Agenda packet — Burbank City Council, May 19, 2026 (part 5 of 13)

Exhibit B 5 ATTACHMENT 9 - 210
657
a. For Very Low Income Households: the lesser of (a) One-Twelfth (1112th) of Thirty Percent (30%) of Fifty Percent (50%) of Los Angeles County annual median income for a hous_ehold size appropriate for the unit, or (b) the fair marketrent for existing housing for comparable units in the area as established by the United States Department of Housing and Urban Development under 24 CPR 888.111.
b. For Lower Income Households: One-Twelfth (1/lih) of Thirty Percent (30%)-of Sixty Percent (60%) of Los Angeles County annual median income for a household size appropriate for the unit. ·
c. For Low and Moderate Income Households: One-Twelfth (1/lih) of Thirty Percent (30%) of One Hundred Ten Percent (110%) of Los Angeles County annual median income for a household size appropriate for the unit.

For purpose of determining "Affordable Rent" only, "household size appropriate to the unit" shall mean one person for a studio apartment unit, two persons for a one bedroom apartment unit, three persons for a two bedroom apartment unit, four persons for a three bedroom apaiiment unit, and five persons for a four bedroom apartment unit. The rents of the apartment • units in the Buildings may be increased simultaneously, once per year, regardless of when particular tenants commenced occupancy of their units. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for ( a) use and occupancy of the Property and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by the Nonprofit which are required of all tenants, other than security deposits, ( c) a· reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and ( d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Nonprofit. The Agency and City, may in their discretion, base the utilities allowance on a utilities allowance ·adopted by the Los Angeles County Housing Authority, or established in connection with the Section 8 program administered by the United States Depaiiment of Housing and Urban Development. Upon the approval of the Agency, rents may be established at amounts which are lower than the maximum monthly rental ainounts set forth above. • •
402.7 Occupancy Standards. Based on a standard of two persons per bedroom plus one additional person, occupancy of studio apartment units shall be limited to two persons, occupancy of one bedroom apartment units shall be limited to three persons, occupancy of two bedroom apartihent units shall be limited to five persons, occupancy of three bedroom apartment units shall be limited to seven persons, and occupancy of four bedroom apartment units shall be limited to nine persons. For those housing units originally subject to the Purchase Regulatory Agreement, the requirements of this section shall only be applied to tenants occupying the units after the Date of Agreement. All tenants occupying hoi.;ising units in the First Project Buildings prior to the Date of Agreement shall comply with Section 402.6 of the Purchase Regulatory Agreement.
402.8 Affirmative Marketing. The rental of the Affordable Units shall be conducted in accordance with the affirmative marketing requirements which have been adopted k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 9 ends

Exhibit B 5 ATTACHMENT 9 - 211
658
by the City and the requirements of Section 92.351, or successor regulation, of the HOME Regulations and other applicable HOME Program requirements. 402.9 Property Tax Exemption. The Nonprofit shall be entitled to apply for and receive a full or partial exemption from the payment of property taxes and assessments • which would be assessed upon the Property. The Agency and City do not represent or warrant to the Nonprofit that such an exemption will be available to the Nonprofit. 403. Maintenance Covenants. The Nonprofit shall maintain or cause to be maintained the interior and exte1ior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOME Regulations, and the standard of maintenance of similar housing units within Los Angeles County, California. None of the apartment units on the Property shall at any time be utilized on a transient basis nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. If at any time Nonprofit fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the Agency and/or City with respect to graffiti, debris, waste material, and_general maintenance, or thirty days after written notice from the Agency and/or City with respect to landscaping and building improvements, then the Agency and/or City, in addition to whatever remedies they may have at law or at equity~ shall have the right to ent~r upon the applicable portion of the Property and perform all acts and work necessary to protect, maintain, and preserve the Buildings and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the Agency and/or City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Nonprofit to the Agency and/or City upon demand. • 404. Management. Nonprofit shall manage or cause the Buildings to be managed in a prudent and business-like manner, consistent with first-class multifamily rental housing in Los Angeles County, California, and in accordance with the operating budget for the Buildings which has been approved by the Agency and City. Nonprofit may contract with a management company or manager to operate and maintain the Buildings in accordance with the terms of this Agreement (the "Property Manager"); provided, however, that the hiring and termination of the, Proped:y Manager shall be subject to approval byAgency Assistant Executive Director and the City's Community Development Director, or their designee(s). The Agency has assigned to Nonprofit the management agreement which the Agency has entered with Jenkins Properties, and Nonprofit has assumed such management agreement or entered a new management agreement with Jenkins Properties. The fees payable to the Property Manager shall not exceed six percent (6%) of the gross rents of the Buildings. Nonprofit may not itself act as the Property Manager, nor may any ofNonprofit's directors or officers, or any entity with which they are affiliated, act as the Property Manager. Approval of the Prope1iy Manager by Agency and City· shall not be unreasonably withheld. If, at any time, the Property Manager is not performing to the reasonable satisfaction of the Agency and City, the Agency and City may direct the Nonprofit to use its best efforts to correct any defects in management at the earliest feasible time and, if necessary, to replace the Property Manager prior to the elapsing of such time period. If the management defects identified by Agency and/or City have not been corrected within thirty k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 10 ends

Exhibit B 5 ATTACHMENT 9 - 212
659
(30) days after notice to Nonprofit, the Agency and/or City may in their sole discretion direct the Nonprofit to immediately terminate the Property Manager. 405. Reserve Accounts. The Nonprofit shall also, or cause the Property Manager to, annually set aside not less than Two Hundred Fifty Dollars ($250) per unit, per year, into a separate interest-bearing trust account (the "Capital Replacement Reserve"). Notwithstanding the foregoing, however, no payments shall be made into the Capital Replacement Reserve which cause the balance thereof to exceed Sixty-~ive Thousand Dollars ($65,000), except that interest accruing on the Capital Reserve Account shall remain in such account until withdrawn for the purposes hereof. Funds in the Capital Replacement Reserve shall be used for capital replacements to the Prope1iy fixtures and equipment which are normally capitalized under generally accepted accounting principles. The non-availability of funds in the Capital Replacement Reserve does not in any manner relieve the Nonprofit of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Project in the manner prescribed herein. Not less than once per year, Nonprofit, at its expense, shall submit to the Agency and City an accounting for the Capital Replacement Reserve. Capital repairs to and replacement of the Property shall include only those items with a long useful life, including without limitation the following: carpet and drape replacement; appliance replacement; exterior painting, including exterior trim; hot water heater replacement; plumbing fixtures replacement, including tubs and showers, toilets, lavatories, sinks, faucets; air conditioning and heating replacement; asphalt repair and replacement, and seal coating; roofing repair and replacement; landscape tree replacement and irrigation pipe and controls replacement; gas line pipe replacement; lighting fixture replacement; elevator replacement and upgrade work; miscellaneous motors and blowers; common area furniture replacement, and common area repainting.
406. Achievement Center. Nonprofit shall operate within the Buildings an educational center (the "Achievement Center") which provides an after-school educational services program to children in grades kindergarten through 12 who reside in the Buildings. The Achievement Center shall provide (i) learning enrichment services, including homework assistance, self-study and reading, (ii) mentoring opportunities, including fo1mal mentor relationships and after-school learning sessions, and (iii) community service opportunities, including volunteer opportunities and neighborhood involvement.

The following services shall b'e provided bythe Achieverij.erit Center on a daily basis:
(a) Enrollment of students, including recruitment, 01ientation, assessment, development of strategy, monitoling and reevaluation.
(b) Monitoring of individual student progress, including review of program perfo1mance, grade reports, parent and community feedback. ( c) Observation of student behavior in multiple settings, supplying intervention when necessary.
( d) Maintaining a comfortable, safe and positive environment for all students. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 11 ends

Exhibit B 5 ATTACHMENT 9 - 213
660
The Achievement Center shall provide opportunities for mentoring relationships to be developed and strengthened, including (i) recruiting, evaluating and selecting mentors, (ii) promoting cooperative relationships with other individuals, such as teachers, older students and community members, and (iii) providing opportunities for participation in special events.

The Achievement Center shall be administered by a full-time Achievement Center Director. The hiring and te1mination of the Achievement Center Director shall be subject to approval by the Agency Assistant Executive Director, or his or her designee. , Participation in the Achievement Center shall be limited to residents of the Buildings and residents of apartment complexes in the 100 block of West Elmwood Avenue with which the Agency has entered into affordable housing agreements.
407. Monitoring and Recordkeeping. Throughout the Affordability Period, Nonprofit shall comply with all applicable recordkeeping and monitoring requirements set forth in Section 92.508 ( or successor regulation) of the HOME Regulations and shall annually complete and submit to City a Certification of Continuing Program Compliance in the fonn provided by the Agency. Representatives of the Agency and City shall be entitled to enter the Property, upon at least twenty-four (24) hours. notice, to monitor compliance with this Agreement, to inspect the record~ of the Prope1iy with respect to the Affordable Units, and to conduct an independent audit or inspection of such records. The Nonprofit agrees to cooperate with the Agency and City in making the Property available· for such inspection or audit. If for any reason the Agency and/or City are unable to obtain the Nonprofit's consent to such an inspection or audit, the Nonprofit understands and agrees that the Agency and/or City may obtain at Nonprofit' s expense an administrative inspection warrant or other approp1iate legal order to obtain access to and search the Property. Nonprofit agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement. 408. Nondiscrimination Covenants. The Nonprofit covenants by and for itself and any successors in interest 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 sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Nonprofit itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land.

The Nonprofit shall refrain from restricting the rental, sale or lease of the Prope1iy on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, 'sublease, transfer, use, occupancy, tenure or enjoyment of the lanci herein k:\agmt\housing\amended elmwood regu'Iatory agmt
08-21-02

Page 12 ends

Exhibit B 5 ATTACHMENT 9 - 214
661
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or pennit any such practice_or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sub lessees, subtenants, or vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account ofrace, color, creed, religion, sex, marital status,· national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the premises." 500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by either party to perform any action or covenant required by this Agreement 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·party specifying the Default complained of.

Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other paiiy, and the other party shall not be in Default if such party cures S1l.Gh failure within thirty (3 0) days from receipt of such notice, or if the nature. of such Default is such that more than thirty (30) days is reasonable required to cure such deficiency, if such party immediately, with due diligence, commences to cure, c01Tect or remedy such failure or delay and shall complete such cure, con-ection or remedy with diligence. 502. Institution of.Legal Actions. In addition to any other rights or remedies and subject to the restrictions othe1wise set f01ih in this Agreement, either party may institute an action at law or equity to seek specific performance of the tenns of this Agreement, or to cure, con-ect or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such actions shall be instituted in the Superior Court of State of California, Los Angeles County. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 13 ends

Exhibit B 5 ATTACHMENT 9 - 215
662
503. Acceptance of Service of Process. In the event that any legal action is commenced by the Nonprofit against the Agency and/or the City, service of process on the Agency shall be made by personal service upon the Agency's Secretary or in such other manner as may be provided by law and service of process on the City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency or City against the Nonprofit, service of process on the Nonprofit shall be made by personal service in such manner as may be provided by law. 504. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and ren1edies of the parties are cumulative, and the exercise by either 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 the other party.
505. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, asse1i or enforce any such rights or remedies ..
506. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
507. Non-Liability of Offici~ls and Employees of the Agency and City. No member, official or employee of the Agency or the City shall be personally liable to the Nonprofit, or any successor in interest, in the event of any Default or breach by the Agency (or the City) or for any amount which may become due to the Nonprofit or its successors, or on any obligations under the tenns of this Agreement.
508. Attorneys' Fees. In any action between the parties to interpret, enforce, refonn, 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 dam~ges, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by first class mail, postage prepaid, or reputable overnight delivery service, addressed to the party to whom the Notice is directed as set forth below, or at any other address as that party may later designate by Notice.
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 14 ends

Exhibit B 5 ATTACHMENT 9 - 216
663
To Agency:

To City:

To Nonprofit:

Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
City of Burbank
- 275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Community Development Director
Burbank Housing Corporation
241 West Verdugo A venue
Burbank, California 91510
Attention: Judith S. Arandes, Executive Director
Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.- •
602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to events which are outside of the reasonable control of the party claiming an extension, which may include, without limitation: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental _ restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of any other public or governmental agency or entity ( other than the acts or failures to act of the Agency and/or City which shall not excuse performance by the Agency and/or City respectively); or any other causes beyond the control or without the fault • of the party claiming an extension of time to perform. Notwithstanding anything to the contrary - in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thiliy (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Nonprofit. 603. Transfers of Interest in Property or Agreement.
603.1 Prohibition. The qualifications and identity of the Nonprofit are of particular concern to the Agency and City. It is because of those qualifications and identity that the Agency and City have entered into this Agreement with the Nonprofit. Accordingly, for the - k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 15 ends

Exhibit B 5 ATTACHMENT 9 - 217
664
period commencing upon the date of this Agreement and throughout the Affordability Period, no voluntary or involuntary successor in interest of the Nonprofit shall acquire any rights or powers under this Agreement, (b) nor shall the Nonprofit make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property ( collectively referred to herein as a "Transfer"), without the prior written approval of the Agency and City, except as expressly set forth herein. 603.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency and City approval of a Transfer shall not be required in connection with any of the following:
(a) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency.
(b) Any lease of an apartment unit in the Property to individual tenants in the ordinary course of business.
603.3 Agency Consideration of Requested Transfer. The Agency and City agree that they will not unreasonably withhold approval of a request for approval of a Transfer made pursuant to this Section 603, provided the Nonprofit delivers written notice to the Agency and City requesting such approval. Such notice shall be accompanied by evidence regarding the proposed transferee's qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 603 and as reasonably determined by the Agency and City. The Agency may, in considering any such request, take into consideration such factors as (i) the quality of any new and/or replacement owner, (ii) the transferee's past performance as owner and operator of affordable multifamily apartment complexes, (iii) the CutTent financial condition of the transferee, and similar factors. The Agency and City agree not to unreasonably withhold its approval of any such requested Transfer, taking into consideration the foregoing factors.

An assignment and assumption agreement in form satisfactory to the Agency's legal counsel and the City Attorney shall also be required for all proposed Transfers. Within thirty (30) days after the receipt of the Nonprofit's written notice requesting Agency approval of a Transfer pmsuant to this Section 603, the Agency and City shall either approve or disapprove such proposed assignment or shall respond in writing by stating yVhat further information, if any, the Agency reasonably requires in order to detennine the request complete and detennine whether or not to grant the requested approval. Upon receipt of such a response, the Nonprofit shall promptly furnish to the Agency and City such further infonnation as may be reasonably requested.
603.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Nonprofit and its pe1mitted successors and assigns.

Whenever the term "Nonprofit" is used in this Agreement, such tenn shall include any other pe1111itted successors and assigns as herein provided.
603.5 Assignment by Agency or City. The Agency or City may assign or transfer any of their rights or obligations under this Agreement with the approval of the k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 16 ends

Exhibit B 5 ATTACHMENT 9 - 218
665
Nonprofit, which approval shall not be unreasonably withh,eld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City and vice versa, at ruiy time without the consent of the Nonprofit.
604. Agency and City Approvals and Actions. The Agency and City shall maintain authority of this Agreement and the authority to implement this Agreement through the Agency's Assistant Executive Director ( or hi-s or her duly authorized representative) and the Community Development Director, respectjvely .. The Agency's Assistant Exec-qtive Director and the City's Community Development Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, extend time periods, and/or enter into amendments of this Agreement on behalf of the Agency and City, respectively, so long as such actions do not materially or substantially change the uses permitted on the Property, or add to the costs incurred or to be incurred by the Agency and City, respectively, as specified herein. All other material and/or substantive interpretations, waivers·, or amendments shall require the considera~ion, action and written consent of the Agency Board and City Council, respectively. 605. 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.
606. 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.
607. 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 Agteement, 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 pennitted by law.
608. Time of Essence. Time is expressly made of the essence wi~h respect to the perfonnance by the Agency and the Nonprofit of each and every obligation and condition of this Agreement.
609. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases o~ additional agreements.
610. Amendment and Supersession of Prior Agreements. This Agreement amends and supersedes the Purchase Regulatory Agreement, dated November 30, 1999, by and between Agency and Nonprofit, and the AHA Regulatory Agreement, dated July 17, 2001, among the Agency, City, and Nonprofit, which, except _as set forth in Section 402. 7 of this Agreement, shall be of no further force or effect as of the Date of Agreement. k:\agmt\housing\amended elmwood regulatory agmt Page 17 • 08-21-02
Exhibit B 5 ATTACHMENT 9 - 219
666
IN WITNESS WHEREOF, the Agency and the Nonprofit have executed this Amended and Restated Regulatory Agreement as of the date first set forth above ("Date of Agreement").

ATTEST:

Margarita Campos, Agency Secretary
ATTEST:

Margarita Campos, City Clerk
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and
politic
By: _____________ _
Robert R. Ovrom, Executive Director
CITY:

CITY OF BURBANK, a California municipal
corporation
By: ---------------- Robe rt R. Ovrom, City Manager
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: ---------~~__,,..,..,-,--,-,....,...,....,.-,----,-,..,..,...,.,.

By: _____________ _
Dennis A. Barlow, City Attorney/Agency Counsel
By: Michael J. Garcia, Assistant City Attorney_
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Page 18 ends

Exhibit B 5 ATTACHMENT 9 - 220
667
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
That real property located in the State of California, County of Los Angeles, City of Burbank and described as follows:
[SEE ATTACHED]
Exhibit "A"
Exhibit B 5 ATTACHMENT 9 - 221
668
LEG1UJ DESCRIFTION
J?Jl...RCEL l :·
.LOTS· 6, 12 AND 13 OF TR.A.CT NO. 14564, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF C~..L!FORNrAr AS PER MAP RECORDED IN.BOOK 420 1 PAGE (S) 33 AND 34 OF ~J?S I IN· THE OFFICE OF' THE COUNTY RECORDER OF S~~ID COUNTY .
.PA.RCEL 2:

LOT 7 OF TRACT NO. 14564 1 IN THE CITY OF BURBANK, IN TEE COUNTY OF LOS ANGEL~S, STATE OF C~..LIFORNIA, AB .PER MAP RECORDED IN BOOK 420, PAGB(S) 33 .AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF S1t!D COUNTY . .P~....RCEL 3 ~
LOTS 8, 9, 10 AND ll OF TRACT NO. 14564, IN THE CITY OF BURBANK, IN THE -COUNTY·OF LOS 'ANGELES, STATE OF 0.LIFORNIA, AS PER MF.P RECORDED IN BOOK 420, PAGE(S) 33 AND ~4 OF MA.i?S, IN TEE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4:

LOTS l.o J.\NU 17 OF TRACT NO. 14564, IN THE CITY. OF BURBANK, -IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ~S PER MAP.RECORDED IN BOOK 420, PAGE{S) 33 AND 34 OF MA.PS, IN .THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. :P~~EL 5:

THAT PORTIGN OF ELMWOOD AVENUE, 60.00 FEET WIDE AND VAAI~..BLE ~IDTH, AS SHOWN ON MAJ? OF TRACT NO. · 145 64, IN THE CITY OF BUR.EAlJK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER ~AP aECORDED IN BOOK ~20, PAGE(S) 33 AND 34 OF MAPS·,· IN THE. OFF:CCE OF THE COtJNTY RECORDER OF SAID COUNTY, LYING NORTHEAS~ERLY OF THE FOLLOWING DESCRIBED LINE: • ' . COMMENCING AT THE SOUTHEAST COP..NER OF LOT 6 OF SAID TAACT; THENCE NORTH 41° '15' 55u EAST ALONG THE NORTHWESTERLY RIGHT-OF-WAY OF SAID ELMWOOD ~VENUE

19.06 FEET TO THE BEGINNING 0F A TANGENT CURVE, .CONCAVE NORTBWESTERLY,.

HAVING A RADIUS OF 35. 00 _FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH. A CENTRAL A.NGLE OF 29° 55' 35'' AN A.RC LENGTH OF 18 .28 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTREASTERLY H.~vING A RADIUS OF 4 o . O o :fEET i 'THENCE NORTHEASTERLY ]l..LONG. SAID REVERSE Ctr.RVE THROUGH A CENTRP .. L ANGLE OF 71 ° 2 0' 10 11 AN: ARC iiENGTH OF 49. 8 0 FEET TO A POINT IN. SA-ID • NORTHWESTERLY RIGHT OF WAY OF ELMWOOD AVENUE, S,~ .. ID POINT BEING THE TRUE POINT OF BEGil,JNING 1 JJ.., RADIAL LINE TO SAID POINT BEll-...RS 07° 19 1 3ln EAST;

THENCE CONTINUING SOUTEEASTERLY ALONG SAID RESERVE CURVE CONCAVE A CENTRAL ANGLE OF Sn° 10' 51" AN ARC .LENGTH OF ·67-.85 FEET TO A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUEr A RA.DIAL LINE TO SAID POINT BEARS. SOUTH 8.9° 51' 20 11 WEST. SA.ID VACATION WAS .ADOPTED BY THE CITY COUNCIL OF THE CITY OF BURBANK UNDER RESOLUTION NO. 24~635 1 A CERTIFIED COPY OF WHlCH WAS RECORDED. FEBRUARY 19, 1997 AS INSTRUMENT NO~ 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

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.

