5/M 2019 • 9 BHC,
y 51412019 • 7 BHCo
y A/612021 • 9 !JHC3
y 1123no22 · a BHCo
y 91 1/20?.;I • ~ BHCG
y 3/?3no;, , ,I BHCG
y 8.'20i"}02J .i BHC5
y 1217/,0? 5 7 BHC?
y , onsoon 3 BHC?
y S/2017 078 11 BHC8
y S/20/2 02B 11 BHCB
y 711:,1,030 11 BHCS
y 7/11 ,"} 03') 10 BHC1
y 3/?8,',033 3 OHCG
y 10/30/2033 3 BHCG
N 3 BHC2
N 7 BHC?
Exhibit B 2 ATTACHMENT 12 - 186
1836

EXHIBITB
Form of Amended and Restated Deed of Trust

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91510-6459 )
Attention: City Clerk )
This document is exempt from the payment of a recording , fee pursuant to Government Code Section 27383 .

AMENDED AND RESTATED DEED OF TRUST
THIS AMENDED AND RESTATED DEED OF TRUST is made __ day of ------, 2025 by BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation (the "Trustor or Grantor") whose address is 1819 Grismer Avenue, Burbank, CA 91510 to Chicago Title Co., a California Corporation, (and in such capacity herein called "Trustee"), for the benefit of the CITY OF BURBANK, a California municipal corporation (the "City"), and the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority") (and in such capacity herein collectively called the "Beneficiary").

RECITALS
A. Trustor previously signed and recorded that certain Deed of Trust with Assignment of Rents (Short Form) dated October 23, 2006 for the benefit of the Beneficiary and recorded on October 25, 2006 in the Official Records of Los Angeles County as Document No. 06-2369323 (the "Deed of Trust") to secure indebtedness under a Loan Agreement ("MLA") approved in 2006, but executed on January 2, 2007.

B. Trustor and Beneficiary have amended and restated the MLA, and desire to amend the Deed of Trust to reflect such modification and to reflect the new amount of the indebtedness.

WITNESSETH: that Trustor grants to Trustee in Trust, with the Power of Sale, that property in the County of Los Angeles, State of California, described as See attached Exhibit A, incorporated herein.

Together with the rents, issues and profits thereof, subject however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the purpose of securing (I) payment of all indebtedness owed to Beneficiary in the principal amount of $50,869,383.43 according to the terms of the Amended and Restated Master Loan Agreement B-1
2 I 80\02\3876745. I 4
Exhibit B 2 ATTACHMENT 12 - 187
1837
(MLA) and the two promissory notes dated as of January 14, 2025 made by Trustor payable to the order of Beneficiary (the "2025 Amended and Restated Promissory Notes"), and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference into the 2025 Amended and Restated Promissory Notes or as contained herein; (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced promissory notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly remakes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18, 1964 in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of each county, namely

Page 149774 ends

Kings 858 713 Sierra 38 187
Lake 437 110 Siskiyou 506 762
Lassen 192 367 Solano 1287 621
Los Angeles T-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Mariposa 90 453 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2530 108
Modoc 191 93 Tuolumne 177 160
Mono 69 302 Ventura 2607 237
Monterey 357 239 Yolo 7 69 16
Napa 704 742 Yuba 398 693
Nevada 363 94
Orange 7182 18
B-2
2180\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 188
1838
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as if fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to it.

This Amended and Restated Deed of Trust is intended to replace and supersede Instrument No 06- 2369323.
2 l 80\02\3876745 .14
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By:

Its:

Name: ________________ _
8-3
Exhibit B 2 ATTACHMENT 12 - 189
1839
EXHIBIT "A"

LEGAL DESCRIPTION-TO BE INSERTED
B-4
2 l 80\02\3876745. l 4
Exhibit B 2 ATTACHMENT 12 - 190
1840
Property #1

LEGAL DECRIPTIONS -EXHIBIT A
2331-2333 North Fairview, Burbank, CA
(recorded in Instrument No. 06-2369323).

APN 2464-005-073
LOT 190 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #2 3000-3006 Thornton Avenue, Burbank,CA
(recorded in Instrument No. 06-2369323)
APN 2464-005-036
LOT 194 AND A PORTION OF LOT 195, OF TRACT NO. 9443, IN THE CITY OF BURBANK,COUNTY Of LOS ANGELES. STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 ,PAGE 5
OF MAPS. IN THE OFFICE OF THE COUNTY RECORDEROF

SAID COUNTY AND MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

LOT 194 AND THE EASTERLY 44.00 FEET OF LOT 195 AS

MEASURED ALONG THE NORTH AND SOUTH LINES OF SAID
LOT.

SAID LAND IS ALSO SHOWN AND DESCRIBED IN CERTIFICATE

OF COMPLIANCE, A CERTIFIED COPY OF WHICH IS
RECORDED SEPTEMBER 5, 2003 AS INSTRUMENT NO. 03-
2591270, OFFICIAL RECORDS.

Property #3
2 I 80\02\4054604.2
West Elmwood Avenue (199 W. Elmwood
Ave., together with 153, 158-159, 164-165,
170-171, 188, 194 w.

Elmwood, Burbank, CA)
(recorded in Instrument No. 06-23269323)
APNs 2451-001-021 ; 2451-001-052; 2451-
001-053; 2451-001-054; 2451-001-055; 2451-
001-056; 2451-001-057; 2451-001-058
Exhibit B 2 ATTACHMENT 12 - 191
1841
PARCEL 1:

LOTS 6, 12 AND 13 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 2:

LOT 7 OF TRACT NO. 14564, IN THE CITY OF BURBANK, IN THE

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 420, PAGE(S) 33 AND 34 OF MAPS,

IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.

PARCEL 3:

LOTS 8, 9, 10AND 11 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 4:

LOTS 16 AND 17 OF TRACT NO. 14564, IN THE CITY OF

BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S)
33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 5:

THAT PORTION OF ELMWOOD AVENUE, 60.00 FEET WIDE AND
VARIABLE WIDTH , AS SHOWN ON MAP OF TRACT NO. 14564,

IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420,
PAGE(S) 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY, LYING NORTHEASTERLY OF
THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE
SOUTHEAST CORNER OF LOT 6 OF SAID TRACT; THENCE
NORTH 41 ° 15' 55" EAST ALONG THE NORTHWESTERLY RIGHTOF-WAY OF SAID ELMWOOD AVENUE 19.06 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 35.00 FEET; THENCE
2 2 I 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 192
1842

NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 29° 55' 35" AN ARC LENGTH OF 18.28 FEET TO THE

BEGINNING OF A REVERSE CURVE, CONCAVE

SOUTHEASTERLY HAVING A RADIUS OF

40.00 FEET; THENCE NORTHEASTERLY ALONG SAID REVERSE
CURVE THROUGH A CENTRAL ANGLE OF 71 ° 20' 1 O" AN ARC
LENGTH OF 49.80 FEET TO A POINT IN SAID NORTHWESTERLY

RIGHT OF WAY OF ELMWOOD AVENUE, SAID POINT BEING

THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SAID
POINT BEARS 07° 19' 31" EAST; THENCE CONTINUING

SOUTHEASTERLY ALONG SAID RESERVE CURVE CONCAVE A
CENTRAL ANGLE OF 97 ° 1 O' 51" AN ARC LENGTH OF 67.85

FEET TO A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF

SAID ELMWOOD AVENUE, A RADIAL LINE TO SAID POINT
BEARS SOUTH 89° 51' 20" WEST. SAID VACATION WAS

ADOPTED BY THE CITY COUNCIL OF THE CITY OF BURBANK
UNDER RESOLUTION NO. 24,635, A CERTIFIED COPY OF
WHICH WAS RECORDED FEBRUARY 19, 1997 AS INSTRUMENT
NO. 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

LOT 1 IN TRACT NO. 14564, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 420, PAGES 33 AND 34 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #4 1721 Elliot Drive, Burbank, CA
(recorded in Instrument No. 06-2369323)
APN. 2468-013-022
LOTS 8 AND 10 OF 1RACT NO. 7683, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

Property#5 3030 Thornton Avenue, Burbank, CA
(recorded in Instrument No. 2369323)
APN 2464-005-037
THE EAST 44 FEET OF LOT 195 OF TRACT 9443, IN THE CITY
3 21 80\02\4054604 .2
Exhibit B 2 ATTACHMENT 12 - 193
1843

OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5
AND 6, OF MAPS INTHE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

Property #6 1819 Grismer,
(Formerly known as 1801-1815 Grismer,
Burbank, CA
1819 Grismer Burbank, CA
and 1729-1735 Elliot, Burbank, CA)
(recorded in Instrument No. 20120419278)
APN 2468-013907
Weisswasser Property
Those portions of Lots 18, 19, and 20 of Tract 3097 in the City of Burbank, County of Los Angeles, State of California as per map recorded in Book 32, Page 12 of Maps, records of said county and more particularly described as follows:

Lots 18 and 19 except the following described portions:

Beginning at the southeast corner of Lot 18 then along the south line of said Lot, N 89° 31' 40" W 367.00 feet; then N 0° 28' 60" W, parallel with the west line of said tract, 41 .50 feet; then S 89° 31' 40" E 185. 00 feet; than N 0° 28' 50" W 68.50 feet to the south line of Lot 19; then continuing N 0° 28' 50" W 14.50 feet; then S 89° 31' 40" E, parallel with the south line of Lot 19, 163.82 feet to the west line of Grismer Avenue,

60.00 feet wide; then along said west line in a curve concave to the west, having a radius of 1631.52 feet, 116.29 feet to the Point of Beginning.

Lot 20 except the following described portions:

The westerly 100 feet;
Beginning at the northeast corner of Lot 20, then S 14° 27' 30" E along the westerly line of Grismer Avenue, 60.00 feet wide, 51 .74 feet; then N 89° 31' 40" W 162.50 feet; then N 0° 28' 50" W, parallel with the west line of said Tract, 50.00 feet to the northerly line of Lot 20; then S 89° 31' 40" E along said northerly line 150 .00 feet to the Point of Beginning.
4 2 I 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 194
1844
Reinoso Property
Parcel 1:

Lot(s) 6 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80 Page(s) 21, of Maps, in the office of the County Recorder of said County.

Parcel 2:

That portion of Lot(s) 20 of Tract No, 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32 Page(s) 12, of Maps, in the office of the County Recorder of said County described as follows :

Beginning at a point In the south line of said Lot 20, distant thereon East 50 feet from the southwest corner of said Lot 20; thence East along the south line of said Lot a distance of 50 feet to a point; thence north and parallel with the west line of said Lot 20 to a point in the north line of said Lot: thence West along the north line of said Lot; a distance of 50 feet to a point thence South in a direct line to the Point of Beginning.

Parcel 3:

That portion of Lot(s) 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32 Page(s) 12, of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at the southwest corner of said Lot 20; thence East along the south line of said Lot 20, a distance of 50 feet to a point; thence North and parallel with the west line of said lot to a point in the north line of said Lot 20; thence West to the northwest corner of said Lot 20; thence South along the west line of said Lot 20 to the Point of Beginning, the southwest corner.

Parcel 4:

Lot(s) 4 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80 page(s) 21, of Maps, in the office of the County Recorder of said County.
5 2 I 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 195
1845
Exhibit A
All that certain real property situated in the City of Burbank, County of Los Angeles, State of California, and is described as follows:

Parcel 1:

A portion of Lot 20 of Tract 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32,

Page 12 ends

County.

Beginning at the northeast corner of said Lot 20; thence South 14° 27' 30" East, along the easterly line, 51.74 feet; thence North a9° 31' 40" West 162.50 feet; thence North 00° 28' 50" West 50 feet to the north line of said Lot 20; thence South a9° 31' 40" East along said northerly line, 150 feet to the Point of Beginning.

Parcel 2:

That portion of Lots 19 and 20, of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32, Pages 12 of Maps, in the Office of the County Recorder of said County, described as follows:

Beginning at a point of intersection of the southerly line of the Northerly 50.00 feet of said Lot 20 with the Westerly line of Grismer Avenue, 60.00 feet wide; thence Westerly along said Southerly line North 89° 31' 40" West 162.50 feet; thence South 0° 28' 20" West 116.07 feet to a point in the northerly line of the southerly 33.93 feet of said Lot 19; thence easterly along said northerly line, South 89° 31' 40" East 192.27 feet, more or less, to a point in said westerly line of Grismer Avenue, said line being a curve concave to the West having a radius of 1,631.52 feet, a radial to said point bears North 77° 41' 19" East; thence northerly along the arc of said curve 61.14 feet; thence on a tangent line North 14° 27' 30" West 58. 70 feet, more or less to the Point of Beginning.

