Burbank City Council
May 19, 2026

Exhibit B 8 ATTACHMENT 10 - 372
1057
03 16344'72
tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
402.5 Income of Tenants. Prior to the rental or lease of any apartment unit in -----~the~-uildings~o~a tenant, andctnnuallytrrereafter;the~Nonprotlt snall obtain an income certification from the tenant of each apartment unit. The Nonprofit shall verify the income certification of the tenant in one or more of the following methods:
a.
periods, if any.
obtain two (2) paycheck stubs from the tenant's two (2) most recent pay 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 a credit report from a commercial credit reporting agency. f. obtain an alternate form of income ve1ification reasonably requested by the Nonptofit, if none of the above forms of verification is available to the ·Nonprofit.

A person or family who at the time of income certi_fication qualified as a Very Low, Lower or Low- and Moderate Income Household, as applicable, shall continue to be deemed so qualified, until such time as the person or family's income is redetermined and the person or family is determined by the Nonprofit to no longer be so qualified, even if such person or family's income has subsequently increased to an amount above the applicable income level.

Upon the Nonprofit's determination that the tenant is no longer qualified as either a Very Low, Lower or Low- and Moderate Income Household, such tenant's monthly rent, instead of the amount set forth in Section 402.6 hereof, shall be adjusted to the lesser of thirty percent of the tenant's monthly income or fair market rent, as reasonably determined by the Agency and the Nonprofit. In addition, the Nonprofit shall annually submit to the Agency and City, prior to July 15 each year, a certification of the number of apartment units in the Buildings actually occupied by Very Low, Lower and Low- and Moderate-Income Households in such form as may be provided by the Agency.
402.6 Determination of Affordable Rent. Each apartment unit in the Buildings shall be rented at an "Affordable Rent" to be established by the Agency and City as provided herein. The maximum Monthly Rent chargeable for the apartment units within the Buildings shall be established by the Agency on an annual basis by written notice to the Nonprofit, upon publication of annual median income limits by the United States Department of Housing and Urban Development and the California Department of Housing and Community Development, at the following amounts:
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 373
1058
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 household size appropriate for the unit, or (b) the fair market rent for existing housing for comparable units in the area as established by the United States Department of Housing and tlroan Development under 24 CF~8&8Tl .
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 f9r a three bedroom apartment 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, se·wer, 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 Department 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 amounts 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 apartment 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 housing 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
Page9
Exhibit B 8 ATTACHMENT 10 - 374
1059
oa 1634472 ) \
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-fuH or partial--exemptiorrfromihe1myment 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 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. 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 enter 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, Property Manager shall be subject to approval hy Agency 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 Property 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

Exhibit B 8 ATTACHMENT 10 - 375
1060
03 1634472 \ ~ (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, annuatly set aside not less tnan Two Hundred F 1fty 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-Five 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 Property 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 formal mentor relationships and after-school learning sessions, and (iii) community service opportunities, including volunteer opportunities and neighborhood involvement.

The following services shall be provided by the Achievement Center on a daily basis:
(a) Enrollment of students, including recruitment, orientation, assessment, development of strategy, monitoring and reevaluation.
(b) Monitoring of individual student progress, including review of program performance, 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

Exhibit B 8 ATTACHMENT 10 - 376
1061
03 1634472 \3
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 termination 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 Afford,tbility 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 form 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 Property 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 1nspection wmrant or other appropriate 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, s·ale or lease of the Property 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 land herein k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 377
1062
03 163,J472
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 permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." c. In contracts: "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 premises, nor shall the transferee himself or herself or any person claiming , under or through him or her, establish or pemiit 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 tinie 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 party, and the other party shall not be in Default if such party cures such failure within thirty (30) 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, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 502. 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. Such actions shall be instituted in the Superior Court of State of California, Los Angeles County. k:\agmt\housing\amended ehnwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 378
1063
03 1634472 ,:;
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 m 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 remedies 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, assert 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 Officials 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 terms of this Agreement.
508. 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 damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' foes. 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

Exhibit B 8 ATTACHMENT 10 - 379
1064
03 1634472 ,ui
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, perfonnance 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 thirty (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

Exhibit B 8 ATTACHMENT 10 - 380
1065
03 1634472 \1
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 herem 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 current 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 fa(?tors.

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 pursuant to this Section 603, the Agency and City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Agency reasonably requires in order to determine the request complete and determine 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 information 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 permitted successors and assigns.

Whenever the term "Nonprofit" is used in this Agreement, such term shall include any other permitted 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

Exhibit B 8 ATTACHMENT 10 - 381
1066
03 1634472 ,1
Nonprofit, which approval shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City and vice versa, at ariy time without the consent of the Nonprofit.
------------,04-. -Ag-en-ey-and-€i~pprovals--aml--A--ctiuns~he7\gency and--eitysh----rut maintain authority of this Agreement and the authority to implement this Agreement through the Agency's Assistant Executive Director (or his or her duly authorized representative) and the Community Development Director, respect1vely .. The Agency's Assistant Exec-µtive 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 consideration, 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 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.
608. Time of Essence. Time is expressly made of the essence with respect to the performance 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 regulatoty agint Page 17 • 08-21-02
Exhibit B 8 ATTACHMENT 10 - 382
1067
03 1634472
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:
"fh {2M) d, -e
Margarita
I
ATTEST:
dn V,
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a publici;d[y, corporate and
politic ~/ ; / /' /
l
By: f/1 ()
Robert . Ovrom, Executive Director
CITY:

CITY OF BU
corporation
I ?K, a California municipal
/ /
l j\
By: ____ ...,=---/-~ __ __,,,,_ __ _
Robert R. Ovrom, City Manager
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: _____________ _
Dennis A. Barlow, City Attorney/Agency Counsel
By: . ant City Attorney ,,;'
~-
k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 383
1068
03 16344'72 :i
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 8 ATTACHMENT 10 - 384
1069
LEGhli DESCRI~TION
03 16344'72 .. ,
r::J-.-·. , PARCEL l :'
LOTS· 6, 12 .AND 13 OF TRACT NO .. 14564, .IN THE CITY OF BUR.BANK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN EOOK 420 1 PAGE(S) 33 AND 34 OF MAPS, IN·tHE OFFICE OF THE COUNTY RECORDER OF SAlD COUNTY.
--PARCEL~:

LOT 7 OF TRACT NO_ 14564, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGEL~S, STATE OF CALIFORNIA, AS ,PER MAP RECORDED IN BOOK 420, PAGE(S) 33 AND 34 OF MAPS, I~ THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

LOTS 8, 9, 10 AND ll OF TR.ACT NO. 14564; IN THE CITY OF BURBANK, IN THE COUNTY·OF LOS 'A.NGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420~ PAGE(S) 33 AND 34 OF MAPS, IN TEE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. •
PARCEL 4:

LOTS 15 AND 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, PAGB{S) 33 AND 34 OF MA.PS, IN THE OFF]CE OF TliE COUNTY RECORDER OF SAID COUNTY.

I?AR~EL S:

THAT PORTION OF ELMWOOD AVENUE, 60 .. 00 FEET WIDE AND VARIABLE WIDTH, AS SHOWN ON MAP OF TRACT NO. 145614, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STA~E OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 120, PAGE(S} 33 AND 34 OF ~ps·, • IN THE. OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYinG NORTHEAStERLY OF THE FOLLOWlNG DESCRIBED LINE: ' ' COlY!MENCIMG AT TEE SOUTHEAST CORNER OF LOT 6 OF SAID TRACT; THENCE NORTR 41° ·15' 55" EAST ALONG THE NORTHWESTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUE 19 .. 06' FEET TO THE BEGIJ;fflING QF A· TANGENT CUR.VE, .CONCAVE NORTEWESTBRLY, • RAVING A RADIUS OF 35.00 .FEET; THENCE NORTHEASTERLY ALONG SAID CURVE TH.ROUGH A CENTRAL ANGLE OF 29° 55' 35'' AN A.RC IrENGTH OF 18 .28 FEET TO THE

BEGINNING OF A REVERSE CURVE, CONCAVE SOUTEEASTERLY RAVING A RADIUS OF 4 0 . 0 O FEET; 'THENCE NORTHEASTERLY ALONG SA!D REVERSE CURVE THROUGH A. CENTRA.L A.NGLE OF 71° 20' 10 11 AN ARC LENGTH OF 49.80 FEET TO A POINT IN SAID - NORTHWESTERLY RIGHT OF WAY OF ELMWOOD A'V'ENUE, S:AID POINT BEING THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SA.ID POINT BEARS 07° 19' 3ln EAST;

THENCE CONTINUING SOUTHEASTERLY ALONG SAID RESERVE CURVE CONCAVE A CENTRAL .ANGLE OF 97° 10' 51" AN ARC LENGTH OF ·67.85 FEET '.I'O A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENO"Er A RADIAL LINE TO SAID POINT BEARS SOUTH 89° 51 1 20n WEST. SAID VACATION WAS ADOPTED BY THE CITY COUNCIL OF TE:E CITY OF BURBANR UNDER RESOLUTION NO. 24,635, A CERTIFIED COPY OF WRICH WAS RECORDED. FEBRUARY 19, 1~97 AS INSTRUMENT NO. 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

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.

Exhibit B 8 ATTACHMENT 10 - 385
1070

STATE OF CALIFORNIA

COUNTY OF ORANGE
personally appeared
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□ 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.

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OPTIONAL
Though tht:: 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.

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Signer(s) Other Than Named Above
Exhibit B 8 ATTACHMENT 10 - 386
1071

STATE OF CALIFORNIA

COUNTY OF ORANGE
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03 1634472
~±bbec: g~no:2 'before me, Lt1...u.::r7.c~t~ v, ~ 'Notary Public, 1 (Prmt Name of Notary Pubhc) personally appeared (<.(:;) bev--+ te. OV Y-&n
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Sign-~

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
□ Corpo~ate Officer
Title(s)
□ Partner(s) □ Limited
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Signer( s) Other Than Named Above
Exhibit B 8 ATTACHMENT 10 - 387
1072
08 1634472

ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows:

Name of Notary
Date Commission Expires ____ 0 __
~10-0 - ___ -4r_ ~ _______ _
Notary Identification Number / d-~ L// 9 r:.
(For Notaries commissioned after 1-1-1992)
/(_.11 l. ;1//. Manufacturer/Vendor Identification Number _ .... l __ l_ V_r____,i ________ _ (For Notaries commissioned after 1-1-1992)
Place of Execution of this Declaration j3 k? C /;Cb, /c R747 1/92
Exhibit B 8 ATTACHMENT 10 - 388
1073
rSTATE OF CALIFORNIA

COUNTY OF LOS ANGELES
personally appeared
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~[~~ PrintName ~Puhc) , Notary Public,
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WITNESS my hand and official seal.
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OPTIONAL
Though the data below is not reqmred by law, it may prove valuable to persons relying on the document and cO':iJ.d prevent fraudulent reattachment of this form.

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

Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
Exhibit B 8 ATTACHMENT 10 - 389
1074
DATE:

TO:

FROM
141 n. glenoaks boulevard • p.o. box 6459 • burbank • california • 91510-6459 • (818) 238-5180 October 1 , 2002
Robert R. Ovrom, City Manager/Executive Director
Susan Georgina, Community Development Director/~
Asst. Executive Director 1:7'6'
Susan Evans, Asst. COD for Housing, Redevelopment
and Economic Development ~c
By: Duane Solomon, Housing Development Mana~JY_;)
SUBJECT: Amendment to Regulatory Agreements Between the City of Burbank, the Burbank Redevelopment Agency and the Burbank Housing Corporation Governing Properties on West Elmwood

PURPOSE
The purpose of this report is to provide information for the City of Burbank and the Burbank Redevelopment Agency (hereinafter generally referred to as City/Agency) to consider terminating the Regulatory Agreement with the Burbank Housing Corporation (BHC) for 199 West Elmwood and including those conditions in an amended Regulatory Agreement governing ownership of 59 units sold to the BHC (153, 158, 159, 164, 165, 170, 171, 188 and 194 West Elmwood Avenue) under a Purchase and Sale Agreement.

The intent of this action •is to integrate the terms of occupancy and affordability into one master recorded document.

BACKGROUND
On November 30, 1999, the City/Agency approved a Purchase and Sale Agreement with the BHC for the disposition of 153, 158, 159, 164, 165, 170, 171, 188 and 194 West Elmwood Avenue. The sale of these 59-housing units plus the Achievement Center included various conditions restricting housing operations, e.g., occupancy, and affordability. On July 10, 2001, the City/Agency entered into an Affordable Housing Agreement to assist the BHC acquire and rehabilitate a six-unit apartment building at 199 West Elmwood Avenue and to amend and restate the Promissory Note for the earlier approved 59-unit BHC project on Elmwood to integrate the debt and revenue generated by the two projects on Elmwood.
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Exhibit B 8
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ATTACHMENT 10 - 390
1075

ANALYSIS
The Affordable Housing Agreement for 199 West Elmwood and the Purchase and Sale Agreement for other BHC-owned properties on West Elmwood each provide for a Regulatory Agreement that serves as the recording instrument for the covenants, conditions and restrictions placed on the BHC's property operations by the City/Agency for each project. While all the terms are identical for the two projects, occupancy and affordability restrictions are project specific and thereby unduly complicate BHC leaseup of units. This is a property management issue that would only increase should the BHC later acquire other properties on West Elmwood with each also generating a separate Regulatory Agreement. Consequently, staff is supporting the BHC's recommendation that the two Regulatory Agreements be melded together into one Regulatory Agreement that applies to both transactions, and that provides BHC with greater flexibility when leasing units. Staff is also recommending adjusting the occupancy standard to conform to recent transactions with the BHC. Following is a synopsis of the proposed amended Regulatory Agreement.
• Occupancy and Affordability Requirements
Occupancy (also referenced as income restrictions) and affordability (rent restrictions) set forth in the Purchase and Sale Agreement (59-unit project) and the Affordable Housing Agreement (six-unit project at 199 West Elmwood Avenue) were recorded via a Regulatory Agreement for each project. The Regulatory Agreement for the purchase by BHC of the 59 Elmwood units distributed occupancy and affordability accordingly: 19 very low-income units, 20 lower-income units and 20 moderate- income units. Under the Regulatory Agreement (Section 4) for 199 West Elmwood, affordability and income covenants stipulate that three two-bedroom units will be HOME restricted for low-income households and the remaining three twobedroom units will be affordable to moderate-income households.

The amended Regulatory Agreement will combine the terms of the two aforementioned agreements as shown below.

Ver Low-Income/Set-Aside Rents
Ver Low-Income/HOME Rents 18 18
Lower-Income/Set-Aside Rents 20 20
Lower-Income/HOME Rents 3 3
Moderate-Income/Set-Aside Rents 20 3 23
Totals 59 6 65
2 Exhibit B 8 ATTACHMENT 10 - 391
1076
The Affordability Period in the Amended Regulatory Agreement will continue requiring income and rent restrictions to extend in perpetuity. • Property Maintenance
This section would be unchanged, except as it relates to occupancy standards described below. The BHC is required to maintain the Project in accordance with all applicable local codes, rehabilitation standards, ordinances and zoning ordinances as required by Section 92.251 of the HOME Regulations and at a standard of maintenance commensurate with similar housing units within Los Angeles County.

An occupancy standard is imposed to guard against overcrowded conditions. The amended Regulatory Agreement reduces the maximum household size from an earlier limit of two persons per bedroom plus two additional persons (e.g., a twobedroom unit would have a maximum household size of six persons) to two persons per bedroom plus one additional person (the same example for a two-bedroom would have a maximum occupancy of five persons). However, no residents as of the date of this amended Regulatory Agreement would be evicted from their apartment units if they do not meet the revised occupancy standards requirements.

At the request of the Council and Agency, staff has attached a report regarding an alternative occupancy standard (Exhibit B) under the Uniform Housing Code of UHC (Section 503.2). The UHC provides for an occupancy standard tied the square footage of a unit; however, staff believes that the current standard of two persons per bedroom plus one person, which is patterned after federal housing quality standards, is a preferable requirement.

The amended Regulatory Agreement would continue requiring periodic inspections and allow the City/Agency to abate property violation and attach a lien upon the Project or assess the BHC, if the BHC fails to maintain the Project. The City/Agency has authority to require replacement of a property manager due to poor performance and to approve another property manager or property management company.
• Approval of Sale, Transfer or Assignment
This section remains unaltered. Covenants run with the land and all of the terms, covenants and conditions are binding upon the BHC and any "permitted" successors and assigns. The Project may not be sold, transferred, conveyed, encumbered to secure financial experience and capability, who would be required to assume the obligations of the BHC under the Agreement and would be considered a community housing development organization or CHOO.
3 Exhibit B 8 ATTACHMENT 10 - 392
1077

FISCAL IMPACT
Amending the Regulatory Agreement for West Elmwood properties owned by the BHC will have no financial impact to the City/Agency.

RECOMMENDATION
City Council
Staff recommends that the City Council adopt the proposed resolution.

Redevelopment Agency
Staff recommends that the Redevelopment Agency adopt the proposed resolution.

EXHIBITS:

A Amended Regulatory Agreement
B Occupancy Standard Memorandum
199amndelmwdagra.doc
4 Exhibit B 8 ATTACHMENT 10 - 393
1078
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: Assistant Executive Director
)
)
)
)
)
)
)
)
This document is exempt from the payment of a
recording fee pursuant to Government. Code
Section 273 83.