Exhibit B 5 ATTACHMENT 9 - 222
669

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
)
) ss.
)
On ____________ , before me, --~~~-~~-~~~~-' Notary Public, (Pnnt Name of Notary Pubhc) personally appeared
D personally known to me
-or-
□ 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 vah.table 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)
□ Guardian/Conservator
□ Other:

Signer is representing:

Name Of Person( s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer( s) Other Than Named Above
Exhibit B 5 ATTACHMENT 9 - 223
670

STATE OF CALIFORNIA

COUNTY OF ORANGE
)
) ss.
)
On , before me, ------------ -----,,=----,---,=-=--____,.=--=--~=-----..,,.....-..,---' Notary Public, (Prmt Name of Notary Public) personally appeared
D personally known to me
-or-
□ 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
□ Co:rporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact
□ Trustee( s)
□ Guardian/Conservator
□ Other:

Signer is representing: C
Nfilile Of Person(s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
Exhibit B 5 ATTACHMENT 9 - 224
671
DATE:
141 n. glenoaks boulevard • p.o. box 6459 • burbank • california • 91510-6459 • (818) 238-5180 October 1 , 2002
TO: Robert R. Ovrom, City Manager/Executive Director
FROM Susan Georgine, Community Development Director/ ~ Asst. Executive Director v rj Susan Evans, Asst. COD for Housing, Redevelopment __
and Economic Development (\~
By: Duane Solomon, Housing Development Manager~/_)
SUBJECT: Occupancy Standards
At the August 27, 2002 joint meeting of the Council and Agency, staff was instructed to return with information regarding an alternative occupancy standard predicated upon the square footage of a unit. In recent years, the Agency has established an occupancy standard in all projects it assists that limits the number of household members to two persons per bedroom plus one additional member, which meets the federal Housing Quality Standards or HQS definition under 24 CFR.982.401 (d)(2)(iii). The U. S.

Department of Housing and Urban Development (HUD) requires that a Housing .Authority administering HQS must "provide for the smallest number of bedrooms needed to house a family without overcrowding" and comply with HQS space requirements, which stipulates that "The dwelling unit must have at least one bedroom or living/sleeping room for each two person. "
1 As with many jurisdictions, the Agency (and the City's Housing Authority) has increased the HQS minimum standard to allow an additional household member. In addition to not reducing the HQS standard below HQS occupancy limits, this measure also accommodates households with children of differing genders, while also staving off any fair housing concern about the Agency dictating housing choices. 1 (d) Space and security-- (1) Performance requirement. The dwelling unit must provide adequate space and security for the family.
(2) Acceptability criteria.
(ii) The dwelling unit must have at least one bedroom or living/sleeping room for each two persons. Children of opposite sex, other than very young children, may not be required to occupy the same bedroom or living/sleeping room.

Exhibit B 5 ATTACHMENT 9 - 225
672
Occupancy based on a unit's square footage (as compared to the number of bedrooms as used under the current City/Agency occupancy standard) is codified in the Uniform Housing Code or UHC (Section 503.2), which sets forth the following definition of the number of permitted occupants in a dwelling:

Dwelling units and congregate residences shall have at least one room, which shall not have less than 120 square feet of floor area. Other habitable rooms, except kitchens, shall have an area of not less than 70 square feet. Where more than two persons occupy a room used for sleeping purposes, the required floor area shall be increased at the rate of 50 square feet for each occupant in excess of two.

Under the UHC, 70 square feet of living space exclusive of the kitchen and each bathroom is required for two persons, while a minimum of 50 square feet is needed for each additional occupant. The maximum occupancy is then determined by subtracting 70 square feet from the unit's total square footage, subtracting the square footage of the kitchen and each bedroom and then dividing the remaining square footage (the habitable area) by 50.

Occupancy under the UHC is a variable, sometimes confusing standard that too often legitimizes overcrowding. Following are two examples of UHC standards that help illustrate the methodology used under the UHC to calculate maximum occupancy.

Bedroom equals 120 SF (70 for 3 First bedroom equals 120 SF 3 first two persons and 50 SF for (70 for first two persons and third person) 50 SF for third person)
487 SF minus 120 SF (Bedroom) 4 932 SF minus 120 SF (First 12 minus 50 SF (Bath) minus 100 Bedroom) minus 100 SF (2
SF (Kitchen) equals 217 SF /50 Baths at 50 SF each) minus 100 SF SF (Kitchen) equals 612 SF /50
SF
Total Maximum Occupants 7 Total Maximum Occupants 15
Current Maximum Occupancy 3 Current Maximum Occupancy 5 2 Exhibit B 5 ATTACHMENT 9 - 226
673
Using this calculation, a sampling (Attachment A) of Burbank Housing Corporation (BHC) units would suggest the following occupancy limits:

W. Elmwood Apts. 13 3 14 5 NA NA
(averaged)
237 West Verdu o 10 3 NA NA NA NA
257 West Verdugo NA NA 16 5 NA NA
241 West Verdugo 14 3 NA NA NA NA
220 West Tu ·un a 7 3 NA NA 15 7
There is a plethora of issues that must be addressed if the Agency opts for a standard that links maximum occupancy to a unit's square footage (UHC) rather than to one based upon persons per bedroom (housing quality standards or HQS). • Site Constraints. Many of the projects the Agency assists the BHC to acquire have limited on-site parking, often one space per unit. Increasing the number of occupants creates greater demands for parking that will spill off-site. • Property Maintenance. The quintessential issue is to ensure Agency assisted properties are maintained appropriately. In doing so, the Agency specifically avoided a standard that allows for an excessive number of occupants, one that far exceeds the normal wear and tear on residential units and resultantly escalates maintenance costs.
• Service Costs. Fire Department staff's perception is that increasing the number of occupants adds to the calls for service for safety services; "Responses or call volume is directly linked to population numbers." As density increases, there typically is a corresponding increase in the volume of calls for service. Fire .

Department staff observed that,
There are more incidents of fires and medical emergencies among [residents] in overcrowded multiple dwellings. Occupancy units designed to accommodate a family unit, for instance, of 2-6 people become overtaxed when that usage swells to twice that number.

Kitchens designed to accommodate cooking requirements for 2-6 people will have increased risks do to the added usage. • Occupancy Determination/Monitoring. The contorted calculation used to determine occupancy under the UHC would make the initial determination and subsequent monitoring of units more difficult than the current standard. The 3 Exhibit B 5 ATTACHMENT 9 - 227
674
UHC standard will also create differing occupancy limits subject to unit configuration that can result in a number of anomalies as illustrated below. □ A household may find in that it meets occupancy standard in one unit and not in another unit with the same number of bedrooms due to the differing square footage.
□ A household could occupy a unit with more square footage but with less bedrooms but not qualify for another unit with more bedrooms but with less square footage.
□ Two households of identical size can apply for two units with comparable number of bedrooms, one household meeting the occupancy limit and the other household not meeting the occupancy limit again due to the square footage of the units.
• Public Perception. Overcrowding and substandard housing are interrelated terms often associated with poorly maintained projects. The Agency should balance the need to house larger households with public confidence that Agency assisted projects improve, not erode, housing conditions. This point was emphasized recently when Agency staff frequently had to assure residents surrounding the Peyton-Grismer neighborhood that the proposed acquisition/rehabilitation project at 1801-1819 Grismer Avenue would improve housing conditions and reduce overcrowding.

RECOMMENDATION
Staff recommends the Agency retain the current occupancy standard of two persons per bedroom plus one additional household member.

Occupancy standard.doc
4 Exhibit B 5 ATTACHMENT 9 - 228
675
Exhibit B 6
ATTACHMENT 9 - 229
676
Exhibit B 6
ATTACHMENT 9 - 230
677
Exhibit B 6
ATTACHMENT 9 - 231
678
Exhibit B 6
ATTACHMENT 9 - 232
679
Exhibit B 6
ATTACHMENT 9 - 233
680
Exhibit B 6
ATTACHMENT 9 - 234
681
Exhibit B 6
ATTACHMENT 9 - 235
682
Exhibit B 6
ATTACHMENT 9 - 236
683
Exhibit B 6
ATTACHMENT 9 - 237
684
Exhibit B 6
ATTACHMENT 9 - 238
685
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
275 East Olive Avenue
P.O. Box 6459
Burbank, CA 91510-6459
Attn: Housing Director
No recording or document fee
pursuant to Government Code
Section 27383 and Revenue
and Taxation Code
Section 11922
APNS: 2451-001-021; 2451-001-052; (SPACE ABOVE THIS LINE FOR RECORDER'S USE) 2451-001-053; 2451-001-054; 2451-001-055;
2451-001-056; 2451-001-057; 2451-001-058

MODIFICATION AGREEMENT
(Project No. 3, Elmwood Achievement Center, 153 W. Elmwood Avenue) THIS MODIFICATION AGREEMENT (the "Modification Agreement") is entered into as of _________, 2026 (the "Effective Date") among the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority") as successor to the housing assets and duties of the dissolved Redevelopment Agency of the City of Burbank (the "Agency"), the CITY OF BURBANK, a municipal corporation and charter city (the "City"), and BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation ("BHC"). The Authority, the City, and BHC are each referred to as a "Party", and collectively are referred to as the "Parties".

RECITALS
A. BHC is the owner of certain property located at 153, 158-159, 164-165, 170-171, 188, 194 and 199 W. Elmwood Avenue, Burbank, California and more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"). BHC desires to change the use of the achievement center space currently located on the Property at 153 W. Elmwood Avenue (the "Achievement Center Space") to two (2) moderate income 1 bedroom/1 bath residential units no later than January 1, 2029.

B. The Agency and BHC entered into a Purchase and Sale Agreement dated as of November 30, 1999 (the "PSA"), recorded on December 28, 1999, Document No. 99-2382117 in the Los Angeles County Official Records (the "Official Records") regarding 153, 158-159, 164- 165, 170-171, 188, and 194 W. Elmwood Avenue.

C. BHC, the City and the Agency entered into an Affordable Housing Agreement dated July 17, 2001 (the "2001 AHA"), regarding 199 W. Elmwood Avenue.

ATTACHMENT 10 - 1
686
2 D. BHC, the City and the Agency entered into another Affordable Housing Agreement dated July 11, 2017 (the "2017 AHA"), whereby BHC agreed to rehabilitate a portion of the Property, specifically 153, 159, and 199 W. Elmwood Avenue.

E. In connection with the PSA and 2001 AHA, BHC, the City and the Agency entered into an Amended and Restated Regulatory Agreement dated as of October 4, 2002 (the "A&R Regulatory Agreement"), and recorded on the Property as Document No. 03-1634472 in the Los Angeles County Official Records (the "Official Records"). In connection with the 2017 AHA, BHC, the City and the Agency entered into a Regulatory Agreement dated as of July 11, 2017 (the "2017 Regulatory Agreement"). The A&R Regulatory Agreement was amended by Amendment No. 2 to Affordable Housing Agreements and Related Regulatory Agreements dated as of September 23, 2010 (the "Global Amendment No. 2"), and the related Regulatory Agreement Amendment dated as of September 23, 2010 and recorded on the Property on October 19, 2010 as Document No. 20101493655 in the Official Records (the "Second Regulatory Agreement Amendment"). The A&R Regulatory Agreement, the 2017 Regulatory Agreement and the Second Regulatory Agreement Amendment were amended by that Third Amendment to Regulatory Agreement (Phase 1 – 2025 Master Loan Amendment) dated as of September 22, 2025 and recorded on the Property on December 2, 2025 as Document No. 20250862074 in the Official Records (the "Third Regulatory Agreement Amendment").

F. The City and the Agency/Authority made loans to BHC through the PSA, 2001 AHA and 2017 AHA (the "Elmwood Loans"). The City, the 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, which combined the loans made by the City and Agency for the Property and other 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 "MLA"). The loan made pursuant to the 2017 AHA was incorporated into the MLA, through an Master Loan Agreement Amendment dated as of July 11, 2017 among the City, the Authority and BHC. On January 14, 2025, the Authority, the City and BHC entered into the Amended and Restated Master Loan Agreement (Phase 1) which amended and restated in their entirety the Loan Agreement (as amended), promissory note (as amended), deed of trust (as amended), MLA, and other agreements related to Property and twenty-three other properties (the "2025 MLA").

G. The Parties now desire to modify the PSA, 2001 AHA, the 2017 AHA, the 2025 MLA, the A&R Regulatory Agreement, the 2017 Regulatory Agreement, the Global Amendment No. 2, the Second Regulatory Agreement Amendment, the Third Regulatory Agreement Amendment and any and all documents by or among any of the Parties related to Property in Burbank, California (the "Elmwood Documents") attached as Exhibit B to permit the conversion of the Achievement Center Space to two (2) moderate income 1 bedroom/1 bath residential units.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby declared, understood and agreed as follows:

ATTACHMENT 10 - 2
687
3 1. Defined Terms. All capitalized terms not defined in this Modification Agreement shall have the meanings ascribed to them in the 2025 MLA.

2. Conversion of Use. The Parties agree that BHC can cease the use of the Achievement Center Space as an achievement center in the Fall of 2027 and thereafter renovate the Achievement Center Space as two (2) 1 bedroom/1 bathroom residential units to be occupied by and rented at affordable rent (as defined in Section 402.6 of the A&R Regulatory Agreement, as amended) by Low and Moderate Income Households (as defined in the A&R Regulatory Agreement) no later than January 1, 2029. BHC is not requesting financial assistance from the City or the Authority for this renovation.

3. Amendment of PSA. Effective as of the Effective Date unless otherwise noted below, the PSA is hereby amended as follows:

Definitions.
(a) The definition of "Achievement Center" is deleted from Section 100, (b) Effective as of January 1, 2029, the text in the definition of "Operating Expenses" in Section 100 reading "costs of operating the Achievement Center, which shall not exceed $62,000 during calendar year 2000, with the maximum amount subject to an increase of3.5% in each subsequent year" is replaced with "INTENTIONALLY DELETED". (c) The text in Section 406 is deleted and replaced with "INTENTIONALLY DELETED".

4. Amendment of 2025 MLA. Effective as of the Effective Date unless otherwise noted below, the 2025 MLA is hereby amended as follows:
(a) The last three sentences of Recital E are hereby deleted. (b) The words "and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects" are hereby deleted from Recital I.6.
(c) The second sentence of Recital I.8 reading "An activity center serves the neighborhood" is hereby deleted.
(d) The fourth sentence of Recital I.9 reading "An activity center serves the neighborhood" is hereby deleted.
(e) Effective as of January 1, 2028, the text in (d) of the definition of "Operating Expenses in Section 1.2 reading "specific expenses required in the operation of onsite activity centers" is replaced with "INTENTIONALLY DELETED". (f) The words "activity centers and" are hereby deleted from Section 1.9.

ATTACHMENT 10 - 3
688
4 5. Amendment of the Global Amendment No. 2. Effective as of the Effective Date unless otherwise noted below, Global Amendment No. 2 is hereby amended as follows:
(a) The last three sentences in Recital D of Global Amendment No. 2 are hereby deleted.
(b) The second sentence in Recital N is hereby deleted. (c) The second sentence in Recital O is hereby deleted. (d) Effective as of January 1, 2029, the third and fourth sentence of Section 1 are amended to read as follows:
"Property No. 3 currently requires the following designation of affordable housing units:

Property No. 3 Affordability Current
Elmwood
Extremely-Low 7 (0)
Very-Low 25 (19)
Low 23 Low &
MOD
Moderate 10
This Amendment changes that designation to:

Property No. 3 Affordability Current
Elmwood
Extremely-Low 7
Very-Low 25
Low 23
Moderate 12

6. Amendment of A&R Regulatory Agreement. Effective as of the Effective Date unless otherwise noted below, the A&R Regulatory Agreement is hereby amended as follows:
(a) Effective as of January 1, 2028, the definition of "Achievement Center" is hereby deleted from Section 100.

ATTACHMENT 10 - 4
689
5 (b) The definition of "Extremely Low Income Household" is added to Section 100 as follows:
"Extremely Low Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 30%) which is set forth from time to time by regulation of the California Department of Housing and Community Development, pursuant to Health and Safety Code Section 50106.
(c) Effective as of January 1, 2029, Section 402.1 is replaced as follows:
"402.1 Number of Units. The Nonprofit agrees to make available, restrict occupancy to, and rent seven (7) of the apartment units in the Buildings to Extremely Low Income Households, twenty-five (25) of the apartment units in the Buildings to Very Low Income Households, twenty-three (23) of the apartment units in the Buildings to Lower Income Households, and twelve (12) of the apartment units in the Buildings to Low and Moderate Income Households, at the rents established pursuant to Section 402.6 hereof."
(d) Effective as of January 1, 2029, items a., b., and c. of Section 402.6 are replaced as follows:
"a. For Extremely Low Income Households: the rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(B) based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
b. For Very Low Income Households: the rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(C) based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
c. For Lower Income Households: the rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(D) based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
d. For Low and Moderate Income Households: the rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(E) based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance."
ATTACHMENT 10 - 5
690
6 (e) Effective as of January 1, 2028, Section 406 is hereby deleted. (f) All references related to the rent and income level requirements of the HOME program or regulations are hereby deleted as the HOME affordability period required by the United States Department of Housing and Urban Development has expired.

7. Amendment of the 2017 Regulatory Agreement Amendment. Effective as of the Effective Date unless otherwise noted below, the 2017 Regulatory Agreement Amendment is hereby amended as follows:
(a) Effective as of January 1, 2029, the first sentence of Section 4 is replaced as follows:
"4. Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease at an Affordable Rent (the "Affordable Units"):

Three (3) two-bedroom units within the Property to households with incomes that do not exceed the limits defined under California Health and Safety Code Section 50105 for Very-Low Income Households, adjusted for household size;
Two (2) two-bedroom units and five (5) one-bedroom units within the Property to households with income that do not exceed the limits defined under California Health and Safety Code Section 50079.5 for LowIncome Households, as adjusted for household size; and Two (2) one-bedroom one-bathroom units within the Property to households with income that do not exceed the limits defined under California Health and Safety Code Section 50093 for persons and families of Low or Moderate income, as adjusted for household size." (b) Effective as of January 1, 2029, Section 5 is replaced as follows:
"5. Affordable Rent.

The maximum Monthly Rent chargeable to income eligible households shall be annually determined by the City and Authority and the maximum rent that the Developer may change any household occupying an affordable unit shall meet the following requirements:
a. The Monthly Rent payable by a tenant who meets the income limits for very-low income households shall not exceed the very-low income rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(C) based on the methodology established by the California Housing and Community Development Department ("HCD"), adjusted ATTACHMENT 10 - 6
691
7 for number of bedrooms in the unit, less the reasonable monthly utility allowance.
b. The Monthly Rent payable by a tenant who meets the income limits for low income households shall not exceed the lower income rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(D) based on the methodology established by HCD, adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
c. The Monthly Rent payable by a tenant who meets the income limits for low or moderate income households shall not exceed the moderate income rents calculated as set forth in Health & Safety Code Section 50053(b)(1)(E) based on the methodology established by HCD, adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
d. Notwithstanding the foregoing, however, if after the tenant's initial occupancy of the housing unit, the tenant's income increases to greater than the qualifying limits as set forth above, the Monthly Rent charged by Developer shall not exceed thirty percent (30%) of the tenant's adjusted income.
e. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of the Property and land and required facilities associated therewith (including parking fees), (b) any separately charged fees or service charges assessed by the Developer which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer." (c) All references related to the rent and income level requirements of the HOME program or regulations are hereby deleted as the HOME affordability period required by the United States Department of Housing and Urban Development has expired.

8. Amendment of the Second Regulatory Agreement Amendment. Effective as of the Effective Date unless otherwise noted below, the Second Regulatory Agreement Amendment is hereby amended as follows:
(a) Effective as of January 1, 2029, the third and fourth sentence of Section 2 are amended to read as follows:

ATTACHMENT 10 - 7
692
8 "Property No. 3 currently requires the following designation of affordable housing units:

Property No. 3 Affordability Current
Elmwood
Extremely-Low 7
Very-Low 25
Lower 23
Low and
Moderate 10
This Amendment changes that designation to:

Property No. 3 Affordability Current
Elmwood
Extremely-Low 7
Very-Low 25
Lower 23
Low and
Moderate 12

9. References to Activity Center or Achievement Center. All references to the activity center or achievement center are hereby deleted from the Elmwood Documents.

10. Deletion of HOME references. All references related to the rent and income level requirements of the HOME program or regulations are hereby deleted from the Elmwood Documents as the HOME affordability period required by the United States Department of Housing and Urban Development has expired.

11. Full Force and Effect. Except as set forth in this Modification Agreement, the Elmwood Documents remain unmodified and are in full force and effect.

12. Exhibits and Attachments Incorporated. All exhibits and attachments referred to in this Modification Agreement and attached to it are hereby incorporated in it by this reference.

In the event there is a conflict between any of the terms of this Modification Agreement and any of the terms of any exhibit or attachment to this Modification Agreement, the terms of this Modification Agreement shall control the respective duties and liabilities of the parties hereto.

ATTACHMENT 10 - 8
693
9 13. Successors and Assigns. This Modification Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.

14. California Law. This Modification Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. Counterparts. This Modification Agreement may be signed by the different parties hereto in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
[Signatures on following page.]
ATTACHMENT 10 - 9
694
S-1
IN WITNESS WHEREOF, Authority, City and BHC have executed this Agreement as of the Effective Date.
"AUTHORITY"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By: ________________________________
Justin Hess, Executive Director
Attest:
___________________________________
Kimberley Clark, City Clerk
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: ________________________________
Justin Hess, City Manager
Attest:
___________________________________
Kimberley Clark, City Clerk
Approved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel By: ________________________________
"BORROWER"

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By: _____________________________
Name:___________________________
Its: ______________________________
[Signatures to be acknowledged by notary]
ATTACHMENT 10 - 10
695
By: ____________________________
Starla Warren, President/CEO

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who 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.