Parcel 3:

That portion of Lots 19 and 20 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at a point in the northerly line of said Lot 20, distant along said northerly line North 89° 31' 40" West 150 feet from the 6 2 l 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 196
1846
northeast corner of said Lot 20; thence South 0° 28' 50" East 50 feet, thence South 0° 28' 20" West 116.07 feet to the northerly line of the southerly 33.93 feet of said Lot 19; thence along said last mentioned northerly line South 89° 31' 40" East 192.27 feet, more or less, to a point in the westerly line of Grismer Avenue, 60 feet wide, being a curve concave westerly having a radius of 1,631.52 feet, a radial line of said curve to said point bears North 77° 41' 19" East; thence southerly along said curve an arc distance of 11 .57 feet; thence along the northerly line of the southerly 22.62 feet to said Lot 19, North 89° 31' 40" West 360.92 feet to the easterly line of the west~rly 106.75 feet of said Lot 19; thence along said easterly line North 0° 28' 50' West 77.38 feet to the southerly line of said Lot 20; thence along said southerly line North 89° 31 ' 40" West 6. 75 feet to the easterly line of the westerly 100 feet of said Lot 20; thence along said last mentioned easterly line North 0° 28' 50" West 100 feet, to the northerly line of said Lot 20; thence along said last mentioned northerly line South 89° 31' 40" East 175 feet to the Point of Beginning.

Parcel 4:

The westerly 106. 75 feet of Lots 18 and 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, together with the northerly 11.31 feet of the southerly 22.62 feet of that portion of said Lot 19 lying easterly of the easterly line of said westerly 106. 75 feet of Lot 19.

Parcel 5:

The easterly 230.92 feet of the westerly 337.67 feet of Lot 18 and the southerly 11 .31 feet of that portion of Lot 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles , State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, lying easterly of the easterly line of the westerly 106. 75 feet of said lot 19.

Parcel 6:

Lot 6 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80, Page 21 of Maps, in the office of the County Recorder of said County. 7 2180\02\4054604 .2
Exhibit B 2 ATTACHMENT 12 - 197
1847
Parcel 7:

That portion of Lot 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, in the office of the County Recorder of said County, described as follows:

Beginning at a point in the south line of said Lot 20, distant thereon East 50 feet from the southwest corner of said Lot 20; thence East along the south line of said Lot, a distance of 50 feet to a point; thence North and parallel with the west line of said Lot 20 to a point in the north line of said Lot; thence West along the north line of said Lot, a distance of 50 feet to a point; thence South in a direct line to the Point of Beginning.

Parcel 8:

Beginning at the Southwest corner of said Lot 20; thence East along the south line of said Lot 20, a distance of 50 feet to a point; thence North and parallel with the west line of said Lot, to a point in the North line of said Lot 20; thence West to the northwest corner of said Lot 20; thence South along the west line of said Lot 20, to the Point of Beginning, the Southwest corner.

Parcel 9:

Lot 4 of Tract No. 7683, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 80, Page 21, of Maps, in the office of the County Recorder of said County.

Property #7 2325 and 2335 Fairview Street, Burbank,
CA
(recorded in Instrument No. 04-0057445)
APN 2464-005-031; 2464-005-033
The property located at 2325 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 189 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE
8 2 I 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 198
1848
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located at 2335 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 191 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #SA 2321-2323 N. Catalina, Burbank, CA
(recorded in Instrument No. 06-2369323 as
part of Property #8)
APN 2464-008-030
That real property located 2321-2323 North Catalina Street in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOTS 100 AND 101 OF TRACT NO. 9443, IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, ST ATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 5
AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

Property #88 2321 N. Fairview St., Burbank, CA
(recorded in Instrument No. 06-2369323 as
part of Property #8).

APN 2464-005-030
The real property located 2321 North Fairview, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #9
21 80\02\4054604 .2
220 W. Tujunga Avenue, Burbank, CA; 237,
241-243 and 257 W. Verdugo Avenue,
Burbank, CA
(recorded in Instrument No. 06-2369323).

APN 2451-018-022
9 Exhibit B 2 ATTACHMENT 12 - 199
1849
APN 2451-018-009; 2451-018-082; 2451-019-
001
220 West Tujunga Avenue
LOT 22 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
237 West Verdugo Avenue
LOT 9 OF TRACT NO. 5101, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 56, PAGE(S) 23 OF MAPS. IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
241-243 West Verdugo Avenue
LOT 10 OF TRACT NO. 5101, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
257 West Verdugo Avenue
LOT 1 OF TRACT NO. 5695, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER
MAP RECORDED IN BOOK 61 , PAGE(S) 92 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #10
Property #11
2 I 80\02\4054604.2
1902 Keeler Street Burbank, CA.

Intentionally Deleted . This property was
removed and released from the MLA in
2009, after Council approved the Keeler
Elliott Homeownership project, and
refinanced this note.
313 and 427 W. Valencia Avenue, Burbank,
CA
(recorded in Instrument No. 06-2369323)
APN . 2451-032-902; 2451-031-901
10 Exhibit B 2 ATTACHMENT 12 - 200
1850
313 West Valencia Avenue
LOT 14 OF TRACT NO. 8153, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 115, PAGE(S) 77 AND 78 OF MAPS,

IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
427 West Valencia Avenue
LOT 10 OF TRACT NO. 5370, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 121 PAGES 60 AND 61 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY.

Property #12 157 West Linden Avenue, Burbank, CA and
160 West Elm Court &159 West Linden
Avenue, Burbank, CA
(recorded in Instrument No. 06-2369323)
APN 5625-002-017; 5625-002-018
157 West Linden Avenue
THAT PORTION OF LOT 35 OF TRACT NO. 6811, IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 74 PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT
35, THENCE NORTH 48° 45' 09" WEST ALONG THE

SOUTHWESTERLY LINE OF SAID LOTTO THE MOST
WESTERLY CORNER THEREOF; THENCE SOUTH 80° 41' 16"
EAST 25.30 FEET; THENCE FROM A TANGENT BEARING SOUTH
60° 43' 55" EAST, SOUTHEASTERLY ALONG A CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 1460 FEET
THROUGH AN ANGLE OF 8° 32' 55" AN ARC DISTANCE OF
217.84 FEET, THENCE SOUTH 25° 31' 40" EAST 15.25 FEET TOA POINT ON THE SOUTHEASTERLY LINE OF SAID LOT 35,
DISTANT THEREON 36.54 FEET NORTHEASTERLY FROM SAID
MOST SOUTHERLY CORNER, THENCE SOUTHWESTERLY 36.54
FEET TO SAi D MOST SOUTHERLY CORNER TO THE POINT OF
BEGINNING.
11 2 180\02\4054604 .2
Exhibit B 2 ATTACHMENT 12 - 201
1851

EXCEPT THEREFROM ALL MINERALS, OIL, GASES AND OTHER

HYDROCARBONS BY WHATEVER NAME KNOWN THAT MAY BE

WITHIN OR UNDER SAID LAND WITHOUT HOWEVER THE

RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE OF
SAID LAND THEREFORE.
160 West Elm Court &159 West Linden Avenue
LOT 36 OF TRACT NO. 6811, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THE SOUTHWESTERLY ONE-HALF THEREOF.

Property #13 261 West Verdugo Avenue, Burbank, CA
(recorded in Instrument No. 2007-0194388)
APN 2451-019-003
The real property in the City of Burbank, County of Los Angeles, State of California, described as
Lot 3 of Tract No. 5695 as per Map recorded in Book 61 , Page 92 of Maps, in the Office of the County Recorder of Los Angeles County, California
Property #14 2219 and 2329 North Niagara St., Burbank,
CA
(recorded in Instrument No. 20220114597
and 20070194389)
APN 2464-006-007; 2464-005-008
2219 NORTH NIAGARA, BURBANK, CALIFORNIA
Lot 130 of Tract No. 9443, in the City of Burbank, as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
2329 NORTH NIAGARA, BURBANK, CALIFORNIA
Lot 146 of Tract No. 9443, in the City of Burbank, as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
12 2 I 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 202
1852
Property #15 & 17
2406 North Naomi
2406 North Naomi Street,
Burbank, CA;
2615 Thornton Avenue, Burbank, CA
(legal recorded in Grant Deed
lnstrument#20091549683)
APN 2466-015-070
LOT 72 OF TRACT NO. 4615 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 91 , PAGES 13-14 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THE SOUTHWESTERLY ONE-HALF THEREROF.
2615 Thornton Avenue
LOT 73 OF TRACT NO. 4615 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 91 , PAGES 13-14 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Excepting Therefrom that portion of said Lot 73 described as follows ;
Beginning at a point on the Westerly line of said Lot 73 distant North 0° 08° West 14.95 feet to the Southwesterly corner of said Lot 73; thence along the Southerly line of said Lot 73 South 89° 42° East

14.95 feet to a point of cusp; thence Westerly and Northerly along a curve concave Northeasterly having a radius of 15. 00 feet, a distance of 23.51 feet to a point of beginning, as described in a deed to the City of Burbank, recorded July 29, 1976 as Instrument No. 76- 4275 of Official Records.

Property #16
PARCEL 1:
275 W. Verdugo, Burbank, CA
(recorded in Instrument No. 2009-0050394)
APN 2451-019-053
THAT PORTION OF LOT THREE (3) IN BLOCK EIGHTY-SEVEN (87)

OF THE RANCHO PROVIDENCIA AND SCOTT TRACT, IN THE CITY

OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 15 ET
13 2180\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 203
1853
SEQ. , AND IN BOOK 43, PAGE 47 ET SEQ., OF MISCELLANEOUS RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF

VERDUGO AVENUE WITH THE NORTHWESTERLY

PROLONGATION OF THE NORTHEASTERLY LINE OF CRESCENT

STREET, AS SHOWN ON THE MAP OF THE FAXON TRACT,
RECORDED IN BOOK 14, PAGE 40 OF MAPS; THENCE

NORTHEASTERLY ALONG SAID CENTER LINE OF VERDUGO
AVENUE 210 FEET; THENCE NORTHWESTERLY AT RIGHT ANGLES
218 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE
CENTER LINE OF VERDUGO AVENUE 210 FEET; THENCE
SOUTHEASTERLY AT RIGHT ANGLES 218 FEET TO THE POINT OF
BEGINNING.

EXCEPT THE SOUTHEASTERLY 30 FEET THEREOF INCLUDED IN
VERDUGO AVENUE.

PARCEL 2:

LOT 4 OF TRACT NO. 5695, IN THE CITY OF BURBANK, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 61 , PAGE(S) 92 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

THE SOUTHEASTERLY ONE HALF OF THAT PORTION OF THE 15
FOOT ALLEY SHOWN ON THE MAP OF TRACT NO. 5695, IN THE

CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 61 , PAGE 92 OF

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID

COUNTY, WHICH LIES SOUTHWESTERLY OF THE

NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY
LINE OF LOT 4 OF SAID TRACT, AS VACATED BY THAT CERTAIN RESOLUTION RECORDED JULY 17, 1984 AS INSTRUMENT NO. 84- 352644, OFFICIAL RECORDS.

EXCEPT FROM PARCELS 1, 2 AND 3 (TO THE EXTENT NOW OR

HEREAFTER VALIDITY EXCEPTED AS RESERVED BY THE

PARTIES NAMED IN DEEDS, LEASES AND OTHER DOCUMENTS

OF RECORD) ALL OIL, GAS, OTHER HYDROCARBON

SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER
LYING MORE THAT 500 FEET BELOW THE SURFACE TOGETHER

WITH THE RIGHT TO DRILL INTO, THROUGH , AND TO USE AND
14 2 l 80\02\4054604.2
Exhibit B 2 ATTACHMENT 12 - 204
1854
OCCUPY ALL PARTS OF SAID SITE LYING MORE THAN 500 FEET

BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES

INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF

OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM

SAID SITE OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY

RIGHT TO USE EITHER THE SURFACE OF SAID SITE OR ANY
PORTION OF SAID SITE WITHIN 500 FEET OF THE SURFACE FOR

ANY PURPOSE OR PURPOSES WHATSOEVER, AS RESERVED BY

THE PARTIES NAMED IN DEEDS, LEASES AND OTHER
DOCUMENTS OF RECORD.

Property #18 225 W. Linden Avenue, Burbank, CA
(recorded in Grant Deed Instrument
No.20101203467)
APN 5625-013-013
The real property in the City of BURBANK, County of Los Angeles, State of California, described as:

THE SOUTHWEST 50 FEET OF LOT 15 OF TRACT NO. 8190,

IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES,

STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
87 PAGES 79 THROUGH 81 INCLUSIVE OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #19 2234 N. Catalina Street, Burbank, CA
(legal recorded in Instrument No.
20101872778)
APN 2464-007-024
LOT 79 OF TRACT NO. 9443 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6 INCLUSIVE OF

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.