AMENDED AND RESTATED

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

RECITALS
A. Pursuant to the terms of a Purchase and Sale Agreement between the Age~cy and the Nonprofit, dated as of November 30, 1999 (the "Purchase Agreement"), the Nonprofit has acquired from the Agency nine multifamily apartment complexes (the "First Project Buildings") in the City of Burbank, located at 153 West Eln;iwood, 158 West Elmwood, 159 West Elmwood, 164 West Elmwood, 165 West Elmwood, 1 70 West Elmwood, 171 West Elmwood, 188 West Elmwood, and 194 West Elmwood (collectively, the "First Project Property").

B. .Pursuant to the terms of an Affordable Housing Agreement by and among the Agency, the City and Nonprofit, dated as of July 10, 2001 (the "AHA"), the City and Agency agreed to provide financial assistance to the Nonprofit to acquire one six-unit apartment complex (the "Second Project Building") in the City of Burbank, located at 199 West Elmwood Avenue (the "Second Project Property"). The AHA also amended the tenns of the Promissory Note executed pursuant to the Purchase Agreement to integrate the debt and revenue generate by the First Project Property under the Purchase Agreement and the Second Project Property under the AHA. The First Project Buildings and the Second Project Building are referred to herein collectively as the "Buildings." The First Project Property and Second Project Property are referred to herein collectively as the "Property."
C. The Property is further described in the Legal Description which is attached hereto as Exhibit A, which is incorporated herein. A portion of the cost of acquisition k:\agmt\housing\amended ebnwood regulatory agmt
08-21-02 A Page 1
Exhibit B 8 ATTACHMENT 10 - 394
1079
of the Buildings has been provided with funds from the Agency's Low and Moderate Income Housing Fund, and the remainder of the cost of acquisition of the Buildings has been provided with HOME Program funds. , •
D. Pursuant to the Purchase Agreement and AHA, the Nonprofit has agreed to lease the apartment units in the Buildings at an Affordable Rent to Very Low, Lower and Low and Moderate Income Households
E. The Purchase Agreement and the AHA each required the execution and recording of Regulatory Agreements (the "Purchase Regulatory Agreement" and the AHA Regulatory Agreement," respectively) to set forth the ongoing affordability, maintenance, and other obligations of the Purchase Agreement and the AHA.

F. The Agency, City, and Nonprofit desire to execute this Agreement, which will amend and restate both the Purchase Regulatory Agreement arid AHA. Regulatory . Agreement-and set forth the obligations of the Parties under.one Agreement. The purpose of this Amended and Restated RegulatoryAgreement is to provide flexibility to the in leasing the housing units in all of the Buildings on the Property, while still requiring the same overall affordability levels set forth in the Purchase Regulatory Agreement and AHA Regulatory • Agreement.

NOW, THEREFORE, the parties hereto agree as follows: -
100. DEFINITIONS
"Achievement Center" is defined in Section 406 hereof.
''Affordable Rent" is defined in Section 402.6 hereof.
"Agency" means the Redevelopment Agency of the City of Burbank, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to its • rights, powers and responsibilities.
''Agreement" means this Amended and Restated Regulatory Agreement among the Agency, the City, and the Nonprnfit. • •• • • • •• • • • •• "AHA" is defined in Recital B above.
"AHA Regulatory Agreement" is defined in Recital E above. "Buildings" means those multifamily apartment complexes located on the Property. "Capital Replacement Reserve" is defined in Section 405 hereof. "City" means the City of Burbank, a California charter city and municipal corporation. k:\agmt\housing\amended elmwood regulatory agmt
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Exhibit B 8 ATTACHMENT 10 - 395
1080
"Community Redevelopment Law" means California Health and Safety Code Section 33000, et seq. as the same now exist or may hereinafter be amended. "County" means Los Angeles County.
"Date of Agreement" means the date set forth in the first paragraph hereof. "Default" means the failure of a party to perform any action or covenant-required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof.
''First Project Buildings" is defined in Recital A above. • "First Project Property" is defined in Recital A above. "Governmental Requirements" means· 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, age1:3-cy or instrumentality exercising jurisdiction over the Agency, the Nonprofit or the Property. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State, 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 25=316 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 an4 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. "Legal Description" means the description of the Property which is attached hereto as Exhibit A and incorporated herein.
"Low and Moderate Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 120%) which is set f01ih from. time to time by regulation of the C~lifomia Department of Housing and Community Development, pursuant to Health and Safety Code Section 50093. k:\agmt\housing\amended elmwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 396
1081
"Lower Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 80%) 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 50079.5. "Nonprofit" means Burbank Housing Corporation, a California nonprofit corporation, and its successors and assigns.
"Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Property" means that 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, 1 70 West Elmwood, 171 West Elmwood, 188 West Elmwood, 194 West Elmwood, and 199 West Elmwood. The Property is legally described in the Legal Description and depicted on the Map. "Purchase Agreement" is defined in Recital A above.
"Purchase Regulatory Agreement" is defined in Recital E above. "Rent" shall mean the total of monthly payments by the tenants of an apartment unit for use and occupancy for the unit and facilities associated therewith, including a reasonable allowance for utilities for an adequate level of service, as defined in 25 California Code of Regulations§ 6918.
"Second Project Building" is ·defined in Recital B above. "Second Project Property" is defined in Recital B above. "State" means the State of California.
"Transfer" is defined in Section 603 .1 hereof.
"Very Low Income Household" shall mean a household earning not greater than fifty percent ( 50%) of Los Angeles County median income which is set forth from time to time by· regulation ofthe· United States Department o(Housing and Urban Development. 200. COMPLETION OF REHABILITATION; DISCLOSURE
201. Rehabilitation of the Second Project Property. The Nonprofit agrees to rehabilitate the Second Project 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 of 24 CFR part 35, and accessibility standards pursuant to 24 CFR part 8 (the "Rehabilitation"). The Rehabilitation shaU be conducted in such a manner so as to avoid or minimize tenant k:\agmt\housing\amended elmwood regulatory agmt
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Exhibit B 8 ATTACHMENT 10 - 397
1082
displacement to the greatest extent feasil;Jle, in accordance with the provisions of Section 209 .2 of the Affordable Housing Agreement.
202. Disclosure. Housing built before 1978 may contain lead-based paint. Lead from paint, paint chips and dust can pose health hazards if not taken care of properly. Lead exposure is especially harµiful to young children and pregnant women. Landlords must, before renting pre-1978 housing, disclose the presence of known lead-based paint and lead-based paint hazards in the dwelling. Tenants must also receive a Federally approved pamphlet on lead poisoning prevention. The Agency has undertaken a program to abate lead-based paint which existed in the First Project Buildings, some of which was removed and some of which was encapsulated and allowed to remain in place in the First Project Buildings. The Agency has made available to the Nonprofit all of the reports and records which it has com.missioned pertaining to lead-based paint and/or lead-based paint hazards in the First Project Buildings, and Nonprofit acknowledges receipt thereof. However, the Agency believes that the First Project Buildings were constructed prior to 1978, and, therefore, may contain lead-based paint. Nonprofit shall provide to its tenants,. all disclosures required by applicable law with respect to lead paint exposure. Moreover, Nonprofit shall comply with all applicable laws pertaining to lead-based paint for the Second Project Building.
300. OPERATION OF THE PROPERTY
301. Insurance Requirements. The Nonprofit shall tak~ 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 ($2,000,000) combined single limit policy, and a corpprehensive 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. Nonprofit 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 Nonprofit or its contractors, .subcontractors, agents or employees with respect to the Property. All policies shall protect the Nonprofit, 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 fonn. The _ Nonprofit shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that Nonprofit and any contractor with whom it has contracted for the performance of work oh the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Nonprofit shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the 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 shall contain a statement of obligation on the part of the carrier to notify City k:\agmt\housing\amended elrnwood regulatory agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 398
1083
and the Agency qf 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 tennination. Coverage provided hereunder by the Nonprofit shall be primary insurance and not be contributing with any insurance 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 Nonprofit at the time set forth therefor in the Schedule of Performance.

Nonprofit 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.
302. Indemnity. The Nonprofit shall defend, indemnify, assume all responsibility for, and hold the Agency and the City, and their representatives, volunteers, officers, employees and agents, ham1less 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 Nonprofit under this Agreement, whether such activities or performance thereof be by the Nonprofit or by anyone directly or indirectly employed or contracted with by the Nonprofit and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Nonprofit shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the Agency, the City, or their agents or employees. 303. Rights of Access. Representatives of the Agency and/or City shall have the right to inspect the Property so long as Agency and/or City representatives comply with all safety rules. ,
304. Compliance With Laws. The Nonprofit shall carry out the operation of the Property in conformity with all applicable laws, including all applicable City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code. • A portion of the cost of acquisition of the Buildings has been financed through funds provided to the City from the HOME Investment Partnership Act, 42 U.S.C. § 12701, et seq., pursuant to the implementing regulations set forth at 24 CFR 92 (the "HOME Program"). Accordingly, the Nonprofit shall comply with all applicable requirements of the HOME Program, as it now exists or may hereafter be amended. Upon request, the Agency/City shall provide to the Nonprofit a copy of applicable HOME Program requirements.
305. Financing of the Acquisition of the Property. The Nonprofit shall not enter into any conveyance for financing without the prior written approval of the Agency and City. 400. COVENANTS AND RESTRICTIONS
401. Duty to Prevent Hazardous Material Contamination. During the Rehabilitation of the Second Project Property and operation of the Property, the Nonprofit 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 k:\agmt\housing\amended elmwood regulatory agmt
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Exhibit B 8 ATTACHMENT 10 - 399
1084
Governmental Requirements with respect to Hazardous Materials. The Nonprofit 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 Nonprofit 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 Materials into the environment.
402. Affordable Housing Requirements.
402.1 Number of Units. The Nonprofit agrees to make available, restlict occupancy to, and rent nineteen (19) 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 twenty-three (23) of the apartment units in the Buildings to Low- and Moderate Income Households, at the rents established pursuant to Section 402.6 hereof. 402.2 Lease Requirements. Prior to rental of any of the apartment units in the Buildings to new tenants, Nonprofit shall submit a standard lease form to the Agency and City for their approval. Each such lease shall contain a waiver of relocation rights and benefits in a form which is r~asonably acceptable to the Agency and City. The Agency and City shall approve such lease fonn upon finding that such lease fonn is consistent with this Agreement and contains all of the provisions required pursuant to the HOME Program, HOME Regulations, and . the Co1mnunity E.edevelopment Law. The Nonprofit shall enter into a lease, in the form approved by the Agency and City, with each new tenant of an apartment unit within the Buildings, and each existing tenant whose existing lease has expired. No lease shall contain any ofthe provisions which are prohibited pursuant to Section 92.253 of the HOME Regulations. 402.3 Duration of Affordability Requirements. The Buildings shall be subject to the requirements of this Section 402 in perpetuity commencing upon the date of this Agreement. The duration of this requirement shall be known as the "Affordability Period." 402.4 Selection of Tenants. Each apartment unit in the Buildings shall be leased to tenants selected by the Nonprofit who meet all of the requirements provided herein.

Th~ Ag~ggy q,:pq/ or City may, from time to time, assist in the leasing of the apartment units in the Buildings by providing to the Nonprofit names of persons who have expressed interest in renting such units. The Nonprofit shall adopt a tenant ·selection system in confonnance with Section

92.253(e) of the HOME Regulations, which shall be approved by the Agency in its reasonable discretion, which establishes a chronological waiting list system and/or random lottery system for selection of tenants. The tenant selection system shall include, without limitation, a method • for investigation of the credit history of proposed tenants through obtaining a credit report on the proposed tenant. Highest priority in the selection of tenants shall be given to those applicants who have been displaced by Agency projects, if any. The Nonprofit shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 8 82 (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 k:\agmt\housing\amended elmwood regulatoiy agmt
08-21-02
Page7
Exhibit B 8 ATTACHMENT 10 - 400
1085
tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.
402.5 Income of Tenants. Prior to the rental or lease of any apartment unit in the Buildings to a tenant, and annually thereafter, the Nonprofit shall obtain an income certification from the tenant of each apartment unit. The Nonprofit shall verify the income . certification of the tenant in one or more of the following methods:
a.
periods, if any.
obtain two (2) paycheck stubs from the tenant's two (2) most recent pay / 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. 1 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 a credit report from a commercial credit reporting agency. f. obtain an alternate form of income verification reasonably requested by the Nonprofit, if none of the above forms of verification is available to the Nonprofit.

A person or family who at the time of income certi_fication qualified as a Very Low, Lower or Low- and Moderate Income Household, as applicable, shall continue to be deemed so qualified, until such time as the person or family's income is redetermined and the person or family is detennined by the Nonprofit to no longer be so qualified, even if such person or family's income has subsequently increased to an amount above the applicable income level.

Upon the Nonprofit's determination that the tenant is no longer qualified as either a Very Low, Lower or Low- and Moderate Income Household, such tenant's monthly rent, instead of the amount set forth in Section 402.6 hereof, shall be adjusted to the lesser of thirty percent of the tenant's monthly income or fair market rent, as reasonably determined by the Agency and the Nonprofit, In addition, the Nonprofit shall animaily submit to the Agency and City, .prior to Juiy 15 each year, a ce1iification of the number of apaiiment units in the Buildings actually occupied by Ve1y Low, Lower and Low- and Moderate-Income Households in such fonn as may be provided by the Agency.
402.6 Determination of Affordable Rent. Each apartment unit in the Buildings shall be rented at an "Affordable Rent" to be e$tablished by the Agency and City as provided herein. The maximum Monthly Rent chargeable for the apartment units within the Buildings shall be established by the Agency on an annual basis by written notice to the Nonprofit, upon publication of annual median income limits by the United States Department of Housing and Urban Development and the California Department of Housing and Community Development, at the following amounts:
k:\agmt\housing\amended elmwood regulato1y agmt
08-21-02

Exhibit B 8 ATTACHMENT 10 - 401
1086
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

Exhibit B 8 ATTACHMENT 10 - 402
1087
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

Exhibit B 8 ATTACHMENT 10 - 403
1088
(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

Exhibit B 8 ATTACHMENT 10 - 404
1089
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

Exhibit B 8 ATTACHMENT 10 - 405
1090
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

Exhibit B 8 ATTACHMENT 10 - 406
1091
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

Exhibit B 8 ATTACHMENT 10 - 407
1092
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

Exhibit B 8 ATTACHMENT 10 - 408
1093
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

Exhibit B 8 ATTACHMENT 10 - 409
1094
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 8 ATTACHMENT 10 - 410
1095
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

Exhibit B 8 ATTACHMENT 10 - 411
1096
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 8 ATTACHMENT 10 - 412
1097
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 8 ATTACHMENT 10 - 413
1098

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 8 ATTACHMENT 10 - 414
1099

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 8 ATTACHMENT 10 - 415
1100
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 8 ATTACHMENT 10 - 416
1101
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 8 ATTACHMENT 10 - 417
1102
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 8 ATTACHMENT 10 - 418
1103
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 8 ATTACHMENT 10 - 419
1104
Exhibit B 9
ATTACHMENT 10 - 420
1105

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91519-6459
Attention: Housing Director
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)
)
)
)
)
)
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26060290
1111111111111111111111111111111111111111111
Batch Number: 15657746
11111111111111111111111111111111111111111111
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 - 2025 Master Loan Amendment)
�til�THIRD AMENDMENT TO REGULATORY AGREEMENT is entered into as of --�� 2,, 2025 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 ("City")
, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC")
.

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

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

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

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

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
2 I 80\02\3876745.14
Exhibit B 9 ATTACHMENT 10 - 421
1106
Exhibit B 9
ATTACHMENT 10 - 422
1107
Exhibit B 9
ATTACHMENT 10 - 423
1108
Exhibit B 9
ATTACHMENT 10 - 424
1109
Exhibit B 9
ATTACHMENT 10 - 425
1110
Exhibit B 9
ATTACHMENT 10 - 426
1111
Exhibit B 9
ATTACHMENT 10 - 427
1112
Exhibit B 9
ATTACHMENT 10 - 428
1113
Exhibit B 9
ATTACHMENT 10 - 429
1114
Exhibit B 9
ATTACHMENT 10 - 430
1115
Exhibit B 9
ATTACHMENT 10 - 431
1116
Exhibit B 9
ATTACHMENT 10 - 432
1117
Exhibit B 9
ATTACHMENT 10 - 433
1118
Exhibit B 9
ATTACHMENT 10 - 434
1119
Exhibit B 9
ATTACHMENT 10 - 435
1120
Exhibit B 9
ATTACHMENT 10 - 436
1121
Exhibit B 9
ATTACHMENT 10 - 437
1122
Exhibit B 9
ATTACHMENT 10 - 438
1123
Exhibit B 9
ATTACHMENT 10 - 439
1124
Exhibit B 9
ATTACHMENT 10 - 440
1125
Exhibit B 9
ATTACHMENT 10 - 441
1126
Exhibit B 9
ATTACHMENT 10 - 442
1127
Exhibit B 9
ATTACHMENT 10 - 443
1128
Exhibit B 9
ATTACHMENT 10 - 444
1129
Exhibit B 9
ATTACHMENT 10 - 445
1130
1 2180\02\4178963.6

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
APN: 2468-013907 (SPACE ABOVE THIS LINE FOR RECORDER'S USE)

MODIFICATION AGREEMENT
(Project No. 6, Peyton Grismer Activity Center, 1819 Grismer 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. The Authority is the owner and BHC is the lessee of certain real property located at 1801-1815 Grismer Avenue, 1819 Grismer Avenue, and 1729-1735 Elliott Drive in 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 activity center currently located on the Property at 1819 Grismer Avenue to a property management office (the "Activity Center Space"). BHC is the owner of the improvements on the Property known as the Activity Center Space.