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

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ATTACHMENT 10 - 11
696

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

ATTACHMENT 10 - 12
697

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

ATTACHMENT 10 - 13
698
2180/02/4179096.5 with 4179096.4
REDLINE 4179096.5 A-1
Exhibit A
Legal Description of the Property
That certain real property situated in the City of Burbank, County of Los Angeles, State of California, and described as follows
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, 10 AND 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 RIGHT-OF-WAY OF SAID ELMWOOD AVENUE 19.06 FEET TO THE BEGINNING OF A TANGENT ATTACHMENT 10 - 14
699
2180/02/4179096.5 with 4179096.4
REDLINE 4179096.5 A-2
CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 35.00 FEET;

THENCE 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' 10" 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 ° 10' 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.

ATTACHMENT 10 - 15
700
Exhibit B 1 ATTACHMENT 10 - 16
701
Exhibit B 1 ATTACHMENT 10 - 17
702
Exhibit B 1 ATTACHMENT 10 - 18
703
Exhibit B 1 ATTACHMENT 10 - 19
704
Exhibit B 1 ATTACHMENT 10 - 20
705
Exhibit B 1 ATTACHMENT 10 - 21
706
Exhibit B 1 ATTACHMENT 10 - 22
707
Exhibit B 1 ATTACHMENT 10 - 23
708
Exhibit B 1 ATTACHMENT 10 - 24
709
Exhibit B 1 ATTACHMENT 10 - 25
710
Exhibit B 1 ATTACHMENT 10 - 26
711
Exhibit B 1 ATTACHMENT 10 - 27
712
Exhibit B 1 ATTACHMENT 10 - 28
713
Exhibit B 1 ATTACHMENT 10 - 29
714
Exhibit B 1 ATTACHMENT 10 - 30
715
Exhibit B 1 ATTACHMENT 10 - 31
716
Exhibit B 1 ATTACHMENT 10 - 32
717
Exhibit B 1 ATTACHMENT 10 - 33
718
Exhibit B 1 ATTACHMENT 10 - 34
719
Exhibit B 1 ATTACHMENT 10 - 35
720
Exhibit B 1 ATTACHMENT 10 - 36
721
Exhibit B 1 ATTACHMENT 10 - 37
722
Exhibit B 1 ATTACHMENT 10 - 38
723
Exhibit B 1 ATTACHMENT 10 - 39
724
Exhibit B 1 ATTACHMENT 10 - 40
725
Exhibit B 1 ATTACHMENT 10 - 41
726
Exhibit B 1 ATTACHMENT 10 - 42
727
Exhibit B 1 ATTACHMENT 10 - 43
728
Exhibit B 1 ATTACHMENT 10 - 44
729
Exhibit B 1 ATTACHMENT 10 - 45
730
Exhibit B 1 ATTACHMENT 10 - 46
731
Exhibit B 1 ATTACHMENT 10 - 47
732
Exhibit B 1 ATTACHMENT 10 - 48
733
Exhibit B 1 ATTACHMENT 10 - 49
734
Exhibit B 1 ATTACHMENT 10 - 50
735
Exhibit B 1 ATTACHMENT 10 - 51
736
Exhibit B 1 ATTACHMENT 10 - 52
737
Exhibit B 1 ATTACHMENT 10 - 53
738
Exhibit B 1 ATTACHMENT 10 - 54
739
Exhibit B 1 ATTACHMENT 10 - 55
740
Exhibit B 1 ATTACHMENT 10 - 56
741
Exhibit B 1 ATTACHMENT 10 - 57
742
Exhibit B 1 ATTACHMENT 10 - 58
743
Exhibit B 1 ATTACHMENT 10 - 59
744
Exhibit B 1 ATTACHMENT 10 - 60
745
Exhibit B 1 ATTACHMENT 10 - 61
746
Exhibit B 1 ATTACHMENT 10 - 62
747
Exhibit B 1 ATTACHMENT 10 - 63
748
Exhibit B 1 ATTACHMENT 10 - 64
749
Exhibit B 1 ATTACHMENT 10 - 65
750
Exhibit B 1 ATTACHMENT 10 - 66
751
Exhibit B 1 ATTACHMENT 10 - 67
752
Exhibit B 1 ATTACHMENT 10 - 68
753
Exhibit B 1 ATTACHMENT 10 - 69
754
Exhibit B 1 ATTACHMENT 10 - 70
755
Exhibit B 1 ATTACHMENT 10 - 71
756
Exhibit B 1 ATTACHMENT 10 - 72
757
Exhibit B 1 ATTACHMENT 10 - 73
758
Exhibit B 1 ATTACHMENT 10 - 74
759
Exhibit B 1 ATTACHMENT 10 - 75
760
Exhibit B 1 ATTACHMENT 10 - 76
761
Exhibit B 1 ATTACHMENT 10 - 77
762
Exhibit B 1 ATTACHMENT 10 - 78
763
Exhibit B 1 ATTACHMENT 10 - 79
764
Exhibit B 1 ATTACHMENT 10 - 80
765
Exhibit B 1 ATTACHMENT 10 - 81
766
Exhibit B 1 ATTACHMENT 10 - 82
767
Exhibit B 1 ATTACHMENT 10 - 83
768
Exhibit B 1 ATTACHMENT 10 - 84
769
Exhibit B 1 ATTACHMENT 10 - 85
770
Exhibit B 1 ATTACHMENT 10 - 86
771
Exhibit B 1 ATTACHMENT 10 - 87
772
Exhibit B 1 ATTACHMENT 10 - 88
773
Exhibit B 1 ATTACHMENT 10 - 89
774
Exhibit B 1 ATTACHMENT 10 - 90
775
Exhibit B 1 ATTACHMENT 10 - 91
776
Exhibit B 1 ATTACHMENT 10 - 92
777
Exhibit B 1 ATTACHMENT 10 - 93
778
Exhibit B 1 ATTACHMENT 10 - 94
779
Exhibit B 1 ATTACHMENT 10 - 95
780
Exhibit B 1 ATTACHMENT 10 - 96
781
Exhibit B 1 ATTACHMENT 10 - 97
782
Exhibit B 1 ATTACHMENT 10 - 98
783
Exhibit B 1 ATTACHMENT 10 - 99
784
Exhibit B 1 ATTACHMENT 10 - 100
785
Exhibit B 1 ATTACHMENT 10 - 101
786
Exhibit B 1 ATTACHMENT 10 - 102
787
Exhibit B 1 ATTACHMENT 10 - 103
788
Exhibit B 1 ATTACHMENT 10 - 104
789
Exhibit B 1 ATTACHMENT 10 - 105
790
Exhibit B 1 ATTACHMENT 10 - 106
791
Exhibit B 1 ATTACHMENT 10 - 107
792
Exhibit B 1 ATTACHMENT 10 - 108
793
Exhibit B 1 ATTACHMENT 10 - 109
794
Exhibit B 1 ATTACHMENT 10 - 110
795
Exhibit B 1 ATTACHMENT 10 - 111
796
Exhibit B 1 ATTACHMENT 10 - 112
797
Exhibit B 1 ATTACHMENT 10 - 113
798
Exhibit B 1 ATTACHMENT 10 - 114
799
Exhibit B 1 ATTACHMENT 10 - 115
800
Exhibit B 1 ATTACHMENT 10 - 116
801
Exhibit B 1 ATTACHMENT 10 - 117
802
Exhibit B 1 ATTACHMENT 10 - 118
803
Exhibit B 1 ATTACHMENT 10 - 119
804
j

AFFORDABLE HOUSING AGREEMENT
THIS.AFFORDABLE HOUSING AGREEMENT (the "Agreement") is entered into as of • , 2001, by and among the CITY OF BURBANK, a California municipal o a ·on (t e "City"), the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a pu ic 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 f~milies.

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 e's'tablished a Low and Moderate Income Housing Fund (the "Housing Fund").

C. The Developer is negotiating an agreement to purchase real property improved with a six-unit apartment building at 199 West Elmwood Avenue in the City of Burbank (the "Property"), located on the land more particularly described in the Legal Description attached hereto as Exhibit A, 1 and incorporated herein by reference.

D. By this Agreement, and subject to the terms and conditions herein, the City desires to provide financial assistance to Developer in the form of a loan of HOME funds in the amount of One Hundred Sixty Thousand Dollars ($160,000) (the "City Loan"), and the Agency desires to provide financial assistance to the Developer in the form of a loan of Housing Funds in the amount of One • Hundred Thousand Dollars ($100,000) (the "Agency Loan"), to acquire and rehabilitate the Property.

In consideration for the City Loan and the Agency Loan, the Developer desires to acquire and rehabilitate the Prope1ty, and to maintain the Property as an affordable housing project.

E. The acquisition, rehabilitation and operation of the Property pursuant to this Agreement is in the vital and best interest of the City and the health, safety and welfare of the residents of the City, and in accord with the public purposes and provisions of applicable state and local laws and requirements.

NOW, THEREFORE, the parties hereto agree as follows:
100. CITY AND AGENCY ASSISTANCE ~
101. Agency Loan and City Loan. The Agency agrees to loan to the Developer and the Developer hereby agrees to borrow from the Agency 'the amowit of One Hundred Thousand Dollars ($100,000) (the "Agency Loan"), and the City agrees to loan to the Developer and the Developer agrees to borrow from the City One Hundred Sixty Thousand Dollars ($160,000) (the "City Loan"), subject to the terms and conditions set forth in this Agreement, and subject further to the terms and conditions set forth within the documents and instruments executed by the Developer in connection with this transaction, including the "Amended and Restated Promissory Note," in substantially the K:\Agmt\Housing\AHA 199 Elmwood v2 Fin.al
fone 26, 200 I
"> ~~1t6d- ~ (Z~J- t-c,.-3 -, - f 1' _ , I
Exhibit B 2 ATTACHMENT 10 - 120
805
form set forth in Exhibit B, the "Deed of Trust," in substantially the form set forth in Exhibit C, and the "Regulatory Agreement," in substantially the form set forth in Exhibit F. The amount owing under the Amended and Restated Promissory Note shall be the principal amounts of the Agency Loan and City Loan added to the principal amount owing under that certain promissory note executed on November 30, 1999 by and between the Agency and Developer, which promissory note is secured by a deed of trust upon certain real property improved with nine multifamily apartment complexes 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 (the "Adjacent Developer Properties"). As of the date of -this Agreement, the outstanding balance of the promissory note secured by the Adjacent Developer Properties was Two Million Seven Hundred Thousand Two Hundred Sixty Five and 48/100 Dollars (2,747,265.48). The Amended and Restated Promissory Note shall accrue no interest, and shall be payable in annual installments of one hundred percent (100%) of the Residual Receipts ( as defined in the Amended and Restated Promissory Note) of the Property and Adjacent Developer Properties ("Annual Residual Receipts Payment"), beginning April I, 2002. Any remaining balance still owing under the Amended and Restated Promissory Note as of November 30, 2029 shall be due and payable on that date. The Operating Expenses, Income and Residual Receipts (as those terms are defined in the Amended and Restated Promissory Note) shall be reported to the Agency annually . .., before April 1 of each year, accompanied by an annual financial statement with respect to the Property that has been reviewed 1;,y an independent certified public accountant tggether with an expressed written opinion of the certified public accountant that such financial statement presents the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles, and that the payment made is the amount due under this Section 101.

The Amended and Restated Promissory Note shall be secured by the recordation in the official records of the County of a deed of trust in the form of Exhibit C which is attached hereto and incorporated herein (the "Deed of Trust"). The Deed of Trust shall encumber the Property and Adjacent Developer Properties. The Deed of Trust shall be prior and superior to all other liens and encumbrances upon the Property and the Adjacent Developer Properties, except as otherwise approved by the Agency.

The Agency Loan and City Loan shall be disbursed to or on behalf of the Develpper for the cost of the acquisition and for the Rehabilitation (as defined in Section 201 herein) of the Property.

Agency Loan and City Loan funds may be used for the hard costs of the Rehabilitation, including a ten percent construction contingency as well as approved soft costs for issuance of permits, architectural, engineering, and legal services, and closing costs for the Property. Any remaining balance may be applied to reduce the amount owing on the Agency Loan. The proceeds of the Agency Loan and City Loan shall not be used for project reserve accounts, monitoring, servicing and origination fees, or for expenditures made or incurred more than one year after project completion.

The Agency Loan and City Loan shall be disbursed to or on behalf of the Developer upon the satisfaction of the conditions set forth in Section I 03 hereof. 102. Agency Administration of City I:..oan.

By this Agreement, the City agrees to administer the City Loan, it being agreed and understood that payment by Developer of the Annual Residual Receipts Payments is for the City Loan, as well as the Agency Loan and the loan made pursuant to the original Promissory Note secured by the deed of trust against the Adjacent Developer Properties. The Agency shall administer and monitor the City Loan, and upon receipt of each Annual Residual Receipts Payment, make a payment to the City in an amount equal to twenty percent (20%) of the Annual Residual Receipts Payment, which payment shall constitute developer's annual payment on the City Loan.

K:\Agmt\Housing\AHA I 99 Elmwood v2 Final
June26,2001
2 Exhibit B 2 ATTACHMENT 10 - 121
806
I
103. Conditions Precedent to Disbursement of Agency Loan and City Loan. The Agency Loan and the City Loan shall be disbursed to or on behalf of the Developer upon the satisfaction of the following conditions:
a. Execution and Delivery of Documents. Developer shall have executed and delivered into the escrow established for the acquisition of the Prope1ty the Amended and Restated Promissory Note, the Deed of Trust, the Regulatory Agreement, and any other documents and instruments required to be executed and delivered by Developer (collectively, the "Loan Documents"). The Deed of Trust shall replace that certain deed of trust executed by Developer on November 30, 1999 and recorded against the Adjacent Developer Properties. The Agency shall, if necessary, execute a reconveyance deed of the original deed of trust recorded against the Adjacent Developer Properties as part of the recordation process for the Deed of Trust. b. Financing. The City anq Agency shall have determined that the Developer has sufficient funds, in addition to the City Loan and the Agency Loan, if necessary, to finance the acquisition and Rehabilitation of the Property.
c. Property Appraisal. City and Agency shall have conducted any appraisals of the Property and/or evaluations of market data which it desires, demons&ating to their satisfaction that the purchase price to be paid by the Developer for the Property is not greater than the fair market .. value of the Property. d. Insurance. The Developer shall have presented a certificate to the City and Agency of the insurance policies which are required pursuant to Section 207 hereof. e. Title Insurance. If desired by the City and/or Agency, the requesting party or parties shall have received from a title insurance company approved by the requesting party or parties a policy of lender's title insurance with mechanic's lien coverage, together with such endorsements as the insured party may require, which shall insure the deed of trust of the requesting party or parties as a valid lien upon the Property, in the lien priority required by this Agreement, and subordinate only to those liens and encumbrances reasonably approved by_ the insured party. f. Title to Land. The Developer shall, as of the closing and disbursement of the Agency Loan and City Loan, have good and marketable fee title to the Property, and there will exist thereon or with respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than the liens for current real property taxes and assessments not yet due and payable, and any other matters approved in writing by the City and Agency. The Developer hereby covenants and agrees to seek to acquire the Property in a timely manner and in accordance with the Schedule of Performance attached hereto.
g. Recordation. The Deed of Trust and the Regulatory Agreement shall be recorded against the Property concurrently with or prior to the time of the first disbursement of the Agency Loan and City Loan. . •
h. Request for Payment. For payment of Rehabilitation costs, Developer shall have submitted a request for payment to the City and Agency on a form supplied by the City and Agency, together with invoices from contractors and subcontractors and any other requested information and documents, indicating that the particular item of Rehabilitation work for which } payment is being requested is complete:

K:\Agmt\Housing\AHA 199 Elmwood v2 Final
June 26, 200 I
3 Exhibit B 2 ATTACHMENT 10 - 122
807
i. Inspection of Work. For payment of Rehabilitation costs, the City shall have inspected the particular item of Rehabilitation work for which payment is being requested and shall have determined that such Rehabilitation work has been completed in accordance with this Agreement and has been completed in a satisfactory manner in accordance with the standards of the construction industry.
j. Completion of Project. For payment of the development management fee to the Developer, the Rehabilitation of the Property shall have been completed in accordance with the requirements of this Agreement.
k. No Default. There shall exist no condition, event or act which would constitute an Event of Default (as hereinafter defined) hereunder or which, upon the giving of notice or the passage of time, or both, would constitute an Event of Default.

I. Representations and Warranties. All representations and warranties of Developer herein contained shall be true and correct.
104. Assumption of Agency Loan and City Loan. Except in connection with transfers approved or permitted pursuant to Section 504 hereof, the Amended and Restated Promissory Note shall not be assignable to or assumable by successors and assigns of Developer. In no event, however, shall the Amended and Restated Promissory Note be assigned except irl connection with the conveyance of the Property to the person or entity which acquires the Property. 105. Condition of the Property. The following requirements shall apply to the Property:
105.1 Indemnification. Developer shall save, protect, pay for, defend, indemnify and hold harmless the City and the Agency and their officers, employees, representatives and agents, from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, attorneys' fees and remedial and response costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which may now or in the future be incurred or suffered by the City, Agency or their officers, employees, representatives or agents by reason of, resulting from, in connection w·ith 0 or arising in
any manner whatsoever as a direct or indirect result of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Materials which is caused by Developer, or its agents, employees, representatives, agents, contractors or invitees.
105.2 Duty to Prevent Hazardous Material Contamination. During the _Rehabilitation and operation of the Property, the Developer shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Property. Such precautions shall include compliance with all Gove_mmental Requirements with respect to Hazardous Materials. The Developer shall notify the City and Agency, and provide to the City and Agency a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the City and Agency, as soon as · possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Mat_erials into the environment.

K:\Agmt\HousinglAHA 199 Elmwood v2 Final
June 26, 200 I
4 Exhibit B 2 ATTACHMENT 10 - 123
808
105.3 Definitions.

For purposes of this Section 105, "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Developer or the Property.

For purposes of this Section 105, "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122. 7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous 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" un.d'er Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storaiae 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 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq.
106. Additional Agency Assistance. As additional consideration for the Developer's performance hereunder, the Agency will provide additional funds for due diligence activities related to the Rehabilitation of the Property, including appraisals, lead and asbestos testing of.the Property, and relocation services (the "Due Diligence Funds), in an amount not to exceed Thirty Thousand Dollars ($30,000.00). The Due Diligence Funds will be paid by Agency to the consultants and/or contractors performing the due diligence work, at Agency's sole and absolute discretion. 200. REHABILITATION OF THE IMPROVEMENTS.
201. Rehabilitation of the Property. The Developer agrees to rehabilitate the Property in accordance with the Scope of Work which is attached hereto as Exhibit E and incorporated herein by reference, the Federal Housing Quality Standards, 24 CFR §882.109, the City Municipal Code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances, the lead based paint requirements of 24 CFR part 35, and accessibility standards pursuant to 24 CFR part 8 (the "Rehabilitation"). The Rehabilitation shall be conducted in such a manner so as to avoid or minimize tenant displacement to the greatest extent feasible, in accordance with the provisions of Section 209.2 hereof. The Developer further agrees to comply with and to cause any contractors and/or subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170u, and the implementing regulations, in 1connection with the Rehabilitation of the Property. Developer shall submit to the City one or more construction contracts with a duly licensed contractor or contractors reasonably acceptable to the City K:\Agmt\HousinglAHA 199 Elmwood v2 Final
June 26, 200 I
s
Exhibit B 2 ATTACHMENT 10 - 124
809
providing for the Rehabilitation of the Property in conformance with the terms of this Agreement.

Each such contractor or contractors shall have provided to the City the certification in appendix B of 24 CFR part 24 that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation from this project, and the City shall be responsible for determining whether each contractor has been debarred. The City shall reasonably approve such contract or contracts if the City finds that such contractor or contractors have sufficient experience and expertise necessary to perform the Rehabilitation of the Property in a first class manner in accordance with all of the requirements of this Agreement. 202. Scope of Work. The City and Agency shall not be responsible to the Developer or to third parties in any way for any defects in the Scope of Work, nor for any structural or other defects in any work done according to the approved Scope of Work. The Developer shall hold harmless, indemnify and defend the City and the Agency and their officers, employees, agents and representatives from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Scope of Work, including without limitation the violation of any laws, and for defects in any work done according to the approved Scope of Work. 203. Cost of Rehabilitation. The Rehabilitation of the Property shall be paid with the proceeds of the City Loan and a portion of the Agency Loan. The Developer shall be responsible for any additional funds necessary to complete the Rehabilitation of the Property; pr_pvided, however, that in the event that there are insufficient City Loan proceeds available to fund such work, the City shall reasonably consider deleting certain work from the Scope of Work, and the Developer shall defer payment of all or a portion of the development management fee, in order to assure that there are sufficient funds for the Rehabilitation.
204. Timing of Rehabilitation. The Developer hereby covenants and agrees to commence the Rehabilitation of the Property within the time set forth in the Schedule of Performance. The Developer further covenants and agrees to diligently prosecute to completion the Rehabilitation of the Property in accordance with the approved Scope of Work and to file a Notice of Completion pursuant to California Civil Code Section 3093 within the time set forth in the Schedule of Performance.
0 205. City and Other Governmental Permits. Before commencement of the Rehabilitation of the Property, the Developer shall secure or cause its contractor to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits, and a conditional use permit and required variances for the conversion of the single family house on the Property into the Activity Center and administrative office. The Developer shall pay all necessary fees and take all actions necessary to obtain such permits; the staff of the City and Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite the City's issuance of building permits for construction that meets the requirements of the City Code, and all other applicable laws and regulations. ~
206. Right of the City and Agency to Satisfy Other Liens on the Property After City Loan Disbursement. After the Developer has had written notice and has failed after a reasonable time to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Property which are not otherwise permitted under this Agreement, the City and the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance applicable to the Developer in respect thereto.