Property #20 2223 N. Catalina Street, Burbank, CA
(legal recorded in Instrument
No.20110729681)
2 I 80\02\4054604.2
(Formerly known as 2223-2235 N. Catalina
Street)
15 Exhibit B 2 ATTACHMENT 12 - 205
1855
APN# 2464-007-061
Lots 87, 88, 89 and 90 of Tract No. 9443, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of said County.

Property #21 2300 Niagara St, Burbank, CA
(recorded in Grant Deed Instrument No.
20121665457)
APN 2464-008-04 7
Lot 118 of Tract No. 9443 as per Map recorded in Book 144, Pages 5 and 6 of Maps, in the Office of the County Recorder of Los Angeles County, California
Property #22 1108 W. Angeleno Avenue, Burbank, CA
and 1101 W. Verdugo Avenue, Burbank,
CA
(legal recorded in Instrument No.
20131233234)
1108 W. Angeleno Avenue: APN 2446-029-026
Lot 27 of Tract No. 3910, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 42 page 89 of maps, in the office of the County recorder of said County. 1101 W. Verdugo Avenue: APN 2446-029-027
Lot 43 of Tract No. 3910, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 42 page 89 of maps, in the office of the County recorder of said County.

Property #23
Property #24
2 I 80\02\4054604.2
(no new legal- part of Property #3)
1932 N. Ontario, Burbank, CA
(recorded in Grant Deed by Instrument No.
20180335891)
APN 2463-011-012
16 Exhibit B 2 ATTACHMENT 12 - 206
1856
Lot 12 of Tract No. 15399, in the City of Burbank, County of Los Angeles, State of California, as per map recorded In Book 410, Pages 35 and 36 of Maps, in the Office of the County Recorder of said County.

EXCEPT the Easterly 20 feet, measured at right angles from the Easterly line thereof.

Property# 25 2300 N. Fairview, Burbank, CA
(legal recorded in Instrument No.
20181152020)
APN 2464-005-024
LOT 162 OF TRACT NO. 9443, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER
MAP RECORDED IN BOOK 144, PAGES 5 AND 6, IN THE

OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY
17 2 I 80\02\4054604 .2
Exhibit B 2 ATTACHMENT 12 - 207
1857

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
)
) ss.
)
On , before me, , Notary Public,
personally appeared
D personally known to me
-or-
(Print Name of Notary Public)
D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact
□ Trustee(s) Number Of Pages
□ Guardian/Conservator
□ Other:

Signer is representing: Date Of Document
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
B-5
2 l 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 208
1858
EXHIBIT C-1
Form of Third Amendment to Regulatory Agreement
(Phase 1- 2025 Master Loan Agreement)

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Housing Director )
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 - 2025 Master Loan Amendment)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority") , the City of Burbank , a charter city and municipal corporation ("City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC").

Subject Properties
listed in Attachment No. 1 with prior recorded instrument numbers and/or legal descriptions (collectively "Subject Properties'')

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

C-1-1
2 l 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 209
1859
B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 197 4, 42 U.S.C. Sec. 5301 et seq .

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the "Community Redevelopment Law") the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the "Housing Fund").

D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency's housing duties and assets, including the Housing Fund.

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at the Subject Properties. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Subject Properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Subject Properties.

G. The parties further modified restated, and replaced in its entirety, the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; C-1-2
2 l 80102\3876745.14
Exhibit B 2 ATTACHMENT 12 - 210
1860
2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; 3) define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. The Subject Properties include Twenty Four (24) projects, which in turn oftentimes involved multiple parcels. Each individual parcel is subject to a regulatory agreement, separate for City or Authority, which restricts certain units to be affordable for a specific time period and is recorded in the official records of the Los Angeles County Recorder's Office (the "Original Regulatory Agreement"). The Original Regulatory was modified after adoption and amendment of the Loan Agreement in 2006-7 to reflect changes by the Loan Agreement as amended and in 2010 to reflect a modification requested by Developer (collectively "Regulatory Agreement"). Those legal descriptions or instrument numbers for the recorded documents of the Original Regulatory Agreement and the two amendments thereto are set forth in Attachment No

1. I. The Regulatory Agreement is now further being amended by the Third Amendment in conjunction with the terms set forth in the A&R MLA, specifically the extension of affordability covenants to April 1, 2080.

J. As part of the Keeler Homeownership Development June 16, 2009, Project No. 10 has been removed from the Master Loan process and treated individually. However, the documents that went before Council in January, 2025 inadvertently included Property No. 10, Administratively, the City Attorney through Resolution No. 25-29,585 and the Assistant Executive Director (authority to issue estoppels and interpretations of the Regulatory Agreement) have opined that this property should be deleted from the final agreement and all of the exhibits, for the debt had been released from the MLA in 2009 (Council Resolution No. 27,924 and Redevelopment Agency Resolution R-2215). Therefore, Project No. 10 is hereby intentionally deleted from this global amendment.

K. Intentionally excluded from this global amendment is the property referenced in the A&R MLA as Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement for Project No. 8 required, among other things, specific affordability requirements together with operation C-1-3
2 I 80\02\3876745 .14
Exhibit B 2 ATTACHMENT 12 - 211
1861
of an activity center to serve the neighborhood. Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street ("Project No. BA") and the project located at 2321 North Fairview Street ("Project No. 88"), with separate amended regulatory agreements.

NOW, THEREFORE, the parties hereto agree as follows :

1. Amendment: This Third Amendment modifies each individual regulatory agreement for each property identified in Attachment No. 1 as Subject Properties as follows. a. Extension of Affordability Covenants. This Third Amendment extends the affordability covenant period as to Subject Properties for fifty-five years and three months commencing upon January 1, 2025 to April 1, 2080. b. Conforming to A&R MLA. This Third Amendment amends the Regulatory Agreement for each property identified in Attachment 1 to conform it to any conflicting term in the A&R MLA, and any term in a future amendment to A&R MLA.

2. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement remain the same and the Regulatory Agreement remains in full force and effect.

3. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement as amended by this Third Amendment, and that the Regulatory Agreement with this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

4. Monitoring . As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority's cost.

5. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Properties by Instrument No. 06-2369323, and as amended and restated by Instrument No. ------- recorded on _______ , 2025.

6. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

C-1-4
2 l 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 212
1862

7. Successors and Assigns. The Regulatory Agreement as amended by this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement as amended by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.

C-1-5
2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 213
1863
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
, CMC, Secretary
Attest:
_________ , CMC, City Clerk
Approved as to Form and Legal Content
"Authority"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: _____________ _
Justin Hess, Executive Director
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: _____________ _
Justin Hess, City Manager
Joseph H. McDougall City Attorney/Authority General Counsel By:

C-1-6
2180\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 214
1864
2 I 80\02\3876745.14
"BORROWER"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:-------------
Name:
------------ 1 ts: -------------
C-1-7
Exhibit B 2 ATTACHMENT 12 - 215
1865
ATTACHMENTNO. 1
"SUBJECT PROPERTIES" are:

TO BE INSERTED
C-1-8
2 l 80102\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 216
1866
EXHIBIT C-2
Form of Third Amendment to Regulatory Agreement
(Phase 1- 2025 Master Loan Agreement)
(Catalina - Project No. 8A)

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(Catalina - Project No. 8A)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this "Third Amendment") is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority") , the City of Burbank , a charter city and municipal corporation (the "City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC").

Subject Property:
2321-2323 Catalina St, Burbank, CA and more particularly described in Attachment No. 1.

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit public benefit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City C-2-1
218010213876745.14
Exhibit B 2 ATTACHMENT 12 - 217
1867
of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U .S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency's housing duties and assets, including the Housing Fund.

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at on twentyfour properties throughout the City (the "Projects"). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included , among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Projects.

C-2-2
2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 218
1868
G. The parties further modified restated, and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) to define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) to eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) to eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan (with certain exceptions); 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7 continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. Subject Property, along with 2321 North Fairview Street, is referenced in the A&R MLA as collectively Project No. 8. Through the A&R MLA, the Project No. 8 is divided into two separate projects - the project located at Subject Property-2321-2323 North Catalina Street ("Project No. BA") and the project located at 2321 North Fairview Street ("Project No. 8B"), with separate amended regulatory agreements. The regulatory agreement requires among other things, specific affordability requirements, together with operation of an activity center located on Subject Property to serve the neighborhood.

I. A Regulatory Agreement was recorded on the Subject Property as Instrument No. 04-1599871 on June 17, 2004, and amended by an Amended Regulatory Agreement Instrument No. 06-2369324 on October 25, 2006 (the "First Amendment") and as further amended by a Regulatory Agreement Amendment Instrument No. 20101493655 on October 19, 2010 (the "Second Amendment").

J. The Regulatory Agreement, as amended by the First Amendment and the Second Amendment, is now further being amended (this Third Amendment) to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) to separate the Subject Property from the adjacent parcels 2321 North Fairview Street.

NOW, THEREFORE, the parties hereto agree as follows:

C-2-3
2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 219
1869

1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property. The Subject Property is improved with an eight unit apartment building 2323 Catalina Street and an activity center.

2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:

Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease one (1) of the rehabilitated housing units on the Property to Very Low Income Households as defined in Health and Safety Section 50105 ("Very Low Income Unit"), four (4) of the rehabilitated housing units on the Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 ("Lower Income Units"), and three (3) of the rehabilitated Housing Units on the Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units"), all at Affordable Rents for the respective income levels as set forth in Section 5 (the "Affordable Units"). The Developer shall further restrict the units by ensuring that the Very Low Income Unit is a one-bedroom unit, that the Low Income Units are all one-bedroom units, and that three of the Moderate Income Units are one-bedroom units.

3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows :
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer's acquisition of the Property. For purposes of this Section 4, "in perpetuity" means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the "Affordability Period"."

4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a futu re amendment to the A&R MLA.

5. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement, as amended by the First and Second Amendments , remain the same and the Regulatory Agreement, as amended by the First and Second Amendments , remains in full force and effect.

6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement , as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First C-2-4
2 l 80\02\3876745 . l 4
Exhibit B 2 ATTACHMENT 12 - 220
1870
Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

7. Monitoring. As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority's cost.

8. Performance Secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January_, 2025, recorded as Instrument No. ______ on ____ , 2025.

9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment, shall be binding upon BHC and the permitted successors and assigns of BHC.

C-2-5
2 l 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 221
1871
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
_____ , CMC, Secretary
Attest:
________ , CMC, City Clerk
Approved as to Form and Legal Content
"Authority"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:------------
Name:
------------ 1 ts :
-------------
C-2-6
Exhibit B 2 ATTACHMENT 12 - 222
1872
ATTACHMENTNO. 1
"SUBJECT PROPERTY" is:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOTS 100 AND 101 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN : 2464-008-030
C-2-7
2 180\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 223
1873
EXHIBIT C-3
Form of Third Amendment to Regulatory Agreement
(Phase 1 - 2025 Master Loan Agreement)
(2321 N. Fairview- Project No. 8B)

THIRD AMENDMENT TO REGULATORY AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(2321 N. Fairview)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this "Third Amendment") is entered into as of January __ , 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the "Authority"), the City of Burbank, a charter city and municipal corporation (the "City"), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer" or BHC").

Subject Property
2321 N. Fairview, Burbank, CA and
more particularly described in Attachment No. 1.

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit public benefit corporation, the Burbank Housing Corporation ("BHC"), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

C-3-1
21 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 224
1874
B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701 , et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the "Community Redevelopment Law"), the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the "Housing Fund").

D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency's housing duties and assets, including the Housing Fund .

E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households on twenty-four properties throughout the City (the "Projects"). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21 , 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the "Loan Agreement"), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans ("Authority Loan") and City HOME and CDBG loans ("City Loan"). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed of Trust recorded on the Projects.

G. The parties further modified restated , and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the "A&R MLA") to modify and restate the terms of the loan (the "Loan") to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the C-3-2
2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 225
1875
principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) define "affordability covenant period" to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 ("Affordability Period"); 4) eliminate the concept of "residual receipts payments" which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC's Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).

H. Subject Property, along with 2321-2323 N. Catalina Street, is referenced in the A&R MLA as collectively Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement required, among other things, specific affordability requirements together with operation of an activity center to serve the neighborhood . Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street ("Project No.

SA") and the project located at Subject Property-2321 North Fairview Street ("Project No. 8B"), with separate amended regulatory agreements.

I. A Regulatory Agreement was recorded on Subject Property as Instrument No. 04-1599871 on June 17, 2004, as amended by an Amended Regulatory Agreement recorded on Subject Property as Instrument No. 06-2369324 on October 25, 2006 (the "First Amendment"). On September 23, 2010, the parties agreed to amend the Regulatory Agreement to allow BHC to have flexibility to lease affordable units below income level designations (the "Second Amendment"). The Second Amendment did not appear on a title report for Subject Property due to administrative recording error, and shall be recorded prior to the recording of this Third Amendment.