B. BHC and the Agency entered into a disposition and development agreement dated September 24, 2003 (the "DDA"), as amended on January 16, 2008 (the "DDA Amendment"), and lease agreement dated as of April 14, 2004 (the "Lease"), whereby BHC agreed to rehabilitate and then lease a portion of the Property as an activity center in conjunction with the rehabilitation and operation of adjoining properties as affordable housing.

ATTACHMENT 11 - 1
1131
2 2180\02\4178963.6
C. In connection with the DDA and the Lease, the Agency and BHC entered into a Loan Agreement, dated as of January 2, 2007 (the "Loan Agreement"), as amended. The City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008, which modified the Loan Agreement, as amended, and 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"). 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").

D. In connection with the DDA and the Lease, the Agency and BHC entered into a Regulatory Agreement, dated as of April 14, 2004, and recorded on the Property on June 7, 2006 as Document No. 06 1250632 (the "Regulatory Agreement") in the Los Angeles County Official Records (the "Official Records"), as amended by that Amended Regulatory Agreement dated as of January 16, 2008 and recorded on the Property on February 8, 2008 as Document No. 20080233892 in the Official Records (the "First Regulatory Agreement Amendment"), as 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"), and as further 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").

E. The Parties now desire to modify the DDA, the DDA Amendment, the Lease, the 2025 MLA, the Regulatory Agreement, the First Regulatory Agreement Amendment, 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 (the "Peyton Grismer Documents") attached as Exhibit B to permit the conversion of the Activity Center Space to a property management office.

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:

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 Activity Center Space as an activity center as of June 2026, and thereafter commence using the Activity Center Space as a property management office no later than September 1, 2026. BHC is ATTACHMENT 11 - 2
1132
3 2180\02\4178963.6
not requesting financial assistance from the City or the Authority for any upgrades (such as painting) to the Activity Center Space with this change of use.

3. Amendment of the DDA. Effective as of the Effective Date unless otherwise noted below, the DDA is hereby amended as follows:
(a) The text in Recital C reading "construct an Activity Center on the Property" is hereby amended to "construct a property management office on the Property". (b) The text in Recital D reading "construction of the Activity Center" is hereby amended to "construction of the property management office". (c) The definition of "Activity Center" is hereby deleted from Section 100. (d) Effective as January 1, 2027, the definition of "Activity Center Expenses" is hereby deleted from Section 100.
(e) The definition of "Rehabilitation" in Section 100 is hereby amended to delete "construction of the Activity Center on the Property" and replace it with "construction of the property management office on the Property".
(f) Effective as January 1, 2027, the last sentence in Section 405 reading "The Nonprofit shall also set aside, in a separate account, twelve percent (12%) of Effective Gross Income to be utilized exclusively for all costs associated with complying with Section 406 of the of this Agreement below ("Activity Center Expenses")" is deleted. (g) Section 406 is hereby deleted.

4. Amendment of the DDA Amendment. Effective as of the Effective Date, the DDA Amendment is hereby amended as follows:
(h) The text in Recital C reading "construct an Activity Center on the Property" is hereby amended to "construct a property management office on the Property". (i) The text in Recital E reading "construction of the Activity Center" is hereby amended to "construction of the property management office".

5. Amendment of Lease. Effective as of the Effective Date unless otherwise noted below, the Lease is hereby amended as follows:
(a) the reference in Section 1 to "development of other improvements including an Activity Center" is hereby amended to "development of other improvements including a property management office".
(b) The last sentence of Section 2 is revised to read: "The Property is exclusive of the property management office to be constructed on the land pursuant to the DDA, ATTACHMENT 11 - 3
1133
4 2180\02\4178963.6
notwithstanding that the property management office may or shall be construed as affixed to and as constituting part of the real property".
(c) Effective as of January 1, 2027, the text in (c) of the paragraph defining "Operating Expenses" in Section 5.2 reading "costs of operating the Activity Center (as defined in the DDA), which shall not exceed twelve percent (12%) of effective annual Income" is replaced with "INTENTIONALLY DELETED".
(d) The words "Activity Center" shall be replaced with "property management office" throughout Section 8 of the Lease.
(e) Effective as of January 1, 2027, the last sentence of Section 10(i), reading "The Nonprofit shall also set aside, in a separate account, twelve percent (12%) of Effective Gross Income to be utilized exclusively for all costs associated with complying with Section 406 of the DDA ("Activity Center Expenses")" is deleted.
(f) Effective as of January 1, 2027, the text in (c) of the first paragraph of Section 14 reading "the daily rentals of space within the Activity Center portion of the Improvements to outside parties" is replaced with "INTENTIONALLY DELETED". (g) Effective as of January 1, 2027, Section 14(d) reading "Daily rentals of space within the Activity Center third parties" is replaced with "INTENTIONALLY DELETED".

6. 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 11 - 4
1134
5 2180\02\4178963.6

7. Amendment of Regulatory Agreement. Effective as of the Effective Date unless otherwise noted below, the Regulatory Agreement is hereby amended as follows:
(a) The reference in Recital B to "activity center" is hereby amended to "property management office".
(b) Effective as of January 1, 2027, the definitions of "Activity Center" and "Activity Center Expenses" are hereby deleted from Section 100. (c) Effective as of January 1, 2027, the last sentence of Section 405 reading "The Nonprofit shall, in addition, set aside twelve percent (12%) of Gross Income to be utilized exclusively for all costs associated with complying with Section 406 below ("Activity Center Expenses")" is deleted.
(d) Section 406 is hereby deleted.

8. Amendment of the First Regulatory Agreement Amendment. Effective as of the Effective Date, the First Regulatory Agreement Amendment is hereby amended as follows:
(a) The reference in Recital B to "activity center" is hereby amended to "property management office".

9. Amendment of the Global Amendment No. 2. Effective as of the Effective Date, the Amendment of Global Amendment No. 2 is hereby amended as follows:
(a) The last three sentences in Recital D are hereby deleted. (b) The second sentence in Recital N is hereby deleted. (c) The second sentence in Recital O is hereby deleted.

10. References to Activity Center. All references to the activity center are hereby deleted from the Peyton Grismer Documents.

11. Full Force and Effect. Except as set forth in this Modification Agreement, the Peyton Grismer 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.

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.

ATTACHMENT 11 - 5
1135
6 2180\02\4178963.6

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 11 - 6
1136
S-1
2180\02\4178963.6
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 11 - 7
1137
2180\02\4178963.6
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 11 - 8
1138
2180\02\4178963.6

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 11 - 9
1139
2180\02\4178963.6

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 11 - 10
1140
A-1
2180\02\4178963.6
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
Weisswasser Property
Those portions of Lots 18, 19, and 20 of Tract 3097 in the City of Burbank, County of Los Angeles, State of California as per map recorded in Book 32, Page 12 of Maps, records of said county and more particularly described as follows:

Lots 18 and 19 except the following described portions:

Beginning at the southeast corner of Lot 18 then along the south line of said Lot, N 89 31' 40" W 367.00 feet; then N 0 28' 60" W, parallel with the west line of said tract, 41.50 feet; then S 89 31' 40" E 185.00 feet; than N 0 28' 50" W 68.50 feet to the south line of Lot 19; then continuing N 0 28' 50" W 14.50 feet; then S 89 31' 40" E, parallel with the south line of Lot 19, 163.82 feet to the west line of Grismer Avenue, 60.00 feet wide; then along said west line in a curve concave to the west, having a radius of 1631.52 feet, 116.29 feet to the Point of Beginning.

Lot 20 except the following described portions:

The westerly 100 feet;
Beginning at the northeast corner of Lot 20, then S 14 27' 30" E along the westerly line of Grismer Avenue, 60.00 feet wide, 51.74 feet; then N 89 31' 40" W 162.50 feet; then N 0 28' 50" W, parallel with the west line of said Tract, 50.00 feet to the northerly line of Lot 20; then S 89 31' 40" E along said northerly line 150 .00 feet to the Point of Beginning.

Reinoso Property
Parcel 1:

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

Parcel 2:

That portion of Lot(s) 20 of Tract No, 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32 Page(s) 12, ATTACHMENT 11 - 11
1141
A-2
2180\02\4178963.6
of Maps, in the office of the County Recorder of said County described as follows:

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

Parcel 3:

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

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

Parcel 4:

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

Grismer Property
Parcel 1:

A portion of Lot 20 of Tract 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, in the office of the County Recorder of said County.

Beginning at the northeast corner of said Lot 20; thence South 14 27' 30" East, along the easterly line, 51.74 feet; thence North 89 31' 40" West 162.50 feet; thence North 00 28' 50" West 50 feet to the north line of said Lot 20; thence South 89 31' 40" East along said northerly line, 150 feet to the Point of Beginning.

ATTACHMENT 11 - 12
1142
A-3
2180\02\4178963.6
Parcel 2:

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

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

Parcel 3:

That portion of Lots 19 and 20 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32,

described as follows:

Beginning at a point in the northerly line of said Lot 20, distant along said northerly line North 89 31' 40" West 150 feet from the northeast corner of said Lot 20; thence South 0 28' 50" East 50 feet, thence South 0 28' 20” West 116.07 feet to the northerly line of the southerly 33.93 feet of said Lot 19; thence along said last mentioned northerly line South 89 31' 40" East 192.27 feet, more or less, to a point in the westerly line of Grismer Avenue, 60 feet wide, being a curve concave westerly having a radius of 1,631.52 feet, a radial line of said curve to said point bears North 77 41' 19'' East; thence southerly along said curve an arc distance of 11.57 feet; thence along the northerly line of the southerly 22.62 feet to said Lot 19, North 89 31' 40" West 360.92 feet to the easterly line of the westerly 106.75 feet of said Lot 19; thence along said easterly line North 0 28' 50' West 77.38 feet to the southerly line of said Lot 20; thence along said southerly line North 89 31' 40" West 6.75 feet to the easterly line of the westerly 100 feet of said Lot 20; thence along said last mentioned easterly line North 0 28' 50" West 100 feet, ATTACHMENT 11 - 13
1143
A-4
2180\02\4178963.6
to the northerly line of said Lot 20; thence along said last mentioned northerly line South 89 31' 40" East 175 feet to the Point of Beginning.

Parcel 4:

The westerly 106.75 feet of Lots 18 and 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, together with the northerly 11.31 feet of the southerly 22.62 feet of that portion of said Lot 19 lying easterly of the easterly line of said westerly 106.75 feet of Lot 19.

Parcel 5:

The easterly 230.92 feet of the westerly 337.67 feet of Lot 18 and the southerly 11.31 feet of that portion of Lot 19 of Tract No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the County Recorder of said County, lying easterly of the easterly line of the westerly 106.75 feet of said lot 19.

Parcel 6:

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

Parcel 7:

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

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

ATTACHMENT 11 - 14
1144
A-5
2180\02\4178963.6
Parcel 8:

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

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

Parcel 9:

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

ATTACHMENT 11 - 15
1145

DISPOSITION AND DEVEVELOPMENT AGREEMENT
By and Between the

REDEVELOPMENT AAGENCY OF THE CITY OF BURBANK
and

BURBANANK HOUSING CORPORATION
1702 1102 RA 82-1
K:\Projects\Peyton-Grismer\DDA\v2 26,555 R-2086

9.23.03 Exhibit B 1
ATTACHMENT 11 - 16
1146

DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is entered into as ofSepiembeR 24, 2003, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the Nonprofit").

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

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

B. The Agency has caused the institution of eminent domain actions to acquire ten (10) multifamily apartment buildings (the "Buildings") in the City of Burbank, located at 1801- 1815 Grismer Avenue (the "Weisswasser Property") and 1729-1735 Elliott Drive (the "Reinoso Property"), and owns an additional unimproved property at 1819 Grismer Avenue. The Weisswasser Property, Reinoso Property, and the property at 1819 Grismer Avenue are collectively referred to hereafter as the "Property." The Property is further described in the Legal Description and depicted in the Map, which are both attached hereto and incorporated herein. The Property was acquired with funds from the Agency's Low and Moderate Income Housing Fund.

C. The parties now desire for the Agency to complete its acquisition of the unacquired portions ofthe Property, to lease the Property to the Nonprofit, for the Nonprofit to agree to rehabilitate and operate the Property, construct an Activity Center on the Property and other site improvements, and lease approximately 47% of the apartment units in the Buildings (after rehabilitation) to Very Low and Lower Income Households at an Affordable Rent.

D. The lease of the Property by the Agency to the Nonprofit, and the Nonprofit's rehabilitation and operation of the Improvements, including the construction of the Activity Center pursuant to the terms of this Agreement are in the vital and best interest of the City and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements.

K:\Projects\Peyton-Grismer\DDA\v2
Exhibit B 1
ATTACHMENT 11 - 17
1147
100.

NOW, THEREFORE, the Agency and the Nonprofit hereby agree as follows:

DEFINITIONS
"Activity Center" means the Peyton-Grismer Activity Center, to be constructed by the Nonprofit as part of the Rehabilitation and operated by Nonprofit in accordance with Section 406 hereof. “Activity Center Expenses" are defined in Section 405 hereof. "Actual Knowledge" is defined in Section 208.1 hereof.
"Affordability Period" shall mean the duration of the affordable housing requirements which are set forth in this Agreement and the Regulatory Agreement, as set forth in Section 402.2 hereof. "Affordable Housing Agreements Expenses" shall mean the reasonable and necessary operating expenses of the Nonprofit, attributable to the rental and operation of the Buildings, or with respect to the rental or operation of any real property owned by Nonprofit which is the subject of an Affordable Housing Agreement. Affordable Housing Agreements Expenses shall include without limitation the cost of salaries, wages and other compensation of the employees of the Nonprofit, employee education, training and travel, rent, taxes, property, liability, automobile and directors' and officers' insurance, utilities, copying, postage and other communications costs, equipment, materials and supplies attributable to the operation of the Buildings or other Nonprofit properties subject to affordable housing agreements. As used herein, "affordable housing agreement" means any agreement between or among Nonprofit and City, Agency, and/or the Housing Authority of the City of Burbank in which Nonprofit agreed to long-term affordability covenants in accordance with either federal, state, or local affordable housing laws and/or regulations. "Affordable Rent" shall have the meaning set forth in Health and Safety Code Section 50053 and in Section 402.5 hereof. "Agency" means the Redevelopment Agency of the City of Burbank, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to its rights, powers and responsibilities. "Agency's Conditions to Lease Commencement" means the conditions precedent to the Ground Lease Commencement for the benefit of Agency, as set forth in Section 204.1 hereof. "Agency's Environmental Reports" means the reports documenting the environmental conditions prior to the
of
execution
the Property and/or the Buildings, which environmental reports have been prepared of this Agreement or will be prepared by the Agency pursuant to this Agreement. 2 K:\Projects\Peyton-Grismer\DDA\v2
Exhibit B 1
ATTACHMENT 11 - 18
1148
"Agency Loan" means the loan from the Agency to the Nonprofit pursuant to Section 311.2.b hereof. "Agreement" means this Disposition and Development Agreement by and between the Agency and the Nonprofit. "Buildings" means those multifamily apartment buildings remaining on the Property after the Rehabilitation. “Capital Replacement Reserve" is defined in Section 405 hereof. "Cify" means the City of Burbank, a California charter city and municipal corporation. "Community Redevelopment Law" means California Health and Safety Code Section 33000, et seq. as the same now exist or may hereinafter be amended. "Condition of Title"is defined in Section 203 hereof.

County" means Los Angeles County.
"CRL Lower Income Rent” shall have the meaning ascribed to it under Health and Safety Code Section 50053(b)(3), as it may amended. As of the Date of Agreement, CRL Lower Income Rent is defined as the product of 30 percent times 60 percent of the area median income adjusted for family size appropriate for that unit. For those lower income households with gross incomes that exceed 60 percent of the area median income adjusted for family size, CRL Lower Income Rent shall be defined as thirty percent of gross income of the household. "CRL Very Low Income Rent" shall have the meaning ascribed to it under Health and Safety Code Section 50053(b)(2). As of the Date of Agreement, CRL Very Low Income Rent is defined as the product of 30 percent times 50 percent ofthe area median income adjusted for family size appropriate for that unit. "Date of Agreement” means the date set forth in the first paragraph hereof. "Deed of Trust" means the form Deed of Trust and Assignment of Rents to be executed by the Nonprofit in favor of the Agency and recorded as an encumbrance to the Property as security for the repayment of the Agency Loan under the Promissory Note, in the form of Exhibit B to the Loan Agreement. "Default"means the failure of a party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof. "Eligible Persons" means any individual, partnership, corporation or association which qualifies as a "displaced person" pursuant to the definition provided in Government Code Section 7260(c) of the California Relocation Assistance Act of 1970, as amended, and any other applicable federal, state, or local regulations or laws.