K:\Agmt\Housing\AHA 199 Elmwood v2 Final
June 26, 200 I
6 Exhibit B 2 ATTACHMENT 10 - 125
810
207. Insurance and Indemnity. The Developer shall take out and maintain or shall cause its contractor to take out and maintain until the issuance of the Certificate of Completion pursuant to this Agreement, a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy. All policies shall protect the Developer, City and Agency 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 Agency. Such policy or policies shall be written on an occurrence form. Developer shall also take out and maintain a policy of property damage insurance, with the policy amount in the full replacement value of the Property.

The Developer shall also furnish or cause to be furnished to the City and Agency evidence satisfactory to the City and Agency that Developer and any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Prior to the Closing of the Developer's acquisition of the Property, upon any procurement or renewal of an insurance policy, and not less than annually in any case, the Developer shall furnish a certifjcate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the City and Agency setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency 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 shajl contain a statement of obligation on the part of the carrier to notify City and the Agency 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 Developer shall be primary insurance and not be contributing with any insurance 1 maintained by the Agency 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 Agency. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance. Developer shall also take out and maintain from the date of the Closing 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 addition to the foregoing, the Developer shall defend, indemnify, assu~e all responsibility for, and hold the Agency 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 attorneys fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall not be liable for property damage or bodily injury to the extent occasioned by the sole negligence of the Agency or its agents or employees. 1:
208. Entry by the City and Agency. Developer shall permit the City and the Agency, through their officers, agents or employees, at all reasonable times to enter onto the Property and inspect the Property and work of Rehabilitation to determine that the same is in conformity with the Scope of Work and all the requirements hereof. The City and Agency intend that the Property will \ be inspected not less than annually to ensure compliance with the requirements of this Agreement.

Developer acknowledges that the City is under no obligation to supervise, inspect, or inform Developer of the progress of construction, and Developer shall not rely upon the City or Agency K:\Agmt\Housing\AHA 199 Elmwood v2 Final
June 26, 200 I
7 Exhibit B 2 ATTACHMENT 10 - 126
811
therefor. Any inspection by the City and/or Agency is entirely for its purposes in determining whether Developer is in default under this Agreement and/or compliance with City building codes and is not for the purpose of determining or informing Developer of the quality or suitability of construction. Developer shall rely entirely upon its own supervision and inspection in determining the quality and suitability of the materials and work, and the performance of architects, subcontractors, and material suppliers.
209. Compliance With Laws. The Developer shall carry out the acquisition, design, Rehabilitation and operation of the Property in conformity with all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plwnbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. •
209.1 Taxes and Assessments. The Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Property, subject to the Developer's right to contest in good faith any such taxes or to receive an exemption from the payment orsuch taxes as provided above. The Developer agrees that it will not apply for a full or partial exemption from the payment JI. of property taxes and assessments which would be assessed upon the Property even though it may be so entitled by virtue of its nonprofit status.
209.2 Relocation.
a. Survey. Developer shall conduct and submit to the City and Agency a tenant survey, completed by each tenant household currently residing in the Property and such other information as reasonably required by City and Agency necessary to evaluate the relocation obligations, if any, required by federal, state and/or local law with respect to the Developer's acquisition and Rehabilitation of the Property.
b. Existing Tenants. As soon as possible after the date of this Agreement, the City, the Agency and the Developer shall cooperate in sending notices to the existing tenants of the Property notifying such persons of the Developer~s duty to complete the Rehabilitation of the Property within two years from the date of this Agreement, (ii) notifying the tenants that they will be entitled to continue to lease their existing units, (iii) notifying the tenants that if they are required to temporarily relocate from their units they will be entitled to payment for out-of-pocket expenses incurred in connection with the temporary relocation., and (iv) offering such tenants the opportunity to lease their current units in the Property for not less than one year after completion of the Rehabilitation, upon reasonable terms and conditions, in conformance with the requirements of Section 92.353(c)(2)(1)(C)(l) of the HO.l\1E Program regulations. The form of such notice shall be approved by the City and Agency prior to its delivecy to the tenants. c. Timing of Rehabilitation. The Rehabilitation of the Property shall be conducted in such a manner as to prevent, to the maximum extent feasible, any permanent or temporary displacement of existing tenants of the Property in accordance with applicable law. In the event that any of the current tenants of the Property vacate their units voluntarily, or are evicted for cause based upon a serious or repeated violation of the terms of their lease or occupancy agreement, he Developer shall commence the Rehabilitation of such unit as soon as possible thereafter, and shall not re-lease such unit until after the completion of the Rehabilitation of such unit.

K :\Agmt\HousinglAHA 199 Elmwood v2 Final
Jun~ 26, 200 I
8 Exhibit B 2 ATTACHMENT 10 - 127
812
d. Cost of Relocation. In the event that any displacement of tenants of the Property occurs, the City shall provide relocation assistance in accordance with the Federal Uniform Relocation Assistance and Real Property Acquisition Act, 42 U.S.C. § 4201, et seq., the California relocation law, Government Code Section 7260, et seq., and the regulations adopted pursuant thereto by the United States, State of California and the City (collectively, the "Relocation Laws"), and in a manner approved by the City and Agency to each tenant household required to temporarily or permanently vacate a unit within the Property for purposes of completing the Rehabilitation. In the event of permanent displacement of existing tenants due to the implementation of this Agreement, despite the Developer's efforts to prevent such displacement as provided above, the City and Agency shall be fully responsible for administering determinations of eligibility and payments pursuant to the Relocation Laws. The City shall bear the cost of such relocation. 209.3 Liens and Stop Notices. The Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Property the Developer shall within thirty (30) days of such recording or service or within five (5) days of the demand of the City or Agency, whichever last occurs: pay and discharge the same; or effect the release thereof by recording and delivering to the City and Agency a surety bond in sufficient form and amount, or othexwise; or provide the City with other assurance . which the City and Agency deem, in their sole discretion, to be satisfactory"'for the payment of such lien or bonded stop notice and for the full and continuous protection of City and ~gency from the effect of such lien or bonded stop notice.
209.4 HOl\rIE Program Requirements. Jhe City Loan will be provided through funds provided to the City from the HOME Investment Partnership Act, 42 U.S.C. § 12701, et seq., as it now exists and as it may hereafter be amended, pursuant to the implementing regulations set forth at 24 CFR 92, as they now exist and as they may hereafter be amended (the "HOME . Program"). Accordingly, the Developer shall comply with all applicable requirements of the HOME Program, as it now exists or may hereafter be amended. Specifically, without limitation, as applicable, the Rehabilitation shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §327a - 332) and other federal laws and regulations pertaining to labor standards. Upon request, the City shall provide to the Developer a copy of applicable HONfE Program requirements. 300. OPERATION OF HOUSING
301. Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease three of the six housing units within the Property to households with incomes that do not exceed sixty percent (60%) of Los Angeles County median income ("AMI"), adjusted for family size ("Low Income Households"), as established and amended from time to time by the United States Department of Housing and Urban Development ("HUD"), and the remaining three units to households with incomes that do not exceed one hundred twenty percent (120%) of AMI as established by HUD, all at an Affordable Rent (the "Affordable Units"). After the tenant's initial occupancy of an Affordable Unit designated for Low Income Households or as High Home Rent Units, the tenant's income may increase above such level, provided that if the tenant's income exceeds eighty percent (80%) of Los Angeles County Median Income, adjusted for family size, the rent charged by Developer may be increased to the maximum rent set forth in Section 302 hereof.

The Developer shall comply with the terms set forth below and in the Regulatory Agreement which is attached hereto as Exhibit F and incorporated herein by reference.

The Developer shall annually submit to the City and the Agency a completed income computation and certification form, in a form to be provided by the City and Agency. The Developer K:\Agmt\Hou.singlAHA 199 Elmwood v2 Final
June 26, 200 I
9 Exhibit B 2 ATTACHMENT 10 - 128
813
shall certify that each tenant of the Property meets the income restrictions of this Section 30 I. The Developer shall obtain an income certification from the tenant of the Property which shall certify that the income of the tenant is truthfully set forth in the income certification form. The Developer shall verify the income certification of the tenant in one or more of the following methods:
pay periods, if any.
a. obtain two (2) paycheck stubs from the tenant's two (2) most recent b. obtain a true copy of an income tax return from the tenant for the most recent tax year in which a return was filed.
c. obtain an income verification certification from the employer of the tenant.
d. obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the tenant receives assistance from such agencies.
e. obtain an alternate form of income verification reasonably requested by the Developer, if none of the above forms of verification is available to the Developer. .. The Property shall be subject to the requirements of this Article 300 in perpetuity commencing upon the date of the Developer's acquisition of the Property. The duration of this requirement shall be known as the "Affordability Period." 302. Affordable Rent. The maximum Monthly Rent chargeable for the Affordable Units shall be annually determined by the City and Agency in accordance with the HOME Program requirements, Community Redevelopment Law requirements, and the following requirements:
a. The Monthly Rent payable by each tenant of an Affordable Unit designated for Low Income Households shall not exceed the lesser of (a) the fair market value for comparable housing in the area as established by HUD pursuant to CFR 888.111, less the monthly allowance for utilities and services to be paid by each tenant, or (b) thirty percent (30%) of sixty percent (60%) of Los Angeles County median income, as determined by HUD, for a household size appropriate to the unit. Notwithstanding the foregoing, however, if after the tenant's initial occupancy of the housing unit, the tenant's income increases to greater than eighty percent (80%) of Los Angeles County Median Income, adjusted for family size, the Monthly Rent charged by Developer shall not exceed thirty percent (30%) of the tenant's adjusted income. Agency and Developer acknowledge and agree that the three units available and affordable to Low Income Households meet the guidelines for High HOME Rent Units.
b. The Monthly Rent payable by the tenant of the three Affordable Units designated for Moderate Income Households shall not exceed the (a) the fair market value for comparable housing in the area as established by HUD, less the monthly allowance for utilities and services to be paid by each tenant, or (b) thirty percent (30%) of one hundred ten percent (110%) of Los Angeles County median income, as determined by the State of California, for a household size appropriate to the unit.

For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of the Property and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by the Developer which are required of all K:\Agmt\Housing1AHA 199 Elmwood v2 Final
June 26, 200 I
10 Exhibit B 2 ATTACHMENT 10 - 129
814
tenants, other than security deposits, ( c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and ( d) possessory interest, taxes or other fees or charges assessed for use of the land and ·facilities associated therewith by a public or private entity other than Developer. 303. Lease Requirements. Prior to disbursement of the City Loan, the Developer shall submit a standard lease form to the City for its approval. The City shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program and the HOME Regulations. The Developer shall enter into a written lease, in the form approved by the City, with each tenant of the Property.

No lease shall contain any of the provisions which are prohibited pursuant to Section 92.253 of the HOME Regulations.
304. Affirmative Marketing. The rental of the Affordable Units shall be conducted in accordance with the affirmative marketing requirements which have been adopted by the City and the requirements of Section 92.351, or successor regulation, of the HOME Regulations and other applicable HOME Program requirements.
305. Selection of Tenants. The Property shall be leased to tenants selected by the Developer who meet all of the requirements provided herein. The Developer shail adopt a tenant selection system in conformance with Section 92.253(e) of the HOME Regulations, which shall be approved by the City in its reasonable discretion, which establishes a chronological waiting list system and/or random lottery system for selection of tenants. The Developer shall not refuse to lease 1 to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a HOivfE Program, Section 8 program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
306. Intentionally Reserved
307. Occupancy Standards. Occupancy of one bedroom housing units sh~ll be limited to three persons and occupancy of the two-bedroom housing unit shall be limited to five persons. 308. Maintenance. The Developer shall maintain or cause to be maintained the interior and exterior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOivfE Regulations, and the standard of maintenance of similar housing units within Los Angeles County, California. If at any time Developer fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the City or Agency with respect to graffiti, debris, waste material, and genei:al maintenance, or thirty days after written notice from the City or Agency with respect to landscaping and building improvements, then the City and Agency, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Property and perform all acts and work necessary to protect, maintain, and preserve the Property and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City or Agency and/or costs of such cure, ' including a reasonable administrative charge, which amount shall be promptly paid by Developer to the City or Agency, as appropriate, upon demand.

K:\Agmt\HousinglAHA 199 Elmwood v2 Final
June 26, 200 I
II
Exhibit B 2 ATTACHMENT 10 - 130
815
309. Management Plan. The Developer shall submit for the approval of the City and Agency a "Management Plan" which sets forth in detail the Developer's property management duties, the affirmative marketing procedures in accordance with Section 304 hereof, the tenant selection process in accordance with Section 305 hereof, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of the Property and manner of enforcement, a standard lease form in accordance with Section 303 hereof, the identity of the manager of the Property (the "Property Manager"), and other matters relevant to the management of the Property. The Management Plan shall require the Developer to adhere to a fair lease and grievance procedure and provide a plan for tenant participation in management decisions. The management of the Property shall be in compliance· with the Management Plan which is approved by the City and Agency.

If the City or Agency determines that the performance of the Property Manager is deficient based upon the staq.dards set forth in the Management Plan and in this Agreement, the City and/or Agency shall provide notice to the Developer of such deficiencies, and the Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been cured within the time set forth in Section 401 hereof, the City and the Agency shall each have the right to require the Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City and Agency, which is not related to or affiliated with the Developer, and which has l!..Ot less than five (5) years experience in property management, including significant experience managing affordable multifamily residential development of the size, quality and scope of the Property. 310. Monitoring and Recordkeeping. Throughout the Affordability Period, Developer shall comply with all applicable recordkeeping and monitoring requirements set forth in Section

92.508 (or successor regulation) of the HOME Regulations and Health and Safety Code Section 33418 and shall annually complete and submit to City and Agency a Certification of Continuing Program Compliance in the form provided by the City and Agency. Representatives of the City and Agency shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Property, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate wit~ the City . and Agency in making the Property available for such inspection or audit. If for any reason the City or Agency is unable to obtain the Developer's consent to such an inspection or audit, the Developer understands and agrees that the City and Agency may obtain at Developer's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. Developer agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement.
311. Non-Discrimination Covenants. Developer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Developer itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Developer shall also comply with the equal opportunity and fair housing requirements set forth in Section 92.350 of the HOME Regulations. The covenants established in this Section 311 shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and Agency and their successors and assigns, and shall remain in effect in perpetuity.

K:\Agmt\Housing\AHA 199 Elmwood v2 Final
June 26, 200 I
12 Exhibit B 2 ATTACHMENT 10 - 131
816
312. Regulatory Agreement. The requirements of this Agreement which are applicable after the disbursement of the Agency Loan and City Loan are set forth in the "Regulatory Agreement" which is attached hereto as Exhibit F and incorporated herein by reference. The execution and recordation of the Regulatory Agreement is a condition precedent to the disbursement of the Agency Loan and the City Loan, as set forth in Section 103 hereof. 400. DEFAULT AND REMEDIES
401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Amended and Restated Promissory Note, and/or the Deed of Trust, 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 party shall not be in Default if such party cures such default within five (5) days if the claimed Default is a failure to pay amounts due pursuant to the Amended and Restated Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder. :Fiowever, 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 thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, an.9 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 Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and Agency 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 City and Agency shall each have the right (but not be obligated to) cure such default. In such event, the City and Agency shall be entitled to reimbursement from the Developer of all costs and expenses they have actually incurred in curing such default. The City or Agency (as applicable) shall be entitled to add the amount incurred by it to the amounts owing pursuant to the Amended and Restated Promissory Note, and secured by the Deed of Trust.
402. Remedies. The occurrence of any Event of Default shall give the nondefaulting party the right to proceed with any and all remedies set forth in this Agreement and/or the Amended and Restated Promissory Note, the Deed of Trust or Regulatory Agreement (collectively, the "Loan Documents"), including an action for damages, an action or proceeding at law or in equity to require the defaulting party to perform its obligations and covenants under the Loan Documents or to enjoin acts or things which may be unlawful or in violation of the provisions of the Loan Documents, and the right to terminate this Agreement. In addition, the occurrence of any Event of Default by Developer will relieve the City and Agency of any obligation to perform hereunder, including without limitation to make or continue the City Loan and Agency Loan, and the right to cause all indebtedness of the Developer to the City under this Agreement and the Amended and Restated Promissory Note, together with any accrued interest thereon, to become immediately due and payable.
403. Force Majeure. Subject to the party's compliance with the notice requirements as set forth below, performance by either party hereunder shall not be deemed to be in default; and all 1 performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include the following: war, insurrection, strikes, lockouts, riots, floods, K:\Agmt\HousinglAHA 199 Elmwood v2 Final
June 26, 200 I
13 Exhibit B 2 ATTACHMENT 10 - 132
817
earthquakes, fires, assaults, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity ( except that the acts or failure to act of the City or Agency shall not excuse performance of the City or Agency hereunder). An extension of the time for any such cause shall be for the period ·of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause.

Inability to obtain financing for the acquisition or operation of the Property shall not constitute an event beyond the control of the Developer for purposes of this Section 403. 404. Attorneys' Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder or under any of the Loan Documents, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. 405. Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and ·in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise. .. . 406. Waiver of Terms and Conditions. Any party may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition.
407. Non-Liability of City and Agency Officials and Employees. No member, official, employee or agent of the City or Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or Agency or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.
500. GENERAL PROVISIONS
501. Time. Time is of the essence in this Agreement.
502. Notices. Any approval, disapproval, demand, document or other notice (''Notice") which either party may desire to give to the other party 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 ad~ess as that party may later designate by Notice:

Developer: Burbank Housing Corporation
153 West Elmwood Avenue
Burbank, California 91510
Attention: Judith.S. Arandes, Executive Director
K:\Agmt\Ho usinglAHA 199 Elmwood v2 Final
June 26, 200 I
14 Exhibit B 2 ATTACHMENT 10 - 133
818
City:

Agency:

City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91519-6459
Attention: Community Development Director
Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91519-6459
Attention: Assistant Executive Director
Such addresses may be changed by notice to the other party given in the same manner as provided above.
503. Representations and Warranties of Developer. Developer hereby represents and warrants to the City as follows:
a. Organization. Developer is a duly organized, vali'clly existing nonprofit corporation in good standing under the laws of the State of California and has the power and ... authority to own its property and carry on its business as now being conducted. b. Authority of Developer. Developer has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereunder, to execute and deliver the Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, to acquire, Rehabilitate and operate the Property, and to perform and.observe the terms and provisions of all of the above. c. Valid Binding Agreements. This Agreement and the Loan Documents and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will wh_en so executed and delivered constitute, legal, valid and binding obligations of Developer enforceab)e against it in accordance with their respective terms.
d. Pending Proceedings. Developer is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Developer, threatened against or affecting Developer or the Property, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Developer, materially affect Developer's ability to repay the City Loan or impair the security to be given to the City pursuant hereto.
~
e. Layering Review. The Developer acknowledges that a layering review was performed in accordance with 24 CFR 92.250 (b). The Developer hereby represents and certifies to the City that no government assistance other than the City Loan and the Agency Loan has been obtained or is contemplated to be obtained for the acquisition and rehabilitation of the Property. The Developer agrees to notify t11e City in the event that it applies for or proposes to use other governmental funds for the Property prior to the end of the Affordability Period.

K:\Agmt\Housing1AHA 199 Elmwood v2 Final
June 26, 2001
15 Exhibit B 2 ATTACHMENT 10 - 134
819
504. Limitation Upon Change in Ownership, Management and Control of the Developer.
a. Prohibition. The identity and qualifications of Developer as a locally based, experienced and successful operator of affordable housing projects, and as a "Community Housing Development Organization" (as defined in the HOME Program regulations), are of particular concern to the City and Agency. It is because of this identity and these qualifications that the City and Agency have entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement by assignment • or otherwise, nor shall Developer make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Property, without the prior written approval of the City and Agency pursuant to Subparagraph (c) hereof, except as expressly set forth herein, which approval shall not be unreasonably withheld . . b. Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, City and Agency approval of an assignment or transfer of this Agreement, the City Loan, the Promissory Note, the Deed of Trust, the Regulatory Agreement, or conveyance of the Property or any part thereof pursuant to subparagraph ( c) of this Section 504, shall not be required in connection with any of the following (the "Permitted Transfers''):
(i) Subject to the restrictions of Sections 30 I through' 3 I 1 of this Agreement and the Regulatory Agreement, the lease of units within the Property to qualified tenants. (ii) Assignment for financing purposes, subject to such financing being , reasonably considered and approved by the City and Agency.