J. The Regulatory Agreement, as amended by the First and Second Amendments, is now further being amended by this Third Amendment to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) separate the Subject Property from the adjacent parcels 2321- 2323 Catalina St.

NOW, THEREFORE, the parties hereto agree as follows:

1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property The Subject Property is improved with a two-story apartment building containing six units at 2321 North Fairview Street.

C-3-3
2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 226
1876

2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:

Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease two (2) of the rehabilitated housing units on the Subject Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 ("Lower Income Units"), and four (4) of the rehabilitated Housing Units on the Subject Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units"), all at Affordable Rents for the respective income levels as set forth in Section 5 (the "Affordable Units").

The Developer shall further restrict the units by ensuring that the Low Income Units are all one-bedroom units, and that four Moderate Income Units are two-bedroom units.

3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows:
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer's acquisition of the Property. For purposes of this Section 4, "in perpetuity" means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the "Affordability Period"."

4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a future amendment to the A&R MLA.

6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.

C-3-4
2 180\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 227
1877

8. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January_, 2025, recorded as Instrument No. ______ on ____ , 2025.

9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.

C-3-5
2180\02\3876745. l 4
Exhibit B 2 ATTACHMENT 12 - 228
1878
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Regulatory Agreement as of the date and year set forth above.

Attest:
"Authority"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: ___________ _
Justin Hess, Executive Director
_________ , CMC, Secretary
Attest:
_______ , CMC, City Clerk
Approved as to Form and Legal Content
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: _____________ _
Justin Hess, City Manager
Joseph H. McDougall City Attorney/Authority General Counsel By:

C-3-6
2 I 80\02\3876745. 14
Exhibit B 2 ATTACHMENT 12 - 229
1879
2180\02\3876745 . 14
"BORROWER"

BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By:-------------
Name: ------------
Its:

C-3-7
Exhibit B 2 ATTACHMENT 12 - 230
1880
ATTACHMENT NO. 1
"SUBJECT PROPERTY" is:

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

APN: 2464-005-030
C-3-8
2180\02\3876745. l 4
Exhibit B 2 ATTACHMENT 12 - 231
1881
EXHIBIT D-1
Form of the Amendment of Leases
(313 West Valencia and 427 West Valencia)

AMENDMENT OF LEASES
313 West Valencia and 427 West Valencia
(Project No. 11)
This Amendment of Leases ("Amendment") is made as of January 14, 2025, by and between the Housing Authority of the City of Burbank ("Authority" or "Lessor"), a public body, corporate and politic, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Nonprofit" or "Lessee").

RECITALS
A. The Authority's predecessor-in-interest and the Lessee entered into a Lease dated February 21, 2006, regarding the real property located at 313 West Valencia Avenue in Burbank, California ("313 Lease").

B. The Authority 's predecessor-in-interest and the Lessee entered into a Lease dated February 21, 2006, regarding the real property located at 427 West Valencia Avenue in Burbank, California ("427 Lease"; and together with the 313 Lease, "Leases" and each individually, "Lease").

C. The Authority's predecessor-in-interest had previously made loans to Lessee regarding the properties subject to the Leases ("Property").

D. On January 14, 2025, the Authority, the City of Burbank, and the Lessee entered into an Amended and Restated Master Loan Agreement ("A&R MLA"), which modified the loan terms. by forgiving accrued interest due and eliminating future interest on the Authority loans, eliminating any residual receipts payments, as well as agreeing to forgive 1155th of the total loan balance each year that Lessee is in compliance with the regulatory agreements recorded on the Property. The modifications also extended the Term of the loan and the Affordability Period to April 1, 2080.

E. The parties desire to modify the Leases to conform with the financial modifications in the A&R MLA.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree as follows:

1. Capitalized terms not defined in this Amendment shall have the meanings set forth in each Lease.

D-1-1
2 I 80\02\3876745 .14
Exhibit B 2 ATTACHMENT 12 - 232
1882

2. Section 3 of each Lease is hereby amended to extend the Term of each Lease to April 1, 2080.

3. Section 5 .2 of each Lease is hereby amended to replace the first paragraph as follows:
"5.2 Rent: During the Term of this Lease, Lessee agrees to pay in advance on the Commencement Date, and thereafter on April 1 of each year thereafter rent in the amount of One Dollar."

4. Section 6.2 of each Lease is hereby amended to replace the second sentence as follows: "For purposes of this Section 6.2, "in perpetuity" means the useful life of the Property with the land use controls imposed, but at least until April 1, 2080."

5. The first two paragraphs of subsection 1 0(i) of each Lease are hereby deleted.

6. Except as amended pursuant to this Amendment, all other terms of each Lease remain the same and each Lease remains in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Modification of Lease as of the date first set forth above.

Attest:
----~ CMC, Secretary
2180\02\3876745.14
"Lessor"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: ______________ _
Justin Hess, Executive Director
"LESSEE''

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By:

Name:

Its:

D-1-2
Exhibit B 2 ATTACHMENT 12 - 233
1883
EXHIBITD-2
Form of the Amendment of Leases
(1729-1735 Elliot Dr., 1801-1815 and 1819 Grismer Ave.
(Project No. 6)

AMENDMENT OF LEASE
1729-1735 Elliot Dr., 1801-1815 and 1819 Grismer Ave.
(Project No. 6)
This Amendment of Lease ("Amendment") is made as of January 14, 2025, by and between the Housing Authority of the City of Burbank ("Authority" or "Lessor"), a public body, corporate and politic, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Nonprofit" or "Lessee").

RECITALS
A. The Authority's predecessor-in-interest and the Lessee entered into a Lease dated April 14, 2004, regarding the real property located at 1729-173 5 Elliot Dr., 1801-1815 and 1819 Grismer Ave in Burbank, California ("Lease").

B. The Authority's predecessor-in-interest had previously made loans to Lessee regarding the properties subject to the Lease ("Property").

C. On January 14, 2025, the Authority, the City of Burbank, and the Lessee entered into an Amended and Restated Master Loan Agreement ("A&R Master Loan Agreement"), which modified the loan terms by forgiving accrued interest due and eliminating future interest on the Authority loans, eliminating any residual receipts payments, as well as agreeing to forgive 1155th of the total loan balance each year that Lessee is in compliance with the regulatory agreement recorded on the Property. The modifications also extended the Term of the loan and the Affordability Period to April 1, 2080.

D. The parties desire to modify the Leases to conform with the financial modifications in the A&R MLA.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree as follows:

1. Capitalized terms not defined in this Amendment shall have the meanings set forth in each Lease.

2. Section 3 of the Lease is hereby amended to extend the Term of the Lease to April 1, 2080.
0-2-1
2 I 80\02\3876745.14
Exhibit B 2 ATTACHMENT 12 - 234
1884
,.,
.) . Section 5.2 of the Lease is hereby amended to replace the first paragraph as follows:
"5.2 Rent: During the Term of this Lease, Lessee agrees to pay in advance on the Commencement Date, and thereafter on April 1 of each year thereafter rent in the amount of One Dollar."

4. Section 6.2 of the Lease is hereby amended to replace the second sentence as follows: "For purposes of this Section 6.2, "in perpetuity" means the useful life of the Property with the land use controls imposed, but at least until April 1, 2080."

5. The first two paragraphs of subsection 1 0(i) of the Lease are hereby deleted.

6. Except as amended pursuant to this Amendment, all other terms of each Lease remain the same and each Lease remains in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Modification of Lease as of the date first set forth above.

Attest:
_____ _, CMC, Secretary
21 80\02\3876745. I 4
"Lessor"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: _____________ _
Justin Hess, Executive Director
"LESSEE"

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By: ___________ _
Name:

Its: ---------------
D-2-2
Exhibit B 2 ATTACHMENT 12 - 235
1885
Exhibit B 3
ATTACHMENT 12 - 236
1886
Exhibit B 3
ATTACHMENT 12 - 237
1887
Exhibit B 3
ATTACHMENT 12 - 238
1888
Exhibit B 3
ATTACHMENT 12 - 239
1889
Exhibit B 3
ATTACHMENT 12 - 240
1890
Exhibit B 3
ATTACHMENT 12 - 241
1891
Exhibit B 3
ATTACHMENT 12 - 242
1892
Exhibit B 3
ATTACHMENT 12 - 243
1893
Exhibit B 3
ATTACHMENT 12 - 244
1894
Exhibit B 3
ATTACHMENT 12 - 245
1895
Exhibit B 3
ATTACHMENT 12 - 246
1896
Exhibit B 3
ATTACHMENT 12 - 247
1897
Exhibit B 3
ATTACHMENT 12 - 248
1898
Exhibit B 3
ATTACHMENT 12 - 249
1899
Exhibit B 3
ATTACHMENT 12 - 250
1900
AMENDMENT NO. 2 TO AFFORDABLE HOUSING

AGREEMENTS AND RELATED REGULATORY AGREEMENTS
THIS AMENDMENT NO. 2 TO AFFORDABLE HOUSING AGREEMENTS AND RELATED REGULATORY AGREEMENTS (the "Amendment") is entered into as of 8*bet£- o1.3 , 20 I 0, among the CITY OF BURBANK, a California municipal corporation (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the ''Agency'') and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Developer" or "BHC").

RECITALS
A. In 1997, the Redevelopment Agency of the City of Burbank established a non-profit corporation to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City of Burbank receives funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families. The City also has Community Development Block Grant ('"CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 el seq.

C. Pursuant to Section 33334.2 of the California J:-fealth and Safety Code Section 33000, et seq., (hereafter "Community Redevelopment Law'1) the Agency is required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City of Burbank's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

D. BHC, the City, and the Agency have to date worked together to provide and preserve Two Hundred and Seventy-Five (275) units of low-to-moderate income households. Based on the successful Elmwood model, the parties recognize that affordable housing requires social centers/services to' invigorate neighborhoods and to keep projects successful. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school child care, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital servkes to the low and moderate occupants. BHC manages those centers as its owner.

E. On October 26, 1999, the Agency, City, and BHC entered into an affordable housing agreement for the property located at 2331-2333 North Fairview to acquire, rehabilitate, and provide three (3) affordable rental units .. (hereafter referred to as "Project No.1 '').

F. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and provide four ( 4) affordable rental units located at 3000-3006 Thornton Avenue ("Project No.2").
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page I /Zog
Exhibit B 4 ATTACHMENT 12 - 251
1901
G. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and provide 65 affordable units located at 199 West Elmwood Avenue 153, 158-159,164-165, 170-171, 188,194 Elmwood. This Elmwood project is collectively referred to as "Project No.3".

H. The Elmwood Project, Project No. 3, is being amended through the Amendment No. 2 to the Affordable Housing Agreements and related Regulatory Agreement, to modify the joint, consolidated restrictions on the affordable housing income restrictions. The number of affordable units remains unchanged.

I. On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and provide seven (7) affordable rental units located at 1721 Elliot Drive. The Elliot project is hereafter "Project No. 4".

J. On May 27, 2003, BHC and the Agency entered into an affordable housing agreement concerning 3030 Thornton Avenue to acquire, rehabilitate, and provide one (1) affordable rental unit. The 3030 Thornton Avenue project is hereafter "Project No. 5".

K. On September 23, 2003, BHC and Agency entered into a disposition and development agreement ("DDA") and lease agreement and amended on January 15, 2008 (Amendment No. 2) whereby BHC agreed to rehabilitate and provide 70 affordable rental units located at 1801-1815 Grismer Avenue, 1819 Grismer and 17?9-1735 Elliott Drive. The aforementioned project is hereafter referred to as "Project No. 6".

L. The Peyton- Grismer Project, Project No. 6, is being amended through Amendment No. 2 to the Affordable Housing Agreements and related amended Regulatory Agreements, to modify the joint, consolidated restrictions on the affordable housing income restrictions. The number of affordable: units remains unchanged.

M. On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven (7) units. at 2325 and 2335 Fairview Street (hereafter "Project No. 7").

N. On June 15, 2004, BHC and the Agency entered into an affordable housing agreement to acquire, rehabilitate, and provide fourteen (14) affordable rental units located at 2321 North Fairview Street and 2321-2323 North Catalina Street . An activity center serves the neighborhood. This project is hereafter referred to as ''Project No. 8".

0. On May 4, 2004, the Agency and BHC restructured and consolidated certain affordable housing agreements in the Lake-Verdugo Focus Neighborhood to provide thirty (30) affordable housing rentals located at 220 West Tujunga Avenue, 237, 241-243, and 257 West Verdugo A venue, which had been entered into separately in 2000-01. An activity center serves the neighborhood. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as "Project No. 9".

P. As part of the Keeler Homeownership Development June 16, 2009, 1902 Keeler Avenue ("Project No. 1 0") has been removed from the Master Loan process and treated individuaHy.