K:\Projects\Peyton-Grismer\DDA\v2 3
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1301

AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between the

REDEVELOPMENT AGENCY OF THE CITY OF BURBANK
and

BURBANK HOUSING CORPORATION
K:\Projccts1,Peyton-Grismcr\DDA I" amendment 2008\DDA 1st Amendment Agency v7 FTNAL 01·10-08 Exhibit B 2 ATTACHMENT 11 - 172
1302

AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT

THIS AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (this "Amendment") is entered into \j~ ft,, , 2008, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Nonprofit").

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

A. 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 oflow- and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

B. The Agency and Nonprofit entered into that certain Disposition and Development Agreement dated September 24, 2003 (the "DDA") concerning ten (10) multifamily apartment buildings (the "Buildings") in the City of Burbank, located at 1801-1815 Grismer Avenue, 1729- 1735 Elliott Drive;-and 1819 Grismer Avenue (collectively referred to hereafter as the "Property"). The Property is further described in the Legal Description attached hereto as Exhibit A and depicted in the Map attached hereto as Exhibit B, which are both attached hereto and incorporated herein.

C. The purpose of the DDA was to complete acquisition of the unacquired portions of the Property, to lease the Property to the Nonprofit, for the Nonprofit to agree to rehabilitate and operate the Property, construct an Activity Center on the Property and other site improvements, and lease approximately 47% of the apartment units in the Buildings (after rehabilitation) to Very Low and Lower Income Households at an Affordable Rent. In addition, the parties now wish to further restrict the remaining apartment units to Moderate Income Households.

D. Agency loaned Nonprofit $3,441,000 though the DDA and a related loan agreement to accomplish rehabilitation of the Property, however, Nonprofit has determined that an additional $2,665,484 is now required to complete the scope of rehabilitation set forth in the DDA.

E. The lease of the Property by the Agency to the Nonprofit, and the Nonprofit's rehabilitation and operation of the Improvements, including the construction of the Activity Center pursuant to the terms of this Amendment are in the vital and best interest of the City and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements.

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NOW, THEREFORE, the Agency and the Nonprofit hereby agree to the following amendments:

1. Nonprofit agrees to rehabilitate the Property as specified in Exhibit C, the Amendment to Scope of Rehabilitation, which replaces Attachment No. 4 to the DDA.

2. Nonprofit agrees to complete the rehabilitation in accordance with the Amendment to Schedule of Performance, attached hereto as Exhibit D, which replaces Attachment No. 5 to the DDA, and incorporated by this reference.

3. The Loan Agreement referenced in Section 311.2 of the DOA, and attached thereto as Attachment No. 7, is amended to include that certain Loan Agreement by and between the Agency and Nonprofit dated January 2, 2007, and is further amended as set forth in Exhibit E, attached hereto and incorporated by this reference, to include an additional Two Million Six Hundred Sixty Five Thousand Four Hundred and Eighty Four Dollars ($2,665,484).

4. Section 402.1, Number of Units, shall be amended to read as follows:

The Nonprofit agrees to make available, restrict occupancy to, and rent fourteen (14) of the Housing Units to Very Low Income Households, nineteen (19) of the Housing Units to Lower Income Households, and thirty-seven (37) of the Housing Units to Moderate Income Households (the "Affordable Units") all at an Affordable Rent. Seven (7) of the Affordable Units rented to Very Low Income Households shall be one-bedroom Housing Units. Three (3) of the Affordable Units rented to Very Low Income Households shall be two-bedroom Housing Units. Four (4) of the Affordable Units rented to Very Low Income Households shall be three-bedroom Housing Units. Ten (IO) of the Affordable Units rented to Lower Income Households shall be one-bedroom Housing Units. Three (3) of the Affordable Units rented to Lower Income Households shall be two-bedroom Housing Units. Six (6) of the Affordable Units rented to Lower Income Households shall be three-bedroom Housing Units. Eighteen ( 18) of the Affordable Units rented to Moderate Income Households shall be one-bedroom Housing Units. Nine (9) of the Affordable units rented to Moderate Income Households shall be two-bedroom Housing Units. Ten (10) of the Affordable Units rented to Moderate Income Households shall be three-bedroom Housing Units. All affordable units may float within the Property (i.e. the actual units within the Property subject to the income restrictions can vary as long as the percentage of units available to Very Low Income Households and Lower Income Households do not fall below the minimum numbers required herein), to the extent the substituted units are comparable in size, features, and number of bedrooms to the originally designated units.

5. Subsection b. of Section 402.6, Determination of Affordable Rent, shall be amended to read as follows:

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b. The nineteen (19) Affordable Units that will be rented to Lower Income Households shall be rented at CRL Lower Income Rent. The thirty-seven (3 7) Affordable Units that will be rented to Moderate Income Households shall be rented at CRL Moderate Income Rent as provided by California Health and Safety Code§ 50053(b)(4).

6. The Regulatory Agreement referenced in Section 409 of the DDA, and attached thereto as Attachment No. 8, is amended as set forth in Attachment No. 2 to Exhibit E, attached hereto and incorporated by this reference.

7. Modifications. Any alteration, change or modification of or to this Amendment, in order to become effective, shal I be made in writing and in each instance signed on behalf of each party.

8. Severability. If any term, provision, condition or covenant of this Amendment or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Amendment , 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.

9. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Amendment , and in signing this Amendment , 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 Amendment, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Amendment ; and, they have freely signed this Amendment 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 Amendment , and without duress or coercion, whether economic or otherwise.

10. Time of Essence. Time is expressly made of the essence with respect to the performance by the Agency and the Nonprofit of each and every obligation and condition of this Amendment.

11. 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 Amendment including, but not limited to, releases or additional agreements.

12. Conflicts of Interest. No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Amendment, nor shall any such member, official or employee participate in any decision relating to the Amendment which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.

13. Time for Acceptance of Amendment by Agency. This Amendment, when executed by the Nonprofit and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before thirty (30) days after signing and delivery of this Amendment by the Nonprofit or this Amendment shall be void, except to the extent that the Nonprofit shall consent in writing to a further extension of time for the authorization, execution and delivery of this Amendment.

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IN WITNESS WHEREOF, the Agency and the Nonprofit have executed this Amendment as of the date set forth above.

ATTEST:

Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and
politic
Dennis A. Barlow, City Attorney/ Agency Counsel
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: ~
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EXHIBIT A

LEGAL DESCRIPTION
Exhibit A
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----· -- - ----

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

Parcel 1:

A po1tion of Lot 20 of Tract 3097, in the City of Burbank, County of Los Angeres, State of California, as per map recor·ded in Book 32, Page 12 of Maps, In the Offici~ of the County Recorder of said County.

Beginning al the Northeast corner of said Lot 20; thence South 14° 27' 30" East, along the Easterly line, 51. 74 feet; thence North 89° 31' 40" West 162.50 feet; thence North 0° 28' 50" West SO feet to the North line of sale Lot 20; thence South 89° 31' 40" East along said Northerly line, 150 feet to the point of beginning.

ParcE:I 2:

That portion of Lots 19 and 20, of Tract No. 3097, In the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page.; 12 of Maps, in t he Office of the Coun~y Recorder of said County, described as fo,lows:

Beginning at a point of intersection of the Southerly line of the Northerly 50.00 feet of said Lot 20 V':llh the Westerly line of Grismer Avenue, 60.00 feet wide; thence ester y along said Southerly llne North 89° 31' 40" West 152.50 feet; the,ce South 0° 28' 20" West 116.07 feet to a point in the Northerly line of the Southerly 33.93 feet of said Lot 19; thence Easterly along said Northerly line, South 89° 31' 40" East 192.27 feet, more or less, to a point in said Westerly line of Gr·smer Avenue, said line being a curve concave to the West having a radius of 1,631.52 feet, a radial to said point bears North 77° 41' 19" East; thence Northerly along lhe arc of said curve 61.14 feet; thence on a tangent line North l 4" 27' 30" West 58. 70 feet, more or less, to the point of beginning.

Parce:I 3:

That portion of Lots 19 and 2.0 of Tracl No. 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of Maps, in the office of the county recorder of said county, described as follov,s:

Beginning at a poinl ln the Northerly line of said Lot 20, distant along said Northerly line North 89° 31' 40'' West 150 feet from the Northeast corner of said Lot 20; thence South 0' 28' 50" East 50 feet; thence South 0" 28' 20" West 116.07 feet to the Northerly line of the Southerly 33.93 feet of said Lot 19; l hence along sa id last mentioned Northerly line South 89" 31' 40" East !92.27

EXHIBIT A
,---.

Exhibit B 2 ATTACHMENT 11 - 178
1308
--,
File 1',,. 02335285
feet, more or less, to a point In the Westerly line of Grismer Avenue, 60 feet wide, being a curve concave Westerly having a radius of 1,631.52 feet, a radial line of said curve to said point bears North 77° 41' 19" East; thence Southerly alon9 said curve an arc distance of 11.57 feet; thence along the Northerly line of the !:-outherly 22.62 feet to said Lot 19, North 89° 31' 40" West 360.92 feet to the F.asterty line of the Westerly 106. 75 feet of said Lot 19; thence along said E~sterly line North 0° 28' 50" \"Jest 77. 38 feel to the Southerly line of said Lot 20; ::hence along said Southerly line North 89° 31' 40" West 6.75 feet to the Easterly line of the Westerly 100 feet of said Lot 20; thence along said !ast mentioned Easterly line North 0° 28' 50" West 100 feet, to the Northerly II ne of said _ot 20; thence along said last mentioned Northerly line South 89° 31' 40'' East 175 feet to the point of beginning.

The Westerty 106.75 feet of Lots 18 and 19 of Tract No. 3097, in the City of Burb3nk, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of maps, in the office of the county recorder of said co unty, together with the Northerly 11.31 feet of the Southerly 22.62 feet of that portion of said Lot 19 ly 'ng Easterly of the Easterly line of said Westerly 106.75 feet of Lot 19.

Parcel S:

The l=asterly 230.92 feet of the Westerly 337.67 feet of Lot 18 and the Southerly

11.31 feet of that portion of Lot 19 of Tract No, 3097, in the City of Burbank, in the County of Los Angeles, State of California, as per map recorded ln Book 32

Easterly of the Easterly line of the Westerly 106.75 feet of said Lot 19.

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

Parcel 7:

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

Beginning at a point in the South line of said Lot 20, distant thereon East 50 feet :"c: frorr the Southwest corner of said Lot 20; thence East along the South line of •' said LoL, a distance of SO feet to a point; thence North and parallel with the West •• line of said Lot 20 to a point in the North line of said Lot; thence West·along the North line of said Lot, a distance of 50 feet to a point; thence South in a direct line to the point of beginning.

Exhibit B 2 ATTACHMENT 11 - 179
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- ,
Fik ':c: 02335285
Parcel 8:

That portion of Lot 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of 1"1aps, In the office of the County Recorder of said County, described as follows:

Beginning at the Southwest corner of said Lot 20; thence East along the South line of said Lot 20, a distance of 50 feet to a point; thence North and parallel with the West line of said Lot, to a point in the North line of s~id Lot 20; thence West to the Northwest corner of said Lot 20; thence South along the West line of said Lot 20, to the point of beginning, the Southwest corner.

Parcel 9:

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

Exhibit B 2 ATTACHMENT 11 - 180
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EXHIBIT B

MAP DEPICTING THE PROPERTY
Exhibit B
K:\ProjectslPeyton-Grismer\DDA 1• amendment 2008\DDA 1st Amendment Agency v7 ANAL 01-10-08 Exhibit B 2 ATTACHMENT 11 - 181
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Exhibit B 2 ATTACHMENT 11 - 182
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EXHIBITC

AMENDMENT TO

SCOPE OF REHABILITATION

REVISED TO INCLUDE SPECIFICS FOR EACH

REMAINING BUILDING & ACTIVITY
(i.e., 1815, 1811, 1813, 1807, parking Jot, etc.)
The original scope of work consisted of the rehabilitation of buildings and grounds located at 1801- 1815 Grismer Avenue and 1729-1735 Elliott Drive and the parcel known at 1819 Grismer Avenue in the City of Burbank. The scope of work included the following:

I. new construction of approximately 2,500 sq ft Family Resource Center/ Administrative Offices;

2. rehabilitation of a four buildings consisting of 12 units located at 1729-1735 Elliott Drive;

3. the demolition of two units located at 1729 Elliott Drive;

4. rehabilitation of five buildings consisting of 84 units located at 1801-1815 Grismer Avenue;

5. conversion of 12 two bedroom units to 12 three-bedroom units;

6. rehabilitation of apartment interiors, including: kitchen and bathroom remodeling, new flooring and carpeting;

7. upgrade plumbing, electrical systems and HVAC systems;

8. repair and/or replacement of exterior walls, roofs, doors and windows;

9. demolition of four end units at 180 I Grismer A venue; I 0. demolition of the entire 20-unit structure at 1807 Grismer A venue;

11. upgrade common area landscaping;

12. construct new parking lot, hardscape, and fencing; and

13. remediate lead-based paint and asbestos as required.

Rehabilitation continues at the project site. To date, all 10-units and site work located at 1729-1735 Elliott Drive, a 20-unit building located at 1801 Grismer, and the Family Resource Center/Administrative Offices have been completed. Construction is currently underway at a 16-unit building located at 1815 Grismer.

The scope of work remaining is to complete the unrehabilitated buildings located at 1801-1815 Grismer which will include the following major components:

I. rehabilitation of 40 units located at 1811, 1813, and 1815 Grismer;

2. conversion often two bedroom units into ten three-bedroom units, which includes 8 units within 1811 & 1813 Grismer and 2 units within I 815 Grimser;

3. demolition of 1807 Grismer (a 20-unit building);

4. construction of a new parking lot in place of 1807 Grismer; and

5. construction and installation of landscape, irrigation, fencing, hardscape, site drainage, and courtyard improvements.

Exhibit C
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The work will follow plans approved by the City's Housing Division and Building Division. The work will include, but will not be limited to the following:

Apartment interiors: Repairs and remodeling of bathrooms (new bathtub/shower combination units, toilets, vanities, fixtures), kitchens (new cabinets, countertops, fixtures, garbage disposal, and stoves) and bedrooms, flooring, upgrading of electrical, plumbing, new HVAC systems, new carpeting, and interior painting.

Demolition: Demolition of the entire 20-unit building at 1807 Grismer Building exteriors: Repair and/or replacement of walls, install new roofs, doors and windows, exterior painting, lighting, staircase hand railings, gutters and downspouts, insulation, and hot water heaters,
New construction: Construction of two two-story room additions at 1811 Grismer and 1813 Grismer for a total of four room additions. The new additions are part of the reconfiguration of two bedroom units to three bedroom units to include a master bedroom and bathroom. The new addition will result in a total of eight three bedroom units within 1811 Grismer and 1813 Grismer.

Site improvements: Landscaping and irrigation, new mail center (1815 Grismer), hardscape, site drainage, courtyard improvements, fencing, parking lot paving, striping and lighting,
Hazard control: Remediation of lead-based paint and asbestos as required.

Exhibit C
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EXHIBITD

AMENDMENT TO

SCHEDULE OF PERFORMANCE
Exhibit D
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AMENDMENT TO

SCHEDULE OF PERFORMANCE
Action Date

1. Submission- Critical Path Schedule. The Within 3 weeks of awarding NONPROFIT shall submit a construction critical contract to Contractor and path schedule to establish payment progress prior to disbursement of funds, milestones but no later than February 6,
2008

2. Completion of Construction of 1815 Grismer by Not later than February 15, NONPROFIT 2008

3. Approval- The Agency and/or its representative Prior to commencement of will approve the Critical Path Schedule provided rehabilitation, but not later than by NONPROFIT March 1, 2008

4. Relocation by Agency of households occupying Before commencement of units to be rehabilitated at 1811 and 1813 Grismer rehabilitation, but not later ,than Avenue March 1, 2008

5. Commence rehabilitation of 1811 and 1813 Not later than March 1, 2008 Grismer Avenue by NONPROFIT

6. Completion of Construction of 1811 and 1813 Not later than March 1, 2009 Grismer Avenue by NON PROFIT

7. Relocation by Agency of households occupying Before commencement of units to be demolished at 1807 Grismer Avenue demolition, but not later than June 1, 2009

8. Demolition and Site Clearance for 1807 Grismer Not later than June 1, 2009 Avenue. The NONPROFIT shall demolish and
rouoh Qrade portions of the site

9. Completion of Demolition of 1807 Grismer Avenue Not later than June 30, 2009 by NONPROFIT

10. Commence remaininQ site work by NONPROFIT Not later than July 1, 2009

11. Completion of construction and request for Not later than December 1, Certification of Completion by NONPROFIT 2009

12. Issuance - Certificate of Completion. The Agency Within 45 days after request shall furnish the NONPROFIT with a Certificate of for Certification of Completion Completion and satisfactory completion of
all improvements
Exhibit D
Exhibit B 2 ATTACHMENT 11 - 186
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EXHIBITE
LOAN AGREEMENT AMENDMENT NO. l
Exhibit E
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LOAN AGREEMENT
AMENDMENT NO. 1
THIS AMENDMENT TO THE LOAN AGREEMENT (the "Amendment") is entered into this _ day of ____ , 2008, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), the CITY OF BURBANK, a municipal corporation and charter city, and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Borrower" or "BHC").

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

A. 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 Avenue, 1819 Grismer Avenue and 1729-1735 Elliott Drive. As part of the DOA, the Agency provided BHC a loan of $3,441,000 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 loan payments were to begin when the construction is completed, and continue for 55 years thereafter. BHC was obligated to obtain some third party financing from a private lender once the project is complete, and those funds shall be paid to the Agency. This private loan requirement was eliminated through the refinancing. The aforementioned project is hereafter referred to as either "Property No. 6 or Project No. 6".