In the event of an assignment by Developer not requiring the prior approval of the City and Agency, Developer nevertheless agrees that at least ten (I 0) days prior to such assignment or transfer it shall give written notice to City and Agency of such assignment or transfer. c. City and Agency Consideration of Requested Transfer. The City and Agency agree that they will not unreasonably withhold approval of a request made pursuant to this Section 504, provided (a) the Developer delivers written notice to the City and Agency requesting such approval, and (b) the proposed assignee or transferee possesses comparable operational experience and capability, and comparable net worth and resources, as the proposed transferor or assignor, and (c) the assignee or transferee assumes the obligations of the Developer under this Agreement in a fonn which is reasonably acceptable to the City, and (d) the assignee or transferee is a Community Housing Development Organization. Such notice shall be accompanied by evidence regarding the proposed assignee's or purchaser's qualifications and experience and its financial commitments and resources sufficient to enable the City and Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 504(c) and other criteria as reasonably determined by the City and Agency. Tpe City and Agency shall approve or disapprove the request within thirty (30) days of its receipt of the Developer's notice and all information and materials required herein. In no event, however, shall the City be obligated to approve the assignment or transfer of the City Loan, Promissory Note or Deed of Trust pursuant to this Section 504, except to an approved transferee or assignee of the Developer's rights in and to the Property. d. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and the K:\Agmt\HousinglAHA 199 Elmwood v2 Final
June 26, 200 I
16 Exhibit B 2 ATTACHMENT 10 - 135
820
permitted successors and assigns of the Developer. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 505. No Third Parties Benefited. This Agreement is made and entered into for the sole protection and benefit of the City, the Agency and Developer and their permitted successors and assigns, and no other person or persons shall have any right of action hereon. 506. Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
507. Governing Law. This Agreement and the Loan Documents and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to n;fer to successor statutes or regulations, or amendments thereto. 508. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer, City and Agency.
509. Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing. Where this Agreement requires an approval or consent of the City, such approval may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement on behalf of the City, including without limitation the execution of such documents or , agreements as may be contemplated by this Agreement, revisions to the Schedule of Performance, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder. Where this Agreement requires an approval or consent of the Agency, such approval may be given on behalf of the Agency by the Agency Executive Director or his or her designee. The Agency Executive Director or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement on behalf of the Agency, including without limitation the execution of such ·documents or agreements as may be contemplated by this Agreement, revisions to the Schedule of Performance, and amendments which do not substantially change the uses or restrictions hereunder, or )
substantially add to the costs of the Agency hereunder.

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

DEVELOPER:

BURBANK HOUSING CORPORATION, a
Cal(fornia nonprofit corporation
By:

Its: •
K:\Agmt\Housing1AHA 199 Elmwood v2 Final
June 26, 2001
17 Exhibit B 2 ATTACHMENT 10 - 136
821
)
ATTEST:

VED AS TO FORM:

City A
ATTEST:
)
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
June 26, 2001
CITY:
a California municipal
corporation
By:

City
AGENCY:

AGENCY OF THE CITY
By:

Exedhtive Director
If
18 Exhibit B 2 ATTACHMENT 10 - 137
822
)

EXHIBIT A

LEGAL DESCRIPTION
That real property located in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT l, 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.

K:\Agmt\Housing1A HA 199 Elmwood v2 Final
June 26, 200 I
.,,
Exhibit B 2 ATTACHMENT 10 - 138
823
)

EXHIBITB

PROMISSORY NOTE
$3,007,265.48 (kkn_,2001
Burbank, C~if~rnia
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Developer"), 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 Million Seven Thousand Two Hundred Sixty Five and 48/100 ($3,007,265.48) (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. Agreements. Th.is Promissory Note (the ''Note") is given in accordance with that certain Purchase and Sale Agreement by and between the Agency and Developer, dated November 30, 1999 ("Purchase Agreement"), and an Affordable Housing Agreement executed by the Agency, the City of Burbank and the Developer, dated as of ___ , 2001 (the "AHA"). Under the Purchase Agreement, the Agency provided a loan of 2.8 million dollars to acquire the real property 1 subject to the purchase agreement. As of the date of th.is Note, the Developer has repaid $52,734.52.

Under the AHA, the Agency agreed to loan Developer $100,000 and the City of Burbank agreed to loan Developer $160,000, to which the Agency will collect and administer on behalf of City. The purpose of the Agency Loan and City Loan under the AHA is to assist Developer with the acquisition and rehabilitation of a six-unit rental apartment complex at 199 W. Elmwood Avenue in the City of Burbank. This Note is intended to consolidate the outstanding debt owed by Developer to Agency/City under the Purchase Agreement Note and the AHA. The rights and obligations of the Developer and the Agency under this Note shall be governed by the Purchase Agreement; the AHA, and by the additional terms set forth in this Note.

2. Interest. The Note Amount shall accrue no interest.

3. Repayment of Note Amount. The Note A.mount shall be paid by the Developer's annual payment to the Agency of an amount equal to one hundred percent (100%) of the "Residual Receipts" (as defined below) from operation of the Property (which for the purpose of this Note and the Deed of Trust consists of certain real property improved with ten multifamily apartment complexes 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, 194 West Elmwood and 199 West Elmwood), as determined by a residual receipts calculation from the operation of the Property in the preceding calendar year. Annual residual receipts payments shall be made by the Developer by cashier's check and shall be delivered on or before April 1 of each year during the term of this Note, commencing on April 1, 2002, until the Note Amount has been repaid in full. Any remaining balance of the Note Amount still owing as of November 29, 2029 shall be due and payable on that date. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth'herein.

Exhibit B-1
K:\Agmt\Housing'AHA 199 Elmwood v2 Final
Exhibit B 2 ATTACHMENT 10 - 139
824
}
As used herein, "Residual Receipts" shall mean Income less the Operating Expenses (as defined below) for each calendar year.

As used in this Note "Income" shall mean all gross income and all revenues of any kind from the 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.

As used herein, "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) Notwithstanding anything to the contrary stated in the Purchase Agreement or the Agency Regulatory Agreement_ encumbering the real property subject to the Purchase Agreement, a property management fee not greater than six percent (6%) of gross rents from the Property; (b) asset management fee not greater than two percent (2%) of gross rents from the Property; (c) payments to a capital replacement reserve account in an amount set forth in Section 405 of the Purchase Agreement and Section 12 of the Regulatory Agreement _attached as Exhibit F to the AHA, shall not exceed $65,000; (d) painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services noj 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, (e) costs of operating the Elmwood Achievement Center at 153 West Elmwood Avenue, which shall not exceed $62,000 during calendar year 2000, with the maximum amount subject to an increase of 3.5% in each subsequent year, (f) the Corporation Expenses, which shall not ) exceed $101,000 during calendar year 2000, with the maximum amount subject to an increase of

3.5% in each subsequent year, and (g) other actual, reasonable and customary operating costs and • capital costs which are directly incurred and paid by the Developer. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.

The Operating Expenses, Income and Residual Receipts shall be reported to the Agency annually before April I of each year, accompanied by an annual financial statement with respect to the Property that has been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statement presents the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles, and that the payment made is the amount due under this Note.

Notwithstanding the foregoing, however, the total amount of the principal 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 pther 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 Developer under the Purchase 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 this Note, or this Note, which has not been cured within the period oftime set forth in those documents.

Exhibit B-2
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
' i
i
f
Exhibit B 2 ATTACHMENT 10 - 140
825
Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

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

This Note and the· Deed of Trust shall be prior and superior to all other liens and encumbrances upon the Property, except as otherwise approved by the Agency.

5. Waivers
a. Developer expressly agrees that this Note or any payment hereurider 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 Developer. 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 Developer under this Note, either in whole or in part.
c. The obligations of Developer under this Note shall be absolute and Developer 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. Developer 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.

7. Deed of Trust Acceleration. The Deed of Trust, the Purchase Agreement, and the AHA 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 Developer 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 Developer.

10. Developer Assignment Prohibited. Except in connection with transfers permitted pursuant to Section 504 of the Agreement, in no event shall Developer 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:\Agmt\HousinglAHA 199 Elmwooa v2 ft,!.:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
Exhibit B-3
Exhibit B 2 ATTACHMENT 10 - 141
826
)
1'111111111111 1111111111 1111111111111111111111111 111111 111111

LEAD SHEET
FEE
CODE
20 CODE
19 CODE
9_
Assessor's Identification Number {AIN)
011568198

RECORDED/FILED IN OFFICIAL RECORDS

RECORDER'S OFFICE
AUG

LOS ANGELES COUNTY

CALIFORNIA
23 2001
ATSA.M. - . --

SPACE ABOVE THIS LINE FOR RECORDERS USE
·TITLE(S)
D.T.T.

To Be Completed By Examiner OR Title Company In Black Ink Number of Parcels Shown )

THIS FORM IS NOT TO BE DUPLICATED
\
Exhibit B 2 ATTACHMENT 10 - 142
827
/ ECOADED BY L 1:c. EXHIBITC
)
)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention:
011568198
This document is exempt from the payment of :-i rs>r..<:>n:li1?~•:
·,.::t: pursuant to Uuve1nment Code :,ection 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 .]1ly 12, 2001 • , 200_, by BURBANK HOPSING CORPORATION, a California nonprofit corporation ("Trustor"), whose address is 153 West Elmwood Avenue, Burbank, California 91510, to Lawyers Title ( 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 in such capacity herein 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 Califomia, described as:

See attached Attachment 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 (1) payment of indebtedness in the principal amount of $3,007,265.48 according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (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.

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 perfonn 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 ail of the terms and provisions set tc)l1h 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:

Exhibit C-1
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
V
Exhibit B 2 ATTACHMENT 10 - 143
828
01 1568198 3

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 l'.-23 Sm1 Mateo 477S 175
Glenn 469 76 Santa Barbara 2065 881
Humboldt 801 83 Santa Clara 6626 664
Impetial 1189 701 Santa Cruz 1638 607
Inyo 165 672 Shasta 800 633
Kern 3756 690 San Diego SERJES 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-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Matiposa 90 453 Tehama 457 183
Mendocino 667 99 Ttinity 108 595
Merced 1660 753 Tulare 2530 108
Modoc 191 93 Tuolumne 177 160
lvfono 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 pa1ties hereto, with respect to the prope1ty above desctibed. 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 therefor does not exceed the maximum allowed by law.

The undersigned Truster, 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 nonprofit corporation
) By: ~$1 Y..v~-
Exhibit C-2
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
Exhibit B 2 ATTACHMENT 10 - 144
829
)
~ !'ATE OF CALIFORN1A

COUNTY OF LOS ANGELES
)
) ss.
)
011568198
On ---=Ju=--~--,--1-~_, _d-_0_0----'/'-----, before me, AnqT, ~ e::!;;;; , Notary Public, personally appeared A I /~YI.

D personally lrnown to m_e
-or-
~ proved to me on the basis of satisfactory evidence to be the person(-8}whose name(~subscribed to the within instrument and acknowl~ed to me that~y executed the same in~ authorized capacity(ies'), and that by~ signature'8-) on the instrument the person~, or the · entity upon behalf of which the person~ acted, executed the instrument. ~@ft ft 1f A :0~£~i:~f~i~: C ~ ~ Notary Public - California ~ z - L G Gr :1~;~.;~1;:~~~

OPTIONAL
-l ough 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
Individual
Corporate Officer
Title(s)
D Partner(s)
D Attorney-In-Fact
D Trustee(s)
D • Guardian/Conservator
D Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
)
D Limited
D General
K:\Agmt\Housing\AHA 199 Elmwood v2 Final

DESCRIPTION OF ATTACHED DOCUMENT
Number Of Pages
Date Of Document
Signer{s) Other Than Named Above
L\
Exhibit B 2 ATTACHMENT 10 - 145
830
PARCEL . 1:

EXHIBIT A
LEGAL DESCRIPT!ON 01. 1568198
I
I
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 ~.NGELES, 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, 10 AND 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 ,OS 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:

CONTINUED
)
Exhibit B 2 ATTACHMENT 10 - 146
831
)
)
ATTACHMENT "A" OJ .. 1568198

LEGAL DESCRIPTION
That real property located in the State of California, County of Los Angeles, City of Burbank, and desctibed as follows:

See Attached
Attachment A
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
Exhibit B 2 ATTACHMENT 10 - 147
832
011568198 7
COMMENCING AT THE SOUTHEAST CORNER OF LOT 6 OF SAID TRACT; THENCE NORTH 41° 15' 55" EAST ALONG THE NORTHWESTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUE 1

19.06 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 35.00 FEET; THENCE 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 SOUTHEASTERLYi HAVING A RADIUS OF

40. 00 FEET; THENCE NORTHEASTERLY ALONG SAID REVERSE' CURVE THROUGH A CENTRAL • . ANGLE OF 71 ° 2 0' 10" AN ARC LENGTH OF 4 9 . 8 0 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 11 EAST; THENCE CONTINUING SOUTHEASTERLY ALONG SAI.D RESERVE CURVE CONCJI.VE A CENTRAL ANGLE OF 97° 10' 51" AN ARC LENGTH OF 67.85 FEET TO A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUE, A R..n..DIAL 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:

LO 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS F.NGELES, STATE OF C.n,,I,IFORNIA, AS PER M.~P RECORDED IN BOOK 420, PAGES 33 fa.ND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID CotJNTY.

End of Legal Description
Exhibit B 2 ATTACHMENT 10 - 148
833
)

EXHIBITD

SCHEDULE OF PERFORMANCE

1. Close of Escrow

2. Developer's commencement of the
Rehabilitation.

3. Developer's completion of the
Rehabilitation.

4. Issuance of Certificate of Completion
K:\Agmt\Housing1AHA 199 Elmwood v2 Final
Upon satisfaction of Conditions Precedent to
Disbursement of the Agency Loan and the
City Loan, but not later than September 3,
2001.

Within 90 days of the Developer's acquisition
of the Property, but not later than December 1,
2001.

Within 4 months after the commencement of
the Rehabilitation, but not later than April I,
2002.

Within 45 days of completion of
Rehabilitation, but not later May 16, 2002.

Exhibit D-1
Exhibit B 2 ATTACHMENT 10 - 149
834
)

EXHIBIT E

SCOPE OF DEVELOPMENT
The Scope of Development will consist of rehabilitation of the buildings and grounds located at 199 W. Elmwood A venue in the City of Burbank. The rehabilitation work will at a minimum bring the Property into conformance with all uniform codes and municipal standards designed to protect the public welfare and safety. Prior to commencement of work, an assessment will be completed to determine the condition of each apartment and the project common area. Each apartment will be rehabilitated based upon the findings of the assessment survey. The rehabilitation work for each apartment on an as-needed basis would include repairs and/or replacement in the following areas:

Apartment Interiors:

Building Exteriors:

Common Areas:

Bathrooms, kitchens, bedrooms, living rooms and halls
Walls, roofs, door and windows
Landscape and hardscape areas, parking and garage/carport areas. '< ..

Exhibit E-1
K:\Agmt\Housing\AHA 199 Elmwood v2 Final
Exhibit B 2 ATTACHMENT 10 - 150
835
✓ 't,. \r
JAi,,

AFFORDABLE HOUSING AGREEMENT
tiC THIS A_!10 ABLE HOUSING AGREEMENT (the "Agreement") is entered into this .,- "d:ay of _ ~r-"""'""'""'"+-----' 2017 by and among the CITY OF BURBANK, a California municipal corporation (t e "City"),the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic ("Authority"), 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 rehabilitation and operation of housing affordable to lower, very low, and extremely low income families.

B. Effective February 1, 2012, the redevelopment dissolution bill, AB IX 26, eliminated redevelopment agencies in the State of California but authorized local housing authorities to accept the former redevelopment agencies housing assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Housing Authority of the City of Burbank ("Authority") consented to accept the Redevelopment Agency of the City of Burbank ("Agency") housing duties.

C. The Developer is proposing the rehabilitation of IO units located at 153, 159 and 199 Elmwood Avenue, in the City of Burbank (the "Property"), located on the land more particularly described in the Legal Description attached hereto as Exhibit A, and incorporated herein by reference. The exact units may be located in one or each of the three buildings at Developer's selection.

D. City desires to provide financial assistance to Developer in the form of a loan of HOME funds up to the amount of Four Hundred, Forty-Two Thousand, Five Hundred Dollars ($442,500) (the "City Loan"), towards the rehabilitation of the Property. In consideration for the City Loan, the Developer desires to rehabilitate the Property, and to maintain the Property as an affordable housing project.

E. The rehabilitation and operation of the Property pursuant to this Agreement is in the vital and best interest of the City and the health, safety and welfare of the residents of the City, and in accord with the public purposes and provisions of applicable state and local laws and requirements.

F. On March 21, 2006, Developer, Agency, and City entered into a Loan Agreement which restated and amended prior Affordable Housing Agreements as to eleven (I I) incomerestricted projects, and combined all properties into one loan agreement. Subsequently ten ( I 0) additional properties were added which either restated the Loan Agreement or amended it (I 57 West Linden Avenue/ 160 West Elm Court; 261 West Verdugo Avenue; 2219-2329 North Niagara Street, 2406 N. Naomi Street, 275 Verdugo A venue, 26 I 5 Thornton A venue, 225 Linden A venue, 2234 Catalina, 2223-2235 Catalina Street and 2300 Niagara Street). A new Master Loan Agreement includes cross collateralization and cross default clauses, as further security for the Authority and City. Additionally, a new deed of trust was recorded on all projects securing the combined debt of Developer. The deed of trust recorded on October 25, 2006 as Instrument No. 06 2369323 in the Los Angeles County Recorders Office, states that it "secures all indebtedness owed to Beneficiary [City and Agency] .... for future amounts made from time to time, according to the terms of promissory notes made by Trustor [BHC]" and as to "payment of additional sums and interest thereon which Elmwood Preservation Project ML CLEAN 7-3-17 Page I
Exhibit B 3 ATTACHMENT 10 - 151
836
•
may hereafter be loaned to Trustor ... when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust as modified, and when this Deed of Trust is amended to include additional obligation.

G. In conjunction with the approval of this Agreement, the parties have amended the Master Loan Agreement on July 11, 2017, the terms of which are incorporated herein by this reference.

NOW, THEREFORE, the parties hereto agree as follows:
100. CITY ASSISTANCE
101. City Loan. In accordance with HOME Regulations, 24 CFR Part 92, the City agrees to loan to the Developer the amount of Four Hundred, Forty-Two Thousand, Five Hundred ($442,500) (the "City Loan") for the rehabilitation of the Property. The Loan subject to the terms and conditions set forth in this Agreement, and subject further to the terms and conditions set forth within the documents and instruments executed by the Developer in connection with this transaction, including the notes and deed of trust attached hereto as Exhibit "B-1" and Exhibit "B-2" and "C" and the "Regulatory Agreement," in substantially the form set forth in Exhibit D and subject to the Master Loan Agreement. No interest shall accrue on the City Note, the term of which shall be fiftyfive years from the date the Promissory Note is executed (the "Note Term"). Developer shall have no obligation to repay the City Loan or Promissory Note, or make any installment payments thereon, unless and until Developer commits a material default of this Agreement, the Promissory Note, Deed of Trust, or Regulatory Agreement, and fails to cure said default within the time periods provided in those documents, if any. Upon the occurrence of any uncured material default by the Developer, the City Loan shall be immediately repaid to the City. At the end of the Note Term, provided Developer has not committed or caused the occurrence of a material default of this Agreement, the Promissory Note, Deed of Trust, or the Regulatory Agreement, the City Loan shall be forgiven in its entirety and the City shall, upon the request by Developer, execute and record a partial reconveyance deed removing the portion of the deed of trust attributable to the City Loan from title. The City Loan shall be disbursed to or on behalf of the Developer for the remaining portion of the cost of the rehabilitation of the Property. The City Loan shall be disbursed to or on behalf of the Developer upon the satisfaction of the conditions set forth in Section l 03 hereof. The City Loan shat l be used to fund Four Hundred, Forty-Two Thousand, Five Hundred ($442,500), towards the rehabilitation and household moving expenses for those who voluntarily move in or outside of the Property.

I 02. Reserved.
103. Conditions Precedent to Disbursement of City Loan. The City Loan shall be disbursed to or on behalf of the Developer upon the satisfaction of the following conditions (and without any retention requirements):
a. Execution and Delivery of Documents. Developer shall have executed and delivered to the Burbank Housing Authority the respective Promissory Note, the Deed of Trust, and the Regulatory Agreement, and any other documents and instruments required to be executed and delivered by Developer (collectively, the "Loan Documents"). The Deed of Trust shall be a first priority lien upon the Property and shall be a non-recourse obligation of the Developer. b. Insurance. The Developer shall have presented a certificate to the City and Authority of the insurance policies which are required pursuant to this Agreement.