Therefore, Project No. 10 is hereby intentionally deleted. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 2 Exhibit B 4 ATTACHMENT 12 - 252
1902
Q. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC to provide five (5) affordable rental units located at 313 and 427 West Valencia Avenue. The aforementioned property is hereafter referred to as "Property No. 11".

R. On April 4~ 2006, the City, Agency~ and BHC entered into an Affordable Housing Agreement for the purchase and rehabilitation of ten (10) rental units at 157 West Linden Avenue and 160 West Elm Courtil59 West Linden Avenue (Property No.12).

S. On January 23, 2007, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 261 West Verdugo A venue which was rehabilitated to provide eight (8) affordable rental units. (Property No. I 3).

T. On January 23, 2007, Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to provide six (6) rental units at 2219 and 2329 North Niagara Street. (Property No. 14) ..

U. On November 18, 2008, the Agency? City and BHC entered into an Affordable Housing Agreement for the property located at 2406 North Naomi Street which was acquired and rehabilitated to provide four ( 4) affordable rental units. (Property No" 15.) V, On January 6, 2009, the Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to acquire, rehabilitate, and provide34 affordable rental units at 275 West Verdugo Avenue. (Property No. 16.)
W. On September 29, 2009, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 26 I 5 Thornton A venue which was acquired· and rehabilitated to provide four ( 4)affordable rental units. (Property No. 17.) X. On August 17, 2010, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 225 Linden A venue which was acquired and rehabilitated to provide four (4) affordable rental units. (Property No. 18.) Y. BHC has performed or is currently performing all of its obligations under the affordable housing agreements (the "AHA") with respect to the acquisition and rehabilitation of each applicable property and currently maintains and operates the property subject to individual AHA' s and Regulatory Agreements exclusive to each property. The parties desire to amend each of the AH.As and the corresponding Regulatory Agreements for Projects I-I 8 to provide for flexibility in the affordability restrictions to meet community demand.

NOWj THEREFORE, the parties hereto agree as follows:

1. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page3 Exhibit B 4 ATTACHMENT 12 - 253
1903
Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordabllity New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability Initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Ver1-Low 20
Low 25
Moderate 12

2. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set fo1ih in its respective AHA. The Executive Director, or its designee) may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospective tenants at the designated income level, that there are no apparent qualified applicants at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affor-dable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FlNAL CLEAN COPY Page4 Exhibit B 4 ATTACHMENT 12 - 254
1904
a. Extremely-Low Households (''Extremely-LowHouseholds") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for·· extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low 1ncomt~ Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50105 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the un_it. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as· adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME incom~ rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annual]y by HUD, adjusted for number of bedrooms in the unit.
d. Moderate.-Income Househol~s ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD, k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 5 Exhibit B 4 ATTACHMENT 12 - 255
1905
In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit at the designated income level.

3. Amendment to the Regulatory Agreement. The Affordable Housing Agreements and Regulatory Agreements applicable to Projects No. 1 -17 are hereby amended to reflect the changes set forth in this AHA No. 2. The AHA's and Regulatory Agreements for Projects No. 1-17, shall remain in full force and effect except as to that reflected 'in this Agreement (Amendment No.2) and the attached Regulatory Agreement. It is not the intent to modify any other provision of the documents as to all of the aforementioned projects except for Projects Nos. 3 and 6. Should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
/J~ - C .!/. .-Lil_ By: J_j_ - ~ @ ~~
Peter J.~e ..,rath, President
CITY:

CITY OF BURBANK, a California municipal
corporation
By:

M' _ r
J , .l>e-rf-/' c; ry M~/Utk:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 6 Exhibit B 4 ATTACHMENT 12 - 256
1906
ATTEST:

Jt(
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Maly F. Riley, jr. Asst. City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By:

M , irector
ATTEST: J in Hess, on behalf of
fn ~t:-
APPROVED AS TO FORM:

Dennis A. Barlow, City Attorney/ Agency Counsel
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page 7 Exhibit B 4 ATTACHMENT 12 - 257
1907
Attachment
Regulatory Agreement Amendment
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FrNAL CLEAN COPY Page 8 Exhibit B 4 ATTACHMENT 12 - 258
1908
E118663
This page is part of your document - DO NOT DISCARD
20101493655
I llllll lllll lllll lllll lllll lllll lllll lllll lllll 111111111111111111 pmr Recorded/Filed in Official Records Recorder's Office, Los Angeles County,
California
10/19/10 AT 04:21PM
FEES: 0.00
TAXES: 0.00
OTHER: 0. 00
PAID: 0.00
1111111 1111111111111111 I II II Ill 1111111

LEADSHEET
Ill llll llll llll II I 1111111111111111
201010190710010
00003146341
I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIIIJlll 1111 002947953
SEQ:
02 DAR - Mail (Hard Copy)
1111111111111 IIIII IIII IIIII IIIII IIIIII IIIII Ill llllll llllll llll lllll llll llllll llllll lllll llll llll llll I IIIII IIIIIII IIII IIIII IIIII IIII IIIIII IIIII IIIIII IIII IIIII IIIII IIII II II II I IIII II Ill lllllllllll Ill llll

THIS FORM IS NOT TO BE DUPLICATED
Exhibit B 5 ATTACHMENT 12 - 259
1909

RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
11111 ,1111;111111 NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE

CITY CLERK

CITY OF BURBANK
PO BOX 6459
BURBANK CA 91510
20101493655* I I '

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
Exhibit B 5 ATTACHMENT 12 - 260
1910
RECOR.DING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive A venue )
P.O. Box 6459 )
Burbank~ California 91519~6459 )
Attention: Redevelopment Director )
This dat'.ument is exempt from the payment of a recording fee pursuant 1.0 Government Code Section 27383.

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this ~3f!JJ_ day of ~~ , 2010 by and among the CITY OF' BURBANK, a California municipal corporation (the'City"), the REDEVELOPMENT AGENCY OF THE. CITY OF BURBANK, a public body~ corporate and politic (the "Agency"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the ~'Developer").

RECITALS
A. The City has received funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. § 12701, et seq., for the purpose of the production and operation of housing affordable to lower and very low income families.

B. The Agency is required by California Health and Safety Code Section 33334.2, et seq., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving and preserving the City of Burbank's supply of loww and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

C. The Developer has negotiated and acquired~ and operated seventeen (17) properties of ,vhich the Agency and/or City have financed (collectively the "Affordable Housing Projects"). The Developer recorded a Regulatory Agreement. on each respective Affordab]e Housing Project to reflect the affordability restrictions. Each Regulatory Agreement further reflected the individual restrictions imposed on each Affordab]e Housing Project through the respective Affordable Housing Agreement ("AHA"). The recordation numbers of each Regulatory Agreement of the seventeen (17) properties is set forth in detail on Exhibit A and incorporated herein by this reference.

D. The City, the Agency and the Developer have entered into an Affordable Housing Agreement Amendment No. 2 dated as of S~y')\,<o~ tlo .L c2.01_0 _, pursuant to which the City and Agency have agreed to provide flexibrnty to Developer in the implementation of the affordability restrict1cms . The parties further modified the specific affordability designations in Properdes No. 3 and 6. This Amendment to the Regulatory Agreement shall apply to all seventeen (17) propt:1iies. k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 Fl~S:AL CLEAN COPY Pagel Exhibit B 5 ATTACHMENT 12 - 261
1911
NOW, THEREFORE, the parties hereto agree as foHows:

1. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Direl~tor, or its designee, to lease a paiiicular Affordable Unit at a level that is below the agreed unit designation set forth in its respective AHA. The Executive Director, or its de.signee, may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospectiw tenants at the de~ignated income level, that there are no apparent qualified applicants at the designated income level~ and that there are no significant financial impacts to the project: The Executive Director, or its desigm:e, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affordable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
a. Extremely-Low Households ("Extremely-Lov.1 Households") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50106 for extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) .the extremely low income rent~ set forth in Health & Safety Code Section 50053 based on the methodology established by HCD~ adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit.
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i).qualifying limits for extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety C~de Section 50 I 05 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing hpusing for comparable units in the area established by HUD; or (c) HOME program I---1ow HOME income rents as established and amended annually by HUD, adjusted for number of b~!drooms in the unit. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the ·united States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established 1<:\projecMbhc AHA amd No. 2 2010\AHA AmenJment No 2 FINAL CLEA.N COPY Page 2 Exhibit B 5 ATTACHMENT 12 - 262
1912
by HCD, adjusted for number of bedrooms tn ::fa~ unit, including a reasonable monthly utility aliowance; (b) prevailing fair marketrtfot for existing housing for c;,omparable units in the area established by HUD; (c) HOME program Low HOME income rents as established and amended annually by HUD_, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annually by Ht JD, adjusted for munber of bedrooms in the unit.
d. Moderate-Income Households ("Moderate-Income Households") that do not exceed the following: 1) the qualifying limits defined under California Health and Safoty Code Section 50093 for Moderate~Income Households, as adjusted for household size; and include:s ExtremelyLow, Very-Low, and Low-Income Househol.ds as defined abcve. Monthly rent chargeable by the tenant must be the lesser of (a) the modt:rate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevaHing fair market rent for existing housing for comparable units in the area established by HUD.

In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit ~t the designated income level.

2. Amem~ment to Properties N~. 3and No. 6. -Each Affordable.Housing Agn~ement and R~gulatory Agreement designates the number of affordable units a:nd the tai.geted restricted househqld i~come leveL The A_ffordable Hot;~sing Agreeme;nfand Reg~.Iatory Agreement a,r1plicable for Property No .. 3 and Property No. 6 Is amended as set forth in this section1 Property No. :3° initially required the follm,·ing d~signation nf affordabte housing units: • Property No. 3 Affordability Initial
Extremely-Low 0 -- Ver:-Low 19 E.lmwood Low 2:3
Moderate 23
This Amendment changes that designation to:

Property No. 3 Afiordabil ity New
l Extremely ... Low 7
Verv-low •">&"
• E,mwood L.0
Low 23
Moderate 10 ·-
Property No. 6 initiaHY,required_the following designation ofaffordable housing units:

Property No. 6 Affordab_\l.~Y. .. · Initial ---~··· .. - ; Extremely--Low 0 • I----- -~-•--·•, ..... - Peyton-Grismer Verv-low 14
}-- Low ·-·--~
i.9
Moderate 37 .. --~· .. -, .. ----·
k:\projects:\bhc AHA amd rfo. 2 2010\AHA Amt111dment No 2 FTN.,U. CLEAN COJJY Page 3 Exhibit B 5 ATTACHMENT 12 - 263
1913
This Amendment changes that designation to:

Property No. 6 Affordabil 1ty New ·-
Extrem~!y-l.ow 13
Peyton-Grismer ~~~r.r:bow 20
• Low 25
Moderate 12

3. Amendment. "This Agreement may not be changed orally, but only by agreement in writing signed by Developer, the Agency and the City. • IN WITNESS \VHEREOF, the parties hereto have t~xecuted this Amendment to th~~ Regulatory Agreement as of the date and year set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
· California nonprofit cmporation
By: ~ ~=--· - Peter J. ~cGrath, President
.ATTEST:
{le
CITY:
· CITY O:F BUl{BANK. a California municipal
corporation
By:

Greg forrmann., Interim Assistant
Community Development Director

OFFICIAL' SEAIJ
k:\projt:cts.bhc AHA amd No. 2 '.L.010\fl.l-IA Amendment No 2 FIN!\i, CLE:AN C~)VY Page4 Exhibit B 5 ATTACHMENT 12 - 264
1914
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF' THE CITY
OF BURBANK, a publie, body, corporate and politic
ctor
ATTEST:
~ Margarita
A pp roved as to Form and Legal Content
Dennis A. Barlow, City Attorney/Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Pagt! 5 Exhibit B 5 ATTACHMENT 12 - 265
1915

ACKNOWLEDGMENT
State of California }ss.