B. The parties entered into that certain Loan Agreement dated January 2, 2007 for the then amount of $20,003,347.62 (the "Loan Agreement") to refinance and consolidate debt between the parties, which include Property No. 6 or Project No. 6.

C. BHC requires additional funds of up to $2,665,484 to be used for Property No. 6 or Project No. 6 as defined above and to amend the Loan Agreement to reflect this increase in funds.

D. On January 15, 2008, the City and Agency held a duly noticed public hearing to consider this revision to the DOA and the corresponding report prepared in accordance with Health and Safety Code Section 33433.

NOW, THEREFORE, the Agency, City and BHC (hereafter "Borrower") hereby agree as follows:

I. Section I "Loans for Individual Properties" is amended to add the following new paragraph:

In accordance with Loan Agreement Amendment No. 1, the Agency agrees to lend to Borrower and Borrower agrees to pay to Agency an additional amount of Two Million Six Hundred Sixty Five Thousand, Four Hundred and Eighty Four Dollars ($2,665,484) to be used on Project No. 6. An additional promissory note payable to the Agency shall be executed by Borrower in the form attached hereto as Attachment No. I to include such additional amount.

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2. Section l. l "Repayment of Amended Loan" is amended to add an additional promissory note for Property no. 6 in the amount of up to $2,665,484 The additional Promissory Note is attached hereto as Attachment No. l, and it states that the additional funds are to be secured by the existing Deed of Trusts which already secures the first Agency Loan.

3. Section 1.5 "Conditions to Disbursement of Agency Loan" is amended by adding the following new paragraph:

In addition to the aforementioned "Conditions Precedent", the $2,665,484 additional funds for Project No. 6 ("New Loan"), shall be disbursed as set forth below; however, in the event that Agency, Borrower, and Borrower's contractor, can agree to a critical path construction schedule, then the conditions to disbursement may be amended by the Agency's Assistant Executive Director, to reflect those agreed upon time lines. i. That portion of the New Loan up to $348,311 may be released as needed for the completion of 1815 Grismer.
ii. No more than 25% of the remaining amounts of the New Loan shall be released by Agency until 25% of the total rehabilitation for the remaining Scope of Development has been completed by Borrower (the remaining Amended Scope of Development, as that term is referred to in the Amended DDA, shall mean all remaining development other than 1815 Grismer);
111. No more than 50% of the New Loan shall be released by Agency until 50% of the total rehabilitation for the remaining Amended Scope of Development has been completed by Borrower;
iv. No more than 75% of the New Loan shall be released by Agency until 75% of the total rehabilitation for the remaining Amended Scope of Development has been completed by Borrower;
v. The remaining funds may be released by Agency as the rehabilitation is completed. Included in this New Loan is $210,652 to be used as the I 0% contingency amount to the new rehabilitation loan. Agency's Assistant Executive Director may release these funds if needed, in its discretion.

4. In the event there is any inconsistency between the terms of the Loan Agreement and this Amendment No. I, this Amendment No. l shall prevail. All other terms of the Loan Agreement not amended by this Loan Agreement Amendment No. 1, are hereby ratified.

5. In the future, any loan amendments or additional loans which affect only the Agency, or only the City, shall only be drafted with the affected parties.

6. The Regulatory Agreement is further amended to reflect the New Loan, and is attached hereto as Attachment No. 2.

7. Notice. 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 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, K:\Projects\Peyton-Grismer\DDA 1
st amd 2008\DDA 1st Amendment Agency v7 FINAL 01-10-08 Page 2 Exhibit B 2 ATTACHMENT 11 - 189
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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 Agency:

To Borrower:

To City:

Redevelopment Agency 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
Any written notice, demand or communication shall be deemed received immediately upon personal delivery or two (2) 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.

8. 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.
[END OF TEXT. SIGNATURE PAGE TO FOLLOW.]
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IN WITNESS WHEREOF, Agency, City and Borrower have executed this Agreement as of the date first set forth above.

Attest:

Margarita Campos, CMC, Secretary
Attest:

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

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
By: _____ ~ -------- Mary J. Alvord, Executive Director "CITY"
CITY OF BURBANK, a municipal corporation and
charter city
By: _____________ _
Mary J. Alvord, City Manager
Dennis A. Barlow, City Attorney/Agency Counsel
By: Joseph H. McDougall, Sr. Asst. City Attorney
"BORROWER"

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

Its: -----~------ ----- --------
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st amd 2008\DDA 1st Amendment Agency v7 FINAL 01-10-08 Page 4 Exhibit B 2 ATTACHMENT 11 - 191
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Attachment No. I

PROMISSORY NOTE FOR ADDITIONAL FUNDS
(AGENCY)
Project No. 6: 1801-1815 & 1819 Grismer and 1729-1735 Elliott Drive Up to $2,665,484.

Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of up to Two Million, Six Hundred Sixty Five Thousand Four Hundred and Eighty Four Dollars ($2,665,484) (the "New Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

1. Agreement. This Promissory Note (the "New Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of April 14, 2004, and as amended March 21, 2006, and in accordance with the Loan Agreement, as amended on January _ , 2008 (collectively the "Agreement"). Through the Loan Agreement Amendment No. I, the Agency is lending and Borrower is borrowing an additional amount of up to $2,665,484 to complete Project No. 6. The tenns of the Loan Agreement Amendment No. I is hereby incorporated by this reference. The rights and obligations of the Borrower and the Agency under this New Note shall be governed by the Agreement and by the additional terms set forth in this New Note.

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

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent ( I 00%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the New Note. The first residual receipt payment and compliance date shall be April I, 2008, as set forth below, and continuing every year thereafter until payment has occurred in full.

3.1 Definitions. As used in this New Note the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a Non-profit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and pursuant to the mission statement and goals of Borrower.

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

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

K:\Projects\Peyton•Grismer\DDA 111 amd 2008\DDA 1st Amendment Agency v7 FINAL 01·10--08 Page2 Exhibit B 2 ATTACHMENT 11 - 193
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The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April l of each year commencing on April 1, 2008, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

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

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

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

4. Security. This New Note is intended to be secured by the existing Deed of Trust dated October 23, 2006, as well as the existing Amended and Restated Leasehold Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing, recorded as Instrument No. 06-2369325. The Deed of Trust affects twelve (12) properties as security for this note. A default of this New Note could result in foreclosure of all twelve properties. The number of properties secured by this New Note is intended to increase or decrease from time to time.

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

6. Attorneys' Fees and Costs. Borrower agrees that if any amounts due under this New 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 New Note, whether or not suit is filed.

K:\Projects\Peyton-Grismer\DDA I" amd 2008\DDA 1st Amendment Agency v7 FINAL 01-1 0-08 Page 3 Exhibit B 2 ATTACHMENT 11 - 194
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7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this New Note in the event of default under the Deed of Trust or Agreement.

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

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

10. Borrower Assignment Prohibited. In no event shall Borrower assign or transfer any portion of this New 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.

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

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

K ;\Projects\Peyton-Grismer\DDA 1• amd 2008\DDA 1st Amendment Agency v7 FINAL 01-10-08 Exhibit B 2 ATTACHMENT 11 - 195
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Attachment No. 2
Amended Regulatory Agreement
K;\Projects\Peyton-Grismer\DDA l" amd 2008\DDA \st Amendmc:rn Agency v7 FINAL 01-10-08 Exhibit B 2 ATTACHMENT 11 - 196
1326
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: Assistant Executive Director )
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

AMENDED REGULATORY AGREEMENT
THIS AMENDED REGULATORY AGREEMENT (the "Amendment") is entered into as of ________ ., 2008, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Nonprofit").

RECITALS
A. Pursuant to the terms of a Disposition and Development Agreement between the Agency and the Nonprofit, dated as of September 24, 2003 (the "ODA"), the Nonprofit has leased real property comprising of land and ten multifamily apartment buildings (the "Buildings") in the City of Burbank, located at 1801, 1807, 1811, 1813, 1815, and 1819 Grismer Avenue and 1729-1735 Elliott Drive (collectively, the "Property"). The Property is further described in the Legal Description which is attached hereto as Exhibit A, and depicted in the Map which is attached hereto as Exhibit B, which are both incorporated herein.

B. Pursuant to the DDA, the Nonprofit has agreed to rehabilitate the Property including the demolition of the buildings on 1807 and 1819 Grismer A venue and construct an activity center on 1819 Grismer A venue. The Nonprofit has further agreed to lease the apartment units in the Buildings at an Affordable Rent to Very Low, Lower and Moderate Income Households.

C. The execution and recording of the Regulatory Agreement is a requirement of the ODA ("Agreement"), and was recorded as Instrument No. 062369324 in the Los Angeles County Recorders Office.

D. On January 15, 2008, the parties amended the DDA to provide for additional Agency funds in the amount ofup to Two Million Six Hundred Sixty Five Thousand Four Hundred and Eighty Four Dollars ($2,655,484) needed to complete the rehabilitation of the Property.

E. This Amended Regulatory Agreement, although unaffected by the amended DOA, is amended to reflect several minor modifications (the "Amendment").

K:\Projects\Peyton-Grismer\DDA I 51 amd 2008\DDA I st Amendment Agency v7 FINAL 0 1-10-08 Page I Exhibit B 2 ATTACHMENT 11 - 197
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NOW, THEREFORE, the parties hereto agree as follows:

I. Section I 00 is amended to add the following definitions:
"Amendment to DOA" shall mean the Amendment to the Disposition and Development Agreement which added up to $2,665,484 of additional Agency funds to the Project.

2. Section 402.1 is modified to reflect the correct distribution of affordable housing as follows:
402.1 Number of Units. The Nonprofit agrees to make available, restrict occupancy to, and rent fourteen (14) of the Housing Units to Very Low Income Households, nineteen (19) of the Housing Units to Lower Income Households, and thirty-seven (37) of the Housing Units to Moderate Income Households (the "Affordable Units") all at an Affordable Rent. Seven (7) of the Affordable Units rented to Very Low Income Households shall be one-bedroom Housing Units. Three (3) of the Affordable Units rented to Very Low Income Households shall be two-bedroom Housing Units.

Four (4) of the Affordable Units rented to Very Low Income Households shall be three-bedroom Housing Units. Ten (10) of the Affordable Units rented to Lower Income Households shall be onebedroom Housing Units. Three (3) of the Affordable Units rented to Lower Income Households shall be two-bedroom Housing Units. Six (6) of the Affordable Units rented to Lower Income Households shall be three-bedroom Housing Units. Eighteen (18) of the Affordable Units rented to Moderate Income Households shall be one-bedroom Housing Units. Nine (9) of the Affordable units rented to Moderate Income Households shall be two-bedroom Housing Units. Ten (I 0) of the Affordable Units rented to Moderate Income Households shall be three-bedroom Housing Units.

3. All other provisions of the Regulatory Agreement not amended by this Amendment shall remain valid and are ratified. In the event there are any inconsistencies between this Agreement and the Lease Agreement, this Amended Regulatory Agreement shall prevail.

IN WITNESS WHEREOF, the Agency and the Nonprofit have executed this Regulatory Agreement as of the date set forth above.

ATTEST:

Margarita Campos, CMC, Agency Secretary
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and
politic
By: ________________ _
Mary J. Alvord, Executive Director
K:\.Projects\Peyton-Grismer\DDA !
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APPROVED AS TO FORM
Dennis A. Barlow, City Attorney/Agency Counsel
B
Joseph H. McDougall, Sr. Asst. City Attorney
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: _______________ _
By: _______________ _
K:\Projects\Peyton-Grismer\DDA I st amd 2008\DDA I st Amendment Agency v7 FINAL 0 1-10-08 Page 3 Exhibit B 2 ATTACHMENT 11 - 199
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EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
K·\ProJects\Peyton-GrismeJ\ DDA 1• amendment 2008\DDA 1st Amendment Agency v7 FINAL 01-10-08 Exhibit B 2 ATTACHMENT 11 - 200
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'·.

File No: 02335285

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

Parcel 1:

A po1tion of Lot 20 of Tract 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32, Page 12 of Maps, Jn the Office of the County Recorder of said County.

Beginning at the Northeast corner of said Lot 20; thence South 14° 27' 30" East, along the Easterly line, 51. 74 feet; thence North 89° 31' 40" West 162.50 feet; then<:e North 0° 28' 50" West 50 feet to the North line of said Lot 20; thence South 89 .. 31' 40" East along said Northerly line, 150 feet to the point of bcgir.ning.

Parcel 2:

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

Beginning at a point of intersection of the Southerly line of the Northerly SO.DO feet of said Lot 20 with the Westerly line of Grismer Avenue, 60.00 feet wide; thence Westerly along said Southerly line North 89° 31' 40" West 162.50 feet; thence South 0° 28' 20" West 116.07 feet to a point In the Northerly line of the Southerly 33.93 feet of said Lot 19; thence Easterly along said Northerly line, South 89° 31' 40" East 192.2.7 feet, more or less, to a point in said Westerly llne of Gr:smer Avenue, said line being a curve concave to the West having a radius of 1,631.52 feet, a radial to said polnt bears North 77° 41' 19" East; thence Nortnerly along the arc of said curve 61.14 feet; thence on a tangent line North He. 27' 30" West 58.70 feet, more or less, to the point of beginning.

Parcel 3:

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

Beginning at a point ln the Northerly line of said Lot 20, distant along said Northerly line North 89° 31' 40'' West 150 feet From the Northeast corner of said Lot 20; thence South Q<- 28' 50" East SO feet; thence South 0° 28' 20" West. 116.07 feet to the Northerly line of the Southerly 33.93 feet of said Lot 19; thence-along said :ast mentioned Northerly line South 89' 31' 40" East 192.27

EXHIBIT A
Exhibit B 2 ATTACHMENT 11 - 201
1331
File!'-:,>: 02335285
feet, more or less, to a point In the Westerly line of Grismer Avenue, 60 feet wide, being a curve concave Westerly having a radius of 1,631.52 feet, a radial line of said curve to said point bears North 77° 41' 19'1 East; thence Southerly along said curve an arc distance of 11.57 feet; thence along the Northerly line of the Southerly 22.52 feet to said Lot 19, North 89° 31' 40" West 360.92 feet to the Easterly line of the Westerly 106. 75 feet of said Lot 19; thence along said Ezsterly line North 0° 28' 50" 1Nest 77.38 feet to the Southerly line of said Lot 20; :hence along said Southerly line North 89° 31' 40" West 6.75 feet to the Easterly line of the Westerly 100 feet of said Lot 20; thence along said last mentioned Easterly line North 0° 28' 50" West 100 feet, to the Northerly II ne of said '....ot 20; thence along said last mentioned Northerly line South 89° 31' 40" East 175 feet to the point of beginning.

Parcel 4:

The Westerly 106.75 feet of Lots 18 and 19 of Tract No. 3097, in the City of Burb:mk, in the County of Los Angeles, State of California, as per map recorded in Book 32 Page 12 of maps, in the office of the county recorder of said county, together with the Northerly 11.31 feet bf the Southerly 22..62 feet of that portion of said Lot 19 lying Easterly of the Easter\y line of said Westerly 105.75 feet of Lot 19.

Parcel 5:

The Easterly 230.92 feet of the Westerly 337.67 feet of Lot 18 and the Southerly

11.31 feet of that portion of Lot 19 of Tract No, 3097, in the City of Burbank, In the County of Los Angeles, State of California, as per map recorded in Book 32

Easterly of the Easterly line of the Westerly 106.75 feet of said Lot 19.

Parcel 6:

Lot 6 of Tract No. 7683, tn the City of Burbank, County of Los Angeles, State of Caiib rnla, as per map recorded in Book 80, Page 21 of Maps, in the office of lhe County Recorder of said County.

Parcel 7:

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

Beginning at a point in the South line of said Lot 20, distant thereon East 50 feet frorr the Southwest corr.er of said Lot 20; thence East along the South line of said Lol, a distance of SO feet to a point; thence North and parallel with the West line of said Lot 20 to a point in the North line of said Lot; thence West·along the North line of said Lot, a distance of 50 feet to a point; thence South in a direct line to the point of beginning.

Exhibit B 2 ATTACHMENT 11 - 202
1332
- - -------------- •
Fik No: 02335285
Parcel 8:

That portion of Lot 20 of Tract No. 3097, in the City of Burbank, County of Los Angeles, State of California, as per map recorded in Book 32., Page 12 of t-1aps, In the office of the County Recorder of said County, described as follows; Beginning at the Southwest corner of said Lot 20; thence East along the South line of said Lot 20, a dlstance of 50 feet to a point; thence North and paral lei with the West line of said Lot, to a point in the North line of said Lot 20; thence West to the Northwest corner of said Lot 20; thence South along the West line of said Lot 20, to the point of beginning, the Southwest corner.

Parcel 9:

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

Exhibit B 2 ATTACHMENT 11 - 203
1333
EXHIBIT "B"

MAP DEPICTING THE PROPERTY
K:\Projects\Peyton-Grismer\ DDA I" amendment 2008\DDA I st Amendment Agency v7 FIN AL O 1-10-08 Exhibit B 2 ATTACHMENT 11 - 204
1334
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11 EXHIBIT B
Exhibit B 2 ATTACHMENT 11 - 205
1335

ACKNOWLEDGMENT
State of California } ss,
County of ______ }
On _________ , before me, ________________ .