Elmwood Preservation Project ML CLEAN 7-3-17 Page2
Exhibit B 3 ATTACHMENT 10 - 152
837
'
c. Title Insurance. If desired by the City, the requesting party or parties shall have received from a title insurance company approved by the requesting party or parties a policy of lender's title insurance with mechanic's lien coverage, together with such endorsements as the insured party may require, which shall insure the deed of trust of the requesting party or parties as a valid lien upon the Property, in the lien priority required by this Agreement, and subordinate only to those liens and encumbrances reasonably approved by the insured party. d. Title to Land. The Developer has good and marketable fee title to the Property, and there will exist thereon or with respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than the liens for current real property taxes and assessments not yet due and payable, and any other matters approved in writing by the City and Authority.
e. Recordation. The Deed of Trust and the Regulatory Agreement shall be recorded against the Property concurrently with or prior to the time of the first disbursement of the City Loan.
f. Request for Payment. For payment of Rehabilitation costs, Developer shall have submitted a request for payment to the City and Authority on a form supplied by the City and Authority, together with invoices from contractors and subcontractors and any other requested information and documents, indicating that the particular item of Rehabilitation work for which payment is being requested is complete.
g. Inspection of Work. The City shall have inspected and determined that such Rehabilitation work has been completed in accordance with this Agreement and has been completed in a satisfactory manner in accordance with the standards of the construction industry. h. No Default. There shall exist no condition, event or act which would constitute an Event of Default (as hereinafter defined) hereunder or which, upon the giving of notice or the passage of time, or both, would constitute an Event of Default. i. Representations and Warranties. All representations and warranties of Developer herein contained shall be true and correct.
104. Assumption of City Loans. Except in connection with transfers approved or permitted pursuant to this Agreement, no Promissory Note may be assigned or assumed by successors and assigns of Developer. In no event, however, shall Promissory Note be assigned except in connection with the conveyance of the Property to the person or entity which acquires the Property, as approved by the City in its sole and absolute discretion. 105. Condition of the Property. The following requirements shall apply to the Property:
105.1 Indemnification. Developer shall save, protect, pay for, defend, indemnify and hold harmless the City and the Authority and their officers, employees, representatives and agents, from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, attorneys' fees and remedial and response costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which may now or in the future be incurred or suffered by the City, Authority or their officers, employees, representatives or agents by reason of, resulting from, in connection with or arising in any manner whatsoever as a direct or indirect result of the presence on or under, or the escape, E1mwood Preservation Project ML CLEAN 7-3-17 Page l
Exhibit B 3 ATTACHMENT 10 - 153
838
seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Materials which is caused by Developer, or its agents, employees, representatives, agents, contractors or invitees.
105.2 Duty to Prevent Hazardous Material Contamination. During the Rehabilitation and operation of the Property, the Developer shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. The Developer shall notify the City and Authority, and provide to the City and Authority a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the City and Authority, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment.
105.3 Definitions.
"Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Developer or the Property. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous 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 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq.
200. REHABILITATION OF THE IMPROVEMENTS.
201. Rehabilitation of the Property. The Developer agrees to rehabilitate the Property in accordance with the Scope of Work, attached hereto as Exhibit E and incorporated herein by reference, the Federal Housing Quality Standards, 24 CfR §882.109, the City Municipal Code and all other applicable state and local codes, rehabilitation standards, ordinances and zoning ordinances, the lead based paint requirements of24 CFR part 35, and accessibility standards pursuant to 24 CFR Elmwood Preservation Project ML CLEAN 7-3-17 Page4
"
Exhibit B 3 ATTACHMENT 10 - 154
839
,.
part 8 (the "Rehabilitation"). The Rehabilitation shall be conducted in such a manner so as to avoid or minimize tenant displacement to the greatest extent feasible, in accordance with the provisions of Section 209.2 hereof. The Developer further agrees to comply with and to cause any contractors and/or subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. l 70u, and the implementing regulations, in connection with the Rehabilitation of the Property. Developer shall submit to the City and Authority one or more construction contracts with a duly licensed contractor or contractors reasonably acceptable to the City and Authority providing for the Rehabilitation of the Property in conformance with the terms of this Agreement. Each such contractor or contractors shall have provided to the City and Authority the certification in appendix B of 24 CFR part 24 that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation from this project, and the City and Authority shall be responsible for determining whether each contractor has been debarred. The City and Authority shall reasonably approve such contract or contracts if the City and Authority finds that such contractor or contractors have sufficient experience and expertise necessary to perform the Rehabilitation of the Property in a first class manner in accordance with all of the requirements of this Agreement. 202. Scope of Work. The City and Authority shall not be responsible to the Developer or to third parties in any way for any defects in the Scope of Work, nor for any structural or other defects in any work done according to the approved Scope of Work. The Developer shall hold harmless, indemnify and defend the City and the Authority and their officers, employees, agents and representatives from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Scope of Work, including without limitation the violation of any laws, and for defects in any work done according to the approved Scope of Work. 203. Cost of Rehabilitation. Developer shall be responsible for funds necessary to complete the Rehabilitation of the Property; provided, however, that in the event that Developer has insufficient funds to fund such work, the Authority shall reasonably consider deleting certain work from the Scope of Work, in order to assure that there are sufficient funds for the Rehabilitation. 204. Timing of Rehabilitation. The Developer hereby covenants and agrees to commence the Rehabilitation of the Property within 12 months as set forth in the Schedule of Performance, attached hereto as Exhibit F and incorporated herein by reference. The Developer further covenants and agrees to diligently prosecute to completion the Rehabilitation of the Property in accordance with the approved Scope of Work and to file a Notice of Completion pursuant to California Civil Code Section 3093 within the time set forth in the Schedule of Performance. 205. City and Other Governmental Permits. Before commencement of the Rehabilitation of the Property, the Developer shall secure or cause its contractor to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits. The Developer shall pay all necessary fees and take all actions necessary to obtain such permits; the staff of the City and Authority will, without obligation to incur liability or expense therefor, use its best efforts to expedite the City's issuance of building permits for construction that meets the requirements of the City Code, and all other applicable laws and regulations.
206. Right of the City and Authority to Satisfy Other Liens on the Property After City Loans Disbursement. After the Developer has had written notice and has failed after a reasonable time to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Property which are not otherwise permitted under this Agreement, the City and the Authority shall have the right but no obligation to satisfy any such liens or encumbrances. Notwithstanding the Elmwood Preservation Project ML CLEAN 7-3-17 Page 5
•
Exhibit B 3 ATTACHMENT 10 - 155
840
(
above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance applicable to the Developer in respect thereto. 207. Insurance and Indemnity. The Developer shall take out and maintain or shall cause its contractor to take out and maintain until the issuance of the Certificate of Completion pursuant to this Agreement, a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy. All policies shall protect the Developer, 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. Developer shall also take out and maintain a policy of property damage insurance, with the policy amount in the full replacement value of the Property. The Developer shall also furnish or cause to be furnished to the City and Authority evidence satisfactory to the City and Authority that Developer and any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Prior to the Developer's procurement or renewal of an insurance policy, and not less than annually in any case, the Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the City and Authority setting forth the general provisions of the insurance coverage.

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 Developer 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 furnished by the Developer at the time set forth therefor in the Schedule of Performance. Developer 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 addition to the foregoing, the Developer shall defend, indemnify, assume all responsibility for, and hold 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 attorneys fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall not be liable for property damage or bodily injury to the extent occasioned by the sole negligence of the Authority or City or its agents or employees.
208. Entry by the City and Authority. Developer shall permit the City and the Authority, through their officers, agents or employees, at all reasonable times to enter onto the Property and inspect the Property and work of Rehabilitation to determine that the same is in conformity with the Scope of Work and all the requirements hereof. The City and Authority intend that the Property will be inspected not less than annually to ensure compliance with the requirements of this Agreement. Developer acknowledges that the City or Authority is under no obligation to Elmwood Preservation Project ML CLEAN 7 •3· 17 Pagc6
Exhibit B 3 ATTACHMENT 10 - 156
841
supervise, inspect, or inform Developer of the progress of construction, and Developer shall not rely upon the City or Authority therefor. Any inspection by the City and/or Authority is entirely for its purposes in determining whether Developer is in default under this Agreement and/or compliance with City building codes and is not for the purpose of determining or informing Developer of the quality or suitability of construction. Developer shall rely entirely upon its own supervision and inspection in determining the quality and suitability of the materials and work, and the performance of architects, subcontractors, and material suppliers.
209. Compliance with Laws. The Developer shall carry out the acquisition, design, Rehabilitation and operation of the Property in conformity with all applicable laws, including all applicable federal and state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section I l 135, et seq., and the Unruh Civil Rights Act, Civil Code Section 5 I, et seq.
209.1 Taxes and Assessments. The Developer shall be entitled to apply for and receive a full or partial exemption from the payment of property taxes and assessments which would be assessed upon the Property. The Authority does not represent or warrant to the Developer that such an exemption will be available to the Developer. The Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Property, subject to the Developer's right to contest in good faith any such taxes or to receive an exemption from the payment of such taxes as provided above.
209.2 Relocation.
a. Timing of Rehabilitation. The Rehabilitation of the Property shall be conducted in such a manner as to prevent, any permanent or temporary displacement of existing tenants of the Property in accordance with applicable law. All current tenants of the Property will vacate their units voluntarily. The Developer shall commence the Rehabilitation of an available unit(s) as soon as possible thereafter consistent with the Schedule of Performance, and shall not release such unit until after the completion of the Rehabilitation of such unit. b. Cost of Relocation. This Project does not involve the displacement of tenants.
209.3 Liens and Stop Notices. The Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Property the Developer shall within thirty (30) days of such recording or service or within five (5) days of the demand of the City or Authority, whichever last occurs: pay and discharge the same; or effect the release thereof by recording and delivering to the City and Authority a surety bond in sufficient form and amount, or otherwise; or provide the City with other assurance which the City and Authority deem, in their sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of City and Authority from the effect of such lien or bonded stop notice. 209.4 HOME Program Requirements. The City Loans will be provided through funds provided to the City from the HOME Investment Partnership Act, 42 U.S.C. § 12701, et seq., as it now exists and as it may hereafter be amended, pursuant to the implementing regulations set forth at 24 CFR 92, as they now exist and as they may hereafter be amended (the "HOME Elmwood Preservation Project ML CLEAN 7-3-17 Page 7
Exhibit B 3 ATTACHMENT 10 - 157
842
Program"). Accordingly, the Developer shall comply with all applicable requirements of the HOME Program, as it now exists or may hereafter be amended. Specifically, without limitation, as applicable, the Rehabilitation shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §327a - 332) and other federal laws and regulations pertaining to labor standards. Upon request, the City shall provide to the Developer a copy of applicable HOME Program requirements. 300. OPERATION OF HOUSING
301. Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease at an Affordable Rent (the "Affordable Units"):

Three (3) two-bedroom units within the Property to households with incomes that do not exceed the stricter of: (i) the qualifying limits for Very-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 50105 for Very-Low Income Households, adjusted for household size; and
Two (2) two-bedroom units and five (5) one-bedroom units within the Property to households with income that do not exceed the stricter of: (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 50079.5 for LowIncome Households, as adjusted for households size.

The HOME affordable units will float within the Property. The Developer shall comply with the terms set forth below and in the Regulatory Agreement which is attached hereto as Exhibit D and incorporated herein by reference. Any variation from these requirements must comply with the procedure set forth in Section 313 of this Agreement.

The Developer shall annually submit to the City and the Authority a completed income computation and certification form, in a form to be provided by the City and Authority, and such forms may change from time to time. The Developer shall certify that each tenant of the Property meets the income restrictions of this Section 301. The Developer shall obtain an income certification from the tenant of the Property which shall certify that the income of the tenant is truthfully set forth in the income certification form. Unless otherwise specified by the Authority or City, the Developer shall verify the income certification of the tenant in accordance with HUD or HCD regulations which may include one or more of the following methods:
a. obtain two (2) paycheck stubs from the tenant's two (2) most recent pay periods, if any.
b. obtain a true copy of an income tax return from the tenant for the most recent tax year in which a return was filed.
c. obtain an income verification certification from the employer of the tenant.
d. obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the tenant receives assistance from such agencies.

Elmwood Preservation Project ML CLEAN 7-3-17 Page a
Exhibit B 3 ATTACHMENT 10 - 158
843
'
e. obtain an alternate form of income verification reasonably requested by the Developer, if none of the above forms of verification is available to the Developer. 302. Affordable Rent. The maximum Monthly Rent chargeable to income eligible households shall be annually determined by the City and Authority in accordance with the HOME Program requirements. The maximum rent that the Developer may change any household occupying an affordable unit shall meet the following requirements:
a. The Monthly Rent payable by a tenant who meets the income limits for verylow income households shall not exceed the lesser of: a.) HOME Program Low HOME income rents as established and amended annually by the United States Department of Housing and Urban Development (HUD), adjusted for number of bedrooms in the unit, as well as the reasonable monthly utility allowance; orb.) the very-low income rents set forth in Health & Safety Code Section 50053 and Section 50 l 06 based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance
b. The Monthly Rent payable by a tenant who meets the income limits for Low Income Households shall not exceed the lesser of: a.) HOME program High HOME income rents as established and amended annually by the United States Department of Housing and Urban Development (HUD), adjusted for number of bedrooms in the unit, as well as the reasonable monthly utility allowance; orb.) the Low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance. c. Notwithstanding the foregoing, however, if after the tenant's initial occupancy of the housing unit, the tenant's income increases to greater than the qualifying limits set forth above, the Monthly Rent charged by Developer shall not exceed thirty percent (30%) of the tenant's adjusted income.
e. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of the Property and land and required facilities associated therewith (including parking), (b) any separately charged fees or service charges assessed by the Developer which are required of all tenants, other than security deposits, ( c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. 303. Lease Requirements. Prior to disbursement of the City Loans, the Developer shall submit a standard lease form to the City for its approval. The City shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program and the HOME Regulations. The Developer shall enter into a written lease, in the form approved by the City, with each tenant of the Property.

Elmwood Preservation Project ML CLEAN 7-3-17 Page 9
Exhibit B 3 ATTACHMENT 10 - 159
844
'
305. Selection of Tenants. The Property shall be leased to current tenants selected by the Developer who meet all of the requirements provided herein. The Developer shall adopt a tenant selection system in confonnance with Section 92.253(e) of the HOME Regulations, which shall be approved by the City in its reasonable discretion, which establishes a chronological waiting list system and/or random lottery system for selection of tenants. The Developer shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a HOME Program, Section 8 program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
306. Affordability Period. Affordability Period means the duration of the affordable housing requirements which are set forth in this Agreement and the Regulatory Agreement. The project shall be subject to the requirements herein in perpetuity commencing upon the completion of the rehabilitation. For purposes of this Section, "in perpetuity" was defined with the last project approval in 2015 and means the useful life of the Property with the land use controls imposed, but not less than fifty-five (55) years, which exceeds the HOME minimum affordability requirement of 15 years. The duration of this requirement shall be known as the "Affordability Period." 307. Occupancy Standards. To the extent legally possible, occupancy of the Affordable Units shall be limited to two persons per bedroom plus one additional person. Notwithstanding the foregoing, however, no residents of the Affordable Units as of the date of this Agreement shall be evicted from their apartment units solely because such residents do not meet the occupancy standards requirements of this Section 307.
308. Maintenance. The Developer shall maintain or cause to be maintained the interior and exterior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOME Regulations, the standard of maintenance of similar housing units within Los Angeles County, California, and the standards required by the City Municipal Code. If at any time Developer fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the City or Authority with respect to graffiti, debris, waste material, and general maintenance, or thirty days after written notice from the City or Authority with respect to landscaping and building improvements, then the City and Authority, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Property and perfonn all acts and work necessary to protect, maintain, and preserve the Property and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City or Authority and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to the City or Authority, as appropriate, upon demand.
309. Management Plan. The Developer shall submit for the approval of the City and Authority a "Management Plan" which sets forth in detail the Developer's property management duties, the affinnative marketing procedures in accordance with Section 304 hereof, the tenant selection process in accordance with Section 305 hereof, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of the Property and manner of enforcement, a standard lease fonn in accordance with Section 303 hereof, the identity of the manager of the Property (the "Property Manager"), and other matters relevant to the management of the Property. The Management Plan shall require the Developer to adhere to a fair lease and grievance procedure and provide a plan for tenant Elmwood Preservation Project ML CLEAN 7-3-17 Page 10
Exhibit B 3 ATTACHMENT 10 - 160
845
f
participation in management decisions. The management of the Property shall be in compliance with the Management Plan which is approved by the City and Authority.

If the City or Authority determines that the performance of the Property Manager is deficient based upon the standards set forth in the Management Plan and in this Agreement, the City and/or Authority shall provide notice to the Developer of such deficiencies, and the Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been cured within the time set forth in Section 40 l hereof, the City and the Authority shall each have the right to require the Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City and Authority, which is not related to or affiliated with the Developer, and which has not less than five (5) years experience in property management, including significant experience managing affordable multifamily residential development of the size, quality and scope of the Property. 310. Monitoring and Recordkeeping. Throughout the Affordability Period, Developer shall comply with all applicable recordkeeping and monitoring requirements set forth in Section

92.508 (or successor regulation) of the HOME Regulations and Health and Safety Code Section 33418 and shall annually complete and submit to City and Authority a Certification of Continuing Program Compliance in the form provided by the City and Authority. Representatives of the City and Authority shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Property, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the City and Authority in making the Property available for such inspection or audit. If for any reason the City or Authority is unable to obtain the Developer's consent to such an inspection or audit, the Developer understands and agrees that the City and Authority may obtain at Developer's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. Developer agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement.
311. Non-Discrimination Covenants. Developer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account ofrace, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Developer itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Developer shall also comply with the equal opportunity and fair housing requirements set forth in Section 92.350 of the HOME Regulations. The covenants established in this Section 311 shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and Authority and their successors and assigns, and shall remain in effect in perpetuity. 312. Regulatory Agreement. The requirements of this Agreement which are applicable after the disbursement of the City Loans are set forth in the "Regulatory Agreement" which is attached hereto as Exhibit D and incorporated herein by reference. The execution and recordation of the Regulatory Agreement is a condition precedent to the disbursement of the City Loans. 313. Leasing Affordable Units Below Income Level Designations. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Authority'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 Section 301 of this Elmwood Preservation Project ML CLEAN 7-3-17 Page 11
Exhibit B 3 ATTACHMENT 10 - 161
846
t
Agreement. 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 Affordable Unit must have a household income that meets the appropriate income designation (depending on the unit redesignation) as set forth below:
a.) Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for Very-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 50105 for Very-Low Income Households, adjusted for household size; ano includes Extremely-Low Income Households.
b.) 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 Extremely Low and Very-Low Income Households.

In order to maintain the household income mix set forth in Section 301 above, 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. 400. DEFAULT AND REMEDIES
401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Notes, and/or the Deed of Trust, 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 party shall not be in Default if such party cures such default within five (5) days if the claimed Default is a failure to pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder. 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 thirty (30) 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 Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and 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 City and Authority shall each have the right (but not be obligated to) cure such default.

In such event, the City and Authority shall be entitled to reimbursement from the Developer of all costs and expenses they have actually incurred in curing such default. The City or Authority (as Elmwood Preservation Project ML CLEAN 7-3-17 Page 12
Exhibit B 3 ATTACHMENT 10 - 162
847
applicable) shall be entitled to add the amount incurred by it to the amounts owing pursuant to the Promissory Note, and secured by the Deed of Trust.
402. Remedies. The occurrence of any Event of Default shall give the nondefaulting party the right to proceed with any and all remedies set forth in this Agreement and/or, the Promissory Note, the Deed of Trust or Regulatory Agreement (collectively, the "Loan Documents"), including an action for damages, an action or proceeding at law or in equity to require the defaulting party to perform its obligations and covenants under the Loan Documents or to enjoin acts or things which may be unlawful or in violation of the provisions of the Loan Documents, and the right to terminate this Agreement. In addition, the occurrence of any Event of Default by Developer will relieve the City and Authority of any obligation to perform hereunder, including without limitation to make or continue the City Loans, and the right to cause all indebtedness of the Developer to the City under this Agreement and the Promissory Note, together with any accrued interest thereon, to become immediately due and payable.
403. Force Majeure. Subject to the party's compliance with the notice requirements as set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include the following: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity (except that the acts or failure to act of the City or Authority shall not excuse performance of the City or Authority hereunder). An extension of the time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause.

Inability to obtain financing for the acquisition or operation of the Property shall not constitute an event beyond the control of the Developer for purposes of this Section 403. 404. Attorneys' Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder or under any of the Loan Documents, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. 405. Remedies Cumulative. No right, power, or remedy given by the tenns of this Agreement or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise. 406. Waiver of Terms and Conditions. Any party may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition.
407. Non-Liability of City and Authority Officials and Employees. No member, official, employee or agent of the City or Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or Authority or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.

Elmwood Preservation Project ML CLEAN 7-3-17 Page 13
Exhibit B 3 ATTACHMENT 10 - 163
848
500. GENERAL PROVISIONS
501. Time. Time is of the essence in this Agreement.
502. Notices. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party 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:

Developer:

City:

Authority:

Burbank Housing Corporation
1819 Grismer A venue
Burbank, California 91504
Attn: Executive Director
City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Community Development Director
Housing Authority of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
Such addresses may be changed by notice to the other party given in the same manner as provided above.
503. Representations and Warranties of Developer. Developer hereby represents and warrants to the City as follows:
a. Organization. Developer is a duly organized, validly existing nonprofit corporation in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted. b. Authority of Developer. Developer has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereunder, to execute and deliver the Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, to acquire, Rehabilitate and operate the Property, and to perform and observe the terms and provisions of all of the above. c. Valid Binding Agreements. This Agreement and the Loan Documents and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of Developer enforceable against it in accordance with their respective terms.