County of Los Angeles }
On September 10, 2010, before me, Maria D. Wilson, Notary Public, personally appeared fe·±:ec ~- r(\ L 6:co.-+b 'who proved ·to me on the basis of satisfactory evidence to be the person~ whose name(~ is/ar-e subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/l:lefl-tl::teir authorized capacity(ies), and that by his/her/their signature~)' on the instrument the person(~, or the entity upon behalf of which the person~f acted, executed the instrumeri't.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
~-· MARIA D. WILSON ( ,,. COMM.# 1840452
VI NOTARY PUSUC,CAUfORNIA fD
Los NIGELES CoutfTY - MY COMM, ExP. MAR. 14, 2013

OPTIONAL INFORMATION
Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: -------- Number of Pages: ________ _
Signer(s) Other than Named Above: ____________ _
Capacity(ies) Claimed by Signer
Signer's Name:
o Individual
0 Corporate Officer-Title:
0 Partner -- o Limited 0 General
0 Attorney in Fact 0 Trustee
0 Guardian or Conservator
0 Other:

Signer is Representing: _____________________ _
Exhibit B 5 ATTACHMENT 12 - 266
1916

ACKNOWLEDGEMENT
State of California
County of Los Angeles
} ss.
}
On September 17,2010 , before me; Juan M. Salcido, Notary Public, personally appeared Greg Herrmann, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon. behalf of which the person acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. l JUAN M. SALCIDO l
COMM.# 1881860 <
NOTARY PUBLIC • CALIFORNIA ~ LOS ANGELES COUNTY t-1
My Comm. Expires Mar. 6, 2014 l : .......................................... ,.. ............................................................................. :

Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: September 17, 2010 Number of Pages:

Signer(s) Other than Named Above: ____________________ _ Capacity (ies) Claimed by Signer
Signer's Name: Greg Herrmann
DI Individual
D Corporate Officer - Title:

D Partner-- □ Limited□ General
D Attorney in Fact □ Trustee
~ Other:

Signer is Representing: Community Development Department Exhibit B 5 ATTACHMENT 12 - 267
1917
State of California
County of Los Angeles

ACKNOWLEDGEMENT
} ss.
}
On September 17, 2010 , before me, Juan M. Salcido, Notary Public, personally appeared Greg Herrmann, who proved to me on the basis of satisfactory evi4ence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the ·foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Juan M. Sa c1 o, Notary Pu 1c
! .,..,..., ... a.,...,,.... JUAN "ivi .. SALci"oo····:

COMM.# 1881860 <
NOTARY PUBLIC • CALIFORNIA 5;
LOS ANGELES COUNTY 1....t
L ........................... ~-~!-~~:.:~?.~~~~-~~~--~:.:.~!-~---.1 Description of Attached Document
Title or Type of Document: Regulatory Agreement Amendment Date: September 17, 2010 Number of Pages:

Signer(s) Other than Named Above: _____________________ _ Capacity (ies) Claimed by Signer
Signer's Name: Greg Herrmann
DI Individual
D Corporate Officer-Title:

D Partner-- □ Limited□ General
D Attorney in Fact □ Trustee
IZ! Other:

Signer is Representing: Community Development Department 1 j
Exhibit B 5 ATTACHMENT 12 - 268
1918

EXHIBIT A

LOS ANGELES COUNTY RECORDER'S

RECORDATION NUMBERS
[to be inserted]
k:\projects\bhc AHA amd no. 2, 2010\AHA Amendment No 2 FINAL CLEAN COPY 09-08-10

Page 6 ends

Exhibit B 5 ATTACHMENT 12 - 269
1919
Last Updated: June 2010
Burbank Housing Corporation
Projects List
Recordation Information of Regulatory Agreement Commonly Known As Instrument No. 2000-1779212 2331-2333 N. Fairview Street Burbank 91504
Instrument No. 2001-0849604 3000-3006 Thornton Avenue
Burbank 91504
153, 158-159, 164-165, 170-171, 188, 194
Instrument No. 2003-1634472 W. Elmwood Avenue
Burbank 91502
Instrument No. 2002-2104968 1721 Elliott Drive
Burbank 91504
Instrument No. 2001-0849604 3030 Thornton Avenue
Burbank 91504
Instrument No. 2006-1250632 1801 -1815 Grismer Avenue
Instrument No. 2008-0233892 (Amended) 1729-1735 Elliot Drive Burbank 91504
Instrument No. 2004-0057447 2325 & 2335 N. Fairview Street Burbank 91504
Instrument No. 2000-1779211 2321
- 2323 N. Catalina Street
Burbank 91504
Instrument No. 2005-1068729 220 W. Tujunga Avenue
Burbank 91502
Instrument No. 2005-1068729 237 W. Verdugo Avenue
Burbank 91502
Instrument No. 2005-1068729 241
- 243 W. Verdugo Avenue
Burbank 91502
Instrument No. 2005-1068729 257 W. Verdugo Avenue
Burbank 91502
Instrument No. 06-0572613 (313 Valencia) 313 & 427 W. Valencia Avenue Instrument No. 06-0572609 (427 Valencia) Burbank 91506
157 & 159 W. Linden Avenue
Instrument No. 2006-076325 160 W. Elm Court
Burbank 91502
Instrument No. 2005-1068729 261 W. Verdugo Avenue
Burbank 91502
Instrument No. 2007-0194392 2219 & 2329 N. Niagara Street Burbank 91504
Instrument No. 2008-2080847 2406 North Naomi Street
Instrument No. 2009-1538359 (Amended) Burbank 91504
Instrument No. 2009-0050395 275 W. Verdugo Avenue
Burbank 91502
Instrument No. 2009-1549685 2615 Thornton Avenue Burbank 91504
Instrument No. 2010-01203469 225 W. Linden Avenue
Burbank 91502

Page 1 of 1 ends

Exhibit B 5 ATTACHMENT 12 - 270
1920
NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE

UESTED BY
BURBANK CA 91510
COPY -JI! - - ,corded
• ~~ \\1\1111\ll\\ll\ll ;r;~;~;,~
.· Qr "'20101493655
pro"'°~~mg nas Deen completed.
lOSANGELESCOUNTYREGISTRAR-RECQBOER A ~ I --!llftUfl - ""'"'· lL

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
Exhibit B 5 ATTACHMENT 12 - 271
1921
This page is part of your document - DO NOT DISCARD
20101493655
I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII Pg 8 r?:
·1 •
1=111663
Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
10/19/10 AT 04:21PM
FEES:

TAXES:

OTHER:

PAID:

II I I Ill I Ill I II I I II II Ill I Ill I Ill 1111111

LEADSHEET
ll 111111 I Ill I Ill II I ll Ill I ll Ill I II II
201010190710010
00003146341
l llllll lllll lllll lllll lllll lllll lllll lllll lllll llll llll 002947953
SEQ:
02 DAR - Mail (Hard Copy)
I llllllllllll lllllllll lllll lllll llllll lllll Ill llllll llllllllll lllll llll llllll llllll lllll llll illl 1111 l lllll lllllll llll lllll lllll llll llllll lllll llllll llll lllll lllll llllll lllll llll lllll llllll !11\I Ill llll

THIS FORM IS NOTTO BE DUPLICATED
.----
~ 1ce,, =Flc I 20f ~ full (:'"Pu '1 o\u2--Ll_f]LLAA--

0.00 0.00

0.00 0.00
l
Exhibit B 5 ATTACHMENT 12 - 272
1922

RECORDING REQUESTED BY
WHEN RECORDED MAIL TO·
NAME

MAILING

ADDRESS

CITY, STATE

ZIP CODE
CITYCLERK •

CITY OF BURBANK
PO BOX 6459
BURBANK CA 91510

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE SECTION 6103

TITLES(S)
Regulatory Agreement Amendment
Redevelopment Agency of the City of Burbank - Burbank Housing Corporation R428 6/94
2 Exhibit B 5 ATTACHMENT 12 - 273
1923
RLCORDING Rl:QUES !"ED BY
AND WHEN RECORDED Mi\IL f'O: J
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank. California 91519-6459 )
Attention: Redevelopment Director )
rh1s tl(,tum::.:nt ,~ c·(cmpt from the paymenl ul a rct:ortlmg ft:l:
pursuJnl lo Govcrnmcnl Code -;,:,..,bnn 27_:;g3

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this :J.3R.O day of ~~ . 20 IO by and among the CITY OF BURBAl\K. a Calirornia municipal corp0ration (the'City"). the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK a public body, corporate and politic (rhe "AgenL)•''), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the --Developer").

RECITALS
A. The City ha~ received funds from the HOt'v1E Investment Partnership Act 01· the Unikd States. 42 U.S.C. § 12701, er seq .. for the purposr! of the production nnd r1pcrat1on of housing affordable to low~r and very low mcome families. •
B. The Agency is required by California Hea[th and Safety Code Section 33334.2, et seq .. .tn exprnd a certain percentage of property tnxc:s allocated to it for the purpose or increu~ing, improving and pre~erv ing the City of Burbank ·s supply of low- and moderate-income housing available at an affordable housing rnst Pursuant thereto, the Agenc) has established a Lem and Mode-rate Income I lou.,ing rund (the "Housing Fund'').

C. The Developer has negotiated and acquired. ild operated seventeen ( 17) proµerties of ~hich the /\gcncy and/or City have financerl (collectively the .:Affordable Housing Projects"'). The Developer recorded a Regulatory Agreement on ench rcspl'ctivc Affordable Housing Project to reflect the affordability rcstricticns. Each Regulatory AgrcemL:nt further ret1ected the individual restrictions imposed on each Affordable: I fousing Project thro11gh the r~spcctive Affordnble Housing Agreement (''Al IA"'). The rccordation numbers of each Regulmory /\greement of the seventeen (17) properties is set forth in detaii on Exhibit A and incorporatect herein by this reference.

D. 'I he City, the Agency and the Dl'vcioper ha"e 1::ntcrcd into an Affordable l lc>using Agrt'ement Amendment No. 2 dated as of ~~Yh,Coe.A tl..3.i t2010_, pursuant to ,vhich the City and Agenc) ha, e agreed to provide flcx:1bil ity 1o Dew loper in the implemcritation of thi: a/T1)rdabi lity rcstriuir 1ns. rhe p:Jrties further modified the sr,ccific affordahi!it) designations 1n Propertic:-, No. ; and 6. ·1 :1i~ Amendment to the Regulatory Agreern~nt shall apply to all seventeen t 17) prorntics.

Exhibit B 5 ATTACHMENT 12 - 274
1924
clty of btffbank
community development department
memorandum
DATE: September 14, 2010
TO: City Council and Redevelopment Agency Board ~'f, R~ FROM: Greg Herrmann, Interim Community Development Director/Interim Assistant Executive Director t
Ruth Davidson-Guerra, Assistant Community Development Director for Housin and Redevelopment
BY: Arelene Roldan, Housing Development Manager
SUBJECT: BURBANK HOUSING CORPORATION PROPOSAL TO AMEND

AFFORDABLE HOUSING AGREEMENTS TO INCREASE HOUSING

OPPORTUNITIES FOR LOWER INCOME HOUSEHOLDS TO MEET

COMMUNITY NEED

PURPOSE
The purpose of this report is to provide information to the Burbank City Council (City) and Burbank Redevelopment Agency Board (Agency) to consider amending agreements that will redefine the income and affordability requirements as previously approved by and between the City and the Burbank Housing Corporation (BHC) and by and between the Agency and BHC. The objective of these amendments is to increase affordable housing opportunities to meet the current housing demand of the community.

This action will meet the City Council's goal of Sustainability by improving environmental and social sustainability within the City.

BACKGROUND
Since 1997, the City has implemented a pro-active approach to neighborhood revitalization in partnership with BHC. The City and the Agency have extended funding to BHC to assist in the acquisition and rehabilitation of distressed residential properties as a strategy for upgrading neighborhoods in decline and maintaining rents at an affordable rate. By investing resources to improve the housing stock, provide affordable housing opportunities, and develop neighborhood-based Family Resource Centers, our partnership with BHC has improved the quality of life for Burbank residents in the Elmwood, Verdugo-Lake, Golden State, Peyton-Grismer, and Lake-Alameda Focus Neighborhoods (Focus Neighborhoods).

These efforts have been consistent with several housing objectives and programs of the City's Affordable Housing Strategy, first set forth by the Blue Ribbon Task Force on Affordable Housing as approved by the City and Agency in 2003. ~, .ioe,
A- <-~~'7
9--/c./--ro
Exhibit B 5 ATTACHMENT 12 - 275
1925
Affordable Housing Properties
BHC currently operates or is in the process of improving properties with over 270 affordable housing units within the Focus Neighborhoods. Each of these properties have been developed to provide affordable rental housing opportunities to assist Burbank households earning 120 percent of area median income, defined by California Redevelopment Law (CRL) as Low and Moderate Income Households. The table below reflects the number of housing units produced within each Focus Neighborhood. The table also includes the total units within the BHC's Transitional Housing Program.

Burbank Housing Corporation
Affordable Housing Portfolio
Elmwood Focus Neighborhood
Verdugo-Lake Focus Neighborhood
Golden State Focus Neighborhood*
Peyton-Grismer Focus Neighborhood**
Lake-Alameda Focus Neighborhood
Transitional Housing Program*
65 72
36 77
9 16
* Includes properties currently being rehabilitated by BHC. ** Excludes eight units within the Keeler-Elliott Homeownership Development.