Notary Public, personally appeared ______________ ___ _ who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary

OPTIONAL INFORMATION
Description of Attached Document
Title or Type of Document: _______________ _
Date: ------- Number of Pages: _______ _ _
Signer(s) Other than Named Above: __________ ~--
Capacity(ies) Claimed by Signer
Signer's Name:
o Individual
0 0
0 0
0 Corporate Officer-Title:~--------------
Partner-- o Limited
Attorney in Fact
Guardian or Conservator
Other:
o General
o Trustee
Signer is Representing: ______________ _
Exhibit B 2 ATTACHMENT 11 - 206
1336
.. .

ACKNOWLEDGMENT
State of California } 5$,
Cou~y~ ______ }
On _________ , before me, _______________ _
Notary Public, personally appeared _________________ _
who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary

OPTIONAL INFORMATION
Description of Attached Document
Title or Type of Document:

Date: ------- Number of Pages: ________ _
Signer(s) Other than Named Above:. ____________ _
Capacity(ies) Claimed by Signer
Signer's Name:
0 Individual
0 Corporate Officer-Title:
0 Partner-- o Limited o General
0 Attorney in Fact o Trustee
0 Guardian or Conservator
0 Other:

Signer is Representing: ________ ___ __ _
Exhibit B 2 ATTACHMENT 11 - 207
1337
LEASE
By and Between

THE REDEVELOPMENT AGENCY

OF THE CITY OF BURBANK,
AGENCY
and

BURBANK HOUSING CORPORATION,
LESSEE
k:\projects\peyton-grismeJ\dda\l~se 09-25-03 Page I
Exhibit B 3 ATTACHMENT 11 - 208
1338
LEASE
This LEASE (the "Lease'') is made as of Ang i\ 14, , 2004, (the "Commencement Date") by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency" or "Lessor"), and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Nonprofit" or "Lessee").

1. SUBJECT OF LEASE.

The purpose of this Lease is to effectuate the Redevelopment Plans of the Golden State, City Centre, South San Fernando and West Olive Redevelopment Project Areas ("Redevelopment Plans"), the implementation plans adopted pursuant thereto, and the Disposition and Development Agreement between Agency and Lessee dated September 24, 2003 (the "DDA"), by providing for the lease of the "Property" (as hereinafter defined) to Lessee, the rehabilitation of the Improvements thereon (eight often buildings to be rehabilitated, the remaining two to be demolished), development of other improvements including an Activity Center, (together, the "Rehabilitation") and operation of the Property and Improvements before, during, and after the Rehabilitation. Pursuant to the DDA, the Agency and the Developer have also entered into and recorded in the official records of Los Angeles County a "Regulatory Agreement" which, together with the provisions of this Lease, sets forth the obligations contained in the DDA which are intended to survive the completion of the construction of the Rehabilitation. The DDA and the Regulatory Agreement, which are available in the offices of Agency as public records, are incorporated herein by reference and made a part hereof as though fully set forth herein. The Agency has provided a Joan ("Agency Loan") to the Lessee for the purpose of undertaking the Rehabilitation, which the Lessee must repay through "Residual Receipts" as set forth in the Promissory Note evidencing Lessee's obligation to repay the Agency Loan.

2. LEASE OF TITLE SITE.

Agency, for and in consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of Lessee to be paid, kept, performed and observed by Lessee, hereby leases to Lessee, and Lessee hereby leases from Agency, that certain real property in the City of Burbank (the "City") shown on the "Property Map" attached hereto as Exhibit "A" and incorporated herein by this reference, and having the legal description in the "Property Description" attached hereto as Exhibit "B" and incorporated herein by this reference (the "Property"). Except as expressly provided to the contrary in this Lease, reference to the Property is to the described land, the Improvements and other improvements existing on the Property as of the date of this Lease. The Property is exclusive of the Activity Center to be constructed on the land pursuant to the DDA, notwithstanding that the Activity Center may or shall be construed as affixed to and as constituting part of the real property.

3. LEASE TERM.

Lessee shall lease the Property from Agency and Agency shall lease the Property to Lessee for a term commencing on the Commencement Date and continuing for a period of fiftyk:lprojects\peyton-grismendda\lease 09-25-03 Paac2 Exhibit B 3 ATTACHMENT 11 - 209
1339
five (55) years after the In-Service Date (the "Tenn"), unless sooner terminated as provided for herein. As used herein, the "In-Service Date" means the date the Agency issues a final Release of Construction Covenants pursuant to the DDA.

4. USE OF THE SITE.

4.1. Use of the Property. Lessee covenants anq agrees for itself, its successors and assigns that during the T errn, the Property and the Improvements shall be devoted to those uses as set forth in this Lease, the DOA, and the Regulatory Agreement. In the event of any inconsistency between this Lease, the DDA, and the Regulatory Agreement, the most restrictive of the documents shall control.

4.2. Management. Nonprofit shall manage or cause the Property and the Improvements 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 Improvements which has been approved by the Agency. Nonprofit shall contract with a management company or manager to operate and maintain the Improvements in accordance with the terms of this Agreement (the "Property Manager"); provided, however, that the hiring and termination of the Property Manager shall be subject to approval by Agency Executive Director, or his or her designee. The fees payable to the Property Manager shall not exceed five percent (5%) of the gross rents of the Improvements or in accordance with industry standard as approved by the Agency. 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 Property Manager by Agency shall not be unreasonably withheld. If, at any time, the Property Manager is not performing to the reasonable satisfaction of the Agency, the Agency 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 have not been corrected within thirty (30) days after Agency's notice to Nonprofit, the Agency may in its sole discretion direct the Nonprofit to immediately tenninate the Property Manager.

Examples of management defects include, but are not limited to the following:
(a) Leasing to residents who exceed the prescribed income levels; (b) Allowing the residents to exceed occupancy limits prescribed by law or set forth in the DOA, this Lease, or the Regulatory Agreement without talcing immediate action to stop such overcrowding;
(c) Underfunding the prescribed Capital Replacement and Operating Reserves (Sections 10(1) and IO(j));
(d) Failing to timely maintain the Improvements and the Property in accordance with the DOA, Regulatory Agreement and the manner prescribed in Section 1 O;
(e) Failing to submit timely and/or adequate annual reports as required in Section 6.6;
lc:\projects\peyton-grismer\dda\lcase 09-25.03
Exhibit B 3 ATTACHMENT 11 - 210
1340
, .
(f) Fraud or embezzlement of Property monies, including without limitation the funds in the Capital Replacement Reserve, Operating Reserve and tenant security deposits; and
(g) Failing to fully cooperate with the Burbank Police Department or other local law enforcement agencies with jurisdiction over the Property, in controlling known criminal activity on the Property.

Notwithstanding the above, Lessee shall use its best efforts to correct any defects in management at the earliest feasible time and, if necessary, to replace the Property Manager as provided above.

4.3. Only Lawful Uses Permitted. Lessee shall not use the Property or the Improvements for any purpose that is in violation of any law, ordinance or regulation of any federal, state, county or local governmental agency, body or entity. Furthermore, Lessee shall not maintain, permit or commit any nuisance or unlawful conduct (as now or hereafter defined by any applicable statutory or decisional Jaw) on the Property or the Improvements, or any part thereof.

5. RENT.

5.1 Net Lease. It is the intent of the parties hereto that the rent provided herein shall be absolutely net to Agency and that Lessee shall pay all costs, taxes, charges, and expenses of every kind and nature against the Property and the Improvements which may arise or become due during the Tenn, and which, except for execution hereof, would or could have been payable by Agency.

5.2 Rent. During the Term of this Lease, Lessee agrees to pay in advance, on the Commencement Date and thereafter on April 1 every year thereafter rent in the amount of One Dollar ($1 .00) until the "Agency Loan" is repaid in full in accordance with the terms of the Promissory Note, executed pursuant to the Loan Agreement. Upon the complete repayment of the Agency Loan, with interest as set forth in the Promissory Note, Lessee shall pay, on April 1 of every year thereafter until the expiration of this Lease, the amount equal to one hundred percent (100%) of "Residual Receipts," as defined herein below.

As used herein, "Residual Receipts" shall mean Income less the sum of (i) Operating Expenses, (ii) Debt Service, and (iii) Reserve Deposits for each calendar year.

As used herein, "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) a property management fee not greater than five percent (5%) of gross rents collected from the Property; (b) painting, cleaning, repairs, alterations, landscaping, k:\projects\peyton-grismendda\lcase 09-2S-03 Page4
Exhibit B 3 ATTACHMENT 11 - 211
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utilities, refuse removal, certificates, pennits and licenses, sewer charges, real and persona] 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) costs of operating the Activity Center (as defined in the DOA), which sha11 not exceed twelve percent (12%) of effective annual Income; (d) the Affordable Housing Agreements Expenses (as defined in the DOA), which shall not exceed ten percent() 0%) of effective annual Income; and (e) other actual, reasonable and customary operating costs and capital costs which are directly incurred and paid by the Nonprofit. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.

As used herein, "Debt Service" shall mean all payments to service the debt of the Pennanent Loan (it is anticipated by the parties that the Permanent Loan will be repaid by the time the Lessee begins to make Residual Receipts ]ease payments under this Lease).

As used herein, "Reserve Deposits" shall mean (a) payments to a capita] replacement reserve account in an amount set forth in Section 405 of the DDA, and (b) payments to an operating reserve account in the amount set forth in the DOA (2% of effective annual Income).

On or before April I st of each year commencing on the first April I st the Agency Loan has been repaid in full in accordance with the Promissory Note, the Lessee shall annual1y provide the Agency a Residual Receipts report, in the fonn attached as Exhibit C to the Loan Agreement between Agency and Lessee, which shall describe in detail the annual Income, Debt Service, Operating Expenses, and Reserve Deposits, and Residual Receipts for that year. The Lessee shall also submit to the Agency, on or before April 1st of each year commencing after the date the Agency Loan has been repaid in full, annual financial statements with respect to the Improvements 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 financia] position, resu]ts of operations, and cash flows fairly and in accordance with generally accepted accounting principles.

The parties understand and acknowledge that the primary consideration for this Lease is the perfonnance of the covenants set forth in this Lease and the Regulatory Agreement, particularly (without limitation, however) the covenants to rent the units to Very Low and Lower Income Households at an Affordable Rent pursuant to Section 6 hereof and Section 402 of the Regulatory Agreement.

5.3 Payment of Rent. All rent that becomes due and payable pursuant to this Lease shall be paid to Agency at the address of Agency listed in Section 25. 7 or such other place as Agency may from time to time designate by written notice to the Lessee without notice or demand, and without setoff, counterclaim, abatement, defennent, suspension or deduction.

6. AFFORDABLE HOUSING REQUIREMENTS

6.1 Number of Affordab]e Units. Lessee agrees to make available, restrict occupancy to, and rent fourteen (14) of the apartment units on the Property ("Housing Units") to Very Low k:\projects\pcyton-grismeMda\Jease 09-25-03
Exhibit B 3 ATTACHMENT 11 - 212
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Income Households and nineteen (19) of the Housing Units to Lower Income Households (together, t~e "Affordable Units"). The Housing Units that are not Affordable Units shall be rented at market rates. Eight (8) of the Affordable Units rented to Very Low Income Households shall be one-bedroom Housing Units. Three (3) of the Affordable Units rented to Very Low Income Households shall be two-bedroom Housing Units. Three (3) of the Affordable Units rented to Very Low Income Households shall be three-bedroom Housing Units. Ten (10) of the Affordable Units rented to Lower Income Households shall be one-bedroom Housing Units.

Five (5) of the Affordable Units rented to Lower Income Households shall be two-bedroom Housing Units. Four (4) of the Affordable Units rented to Lower Income Households shall be three-bedroom Housing Units. All affordable units may float within the Property (i.e. the actual units within the Property subject to the income restrictions can vary as long as the percentage of units available to Very Low Income Households and Lower Income Households do not fall below the minimum numbers required herein), to the extent the substituted units are comparable in size, features, and number of bedrooms to the originally designated units.

For the purposes of this Lease, "Very Low Income Household" shall mean a household earning not greater than fifty percent (50%) of Los Angeles County area median income, adjusted for household size, as set forth by regulation of the California Department of Housing and Community Improvements, pursuant to Health and Safety Code Section 50105, or successor .statute.

For the purposes of this Lease, "Lower Income Household" shall mean a household earning not greater than the applicable portion of Los Angeles County median income (generally 80%) which is set forth from time to time by regulation of the California Department of Housing and Community Improvements, pursuant to Health and Safety Code Section 50079.5.

6.2 Duration of Affordability Reguirements. The Housing Units shall be subject to the requirements of this Section 6 in perpetuity commencing on the In-Service Date. For purposes of this Section 6.2, "in perpetuity" means the useful life of the Property with the land use controls imposed, but not less than fifty-five (55) years. The duration of this requirement shall be known as the "Affordability Period."

6.3. Selection of Residents. Lessee shall be responsible for the selection of residents of the Housing Units in compliance with lawful and reasonable criteria, including the criteria set forth herein and in Section 402.2 of the DOA.

6.4 Income of Residents. Following the initial lease-up of Housing Units to residents, and annually thereafter, the Lessee shall submit to Agency, at Lessee's expense, a swnmary of the income, household size and rent payable by each of the residents of the Housing Units. At the Agency's request, Lessee shall also provide to the Agency completed income computation and certification forms, in a form acceptable to the Agency, for any such tenant or residents. Lessee shall obtain, or shall cause to be obtained by the Property Manager, a certification from each tenant leasing an Affordable Unit demonstrating that such tenant is a Very Low Income Household or Lower Income Household, as applicable, and meets the eligibility requirements established for the Housing Unit. Lessee shall verify, or shall cause to be verified by the Property Manager, the income certification of the tenant as set forth in Section

6.6 hereof.
k.\projects\peyton-grismer\dda\lease 09-25-03 P.agc6
Exhibit B 3 ATTACHMENT 11 - 213
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6.5 Determination of Affordable Rent for the Affordable Units. Each Affordable Unit shall be rented at an .. Affordable Rent" as follows:
a. For the fourteen Affordable Units that will be rented to Very Low Income Households, seven (7) of the Affordable Units shall be rented at the lesser of (a) High HOME Rent (as defined below) or (b) CRL Very Low Income Rent (as defined below). The other seven (7) of the Affordable Units shall be rented at the lesser of (a) Low HOME Rent (as defined below) or (b) CRL Very Low Income Rent.
b. The nineteen (19) Affordable Units that will be rented to Lower Income Households shall be rented at CRL Lower Income Rent (as defined below).

As used herein, "CRL Lower Income Rent" is defined under Health and Safety Code Section 50053(b)(3), as it may amended. As of the Date of Agreement, CRL Lower Income Rent is defined as the product of 30 percent times 60 percent of the area median income adjusted for family size appropriate for that unit. For those lower income households with gross incomes that exceed 60 percent of the area median income adjusted for family size, CRL Lower Income Rent shall be defined as thirty percent of gross income of the household.

As used herein, "CRL Very Low Income Rent" is defined under Health and Safety Code Section 50053(b)(2). As of the Date of Agreement, CRL Very Low Income Rent is defined as the product of 30 percent times 50 percent of the area median income adjusted for family size appropriate for that unit.

As used herein, "Low HOME Rent" is defined under 24 C.F.R. 92.252(b) as the lesser of ( a) the rent for Very Low Income Households that does not exceed 30 percent of 50 percent of the area median income as determined by United States Department of Housing and Urban Improvements ("HUD"), with adjustments for smaller and larger families, or (b) High HOME Rent.

As used herein, "High HOME Rent" is defined under 24 C.F.R. 92.252(a) as the lesser of (a) the fair market value for comparable housing in the area as determined by the United States Department of Housing and Urban Development ("HUD") under 24 CFR 888.11, less the monthly allowance for utilities and services to by paid by each tenant, or (b) thirty percent (30%) of sixty-five percent (65%) of the median income for the area, as determined by HUD, with adjustments for number of bedrooms in 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 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. k:\projects\peylon-grismer\dda\lease 09-25--03
Exhibit B 3 ATTACHMENT 11 - 214
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c. The rents of the Housing Units may be increased simultaneously, once per year, regardless of when particular tenants commenced occupancy of their units. The Agency may in its discretion base the utilities allowance on a utilities allowance adopted by the Burbank Housing Authority, established in connection with the Section 8 program administered by the United States Department of Housing and Urban Improvements, or other method reasonably acceptable to the Agency. Upon the approval of the Agency, rents may be established at amounts which are lower than the maximum monthly rental amounts set forth above.

In the event the Lessee charges rents for one or more of the Housing Units which exceed Affordable Rent, the Lessee shall promptly, and without necessity of notice or request therefore by the Agency, correct such rent and repay the amount of overcharge to the residents so charged.

The cost to rectify such a discrepancy to Lessee shall not be deemed to constitute an expense of the Property. Any penalties arising from the charging of rents which exceed Affordable Rent shall be paid solely by Lessee.

6.6. Verifications. Lessee shall verify, or shall cause to be verified by the Property Manager, the income of each proposed and existing tenant of the Housing Units in an appropriate manner. Following the issuance of the Release of Construction Covenants pursuant to Section 311 of the DDA, and on or before June 30 of each year thereafter (or another mutually acceptable date approved in writing by the parties), Lessee, as an expense of the Property, shall submit to Agency the reports required pursuant to Health and Safety Code Section 33418, as the same may be amended from time to time, with each such report to be in a form reasonably acceptable to the Agency. Each annual report shall cover the immediately preceding fiscal year.