Elmwood Preservation Project ML CLEAN 7-3-17 Page l4
Exhibit B 3 ATTACHMENT 10 - 164
849
. ,
d. Pending Proceedings. Developer is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Developer, threatened against or affecting Developer or the Property, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Developer, materially affect Developer's ability to repay the City Loans or impair the security to be given to the City and/or Authority pursuant hereto.
e. Layering Review. The Developer acknowledges that a layering review was performed in accordance with 24 CFR 92.250 (b). The Developer hereby represents and certifies to the City that no government assistance other than the City Loans has been obtained or is contemplated to be obtained for the acquisition and rehabilitation of the Property. The Developer agrees to notify the City and Authority in the event that it applies for or proposes to use other governmental funds for the Property prior to the end of the Affordability Period. 504. Limitation Upon Change in Ownership, Management and Control of the Developer.
a. Prohibition. The identity and qualifications of Developer as a locally based, experienced and successful operator of affordable housing projects, and as a "Community Housing Development Organization" (as defined in the HOME Program regulations), are of particular concern to the City and Authority. It is because of this identity and these qualifications that the City and Authority have entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement by assignment or otherwise, nor shall Developer make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Property, without the prior written approval of the City and Authority pursuant to Subparagraph ( c) hereof, except as expressly set forth herein, which approval shall not be unreasonably withheld. b. Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, City and Authority approval of an assignment or transfer of this Agreement, the City Loans, the Promissory Note, the Deed of Trust, the Regulatory Agreement, or conveyance of the Property or any part thereof pursuant to subparagraph ( c) of this Section 504, shat I not be required in connection with any of the following (the "Permitted Transfers"):
(i) Subject to the restrictions of Sections 30 I through 311 of this Agreement and the Regulatory Agreement, the lease of units within the Property to qualified tenants. (ii) Assignment for financing purposes, subject to such financing being considered and approved by the City and Authority.

In the event of an assignment by Developer not requiring the prior approval of the City and Authority, Developer nevertheless agrees that at least ten (10) days prior to such assignment or transfer it shall give written notice to City and Authority of such assignment or transfer. c. City and Authority Consideration of Requested Transfer. The City and Authority agree that they will not unreasonably withhold approval of a request made pursuant to this Section 504, provided (a) the Developer delivers written notice to the City and Authority requesting such approval, and (b) the proposed assignee or transferee possesses comparable operational experience and capability, and comparable net worth and resources, as the proposed transferor or assignor, and (c) the assignee or transferee assumes the obligations of the Developer under this Elmwood Preservation Project ML CLEAN 7-3-17 Page IS
Exhibit B 3 ATTACHMENT 10 - 165
850
• J
Agreement in a form which is reasonably acceptable to the City and Authority, and (d) the assignee or transferee is a Community Housing Development Organization. Such notice shall be accompanied by evidence regarding the proposed assignee's or purchaser's qualifications and experience and its financial commitments and resources sufficient to enable the City and Authority to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 504(c) and other criteria as reasonably determined by the City and Authority. The City and Authority shall approve or disapprove the request within thirty (30) days of its receipt of the Developer's notice and all information and materials required herein. In no event, however, shall the City or Authority be obligated to approve the assignment or transfer of the City Loans, Promissory Note or Deed of Trust pursuant to this Section 504, except to an approved transferee or assignee of the Developer's rights in and to the Property.
d. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 505. No Third Parties Benefited. This Agreement is made and entered into for the sole protection and benefit of the City, the Authority and Developer and their permitted successors and assigns, and no other person or persons shall have any right of action hereon. 506. Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
507. Governing Law. This Agreement and the Loan Documents and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. 508. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer, City and Authority. City and Authority shall maintain authority of this Agreement and the authority to implement this Agreement through the City Manager and through the Authority's Executive Director (or their respective duly authorized representatives). The City Manager and the Authority's Executive Director (or their respective duly authorized representatives) shall have the authority to make approvals, issue interpretations, execute documents, and/or enter into certain amendments of this Agreement, on behalf of City and Authority, respectively, including but not limited to reasonable requests of Developer, or the requirements of the HOME Program, so long as such actions do not materially or substantially change the uses or development permitted on the Property, or add to the costs incurred or to be incurred by City and Authority as specified herein, and such approvals, interpretations and/or amendments may include extensions of time to perform as specified in the Schedule of Performance. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council and A":fthority Board.
509. Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing. Where this Agreement requires an approval or consent of the City, such approval may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement on behalf of the City, including without limitation the execution of such documents or Elmwood Preservation Project ML CLEAN 7-3-17 Page 16
•
Exhibit B 3 ATTACHMENT 10 - 166
851
agreements as may be contemplated by this Agreement, revisions to the Schedule of Performance, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder. Where this Agreement requires an approval or consent of the Authority, such approval may be given on behalf of the Authority by the Authority Executive Director or his or her designee. The Authority Executive Director or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement on behalf of the Authority, including without limitation the execution of such documents or agreements as may be contemplated by this Agreement, revisions to the Schedule of Performance, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the Authority hereunder. 510. Exhibits if executed. When Exhibits are executed as if an original document, then it will be assumed that the intent of the signatory was that such exhibit be treated as a stand alone original, and not merely as an exhibit.

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

Elmwood Preservation Project ML CLEAN 7-3-17
DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
CITY:

CITY OF BURBANK, a California municipal
corporation
By:

Name: - ~~:..:.==-- .,,..:...:..:;;:~~-=----.-----__,,..~~,.-- Title: Con\mv{l ,
P~l?
•
Exhibit B 3 ATTACHMENT 10 - 167
852
ATTEST:

AUTHORITY:

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
C: ~;:)_ ~-------- Zizette Mullin';, MMC, City Clerk
Approved as to Form
Office of the City Attorney
Bflrtt Rff:/!;J Asst. City Attorney
Elmwood Preservation Project ML CLEAN 7-3-17 Page l8
Exhibit B 3 ATTACHMENT 10 - 168
853
f :I, ' (

EXHIBIT A

LEGAL DESCRIPTION
That real property located in the State of California, County of Los Angeles, City of Burbank, and described as follows:
153 and 159 West Elmwood Avenue
LOTS 8, 9, 10 AND 11 OF 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.
199 West Elmwood A venue
LOT 1, 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.

Elmwood Preservation Project ML CLEAN 7-3-17 Page 1
Exhibit B 3 ATTACHMENT 10 - 169
854
Elmwood Preservation Project ML CLEAN 7-3-17

PROMISSORY NOTE
[See the page that follow]
Exhibit B 3 ATTACHMENT 10 - 170
855
.. • ' t
$442,500

PROMISSORY NOTE
(CITY)
153, 159 and 199 Elmwood A venue, in the City of Burbank, California ______ ,2017
Burbank, California
FOR V ALOE 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 Four Hundred, Forty-Two Thousand, Five Hundred Dollars ($442,500 .00) 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, Housing Authority and the Borrower, dated as of _______ , 2017 (the "Agreement") and the Master Loan Agreement dated July _ , 2017, each of which is incorporated herein by this reference. 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. In the event of any conflict, the Master Loan Agreement prevails, then the Affordable Housing Agreement, then the Promissory 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.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 171
856
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
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 shall be secured by the Deed of Trust recorded as Instrument No. 06 2369323 in Official Records of the Los Angeles County Recorders Office on 10/25/06. A second Deed of Trust, which incorporated the initial deed of trust and which reflects the additional security shall be recorded on the property described in the Agreement. The underlying loan requires that the property act as security for all of the Notes provided to Authority and City by Borrower through a cross collectivization and cross default provision. A default of this Note could result in foreclosure of all projects identified in the 10/25/06 Deed of Trust, plus the new properties identified in the supplemental Deed of Trust, and any future properties which secure future indebtedness .

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 oftime 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.

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.

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.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 172
857
• \ I it

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.

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

Elmwood Preservation Project
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

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

Exhibit B 3 ATTACHMENT 10 - 173
858

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.

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This D~ T VST WITH ASSIGNMENT OF RENTS (this "Deed of Trust"), is made as of_.,...___;:...:;.....L.=-t---"-'-l_, 2017, by BURBANK HOUSING CORPORATION, a California nonprofit corporation 'Ti;ustor"}, w , a dress j,s 1819 Grism r A v~nue, Burb~ California 91504, to -..(. UlTu (and m such capacity herein called the ''Trustee"), for the benefit ITY OF BURB , a unicipal corporation and charter city (and in such capacity herein called the "Beneficiary"), having an office located at 275 East Olive A venue, Burbank, California 91510-6459.

WHEREAS, On March 21, 2006, Trustor entered into a Loan Agreement ("Loan Agreement") with Beneficiary which restated and amended the prior Affordable Housing Agreements as to twelve income-restricted properties, and combined all properties into one loan agreement. The new loan agreement ~d s cros collateralization and cross default clauses, as further security for Beneficiary. On---'........,'""""""""+ __ ...._ _ __, 2017, the parties amended the Loan Agreement and entered into a Master Loan A eement.

WHEREAS, a deed of trust recorded on 10/25/06 in Official Records of the Los Angeles County Recorder's Office as Instrument No. 06 2369323, secures all of the indebtedness owed to Beneficiary as to the amounts owed on October 23, 2006, plus future amounts made from time to time, according to the tenns of promissory notes and the deed of trust made by Trustor and as to "payment of additional sums and interest thereon which may hereafter be loaned to Truster ... when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust as modified, and when this Deed of Trust is amended to included additional obligation." WHEREAS, Trustor executed an amendment to the Loan Agreement which increase the Loan amount by Four Hundred, Forty-Two Thousand Five Hundred ($442,500) evidenced through a City Note, and such amendments stated that the October 23, 2006 Deed of Trust was automatically modified and amended to secure payment of the new amount of indebtedness. Now, the aforementioned additional loans by Beneficiaries has been provided to Trustor, to finance the rehabilitation of 153, 159 and 199 Elmwood Avenue, in the City of Burbank.

WITNESSETH: that Truster 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
Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 174
859
, ! • I

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
[See the pages that follow]
Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 175
860
,r YI I. I
EXHIBIT "A"

LEGAL DESCRIPTION
That real property located in the State of California, County of Los Angeles, City of Burbank, and described as follows:
153 and 159 West Elmwood Avenue
LOTS 8, 9, 10 AND 11 OF 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.
199 West Elmwood Avenue
LOT 1, 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.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 176
861

CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the ind1v1dual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Lc:.t> A!Ae,e\e.. S::

On :f uk.1 ',g t 2o 17 before me, A---'--~;.._4..___#--_;;__--r----i,-(::::\_'r_\·G\._f\L........L..___,.._,'------'--i<---__.__~- ---,- Ila•• o11' ame and t t e of the officer) personally appeared -~_.__~_~.a.......a,_:s---'-___ ..... fv\_c,,~G~rc_et_~_,___,:..__ _________ _ who proved to me on the basis of satisfactory evidence to be the perso~ whose name.¢'is/~bscribed to the within instrument and acknowledged to me that he/~/tl).ef'" executed the same in his~/t~ authorized capacity(~ and that by his/b,etf'~ signatur«on the instrument the perso~ or the entity upon behalf of which the perso~cted, executed the instrument.

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

WITNESS my hand and official seal.

Optional Information

ANDREY ZARGAIIAN
COMM. #2161932 z
otary PubUc • California ~ .f ao ...
(Seal)
Although the information in this section is not required by law, it could prevent fraudulent removal and reanachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of D,poO\ ~ :rrv~•'f" W·I~
ASS>\5~ ~~ o( ~¾ ~ .... ~ ~)
containing pages, and dated --- ------------- The $igner(s) capacity or authority is/are as:
0 lndividual(s)
0 Attorney-in-Fact
0 CorporateOfficer(s) - -----------;::-;:;a.,,-,:-:..._ ______ _ 0 Guardian/Conservator
0 Partner - Limited/General
0 Trustee(s)
0 Other: ______________________ ' _
representing: _____________________ _ Mame(s) of P~•son(s) or Emhyfie'i) Signe( ;5 Rep(esentin9 Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
0 form(sl of Identification O credi ble witness(es)
Notarial event 1s detailed • tary journal on:

Entry#
Notary contact: __________ _
Other
0 Additional Signer(s) 0 Signer(s) Thumbprint(s)
□ ---------------
o Cooyright 2007-2015 Notary Rotary, Inc PO Bax 4' .ioo. Des Moines. lA 5031 i 0507 AU Righ1s Rese,v~d ttem N1Jmber 1')1772 Please contac1 you, A._.thouzed qewlle, 10 ?•Jrchase c:oo;es of Exhibit B 3 t!ws; foun ATTACHMENT 10 - 177
862
ill I J ..

REGULATORY AGREEMENT
[See the pages that follow)

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 178
863
City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91519-6459
Attention: City Clerk
)
)
)
)
)
)
This document is exempt from the payment of a recording fee pwsuant to Government Code Section 273 SJ.

REGULATORY AGREEMENT
T ULATORY AGREEMENT (the "Agreement'') is entered into as of this Jl kh day of~~~~-__J 2017 by and among the CITY OF BURBANK, a California municipal corporation (the " ity''), the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority''), 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, very low, and extremely low income families.

B. Effective February 1, 2012, the redevelopment dissolution bill, AB1X26, eliminated redevelopment agencies in the state of California but authorized local housing authorities to accept the former redevelopment agencies housing. assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority consented to accept the former Redevelopment Agency of the City of Burbank ("Agency'') housing duties.

C. The Developer is negotiating an agreement to rehabilitate ten (10) rental units located at 153, 159 and 199 Elmwood Avenue, the City of Burbank (the "Property''), located on the land more particularly described in the Legal Description attached hereto as Exhibit A, and incorporated herein by reference.

D. The City, the Authority and the Developer have entered into an Affordable Housing Agreement dated as of July l l . 2017, pursuant to which the City have agreed to provide financial assistance to Developer to rehabilitate the Property, and the Developer has agreed to rehabilitate the Property with such financial assistance.

E. The City, the Agency, now Authori . ccesso , nd the Developer have entered into Master Loan Agreement Amendment dated _....,,,J,....,,,,'-"""':+---__JC-l..._, 2017, pursuant to which City and Agency, now Authority as successor, have required on-g ing requirements of the loans. If there is any inconsistency between the Agreement and the Master Loan Agreement, the latter prevails.

F. Beginning with this project, the parties intend to extend the term of the Affordability Period of the Agreement so that it is the same as all future regulatory agreements for future projects.

It is the intent of the parties to extend this term of this Agreement, as part of all future projects.

G. The execution and recording of this Agreement is a condition to the City making assistance available to the Developer pursuant to the Affordable Housing Agreement.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 179
864
t •• I
G. The execution and recording of this Agreement is a condition to the City making assistance available to the Developer pursuant to the Affordable Housing Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Duty to Prevent Hazardous Material Contamination. During the Rehabilitation and operation of the Property, the Developer shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment on or under the Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials.

The Developer shall notify the City and Authority, and provide to the City and Authority a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the City and Authority, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment.

For purposes of this Section 1, "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Developer or the Property.

For purposes of this Section 1, "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," ~•extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122. 7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous 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 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq.

2. Rehabilitation of the Property. The Developer agrees to rehabilitate the Property in accordance with the provisions of the Affordable Housing Agreement, the Scope of Work which is attached to the Affordable Housing Agreement as Exhibit E and incorporated herein by reference, the Federal Housing Quality Standards, 24 CFR § 882.109, the City Municipal Code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances, the lead based paint requirements of24 CFR part 35, and accessibility standards pursuant to 24 CFR part 8 (the "Rehabilitation"). The Rehabilitation shall be conducted in such a manner so as to avoid or minimize Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 180
865
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.

The October 23, 2006 Deed of Trust recorded as Instrument No. 06 2369323 is incorporated herein by this reference and the property described in Exhibit A is intended to be added to such properties already listed in the incorporated Deed of Trust to secure (1) payment of indebtedness as of the date of this deed of trust according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (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.

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 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
Kern 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-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Mariposa 90 4S3 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2S30 108
Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 181
866
I f J it
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 therefor does not exceed the maximum allowed by law.

Notice: This deed of trust adds the properties described in Exhibit A to the multiple properties described in Instrument No. 062369323 and may be foreclosed upon should a default occur on any of those properties.

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 nonprofit corporation •
By:

Title:

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 182
867
•·
tenant displacement, in accordance with the provisions of Section 209 .2 of the Affordable Housing Agreement.

3. Compliance with Laws. The Developer shall carry out the design, Rehabilitation and operation of the Property in conformity with all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

4. Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease at an Affordable Rent (the "Affordable Units"):

Three (3) two-bedroom units within the Property to households with incomes that do not exceed the stricter of: (i) the qualifying limits for Very-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 50105 for Very-Low Income Households, adjusted for household size; and
Two (2) two-bedroom units and five (5) one-bedroom units within the Property to households with income that do not exceed ·the stricter of: (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 50079.5 for LowIncome Households, as adjusted for households size.

The HO:ME affordable units will float within the Property. Any variation from these requirements must comply with the procedure set forth in Section 10.1 of this Agreement.

The Developer shall annually submit to the City and the Authority a completed income computation and certification form, in a form to be provided by the City and Authority, and such forms may change from time to time. The Developer shall certify that each tenant of the Property meets the income restrictions of Section 301 of the Affordable Housing Agreement. The Developer shall obtain an income certification from the tenant of the Property which shall certify that the income of the tenant is truthfully set forth in the income certification form. Unless otherwise specified by the Authority or City, the Developer shall verify the income certification of the tenant in accordance with HUD or HCD regulations which may include one or more of the following methods:
a. obtain two (2) paycheck stubs from the tenant's two (2) most recent pay periods, if any.
b. obtain a true copy of an income tax return from the tenant for the most recent tax year in which a return was filed.
c. obtain an income verification certification from the employer of the tenant. d. obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the tenant receives assistance from such agencies.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 183
868
., .
e. obtain an alternate form of income verification reasonably requested by the Developer, if none of the above forms of verification is available to the Developer.

5. Affordable Rent.

The maximum Monthly Rent chargeable to income eligible households shall be anpually determined by the City and Authority in accordance with the HOME Program requirements;. The maximum rent that the Developer may change any household occupying an affordable unit shall meet the following requirements:
a. The Monthly Rent payable by a tenant who meets the income limits for verylow income households shall not ex.ceed the lesser of: a.) HOME program Low HOME income rents as established and amended annually by the United States Department of Housing and Urban Development (HUD), adjusted for number of bedrooms in the unit, as well as the reasonable monthly utility allowance; orb.) the very-low income rents set forth in Health & Safety Code Section 50053 and Section 50106 based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance.
b. The Monthly Rent payable by a tenant who meets the income limits for Low Income Households shall not ex.ceed the lesser of: a.) HOME program High HOME income rents as established and amended annually by the United States Department of Housing and Urban Development (HUD), adjusted for number of bedrooms in the unit, as well as the reasonable monthly utility allowance; orb.) the Low income rents set forth in Health & Safety Code Section 50053 based on the methodology established by the California Housing and Community Development Department (HCD), adjusted for number of bedrooms in the unit, less the reasonable monthly utility allowance. c. Notwithstanding the foregoing, however, if after the tenant's initial occupancy of the housing unit, the tenant's income increases to greater than the qualifying limits as set forth above, the Monthly Rent charged by Developer shall not exceed thirty percent (30%) of the tenant's adjusted income.
d. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of the Property and land and required facilities associated therewith (including parking fees), (b) any separately charged fees or service charges assessed by the Developer which are required of all tenants, other than security deposits, ( c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and ( d) possessory interest, tax.es or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer.

6. Lease Requirements. Prior to rental of any of the Property, the Developer shall submit a standard lease form to the City and Authority for its approval. The City and Authority and shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program and the HOME Regulations. The Developer shall enter into a written lease, in the form approved by the City and Authority, with each tenant of the Property. No lease shall contain any of the provisions which are prohibited pursuant to Section 92.253 of the HOME Regulations.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 184
869

7. Affirmative Marketing. The rental of the Affordable Units shall be conducted in accordance with the affirmative marketing requirements which have been adopted by the City and Authority, the requirements of Section 92.351, or successor regulation, of the HOJ.\.1E Regulations and other applicable HOJ.\.1E Program requirements.

8. Selection of Tenants. The Property shall be leased to tenants selected by the Developer who meet all of the requirements provided herein. The Developer shall adopt a tenant selection system in conformance with Section 92.253(e) of the HOJ.\.1E Regulations, which shall be approved by the City and Authority in its reasonable discretion, which establishes a chronological waiting list system and/or random lottery system for selection of tenants. The Developer shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a HOME Program, Section 8 program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.

9. Affordability Period. Affordability Period means the duration of the affordable housing requirements which are set forth in this Agreement and the Regulatory Agreement. The project shall be subject to the requirements herein in perpetuity commencing upon the completion of the rehabilitation. For purposes of this Section, "in perpetuity'' means the useful life of the Property with the land use controls imposed, but not less than fifty-five (55) years, which exceeds the HOME minimum affordability period of 15 years. The duration of this requirement shall be known as the "Affordability Period."

10. Occupancy Standards. To the extent legally possible, occupancy of the Affordable Units shall be limited to two persons per bedroom plus one additional person. Notwithstanding the foregoing, however, no residents of the Affordable Units as of the date of this Agreement shall be evicted from their apartment units solely because such residents do not meet the occupancy standards requirements of Section 307 of the Affordable Housing Agreement.

10.1 Leasing Affordable Units Below Income Level Designations. In the event Developer is unable to lease an Affordable Unit at its designated income level, Developer may submit a request to the Authority'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 Section 4 of this Agreement. 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 Affordable Unit must have a household income that meets the appropriate income designation ( depending on the unit redesignation) as set forth below:
a.) Very-Low Income Households ("Very-Low Income Households") that do not exceed the following: i) qualifying limits for Very-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 50105 for VeryLow Income Households, adjusted for household size; and includes Extremely-Low Income Households.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 185
870
• u w
b.) 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.