Income and Affordability Requirements
Each of the affordable housing properties are subject to agreements imposing long-term covenants and restrictions securing affordability for the longest feasible time. CRL's affordability duration is 55 years for rental housing; BHC's affordability term is in perpetuity. These agreements have been recorded with Los Angeles County and will run with the land. The affordability restrictions require BHC to lease units to incomequalified households at the defined affordable housing rent, and the restrictions vary from project to project. The U.S. Department of Housing and Urban Development (HUD) annually establishes income limits for each State based on the area median income. Thereafter, the Department of Housing and Community Development (HCD) officially publishes the income qualification standards for each County, adjusted by household size and applicable rents are established using the methodology established by CRL1.
1 Pursuant to California Redevelopment Law Section 50106, 50105, 50079.5, and 50093. 2 Exhibit B 5 ATTACHMENT 12 - 276
1926
BHC's affordable housing units are targeted to households that fall within four basic income categories. Using the 2010 affordability standards, below is a sample of income limits adjusted by household size.

Extremely-Low $17,400 $19,900 $22,400 $24,850
(30% of AMI)
Very-Low $29,000 $33,150 $37,300 $41,400
(50% of AMI)
Low $46,400 $53,000 $59,650 $66,250
(80% of AMI)
Moderate $52,900 $60,500 $68,050 $75,600
(120% of AMI)
Area Median Income (AMI): $63,000
As mentioned earlier, the affordability requirements vary from project to project. Over the years, the terms of affordability and rent requirements have changed to assist the varying income of households, as well as providing BHC with the greatest flexibility to meet the changing needs of the community. For example, older agreements impose affordability requirements that are specific to bedroom size. Some agreements include "floating" units, which authorize BHC to assign affordability requirements to any bedroom size as long as the total number of units and bedroom mix satisfies the overall unit requirements. Finally, more recent agreements allow BHC with the most flexibility by designating units "up to" the affordability benchmark (described above). This final structure is included in more recent agreements, such as the acquisition of four units located at 225 Linden Avenue (approved in August 2010). Three of the four units are designated to households who earn "up to" the very-low income limit, and one unit is designated to a household who earns "up to" the moderate-income limit. BHC can technically rent the three very-low income units to a household who does not exceed the very-low income household limit, which includes extremely-low income households.

The moderate-income unit can be rented to all income categories, which includes extremely-low, very-low, and low income households.

The table below summarizes the number of units for each target income category within BHC's portfolio:
110
Moderate 86
TOTAL 275
3 Exhibit B 5 ATTACHMENT 12 - 277
1927
Moderate-Income Vacancy Challenges
Due to increasing unemployment rates, housing vacancies are rising and rents are falling across the country. Due to the downward economic and housing market trends, BHC has faced challenges in leasing the units designated to moderate-income households. The recession has decreased market-rents to levels equivalent to or below moderate-income rent designations, leaving moderate-income restricted units vacant for extended periods of time due to more attractive market rates and areas elsewhere in the city. During the 2008 and 2009 calendar years, the highest number of units vacant at one time was 13 and 22 moderate units, respectively.

As part of the Agency's continuous housing market analysis2 , a rent survey was
conducted in May 2010 to evaluate rental trends within Burbank. Included in the analysis was a detailed comparison of rental trends over the past three years within the city and regionally. The housing analysis reports the average monthly rent declining

3.2 percent between 2008 and 2009, and vacancy rates increasing by 0.4 percent between 2008 and 2009. Below is a rent survey comparison of restricted moderateincome rents within the Focus Neighborhoods and of the average market-rate rents.

The chart exhibits that the market rents are less than the restricted rents. Therefore, the demand for moderate-income rental units does not exist in the community based on market-rate rents.
1 $1,056 $1,386
2 $1,243 $1,559
3 $1,472 $1,733
Marketing Campaign
Even with market-rate rents declining, BHC continued to market the moderate units to meet agreement obligation. Over a two-year time period, both BHC and Agency staff developed an aggressive marketing strategy to fill the vacant moderate units and to build up a moderate-income waiting list. The marketing strategy was implemented in March 2009 and included new advertising materials, expanded and targeted marketing, rent specials and promotions. BHC also systematically reviewed the waiting list identifying families at the high end of the low-income category that could graduate into the moderate-income category; and have the ability to pay moderate-income rent in the near future. The following was executed over a one-year term4:
• In March 2009, a marketing flier and e-mail was targeted to employers of the Burbank Workforce (i.e. Burbank Unified School District, Chamber of Commerce, 2 Housing market trends are published annually within the Agency's Housing Profile summarizing statistics of the previous year. 3 Pursuant to Health and Safety Code Section 50053 (b)(4) and established by HCD, affordable rents for moderate income households are calculated using the following formula: Product of 30% times 110% of area median income, adjusted for household size appropriate for the unit. 4 Modifications were approved by Agency staff and modifications are consistent with existing agreements. 4 Exhibit B 5 ATTACHMENT 12 - 278
1928
Los Angeles Superior Court, Woodbury University, studios, childcare centers, and other local educational institutions.) In April 2009, a separate advertisement was placed in the Burbank City Employee Hotline for four weeks (two pay periods).
• Since June 2009, a leasing strategy has been implemented where BHC modifies new applicant criteria/eligibility, waived credit report fees, offered rent reductions, and offered rent/move-in specials.
• Since July 2009, marketing continues with posting vacancy banners and running multiple advertisements in various mediums such as the Burbank Leader, Craigslist, Penny Saver, and Westside Rentals.

This concerted effort has allowed BHC to fill the vacant moderate units, but the issue persists. To date, approximately ten moderate units remain vacant, while a pool of over 200 extremely-low, very-low, and low-income families remain on BHC's waiting list for an available affordable unit.

ANALYSIS
Despite best efforts, the moderate-income units remain vacant for extended periods of time while the demand for affordable units for households who earn less than moderateincome households is evidenced by the waiting list. To better meet the community need for affordable housing and fill the current moderate-income unit vacancies, BHC submitted a proposal (EXHIBIT A) requesting the City and Agency to consider amending certain agreements to increase the number of extremely-low, very-low, and low-income units by reducing the number of moderate-income units.

Unit Re-Designation Proposal
The proposal identifies two properties containing the highest percentage of moderate units and the greatest number of vacancies: the Elmwood Focus Neighborhood consisting of 65 units and Peyton Grismer Focus Neighborhood consisting of 70 units5 .
following proposed unit re-designations by property will create additional housing opportunities for lower income Burbank families and eliminate chronic vacancies:

Property Afford ab ii ity Current Proposed Change
Extremely..:Low 0 7 +7
Elmwood6 Very-Low 19 25 +6
Low 23 23 0
Moderate 23 10 -13
Extremely-Low 0 13 +13
Peyton-Grismer7 Very-Low 14 20 +6
Low 19 25 +6
Moderate 37 12 -25
5 The proposal excludes units within the Keeler-Elliott Homeownership Development and 1721 Elliott Avenue. These properties maintain their own agreement and will not be modified. 6 Elmwood consists of 153, 158, 159, 164, 165, 170, 171, 188, 194, and 199 Elmwood. 7 Peyton-Grismer consists of 1729-1735 Elliott and 1801-1815 Grismer. 5 Exhibit B 5 ATTACHMENT 12 - 279
1929
Provide consistency for all BHC properties
• As previously mentioned, the affordability and rent restrictions that BHC must follow are project-specific and varies with each property acquisition. Each property has its own affordability and restriction terms that prohibit BHC from renting to households other than the designations, limiting their ability to adjust to the demands of the community.

At the time those agreements were approved, the designations and restrictions fit with the economic climate and housing need. However, to effectively respond to shifts in the economy and the housing market, staff recommends amending all previously executed agreements to allow, upon Agency staff approval, BHC to lease their affordable units below the income level designation or to rent "up to" the designations noted for the property. This ability has already been implemented with recent acquisition transactions.

The purpose of this change is to establish consistency within all BHC agreements, reduce vacancy rates, and optimize the City's affordable housing production. This new structure of affordability and rent restrictions would be used for future property acquisitions.

If approved it is the intent of Agency and BHC staff to utilize the "up to" method as a last resort to prevent long-term vacancies over 90 days. Upon 90 days, BHC will be required to obtain Agency approval to rent a unit to a household below the targeted unit designation; BHC must restore affordability requirements with the next available unit. In addition, BHC will be responsible for maintaining a healthy mix of rental units that will generate enough income to cover operational expenses when implementing the "up to" method.

PROS and CONS of Proposed Re-Designation
Based on analysis conducted by staff, if the re-designations are approved, the immediate benefit to BHC is filling the vacancies that will effectively generate income.

Furthermore, BHC would be able to provide new housing opportunities to lower income Burbank residents who have been waiting for an extensive length of time, in some instances the wait has been as long as four years.

In addition, as part of the City's housing production requirements, funds spent from the Low Moderate Income Housing Fund must be at least in proportion to the community's need for housing for households of such income levels. As identified in the 2009-2014 Implementation Plan (Plan), based on the housing fund allocation for the Plan period, an increase of very-low income units must be produced to meet this income target goal by 2014.

While income targeting has improved within the last few years, the income targeting goals for the 2009-2014 Plan period fall short of the extremely-low and very-low requirement, which is currently at 35 percent for the Plan period in comparison to the required 43 percent. The proposed re-designations within BHC's portfolio will increase the extremely-low and very-low percentage to 48 percent; surpassing the Agency's goal of 43 percent. It should be noted that the existing and proposed income target goals will 6 Exhibit B 5 ATTACHMENT 12 - 280
1930
change as additional affordable housing is developed. Therefore, staff will continue to monitor proportionality requirements hand-in-hand with affordable housing production.

The table below provides a comparison of the Agency's proportionality goals for the Plan period; estimated production as identified within the Implementation Plan; and estimated production as a result of the proposed affordability modifications. 2009-2014 Plan Period
Proportionality Income Target Goals
Required Estimated Proposed
Extremely-Low
&
Very-Low >43% 35% 48%
Low >27% 38% 35%
Moderate <30% 27% 17%
As discussed above, with the proposed changes to re-designate the moderate units to lower designations, BHC will be able to fill the units immediately with households awaiting an affordable housing opportunity and the Agency will surpass the extremelylow and very-low proportionality income targeting goal.

Based on a preliminary budget provided by BHC, staff concluded that there are no significant financial implications to the Agency or BHC. However, a potential long-term financial implication may be a reduction of residual receipt payments. The revised designations will coincide with an appropriate and reduced rental rate which will effectively reduce BHC's annual rental income, therefore, reducing the amount of residual receipt payments to the Agency. The reduction of rents will not affect the integrity and operations of the properties as BHC will have sufficient cash flow funding to maintain all of the properties within their portfolio. While there could be an argument that the proposed adjustments would lower BHC's rental income revenue, a counter argument would suggest that this proposal would enhance BHC's cash flow as units currently sit vacant, generating no income revenue. More importantly, these proposed adjustments will provide housing for households having an immediate need for affordable housing.

FISCAL IMPACT
There is no fiscal impact to the General Fund.

There is no immediate fiscal impact to the Agency. The long-term financial implications may be a reduction of residual receipt payments from BHC.

CONCLUSION
To meet the demands of the community and fill the current moderate-income unit vacancies, BHC submitted a proposal requesting the City and Agency consider amending certain agreements by reducing the number of moderate-income units and increasing the number of extremely-low, very-low, and low-income units. The proposal 7 Exhibit B 5 ATTACHMENT 12 - 281
1931
identifies two properties that have the highest vacancies: the Elmwood Focus Neighborhood and Peyton-Grismer Focus Neighborhood. Both are the two largest properties that BHC oversees and have the highest number of moderate-income unit designations. If this proposal is approved, it would allow BHC to immediately fill their vacancies with households that have been languishing on the wait list and stop the loss of rental income. In addition, the long-term benefit would address the community need by increasing the number of affordable units that best fit the housing demand.

In addition to the proposed re-designations of moderate units, in order to limit the potential of vacancies, staff is recommending amending affordability and rent restrictions to allow BHC to rent "up to" the target designation. This language has been implemented with recent acquisitions, as well as the acquisition of 225 Linden Avenue approved in August 2010. Staff recommends that all previous agreements be amended to maintain consistency in all BHC properties. If approved, BHC would be able to rent units to households below any given income category; reduce vacancy rates; and optimize the City's affordable housing production. This consistent affordability and rent restriction would also be used for future property acquisitions.

RECOMMENDATION
Staff recommends that the City of Burbank and Burbank Redevelopment Agency Board adopt the attached resolutions approving agreements with the Burbank Housing Corporation that will modify the affordable housing income and affordability restrictions. 8 Exhibit B 5 ATTACHMENT 12 - 282
1932
AMENDMENT NO. 2 TO AFFORDABLE HOUSING

F. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and provide four ( 4) affordable rental units located at 3000-3006 Thornton Avenue ("Project No.2").
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page I /Zog
Exhibit B 5 ATTACHMENT 12 - 283
1933
G. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and provide 65 affordable units located at 199 West Elmwood Avenue 153, 158-159,164-165, 170-171, 188,194 Elmwood. This Elmwood project is collectively referred to as "Project No.3".