In addition, commencing on the first anniversary of the Commencement Date of this Lease, and continuing on each anniversary thereafter during the Term, the Lessee shall submit an Audited Financial Statement for the previous fiscal year (or portion thereof, including all funds from whatever source provided to the Lessee or Developer in connectiQn with the Property. The Audited Financial Statement shall demonstrate ongoing compliance with the financial requirements of this Lease, including, without limitation, the requirements under Article 6 hereof to charge an Affordable Rent, the requirements of Section 1 O(i) to maintain the Operating Reserve, and the requirements of Section 1 O(j) to maintain the Capital Replacement Reserve.

The Lessee shall maintain on file each tenant's executed lease and income verification and rental records for the Housing Units. 111e Lessee shall maintain complete and accurate records pertaining to the Very Low Income Units, the Lower Income Units, and the other Housing Units and will permit any duly authorized representative of the Agency, during regular business hours at the office of the Property Manager or at the Property, and at the Agency's sole cost and expense, to inspect the books and records of the Lessee pertaining to the Property, including those records pertaining to the occupancy of the Very Low Income Units, the Lower Income Units, and any other units. The Lessee shall prepare and submit to the Agency annually commencing on the first anniversary of the Commencement Date and on each anniversary thereof throughout the Tenn, a certificate of continuing program compliance and, on the first anniversary of the In-Service Date and each anniversary thereafter, a certificate of continuing program compliance as it pertains to the Affordable Units. Such documentation shall state for each unit in the Project the unit size, the rental amount, the number of occupants, and the income of the occupants and any other information which may be used to determined k:\projects\peyton-grismerldda\leasc 09-2S-03
Exhibit B 3 ATTACHMENT 11 - 215
1345
compliance with the tenns of this Lease, the Regulatory Agreement and the DDA.

6.7. Occupancy Standards. Occupancy of Housing Units shall be limited to two persons per bedroom plus one additional person per Housing Unit. Thus, one bedroom apartment units shall be limited to three persons, occupancy of two bedroom apartment units shall be limited to five persons, occupancy of three bedroom apartment units shall be limited to seven persons.

6.8. Regulatory Agreement. The Lessee shall execute, acknowledge, and deliver a "Regulatory Agreement," to the Agency, in the form of Attachment No. 8 to the ODA, to be recorded with respect to the Property in the official records of Los Angeles County, California.

The Lessee shall comply with the Regulatory Agreement. The Regulatory Agreement and this Lease shall be construed to be consistent to the greatest feasible extent. In the event of any express conflict, this Lease shall control over the Regulatory Agreement, unless the Regulatory Agreement imposes a stricter requirement on the Lessee.

7. UTILITIES AND TAXES.

7.1 Utilities. Lessee shall pay, or provide for the payment by residents of the Housing Units, all charges for gas, electricity, water, sewer, garbage collection, and other utilities furnished to the Property and the Improvements and all sewer use charges, hookup or similar charges or assessments for utilities levied against the Property and the Improvements for any period inc1uded within the Term.

7.2 Real Estate Taxes.
(a) As used herein, the term "real estate ta,ces" shall mean all real estate taxes, assessments for improvements to the Property, municipal or county water and sewer rates and charges, or any other assessments or taxes, which shall be levied against the Property or the Improvements, or any interest therein, and which become a lien thereon and accrues during the Term.
(b) Any real estate ta,ces which are payable by Lessee hereunder shall be prorated between Agency and Lessee as of the Commencement Date and then again at the expiration or earlier termination of the Term.
(c) Lessee shall have the right to contest in good faith the amount or validity of any real estate taxes, in whole or in part, by appropriate administrative and legal proceedings, without any costs or expense to Agency.
(d) Lessee shaU 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 does not represent or warrant to the Lessee that such an exemption will be available to the Lessee. The Lessee shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Property, subject to the right to contest in good faith the amount or validity of any such taxes or to receive an exemption from the payment of taxes as provided above. k:\projects\peyton-grismerlddallease 09-2S-03
Exhibit B 3 ATTACHMENT 11 - 216
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7.3 Personal Property. Lessee covenants and agrees to pay before delinquency all personal property taxes, assessments and liens of every kind and nature upon all personally as may be from time to time situated within the Property and the Improvements.

7.4 Possessory Interest. Pursuant to Health and Safety Code Section 33673, the Property is required to be assessed and taxed in the same manner as privately owned property.

Agency shall provide notice to the Los Angeles County Assessor within thirty (30) days of the commencement of this Lease as required by Health and Safety Code Section 33673.1. Lessee shall pay or cause to be paid, before any fine, penalty, interest or cost may be added thereto for the nonpayment there.of, all real estate taxes which may be levied against any and all interests in the Property and any Improvements during the Term, and not merely the assessed value of the leasehold interest in the Property; provided, however, that Lessee may apply for and receive a full or partial exemption from the payment of property taxes and assessments as set forth in Section 7 .2 above.

8. OWNERSHIP.

8.1. Ownership During Tenn. With the exception of the Activity Center (which shall be deemed property of the Lessee), all improvements constructed, improved or rehabilitated on the Property by Lessee as provided in the DDA and as permitted by this Lease (the "Improvements") shall, during the Term, be and remain the property of Lessor; provided, however, that Lessee shall have no right to waste the Improvements, or to destroy, demolish or remove the Improvements except as otherwise permitted pursuant to this Lease; and provided fu1ther that Lessee's rights and powers with respect to the Improvements are subject to the terms and limitations of this Lease. Agency and Lessee intend that the improvements constituting the Improvements shall be real property.

8.2. Ownership at Tennination. Upon termination of this Lease, whether by expiration of the Term or otherwise, all improvements and fixtures, including the Activity Center, shall, without compensation to Lessee, then become Agency's property, free and clear of all liens, encumbrances, and claims to or against them by Lessee or any third person, firm or entity, including but not limited to any mortgagee or lender ( except as to liens of mortgages, deeds of trusts, or other financing approved by the Agency pursuant to the DDA). At the option of the Agency, the Agency may require the Lessee to demolish and remove any improvements to the Property which have not previously been approved by the Agency.

9. INDEMNIFICATION: FAITHFUL PERFORMANCE.

Except as otherwise set forth herein, Lessee shall not suffer or pennit any liens to be enforced against the fee simple estate in reversion of Agency as to the Property and Improvements, nor against Lessee·s leasehold interest therein by reason of work, labor, services or materials supplied or claimed to have been supplied to Lessee or anyone holding the Property and the Improvements, or any part thereof, through or under Lessee. Lessee agrees to defend, indemnify, and hold Agency and City and their respective officers, officials, employees, agents, and representatives, hannless against such liens. If any such lien shall at any time be filed against the Property or the Improvements, Lessee shall, within thirty (30) days after notice to Lessee of the filing thereof, cause the same to be discharged of record; provided, however, that Lessee shall have the right to contest the amount or validity, in whole or in part, of any such lien k:\projects\peyton-grismer\dda\lease 09-25-0J Page 10
Exhibit B 3 ATTACHMENT 11 - 217
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by appropriate proceedings but in such event, Lessee shall notify Agency and promptly bond such lien in the manner authorized by law with a responsible surety company qualified to do business in the State of California or provide other security acceptable to Agency. Lessee shall prosecute such proceedings with due diligence. Nothing in this Lease shall be deemed to he, nor shall be construed in any way to constitute, the consent or request of Agency, express or implied, by inference or otherwise, to any person, firm or limited partnership for the performance of any labor or the furnishing of any materials for any construction, rebuilding, alteration or repair of or to the Property, the Improvements, or any part thereof prior to commencement of Rehabilitation of the Property, or any repair or alteration thereto, Lessee shall give Agency not less than fifteen (I 5} days advance notice in writing of intention to begin said activity in order that nonresponsibility notices may be posted and recorded as provided by State and local laws.

Notwithstanding the foregoing, however, the Agency shall give its reasonable approval to permit a deed of trust securing Lessee's Permanent Loan to be secured against its fee simple interest, if, in the Agency's reasonable opinion, said security of the Permanent Loan is necessary to allow Lessee obtain the Permanent Loan in accordance with the DDA.

10. MAINTENANCE AND REPAIR.

Lessee agrees to assume full responsibility for the management, operation and maintenance of the Improvements and the Property throughout the Tenn without expense to Agency, and to perform all repairs and replacements necessary to maintain and preserve the Improvements and the Property in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to Agency and in compliance with all applicable laws, subject to ordinary wear and tear. Lessee agrees that Agency shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Improvements and the Property. Lessee hereby waives all rights to make repairs or to cause any work to be performed at the expense of Agency as may be provided for in Sections 1941 and 1942 of the California Civil Code, if applicable. The Lessee shall manage and maintain the Improvements on the Property in confonnity with the Burbank Municipal Code.

The following standards shall be complied with by Lessee and its maintenance staff, contractors or subcontractors:
(a) Lessee shall maintain the Property, including the Improvements, the individual Housing Units, all common areas and buildings, all exterior facades, all sidewalks, and a11 exterior areas, in a safe and sanitary fashion suitable for a high quality multi-family rental housing development. subject to ordinary wear and tear. The Lessee agrees to provide utility services, administrative services, supplies, contract services, maintenance, maintenance reserves, and management which are necessary for the maintenance of the entire Property including interior tenant spaces, common area spaces and exterior common areas. (b) Landscape maintenance shall include, but not be limited to: watering and irrigation; fertilization; mowing, edging and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility of any public and private roads on or immediately adjacent to the Property, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. "Ordinary wear an<l tear" shall not include any damage or deterioration that k:\projects\peyton-grismcr\dda\lease 09-25-03 Page 11
Exhibit B 3 ATTACHMENT 11 - 218
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would have been prevented by good maintenance practices by Lessee. (c) Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, sidewalks, parking areas, driveways, curbs, gutters and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of. (d) The Property shall be maintained in conformance with, in accordance with and in compliance with the approved construction and architectural and landscape plans and design scheme, as the same may be amended from time to time with the approval of the City. (e) All maintenance work shall conform to all applicable federal and state standards and regulations for the performance of maintenance, including without limitation the Occupational Safety and Health Act.
(f) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance performed by Lessee, Property Manager or their contractors shall be applied in strict accordance with all governing regulations and in accordance with the manufacturer's directions for their use.
(g) Parking lots, lighting fixtures, trash enclosures, and all areas which can be seen from the adjacent streets shall be kept free from any debris or waste materials by regularly scheduled maintenance.
(h) All concrete and asphalt surfaces, including but not limited to retaining walls, driveways, sidewalks, curbs and gutters, patios, landings, stairs, and parking areas shall be maintained in a state of good repair, free of cracks and chipping, and as to those surfaces which are pedestrian ways, with a surface finish which is accessible in accordance with the Americans with Disabilities Act and any other similar state or federal laws and regulations. (i) The Nonprofit shall also, or cause the Property Manager to, set aside not less than 1bree Hundred Dollars ($300) per unit, per year, into a separate interest-bearing trust account (the "Capital Replacement Reserve"). The annual contribution to the Capital Replacement Reserve shall increase in an amount equal to the Consumer Price Index for the Los Angeles-Riverside-Orange County survey area. The Capital Replacement Reserve shall be used for capital replacements to the Property 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 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 k:\projects\pcyton-grismer\dda\lease 09-25-03 Page 12
Exhibit B 3 ATTACHMENT 11 - 219
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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.

The Nonprofit shall set aside, on a monthly basis, in a separate reserve account (the "Operating Reserve"), the sum of two percent (2%) of the Effective Gross Income of the Property. In no event, however, shall the Nonprofit be required to increase the Operating Reserve to an amount which exceeds two percent (2%) of the gross income of the Property during the first full calendar year after the completion of the Rehabilitation of the Property. The Nonprofit shall retain such amount in the Operating Reserve to fund shortfalls between income and actual operating expenses.

The Nonprofit shall also set aside, on a monthly basis, in a separate account, the sum of ten percent (10%) of Effective Gross Income for the Affordable Housing Agreements Expenses (as defined in the DOA). The Nonprofit shaJl also set aside, in a separate account, twelve percent (12%) of Effective Gross Income to be utilized exclusively for all costs associated with complying with Section 406 of the DOA ("Activity Center Expenses"). (k) For purposes of this Section I 0, "Effective Gross Income" of the Improvements shall mean the gross income actually generated by the Property and actually received by Lessee from third parties (excluding interest on reserve accounts), including without limitation rents and laundry revenues, without deduction for any expenses.

11. ENVIRONMENT AL MATTERS.

11.1 Definitions. For the purposes of this Lease, unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:
(a) The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the County of Los Angeles, 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) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) 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 (xi) defined as k:\projects\pcyton-grismcr\dda\lcasc 09-2S-03 Page 13
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"hazardous substances" pursuant to Section IO I of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. Notwithstanding the foregoing, "Hazardous Materials'' shall not include such products in quantities as are customarily used in the construction, maintenance, operation, rehabi1itation or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner typical of other comparable residential developments, or substances commonly ingested by a significant population living within the Improvements, including without limitation alcohol, aspirin, tobacco and saccharine.
(b) The term "Hazardous Materials Contamination" shall mean the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Property by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the Date of Lease) emanating from the Property.
(c) The term "Governmental Requirements" shall mean all past, present and future 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 any other state, county city, political subdivision, agency, instrumentality or other entity exercising jurisdiction over Agency, Lessee or the Property.

11.2 Property Evaluation. Pursuant to Section 207 of the ODA, Lessee has had an opportunity, prior to the Commencement Date of this Lease, to engage its own environmental consultant to make such investigations of the Property as Lessee has deemed necessary, and Lessee has approved the environmental condition of the Property. Lessee assumes any and all responsibility and Liabilities (as defined in Section 11.3 of this Lease) for all Hazardous Materials Contamination of the Property which occurs during the Term of this Lease or extension thereof, except to the extent of any remediation which the Agency may have agreed to perform upon the Property pursuant to the ODA.
1 1 .3 Indemnification.

Upon and after the Commencement Date of this Lease, Lessee agrees to 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 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 Lease, 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 during the term of this Lease by Lessee, its agents, employees, contractors, invitees or licensees. 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 k:\projects\peyton-grismer\dda\lease 09-25-03 P~14
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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 Lessee include any obligation for payment of punitive damages assessed against Agency or City or theft officers, employees, agents or representatives. Lessee's obligations under this Section l 1.3(a) shall survive the expiration of this Lease.

11.4 Duty to Prevent Hazardous Material Contamination. Lessee shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment.

Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Lessee shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards generally applied by apartment complexes in Los Angeles County, California as respects the disclosure, storage, use, removal, and disposal of Hazardous Materials.

11.5 Obligation of Lessee to Remediate Premises. Notwithstanding the obligation of Lessee to indemnify Agency pursuant to Section 11.3 of this Lease, Lessee shall, at its sole cost and expense, promptly take (i) all actions required by any federal, state, regional, or local governmental agency or political subdivision or any Governmental Requirements and (ii) all actions necessary to make full economic use of the Property for the purposes contemplated by this Lease and the Regulatory Agreement, which requirements or necessity arise from the presence upon, about or beneath the Property of any Hazardous Materials or Hazardous Materials Contamination occurring during the Term. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Property, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Lessee shall take all actions necessary to promptly restore the Property to an environmentally sound condition for the uses contemplated by this Lease and the Regulatory Agreement to the extent allowable under applicable Governmental Requirements.

11.6 Right of Entry. Notwithstanding any other term or provision of this Lease, Lessee shall permit Agency or its agents or employees to enter the Property at any time during normal business hours ( except in the event of an emergency), without prior notice in the event of an emergency, and with not less than twenty-four (24) hours advance notice if no emergency is involved, to inspect, monitor and/or take emergency or long-term remedial action with respect to Hazardous Materials and Hazardous Materials Contamination on or affecting the Property, or to discharge Lessee's obligations hereunder with respect to such Hazardous Materials and Hazardous Materials Contamination when Lessee has failed to do so after notice from Agency and an opportunity to cure such deficiency. Except in the event of an emergency, Lessee shall have thirty (30) days following receipt of reasonably detailed written notice from the Agency setting forth the nature and scope of the default to implement a cure; provided, however, Lessee shall not be in default hereunder if such cure is not reasonably capable of being cured within such thirty (30) day period and Lessee takes all reasonable steps during such initial thirty (30) day period to commence the cure (including, for example, engagement of competent environmental consultants, or the conducting of any preliminary testing) and diligently prosecutes it to completion. In the event of an emergency, Lessee shall implement a cure of such default as soon as practicable following receipt of reasonably detailed written notice from the Agency setting forth the nature and scope of the default. All reasonable and necessary costs and expenses incurred by Agency in connection with performing Lessee's obligations hereunder k:\projects\pcyton-grismer\dda\l~e 09-25-03 Pace 15
Exhibit B 3 ATTACHMENT 11 - 222
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following Lessee's failure to cure shall be reimbursed by Lessee to Agency within thirty (30) days of Lessee's receipt of written request therefore.