In order to maintain the household income mix set forth in Section 4 above, 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.

11. Maintenance. The Developer shall maintain or cause to be maintained the interior and exterior of the Property in a decent, safe and sanitary manner, in accordance with the HUD Housing Quality Standards and the maintenance standards required by Section 92.251 of the HOME Regulations, and the standard of maintenance of similar housing units within Los Angeles County, California. If at any time Developer fails to maintain the Property in accordance with this Agreement and such condition is not corrected within five days after written notice from the City or Authority with respect to graffiti, debris, waste material, and general maintenance, or thirty days after written notice from.the City or Authority with respect to landscaping and building improvements, then the City and Authority, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Property and perform all acts and work necessary to protect, maintain, and preserve the Property and landscaped areas on the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City or Authority and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to the City or Authority, as ~ppropriate, upon demand.

12. Management Plan. The Developer shall submit for the approval of the City and Authority a "Management Plan" which sets forth in detail the Developer's property management duties, the affirmative marketing procedures in accordance with Section 7 hereof, the tenant selection process in accordance with Section 8 hereof, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of the Property and manner of enforcement, a standard lease form in accordance with Section 6 hereof, the identity of the manager of the Property (the "Property Manager"), and other matters relevant to the management of the Property. The Management Plan shall require the Developer to adhere to a fair lease and grievance procedure and provide a plan for tenant participation in management decisions. The management of the Property shall be in compliance with the Management Plan which is approved by the City and Authority.

If the City or Authority determines that the performance of the Property Manager is deficient based upon the standards set forth in the Management Plan and in this Agreement, the City and/or Authority shall provide notice to the Developer of such deficiencies, and the Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been ~ured within the time set forth in Section 15 hereof, the City and the Authority shall each have the right to require the Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City and the Authority, which is not related to or affiliated with the Developer, and which has not less than five (5) years experience in property management, including significant experience managing affordable multifamily residential development of the size, quality and scope of the Property.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 186
871

13. Monitoring and Recordkeeping. Throughout the Affordability Period, Developer shall comply with all applicable recordkeeping and monitoring requirements set forth in Section

92.508 (or successor regulation) of the HO1'v1E Regulations and shall annually complete and submit . • ' .
to City and the Authority a Certification of Continuing Program Compliance in the form provided by the City and the Authority. Representatives of the City and the Authority shall be entitled to enter the Property, upon at least twenty-four (24) hours notice, to monitor compliance with this Agreement, to inspect the records of the Property, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the City and the Authority in making the Property available for such inspection or audit. If for any reason the City or the Authority is unable to obtain the Developer's consent to such an inspection or audit, the Developer understands and agrees that the City and/or the Authority may obtain at Developer's expense an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property.

Developer agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement.

14. Non-Discrimination Covenants. Developer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Developer itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Developer shall also comply with the equal opportunity and fair housing requirements set forth in Section 92.350 of the HO1v1E Regulations. The covenants established in this Section 14 shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City, the Authority and their successors and assigns, and shall remain in effect in perpetuity.

15. Defaults and Remedies. Defaults of this Agreement and remedies therefor shall be governed by the provisions of Article 400 of the Affordable Housing Agreement.

16. Waiver of Terms and Conditions. Any party may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition.

17. Non-Liability of City Officials and Employees. No member, official, employee or agent of the City or the Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or the Authority or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.

18. Time. Time is of the essence in this Agreement.

19. Notices. Any approval, disapproval, demand, document or other notice (''Notice") which either party may desire to give to the other party 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:

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 187
872
. ,. .

Developer:

City:

Authority:

Burbank Housing Corporation
1819 Grismer Avenue
Burbank, California 91504
Attention: Judith S. Arandes, Executive Director
City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Community Development Director
Housing Authority of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
Such addresses may be changed by notice to the other party given in the same manner as provided above.

20. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the Developer, the City and the Authority and the permitted successors and assigns of the Developer and the Authority.

Whenever the term "Developer," "Authority" or "City'' is used in this Agreement, such term shall include any other successors and assigns as herein provided.

21. No Third Parties Benefited~ This Agreement is made and entered into for the sole protection and benefit of the City and its successors and assigns, the Authority and its successors and assigns, and Developer and its successors and assigns, and no other person or persons shall have any right of action hereon.

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

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

24. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer, the Authority and the City. City and Authority shall maintain authority of this Agreement and the authority to implement this Agreement through the City Manager and through the Authority's Executive Director (or their respective duly authorized representatives). The City Manager and the Authority's Executive Director (or their respective duly authorized representatives) shall have the authority to make approvals, issue interpretations, execute documents, and/or enter into certain amendments of this Agreement, on behalf of City and Authority, respectively, including but not limited to reasonable requests of Developer, or the requirements of the HOME Program, so long as such actions do not materially or substantially change the uses or development permitted on the Property, or add to the costs incurred or to be incurred by City and Authority as specified herein, and such approvals, interpretations and/or amendments may include Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 188
873
. . .
extensions of time to perform as specified in the Schedule of Performance. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council and Authority Board.

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

ATTEST:

Elmwood Preservation Project
DEVELOPER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: f~ ,;;,'
Name: ----~~Jr:;....__,._=-¾-=----._,::;1..1.L~~~
Title:_ ----~¥-V-~~-'.,.,11-<A-~..,q::----
CITY:

CITY OF BURBANK, a California municipal
corporation
Title:
~~-,~~ (Omff\\Jtl 1 0~~ Of«'tn.f 'DtT~c/o r'
AUTHORITY:

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
~~.Q!frO~
Title: Caromvn'1bj 1)t,itl°¥'°'2nl ::D,«c-\0(
Exhibit B 3 ATTACHMENT 10 - 189
874
Approved as to Form
Office of the City Attorney
By:

Senior Assistant City Attorney
Elmwood Preservation Project
• Cl •
Exhibit B 3 ATTACHMENT 10 - 190
875
. . .

EXHIBIT A

LEGAL DESCRIPTION
That real property located in the State of California, County of Los Angeles, City of Burbank, and described as follows:
153 and 159 West Elmwood Avenue
LOTS 8, 9, 10 AND 11 OF J'RACT 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.
199 West Elmwood A venue
LOT 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK420, PAGES 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 191
876

State of California
Countyof ~ ~les:
on3'uly \~1ur,
personally appeared k ..{ev-- "J.
who proved to me on the basis of satisfactory evidence to be th~ _;?ersonjsf whose name}" is/~subscribed to the within instrument and acknowledged to me that he/?f'"e/\~ executed the same in his/pe1?~ authorized capacitY.~ and tha,t~ his~/~ signatur~on the instrument the perso~ or the entity upon behalf of which th~ perso~acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ANDREY ZARGARIAN WITNESS my hand and official seal.

Optional Information
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of '£e'5V\~•+cty Ao~}
containing pages, and dated --- -------------
The signer(s) capacity or authority is/are as:

D lndividual(sl
D Attorney-in-Fact
D Corporate Officer(s) - -------~:-.-:-.--- -;;;,,,----- D Guardian/Conservator
D Partner • Limited/General
D Trustee(s)
D Other: __
representing: ------,-,-:-:--=----:-:---:---c--::---:-:-:-..,....-::--.,...------ Namecs> of Person(s) or Entityliesl Signer is Representing Method of Signer Identificat ion
Proved to me on the basis of satisfactory evidence:
0 form(s) of identification O credible wimess(es)
Notarial event is detailed in notary journal on:

Page # Entry It
D Additional Signer(s) 0 Signer(s) Thumbprint(s)
□ ---------- -----
¢ Copyr ght 2001-20, 5 Norary ~otary, ~nc. PO 801t 41400, Des Moines. IA 'S0H l-0'507 All Righti Reser•,ed tern Number 101 112 Please contact your Aotho,ized Reselle, f0 purchase copies of Exhibit B 3 th5s rorm ATTACHMENT 10 - 192
877

CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identi~ of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los A-h5='?\-e sOn Ju \y 2°, s-01,
who proved to me on the basis of satisfactory evidence to be the persorµafwhose name;.,t is/~ubscribed to the within instrument and acknowledged to me that he/~/~ executed the same in his/b,et1~ authorized capacity~, and that by his/~t~ signature~n the instrument the persor1',ir,"or tne entity upon behalf of which the perso~cted, executed the instrument.

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

WITNESS my hand and official seal.

Signature z5~ (Seal)
.. , -c.:ru..-.. 1::,.:1:.>.'l;.tt;'I,.!, ....,)-.,.,.:.;u:....,.;,,,7.r ,...:,"'~ .. ....-...:l".-=::>n:,,-<J,111f'Xl\!lll.:l . ... -..,., "":.,i ...... rc • .,~ l.,.;..'l'o,--"'~11'•-...,,.()1;.,., .._ w .;:o«;;-n;<t,..-~ ••• ,,..~ ::r,l't.•t.<XL•1 "''-'-'J'\ 'CV"J"'""_.-:TA(lrtr_.\-:: . .. AJ""6,o..,~ •~<.Ji:,,r,...:; IM,so•:.'r~~ W'J TV>/W' ..... ~'Wo.KC 1_.:,,...~ . .... it.:,O,• a Optional Information
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of 'R ~t}J l~ Aj '('CJLJ'-\ ~ Jcontaining pages, and dated --- ------------- The signer(s) capacity or authority is/ are as:

D lndividual(s)
D Attorney-in-Fact
D CorporateOfficer(s) ---- - - ---,,..,..~ ,::__ _____ _ _ D Guardian/Conservator
D Partner - Limited/General
D Trustee{sl
D Other: _____ ________________ _ _
representing: -------,-,-,----,--,,---,------------ Nameu1 or Person(sJ or Entity(iesJ Signer is Representing Method of Signer Ident ification
Proved to me on the basis of satisfactory evidence:
0 form(s) or idemification __ O credible witness(esJ
Notary contact: __________ _
Other
0 Additional Signer(sJ O Signer(s) Thumbpr;nt(s)
□ ---------------
e Copyright 2007-20$ 5 Norary Rora,y, Inc PO Box 41400. Des Mo1ne\, IA S0l 11 •0507 All R1ghti Rt'iet•,ed Item Number 10l 772 Please contact your A.ufhorized R:eselle, to purchase copies of Exhibit B 3 rh1s fo1m ATTACHMENT 10 - 193
878

EXHIBITE

SCOPE OF WORK
"' ... .
• Full bathroom and kitchen upgrades, using water-efficient fixtures and energy-efficient exhaust fans;
• Upgrade all plumbing and electrical fixtures;
• Install energy-efficient fluorescent interior and exterior lighting; • Stucco repair and paint with low or zero VOC paint throughout interior/exterior of units; • Replace flooring with LEED-rated materials (carpet tiles and vinyl); • New appliances and window coverings;
• Replace two concrete pads in front of 199 Elmwood A venue; • Repair exterior staircases and I?aint handrails/guardrails; and • Fa~ade and landscaping improvements.

Estimated Budget for the Scope of Work
Rehabilitation - 10 Units
Site Work (Landscape & Hardscape)- Three (3) Properties Moving Costs - Estimate 10 units
Total
Elmwood Preservation Project
$ 315,000
$ 110,000
$ 17,500
$ 442,500
Exhibit B 3 ATTACHMENT 10 - 194
879
. . .

EXHIBITF

SCHEDULE OF PERFORMANCE
City Council/ Authority Board Consideration/ Approval
Tenant notification
Commence rehabilitation
Complete rehabilitation
July 11, 2017
Prior to commencement of
rehabilitation but no later than
August 1, 2017
No later than October 1, 2017
No later than September I, 2019
Any extensions should be requested in writing, and may not exceed a total of five (5) years for the completion of the rehabilitation or September 1, 2022.

Elmwood Preservation Project
Exhibit B 3 ATTACHMENT 10 - 195
880
.,. - .

MASTER LOAN AGREEMENT AMENDMENT
TIDS MA~w LOAN _M;RJ£EMENT AMENDMENT (the "Amendment") is entered into this~ aay of_ ........ '--'\,J.J----'--+--' 2017 by and among the CITY OF BURBANK, a California municipal corporation (the " ity"), the HOUSING AUTHORITY OF THE CITY OF BURBANK a public body, corporate and politic (the "Authority"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the Borrower").

Recitals
A. Effective February I, 2012, the redevelopment dissolution bill, AB IX 26, eliminated redevelopment agencies in the State of California but authorized local housing authorities to accept the former redevelopment agencies housing assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Housing Authority of the City of Burbank ("Authority") consented to accept the Agency's housing duties. Therefore, wherever the word "Agency'' appears in any previous agreement, including the subject one, by operation of law, it automatically is changed to "Authority" without the need for any formal amendment. However, given the opportunity, this Amendment references Authority instead of Agency, except where a recital restates prior actions.

B. On March 21, 2006, the Borrower, the Redevelopment Agency of the City of Burbank ("Agency"), and the City entered into a Loan Agreement which restated and amended the prior Affordable Housing Agreements as to eleven income-restricted projects, and combined all properties into one loan agreement. Subsequently ten (10) additional properties were added which either restated the Loan Agreement or amended it (157 West Linden Avenue/160 West Elm Court; 261 West Verdugo Avenue; 2219-2329 North Niagara Street, 2406 N. Naomi Street, 275 Verdugo Avenue, 2615 Thornton Avenue, 225 Linden Avenue, 2234 Catalina, 2223-2235 Catalina Street, and 2300 Niagara Street). A new Master Loan Agreement includes cross collateralization and cross default clauses, as further security for the Authority and City. Additionally, a new deed of trust was recorded on all projects as identified in the Affordable Housing Agreement securing the combined debt of Borrower. The deed of trust recorded on October 25, 2006 as Instrument No. 06 2369323 in the Los Angeles Countyts Recorders Office, states that it "secures all indebtedness owed to Beneficiary [City and Agency} .. .. for future amounts made from time to time, according to the terms of promissory notes made by Trustor [BHC]" and as to "payment of additional sums and interest thereon which may hereafter be loaned to Trustor ... when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust as modified, and when this Deed of Trust is amended to include additional obligations." C. On November 20, 2008, the parties further amended the Loan Agreement to make minor changes to reflect a certain audit performed by the Agency in 2008. The amended Loan Agreement is now referred to as the Master Loan Agreement. It is the intent of the parties to amend or increase the collective balance under this Master Loan Agreement to reflect new loans for new projects.

D. The parties now desire to add a new loan to the Master Loan Agreement in conjunction with a new project at 153, 159 and 199 W. Elmwood Avenue, Burbank, California.

An Affordable Housing Agreement and Regulatory Agreement, together with this Master Loan Exhibit B 3 ATTACHMENT 10 - 196
881
.. ' .

Amendment and the related amended Deed of Trust have been entered into on , to document the additional loan to Borrower. ---------- E. Authority, City and Borrower entered into an Affordable Housing Agreement for the property located at 153, 159 and 199 W. Elmwood Avenue, in the City of Burbank (the "Property"), located on the land more particularly described in the Legal Description attached as Exhibit A to the Affordable Housing Agreement, and incorporated herein by reference; the property will be rehabilitated so that ten (10) affordable rental units will exist (Developer may choose the units) (Project No. 23).

F. The City desires to provide financial assistance to the Borrower in the form of a • " n
loan of HOME funds in the amount not to exceed Four Hundred, Forty-Two Thousand, Five Hundred dollars ($442,500) (the "City Loan"). In consideration for the City Loan, the Borrower desires to rehabilitate the Property, and to maintain the Property as an affordable housing project, and shall execute the promissory note to City.

G. The Master Loan Agreement establishes unified loan terms as to the payment and administration of the loan.

The parties agree as follows:

1. The first paragraph of Section I "Loans for Individual Properties" only is amended to add the following:

The new project being added to the Master Loan Amount is 153, 159 and 199 W.

Elmwood Avenue, Burbank, California, as defined in Recital E above. The specific terms of the loan are set forth in the respective Affordable Housing Agreement, this Agreement (which incorporates the Master Loan Agreement) and the attached Notes, all of which are incorporated herein by this reference.

2. This Amendment to the Master Loan Agreement is intended to increase the balance of the loans made to Borrower, and to provide a new loan under the same terms and conditions of the Master Loan Agreement. The Master Loan Agreement is amended to include the new loan specified herein.

3. . Any residual receipts generated from the operation of the 153, 159 and 199 W.

Elmwood Avenue property may be used to refund a BHC loan in the principal amount of Four Hundred, Forty-Two Thousand Five Hundred dollars ($442,500). Once the BHC loan has been repaid in full, proceeds from the operation of the 153, 159 and 199 W. Elmwood Avenue property shall contribute to residual receipts payments to the Authority pursuant to the Master Loan Agreement.

4. All other provisions of the Master Loan Agreement not inconsistent with this Amendment and all previous amendments shall remain in full force and effect.

Exhibit B 3 ATTACHMENT 10 - 197
882
• • •
ATTEST:

Approved as to Form
Office of the City Attorney
BORROWER:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
HOUSING AUTHORITY:

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
Title:
~~~e:~~ u,'IV\ro un :tj DAA.\Z>eITT? cl: D,v < ,:iv r
By: Mary ~enior Assistant City Attorney
Exhibit B 3 ATTACHMENT 10 - 198
883
A .. 91
CITY:

CITY OF BURBANK, a municipal corporation
ATTEST:

Zizette Mullins, MMC, City _ _________ _
Approved as to Form
Office of City Attorney
(!!, ~ ~enior Assistant City Attorney
Exhibit B 3 ATTACHMENT 10 - 199
884
" .. l;I

CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los ~ee,\cS:
on3v ly ~ 11.o tl before me, "--'-~:....:,.__,__....,..,=--,--+-------'--,...,...__----L..--1<---·~-,J-!,_l_)-_( , personally appeared ~ -\e-r -,:Y, He G~ -------~--~~---~------------------- who proved to me on the basis of satisfactory evidence to be the perso~whose name;sris~ubscribed to the within instrument and acknowledged Jo ~e that he/~t~executed the same in his/~~ authorized capacity~ and t_h_a,~ his/~~r signatureJeron the instrument the perso~ the entity upon behalf of whic'1 the pers?J acted, executed the instrument.

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

WITNESS my hand and official seal.

ANDREY ZAIWIAN
COMM. #2161932 z
Notary Publlc • Clllfomla ~
Los Angeles CollltY ... Conn. Ex 1res Am.,. m ' i
i
(Seal) l 4,,, •• \_ ,..._.-u,,.,,. 1_,., .• .,., x, ~ .... • •1 -..... ,~ .. ..-.;; ,,L...,.,.,..,_.._r .,.-.,..,._..,.."iL.....,.,.l Optional Information
Although the info rmation in this section is not required by law, it c~d prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document L titled/for the purpose of t0-os~ L~ .flt!Jr&-:"" "'-~
~e\--.<A~~ '
The signer(s) capacity or authority is/are as:
0 lndividual(s)
0 Attorney.-n·Fact
0 Corporate Officer(s)
T"tlel>J
0 Guardian/Co tor
0 Partner mited/General
0 Trustee(s)
0 Other: ______ ________________ _
representing: ------~----~~--------- Namecs1 or Pe,sonls) or EnMy&es) Signe, Is Represe~ino ~ formation
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
0 form(sl of identification O credible w ,tness(es)
Notarial event is detailed in notary journal on:

Page # Entry #
Notary contact: __________ _
Other
0 Additional Signer(s) 0 Signer(s) Thumbptilll(~)

D ---------------
O Copyright 1007-201 S Notary Rotary. Inc. PO Box 41400. Oes Mo,nes IA S0311 ·0S07 All R ghts Rese,ved Item Number 101772. Please coniact your Autho,iled Rese er to purchase copies of this form Exhibit B 3 ATTACHMENT 10 - 200
885

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 4 ATTACHMENT 10 - 201
886
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 4 ATTACHMENT 10 - 202
887
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 4 ATTACHMENT 10 - 203
888

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 4 ATTACHMENT 10 - 204
889

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 4 ATTACHMENT 10 - 205
890

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 4 ATTACHMENT 10 - 206
891
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 4 ATTACHMENT 10 - 207
892
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 4 ATTACHMENT 10 - 208
893
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 4 ATTACHMENT 10 - 209
894

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 4 ATTACHMENT 10 - 210
895
($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 4 ATTACHMENT 10 - 211
896
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 4 ATTACHMENT 10 - 212
897
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 4 ATTACHMENT 10 - 213
898
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 4 ATTACHMENT 10 - 214
899
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 4 ATTACHMENT 10 - 215
900
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 4 ATTACHMENT 10 - 216
901
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 4 ATTACHMENT 10 - 217
902
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 4 ATTACHMENT 10 - 218
903
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 4 ATTACHMENT 10 - 219
904
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 4 ATTACHMENT 10 - 220
905
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 4 ATTACHMENT 10 - 221
906
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 4 ATTACHMENT 10 - 222
907
Name: ---------------- Title:

A-1-4
2 I 80\02\3876745. !4
Exhibit B 4 ATTACHMENT 10 - 223
908
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 4 ATTACHMENT 10 - 224
909
$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 4 ATTACHMENT 10 - 225
910

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.

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 4 ATTACHMENT 10 - 226
911
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 4 ATTACHMENT 10 - 227
912
2 I 80\02\3876745.14
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By:

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

A-2-4
Exhibit B 4 ATTACHMENT 10 - 228
913
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 4 ATTACHMENT 10 - 229
914

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 4 ATTACHMENT 10 - 230
915
(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

Burbank City CouncilMay 19, 2026

Burbank City Council
May 19, 2026