P. As part of the Keeler Homeownership Development June 16, 2009, 1902 Keeler Avenue ("Project No. 1 0") has been removed from the Master Loan process and treated individuaHy.

Therefore, Project No. 10 is hereby intentionally deleted. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 2 Exhibit B 5 ATTACHMENT 12 - 284
1934
Q. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC to provide five (5) affordable rental units located at 313 and 427 West Valencia Avenue. The aforementioned property is hereafter referred to as "Property No. 11".

T. On January 23, 2007, Agency and BHC entered into an Affordable Housing Agreement whereby BHC agreed to provide six (6) rental units at 2219 and 2329 North Niagara Street. (Property No. 14) ..

NOWj THEREFORE, the parties hereto agree as follows:

1. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page3 Exhibit B 5 ATTACHMENT 12 - 285
1935
Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordabllity New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability Initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Ver1-Low 20
Low 25
Moderate 12

2. A new provisions shall be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to all Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set fo1ih in its respective AHA. The Executive Director, or its designee) may, in his or her sole discretion, approve such requests upon making a finding that, for a period of not less than ninety (90) days, Developer has made all reasonable efforts to market the Affordable Unit to prospective tenants at the designated income level, that there are no apparent qualified applicants at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income designations. The new tenants for the temporarily redesignated Affor-dable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FlNAL CLEAN COPY Page4 Exhibit B 5 ATTACHMENT 12 - 286
1936
a. Extremely-Low Households (''Extremely-LowHouseholds") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for·· extremely-low income households, adjusted for household size. Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
b. Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low 1ncomt~ Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50105 for extremely-low income households, adjusted for household size; and includes extremely-low income households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the un_it. c. Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as· adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME incom~ rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annual]y by HUD, adjusted for number of bedrooms in the unit.
d. Moderate.-Income Househol~s ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD, k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 5 Exhibit B 5 ATTACHMENT 12 - 287
1937
In order to maintain the household income mix set forth in each respective AHA, Developer shall lease the next available Affordable Unit at the income level subject to the any waiver granted pursuant to this section. Developer shall re-apply for approval to vary from such designation, in the event Developer is unable to again lease an Affordable Unit at the designated income level.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
/J~ - C .!/. .-Lil_ By: J_j_ - ~ @ ~~
Peter J.~e ..,rath, President
CITY:

CITY OF BURBANK, a California municipal
corporation
By:

M' _ r
J , .l>e-rf-/' c; ry M~/Utk:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 6 Exhibit B 5 ATTACHMENT 12 - 288
1938
ATTEST:

Jt(
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Maly F. Riley, jr. Asst. City Attorney
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By:

M , irector
ATTEST: J in Hess, on behalf of
fn ~t:-
APPROVED AS TO FORM:

Dennis A. Barlow, City Attorney/ Agency Counsel
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FINAL CLEAN COPY Page 7 Exhibit B 5 ATTACHMENT 12 - 289
1939
Attachment
Regulatory Agreement Amendment
k:\projects\bhc AHA amd No. 2 20 I 0\AHA Amendment No 2 FrNAL CLEAN COPY Page 8 Exhibit B 5 ATTACHMENT 12 - 290
1940

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Redevelopment Director )
This document is exempt from the payment of a recording fee pursuant to Government Code Secfon 27383.

REGULATORY AGREEMENT AMENDMENT
THIS REGULATORY AGREEMENT AMENDMENT (the "Agreement") is entered into as of this __ day of ______ , 2010 by and among the CITY OF BURBANK, a California municipal corporation (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agencf'), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Developer"),,

RECITALS
A. The City has received funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. §12701, et seq., for the purpose of the production and operation of housing affordable to lower and very low income families.

B. The Agency is required by California Health and Safety Code Section 33334.2, et seq., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving and preserving the City of Burbank's supply of low- and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

C. The Developer has negotiated and acquired, and operated seventeen (17) properties of which the Agency and/or City have financed (collectively the,·r.'Affordable Housing Projects:'). The Developer recorded a Regulatory Agreement on each respective Affordable Housing Project to reflect the affordability restrictions. Each Regulatory Agreement further reflected the individual restrictions imposed on each Affordable Housing Project through the respective Affordable Housing Agreement ("AHA"). The recordation numbers of each Regulatory Agreement of the seventeen (17) properties is set forth in detail on Exhibit A and incorporated herein by this reference.

D. The City, the Agency and the Developer have entered into an Affordable Housing Agreement Amendment No. 2 dated as of __________ , pursuant to which the City and Agency have agreed to provide flexibility to Developer in the implementation of the affordability restrictions . The parties further modified the specific affordability designations in Properties No. 3 and 6. This Amendment to the Regulatory Agreement shall apply to all seventeen (17) properties. k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FINAL CLEAN COPY Page 1 Exhibit B 5 ATTACHMENT 12 - 291
1941
NOW, THEREFORE, the parties hereto agree as follows:

1. A new provisions shal1 be added to each of the AHA and respective Regulatory Agreements:

Leasing Affordable Units Below Income Level Designations as to alJ Properties. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Agency's Executive Director, or its designee, to lease a particular Affordable Unit at a level that is below the agreed unit designation set forth in its respective AHA. The Executive Director, or its designee, may, in his or her sole discretion, approve such teguests upon making a finding that, for a period of not less than ninety (90) days, Developer has made aH reasonable efforts to market the Affordable Unit Jo prospective tenants at the designated inc.ome level, that there are no apparent qualified applicants 'at the designated income level, and that there are no significant financial impacts to the project. The Executive Director, or its designee, may authorize one or more lower income design~tions. The new tenants for the temporarily redesignated Affordable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
a. Extremely-Low Households ("Extremely-Low Households") that do not exceed the following: i) the qualifying limits for Extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 06 for extremely-low income households,-adjusted for household size, Monthly rent chargeable by the tenant must be the lesser of (a) the extremely low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) ptevailing fair market rent for existing housing for comparable units in the area established by HUD; or (c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit.
b. Very-Low Income Households ('"Very-Low Income Households") that do not exceed the following: i) qualifying limits for extremely-Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50 I 05 for extremely-low income households, adjusted for household size; and includes extremely-low income household~ as defined above. Monthly rent chargeable by the tenant must be the lesser of (a) the very low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; or ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit. c, Low-Income Households ("Low-Income Households") that do not exceed the following: i) the qualifying limits for Low Income Households as established and amended from time to time by the United States Department of Housing and Urban Development (HUD) or ii) the limits defined under California Health and Safety Code Section 50053 for Low-Income Households, as adjusted for households size; and includes Very-Low Income Households as defined above. For Lower Income Households: Monthly rent chargeable by the tenant must be the lesser of (a) the lower income rents set forth in Health & Safety Code Section 50053 based on the methodology e5;tablished k:\projects\bhc AHA amd No. 2 201 0\AHA Amendment No 2 FD\IAL CLEAN COPY Page 2 Exhibit B 5 ATTACHMENT 12 - 292
1942
by HCD> adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD; ( c) HOME program Low HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit; or (d) HOME program High HOME income rents as established and amended annually by HUD, adjusted for number of bedrooms in the unit
d. Moderate-Income Households ("Moderate-Income Households") that do not exceed the following: i) the qualifying limits defined under California Health and Safety Code Section 50093 for Moderate-Income Households, as adjusted for household size; and includes ExtremelyLow, Very-Low, and Low-Income Households as defined above. Monthly n;mt chargeable by the tenant must be the lesser of (a) the moderate income rents set forth in Health & Safety Code Section 50053 based on the methodology established by HCD, adjusted for number of bedrooms in the unit, including a reasonable monthly utility allowance; or (b) prevailing fair market rent for existing housing for comparable units in the area established by HUD.

2. Amendment to Properties No. 3 and No. 6. Each Affordable Housing Agreement and Regulatory Agreement designates the number of affordable units and the targeted restricted household income level. The Affordable Housing Agreement and Regulatory Agreement applicable for Property No. 3 and Property No. 6 is amended as set forth in this section. Property No. 3 initially required the following designation of affordable housing units:

Property No. 3 Affordability Initial
Extremely-Low 0
Elmwood Very-Low 19
Low 23
Moderate 23
This Amendment changes that designation to:

Property No. 3 Affordability New
Extremely-Low 7
Elmwood Very-Low 25
Low 23
Moderate 10
Property No. 6 initially required the following designation of affordable housing units:

Property No. 6 Affordability initial
Extremely-Low 0
Peyton-Grismer Very-Low 14
Low 19
Moderate 37
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 3 Exhibit B 5 ATTACHMENT 12 - 293
1943
This Amendment changes that designation to:

Property No. 6 Affordability New
Extremely-Low 13
Peyton-Grismer Very-Low 20
Low 25
Moderate 12

3. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer, the Agency and the City.

IN \VITNESS WHEREOF, the parties hereto have executed this Amendment to the Regulatory Agreement as of the date and year set forth above.

ATTEST:

Margarita Campos, CMC, City Clerk
DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Peter J. McGrath, President
CITY:

CITY OF' BURBANK~ a California municipal
corporation
By:

Greg Herrmann, Interim Assistant
Community Development Director
k:\projects\bhc AHA amd No. 2 2010\AHA Amendment No 2 FINAL CLEAN COPY Page 4 Exhibit B 5 ATTACHMENT 12 - 294
1944
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/ Agency Counsel
By: Mary F .. Riley
Senior Assistant City Attorney
ATTEST:

Margarita Campos, CMC, Agency Secretary
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By: ----------------- Greg Herrmann, Interim Asst. Executive Director Dennis A. Barlow, City Attorney/ Agency Counsel
By: Mary F. Riley
Senior Assistant City Attorney
k:\projects\bhc AHA amd No. 2201 0\AHA Amendment No 2 FfNAL CLEAN COPY Page 5 Exhibit B 5 ATTACHMENT 12 - 295
1945

EXHIBIT A

LOS ANGELES COUNTY RECORDER'S

RECORDATION NUMBERS
[to be inserted]
k:\projects\bhc AHA amd no. 2, 2010\AHA Amendment No 2 FINAL CLEAN COPY 09--08-10 Page 6
Exhibit B 5 ATTACHMENT 12 - 296
1946
This page is part of your document- DO NOT DISCARD
03=1634472
.............. RECORDED/i= ::....;------------ 1LED IN OFFICIAL RECORDS RECORDER1S OFFICE
LOS ANGELES COUNTY -~h. CALIFORNIA
9:01 AM JUN 09 2003
TITLE(S) :
111111111 I I

L E A D S H E E T
FEE --=- D.T.T
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CODE
20 CODE
19 CODE
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Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink. Number of Parcels Shown fl - clo4 I
THIS FORM NOT TO BE DUPLICATED J_ (,i I ~ ~y ....
10\1 (olExhibit B 5 ATTACHMENT 12 - 297
1947
RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

Redevelopment Agency of the City of Burbank
2i~YEasrOlive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
This document is exempt from the payment of a
recording fee pursuant to Government Code
Section 27383.

AMENDED AND RESTATED

REGULATORY AGREEMENT
THIS AMENDED A.~D RESTATED REGULATORY AGREEMENT (the
"Agreement") is entered into as of October 4, 2002, by and among the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), the CITY OF BURBANK, a charter city and municipal corporation (the "City"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the ''Nonprofit'').

RECITALS
A. Pursuant to the terms of a Purchase and Sale Agreement between the Agency and the Nonprofit, dated as ofNovember 30, 1999 (the "Purchase Agreement" recorded on December 28, 1999, recording no. 99-2382117), the Nonprofit has acquired from the Agency nine multifamily apartment complexes (the "First Project Buildings") in the City of Burbank, located at 153 West Elmwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 170 West Elmwood, 171 West Elmwood, 188 West Elmwood, and 194 West Elmwood ( collectively, the "First Project Property").

B. Pursuant to the terms of an Affordable Housing Agreement by and among the Agency, the City and Nonprofit~ dated as of July 10, 2001 (the "AHA")~ the City and Agency agreed to provide financial assistance to the Nonprofit to acquire one six-unit apartment complex (the "Second Project Building") in the City of Burbank, located at 199 West Elmwood Avenue (the "Second Project Property"). The AHA also amended the terms of the Promissory Note executed pursuant to the Purchase Agreement to integrate the debt and revenue generate by the First Project Property under the Purchase Agreement and the Second Project Property under the AHA. The First Project Buildings and the Second Project Building are referred to herein collectively as the "Buildings." The First Project Property and Second Project Property are referred to herein collectively as the "Property."
C. The Property is further described in the Legal Description which is attached hereto as Exhibit A, which is incorporated herein. A portion of the cost of acquisition k:\agmt\housing\amended ehnwood regulatory agmt
08-21-02

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Burbank City CouncilMay 19, 2026

Burbank City Council
May 19, 2026