11. 7 Storage or Handling of Hazardous Materials. Lessee, at its sole cost and expense, shall comply with all Governmental Requirements for the storage, use, transportation, handling and disposal of Hazardous Materials on or about the Property, to the extent such Hazardous Materials are stored, used, transported, handled or disposed of by Lessee or its agents, contractors, employees, tenants, licensees or invitees. Lessee shall conduct all monitoring activities required or prescribed by applicable Governmental Requirements, and shall, at its sole cost and expense, comply with all posting requirements of Proposition 65 or any other similarly enacted Governmental Requirements. In addition, in the event of any complaint or governmental inquiry, or if otherwise deemed necessary by Agency in its reasonable judgment, Agency may require Lessee, at Lessee's sole cost and expense, to conduct specific monitoring or testing activities with respect to Hazardous Materials on the Property. Lessee's monitoring programs shall be in compliance with applicable Governmental Requirements, and any program related to the specific monitoring of or testing for Hazardous Materials on the Property, shall be satisfactory to Agency, in Agency's reasonable discretion. Subject to Section 11.3 above, Lessee shall further be solely responsible, and shall reimburse Agency, for all costs and expenses incurred by Agency arising out of or connected with the removal, clean-up and/or restoration work and materials necessary to return the Property and any property adjacent to the Property affected by Hazardous Materials emanating from the Property during the Tenn to their condition existing at the time of the Lessees Property evaluation. Lessee's obligations hereunder shall survive the termination of this Lease and shall not merge with any grant deed.

11.8 Environmental Inquiries. Lessee shall notify Agency, and provide to Agency a copy or copies, of the following environmental permits, disclosures, applications, entitlements or inquiries relating to the Property: 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 Lessee shall report to Agency, as soon as possible after each incident, any unusual, potentially important incidents with respect to the Hazardous Materials or Hazardous Materials Contamination.

In the event of a release on or from the Property during the Term of any Hazardous Materials into the environment in violation of this Section 11, Lessee shaH, as soon as possible after the release, furnish to Agency a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of Agency, Lessee shall furnish to Agency a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Property including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential.

12. AL TERA TION OF IMPROVEMENTS.

Upon completion of the Rehabilitation pursuant to the requirements of the ODA, Lessee shall not make or permit to be made any structural alteration of the Property or Improvements, nor demolish all or any part of the Property or Improvements, without obtaining all required City k:\projects\peyton-grismendda\.leasc 09-25-03
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permits and entitlements, and without obtaining the prior written consent of Agency; provided, however, that the foregoing shall not prohibit or restrict the repair and/or replacement of the Property by Lessee in accordance with Section l O hereof. In requesting such consent of the Agency, Lessee shall submit to Agency detailed plans and specifications of the proposed work and an explanation of the need and reasons therefore. Agency's consent shall not be unreasonably withheld, conditioned or delayed; however, it may be withheld if the Agency deems it inconsistent with the DDA, Loan Agreement, or Regulatory Agreement. This provision shall not limit or set aside any obligation of Lessee under this Lease to maintain the Improvements and the Property in a clean and safe condition, including structural repair and restoration of damaged Improvements. Agency shall not be obligated by this Lease to make any improvements to the Property or to assume any expense therefore. Lessee shall not commit or suffer to be committed any waste or impairment of the Property or the Improvements, or any part thereof, except as otherwise permitted pursuant to this Lease.

13. DAMAGE OR DESTRUCTION.

13.1 Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance.

Subject to Section 13.3 below, if the Property or Improvements shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty required to be insured against by Lessee, Lessee shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Property and/or Improvements to substantially the same condition as the Property and/or Improvements is required to be maintained in pursuant to this Lease, whether or not the insurance proceeds are sufficient to cover the actual cost of repair, replacement, or restoration, and Lessee shall complete the same as soon as possible thereafter so that the Property and/or Improvements can be occupied in accordance with this Lease. Subject to Section 25.23 hereof, in no event shall the repair, replacement, or restoration period exceed one (1) year from the date Lessee obtains insurance proceeds unless Agency's Executive Director or designee, in his or her reasonable discretion, approves a longer period of time. Agency shall cooperate with Lessee, at no expense to Agency, in obtaining any governmental permits required for the repair, replacement, or restoration. If, however, the then-existing laws of any other governmental agencies with jurisdiction over the Property do not permit the repair, replacement, or restoration to substantially predamaged condition, Lessee may elect not to repair, replace, or restore the Improvements by giving written notice to Agency (in which event Lessee will be entitled to all insurance proceeds, subject to Lessee's obligations to lenders or other third parties, but Lessee shall be required to remove all debris from the Property) or Lessee may reconstruct such other improvements on the Property as are consistent with applicable land use regulations and approved by the City, Agency, and the other governmental agency or agencies with jurisdiction.

In the event Lessee elects not to repair, replace, or restore and give Agency notice of such election as provided herein, this Lease shall terminate, and ownership of the Improvements shall revert to the Agency as provided in Section 8.2 hereof.

13.2. Continued Operations. During any period of repair, Lessee shall continue, or cause the continuation of, the operation of the Improvements, Housing Units, and Affordable Units on the Property to the extent reasonably practicable from the standpoint of prudent business management.
k \projccts\ peyton-grismeJ\dda\lease 09-25-03 Pa:ge 17 Exhibit B 3 ATTACHMENT 11 - 224
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13.3 Damage or Destruction Due to Cause Not Required to be Covered by Insurance.

If the Property is destroyed or substantially damaged by a casualty for which Lessee is not required to (and has not) insured against, then Agency shall deliver written notice to Lessee of its obligations under this Section 13 .3 within thirty (30) days of such event of substantial damage or destruction. In the event that the projected cost of repair, replacement or restoration does not exceed the sum of (a) the funds in the Capital Replacement Reserve. plus (b) the funds in the Operating Reserve (the "Maximum Repair Cost"), Lessee shall promptly commence and complete the repair, replacement, or restoration of the damaged or destroyed Improvements in accordance with Section I 3 .1 above and continue operation of the Improvements during the period ofrepair (if practicable) in accordance with Section 13.2 above. In the event that the projected cost of repair. replacement or restoration is projected to exceed the Maximum Repair Cost. Lessee may elect not to repair, replace. or restore such improvements, and to terminate this Lease, by providing Agency with written notice thereof within ninety (90) days after such damage or destruction, and upon the effectiveness of such termination ownership of the Improvements shall revert to the Agency as provided in Section 8.2 hereof. Notwithstanding the foregoing, however, in the event that the Agency, in its sole and absolute discretion, elects to pay for the costs of repair. replacement or restoration in excess of the Maximum Repair Cost, such termination shall be ineffective, and the Lessee shall be responsible for the costs of repair, replacement and restoration up to the Maximum Repair Cost, and the Agency shall be responsible for the costs ofrepair, replacement and restoration in excess of the Maximum Repair Cost. In no event, however, shall the Lessee be obligated to spend more the Maximum Repair Cost to satisfy its obligations under this Section 13.3 to repair, replace or restore the Property. In the event that the Lease is terminated by Lessee. and the Agency does not elect to pay for the costs ofrepair, replacement or restoration in excess of the Maximum Repair Cost, Lessee shall remove all debris from the applicable portion of the Property.

14. SALE, ASSIGNEMNT, SUBLEASE OR OTHER TRANSFER.

Except for (a) leases of particular dwelling units to residents. (b) the lease of or grant of an easement or license to the City, (c) the daily rentals of space within the Activity Center portion of the Improvements to outside parties, and (d) transfers permitted pursuant to Section 603 of the Regulatory Agreement. Lessee shall not sell, assign, sublease, or otherwise transfer this Lease or any right therein. nor make any total or partial sale, assignment, sublease, or transfer in any other mode or form of the whole or any part of the Property or the Improvements (each of which events is referred to in this Lease as an "Assignment"), without prior written approval of Agency, which approval shall not be unreasonably withheld as more particularly set forth below in this ~ection 14. Any purported assignment without the prior written consent of Agency shall render this Lease absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee.
(a) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction or rehabilitation of the Improvements at any time during the Term. (b) Any requested assignment for financing purposes (subject to such financing being considered and approved by Agency pursuant to Section 15 herein), including the grant of a deed of trust and/or other loan documents to secure the funds necessary for permanent financing of the Rehabilitation.
k:\projcctslpeyton-grismer\dda\leasc 09-25-03
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(c) The leasing or rental of individual Housing Units within the Improvements. (d) Daily rentals of space in the Activity Center to third parties. (e) Transfers permitted pursuant to Section 603.2 of the DDA and/or Regulatory Agreement.

In the event of an assignment by Lessee under subparagraphs (a) through (e) above, not requiring Agency's prior approval, Lessee nevertheless agrees that at least thirty (30) days prior to such assignment it shall give written notice to Agency of such assignment and satisfactory evidence that the assignee or sublessee has assumed jointly with Lessee the obligations of this Lease.

Agency agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 14, provided Lessee delivers written notice to Agency requesting such approval.

Such notice shall be accompanied by sufficient evidence regarding the proposed assignee's or purchaser's development and/or operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 14 and as reasonably determined by Agency. Agency shall evaluate such proposed transferee or assignee on the basis of its development qualifications and experience and/or qualifications and experience in the operation of facilities similar to the Property and Improvements, including experience working with cities and redevelopment agencies, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, which Agency reasonably determines does not process sufficient qualifications. An assignment and assumption agreement in form satisfactory to Agency's Executive Director or designee shall also be required for all proposed assignments. Within thirty (30) days after the receipt of the Lessee's written notice requesting approval of an assignment orlransfer pursuant to this Section 14, Agency shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, Agency reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, the Lessee shall promptly furnish to Agency such further information as may be reasonably requested. Review of experience in operating similar developments shall not be required with respect to institutional lenders providing financing pursuant to Section 15 hereof so long as the original Lessee (or a successor that has been expressly approved in writing by Agency) remains responsible for operating the Improvements and performing as Lessee pursuant to this Lease. Approval by Agency of any such sale, assignment, sublease or transfer shall be deemed to relieve Lessee or any approved or permitted assign or successor from any obligations under this Lease.

Notwithstanding any provision in this Section 14 to the contrary, in no event shall Lessee make any assignment which would or could be effective beyond the Term without the prior written consent of the Agency.

Agency may assign or transfer any of its rights or obligations under this Lease with the approval of the Lessee, which approval &hall not be unreasonably withheld; provided, however, that Agency may assign or transfer any of its interests hereunder to the City at any time without k:\projccts\peyton-grismerldda\lease 09-25-03 Page 19
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the consent of the Lessee.

15. FINANCING.

Financing necessary to undertake the Rehabilitation and long-tenn operation of the Property is subject to the requirements of Section 311 of the DDA. In conjunction with such financing financing, Lessee may, at any time and from time to time during the Term, upon prior written notice to Agency and subject to the requirements of Sections 9 and/or 15 hereof, request that Agency authorize Lessee to mortgage, pledge, hypothecate or otherwise encumber to a federally or state chartered bank or savings and loan, a mortgage company or similar institutional lender (herein called "Lender"), by deed of trust or mortgage or other security instrument, all of Lessee's right, title and interest pursuant to this Lease and the leasehold estate hereby, following thirty (30) days prior written notice to Agency, to secure financing the Rehabilitation and/or long-term operation of the Improvements and Property. Agency shall consider such request in good faith, and may approve, disapprove, or conditionally approve in Agency's reasonable discretion.

Notwithstanding anything in this Section 15 to the contrary, Lessee shall not, without the prior written consent of Agency, which may be given or withheld in Agency's sole discretion, obtain any capital improvement loan or other conveyance for financing secured by the Property or this Lease, the term of which loan or other conveyance for financing purposes extends beyond the Term.

16. INDEMNITY.

Lessee shall defend, indemnify, assume all responsibility for, and hold Agency and City, and their respective officers, employees, agents, and representatives hannless from, all claims, demands, damages, defense costs or liability of any kind or nature (including attorneys' fees and costs) and for any damages to property or injuries to persons, including accidental death, which may be caused by or arise out of the Lessee's performance or failure to perfonn its obligations • pursuant to this Lease, whether such activities or performance thereof be by the Lessee or by anyone employed or contracted with by the Lessee and whether such damage shall accrue or be discovered before or after termination of this Lease, or from any defect in the Property or the Improvements, or from any displacement of residents or liability for relocation assistance pursuant to Government Code Section 7260, et seq., due to the acts of Lessee hereunder. Lessee shall not be liable for property damage or bodily injury occasioned by the sole negligence of, willful misconduct of, or breach of this Lease by Lessor or its agents or employees.

17. INSURANCE.
17 .1. Insurance to be Provided by Lessee. During the Tenn, Lessee, at its sole cost and expense, shall itself take out and maintain, or cause to be taken out and maintained, the following insurance coverage, in addition to any insurance which may be required pursuant to the DOA:
(a) Maintain or cause to be maintained a policy or poJicies of all-risk property insurance. Such insurance policy shall be maintained in an amount not less than one hundred percent (100%) of the "Full Insurable Value" of the Property and Improvements, as defined herein in this Section 1 7.
k:\projects\peyton-grismendda\lea~e 09-25-03 P,age:20
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(b) Maintain or cause to be maintained, upon the commencement of the Lease, use and occupancy or business interruption or rental income insurance against the perils of fire, lightning, vandalism, malicious mischief, and such other perils ordinarily included in extended coverage fire insurance policies, in an amount equal to not less than twelve (12) months' Effective Gross Income payable to Lessee from residents on the Property, assuming one hundred percent (100%) occupancy.
(c) Maintain or cause to be maintained, in an amount not less than Two Million Dollars ($2,000,000), combined single limit, commercial general liability insurance. The required amount of insurance shall be subject to increases as Agency may reasonably require from time to time, upon the recommendation of City risk management personnel, but not more frequently than every twenty-four (24) months. In no event shall such increase or increases exceed the increase during such period in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers, Subgroup "All Items," in the geographical area applicable to the Burbank area. Lessee agrees that provisions of this paragraph as to maintenance of insurance shall not be construed as limiting in any way the extent to which Lessee may be held responsible for the payment of damages to persons or property resulting from Lessee's activities, activities of its sublessees or the activities of any other person or persons for which Lessee is otherwise responsible. (d) Maintain or cause to be maintained by the Property Manager worker's compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers' compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers compensation insurance shall cover all persons employed by Lessee and/or Property Manager in connection with the Property and the Improvements and shall cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for on behalf of any person incurring or suffering injury or death in connection with the Property or the Improvements or the operation thereof by Lessee or Property Manager.
17 .2. Definition of "Full Insurable Value". The term "Full Insurable Value" as used in this Section 17 shall mean the actual replacement cost of the Improvements, including the cost of construction of the replacing the Improvements, architectural and engineering fees, applicable governmental fees, and inspection and supervision. Lessee shall maintain the insurance policy required by Section 17. l(a) hereof at the current Full Insurable Value of the Property.

17.3. General Insurance Provisions. All policies of insurance provided for in this Section 17, except for the workers' compensation insurance, shall name Lessee as the insured and Agency and the City, and their respective officers, employees, agents, and representatives, as additional insureds, as theft respective interests may appear. All property casualty insurance policies shall include the interest of any Lessee's lender, and may provide that any loss is payable jointly to Lessee and Lessee's lender in which event such policies shall contain standard mortgage loss payable clauses. Lessee agrees to timely pay or cause to be timely paid all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. Lessee agrees to submit policies of all insurance required by this Section 17 of this Lease, or certificates and k:\projects\peyton-grismer\dda' lease 09-25-03
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endorsement forms evidencing the existence thereof, to Agency on or before the effective date of this Lease, indicating full coverage of the contractual liabi ity imposed by this Lease. At least thirty (30) days prior to expiration of any such policy, copies ofrenewal policies, or certificates and endorsement forms evidencing the existence thereof, shall be submitted to Agency. All policies shall be written by good and solvent insurers qualified to do business in California, with an A.M. Best's rating of not less than "A," and which are reasonably acceptable to the Agency Executive Director or designee. All policies or certificates of insurance shall also: (1) provide that such policies shall not be cancelled or limited in any manner without at least thirty (30) days prior written notice to Agency; and (ii) provide that such coverage is primary and not contributing with any insurance as may be obtained by Agency and shall contain a waiver of subrogation for the benefit of the City and Agency. Lessee may propose to the Agency that some or all of the insurance required hereunder be provided by umbrella coverage policies or other policies which provide equivalent coverage, and the Agency general counsel shall reasonably approve or disapprove such request in accordance with Agency and City risk management policies in effect at such time.

17.4. Failure to Maintain Insurance. If Lessee fails or refuses to procure or maintain insurance as required by this Lease, Agency shall have the right, at Agency's election, and upon ten (I 0) days prior written notice to Lessee, to procure and maintain such insurance. The premiums paid by Agency shall be treated as added rent due from Lessee, to be paid on the first day of the month following the date on which the premiums were paid. Agency shall give prompt written notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).

17.5. Insurance Proceeds Resulting from Loss or Damage to Improvements. All proceeds of insurance with respect to loss or damage to the Property or Improvements during the tenn of this Lease shal1 be payable, under the provisions of the policy of insurance, to Lessee, and said proceeds shall constitute a trust fund to be used for the restoration, repair and rebuilding of the Improvements in accordance with plans and specifications approved in writing by Agency.

To the extent that such proceeds exceed the cost of such restoration, repair or rebuilding, then such proceeds shall be used to repay any outstanding loans secured by encumbrances upon the Property, and any remaining proceeds shall be treated as income to the Improvements.

Notwithstanding the foregoing, within the period during which there is an outstanding mortgage upon the Improvements, such proceeds shall be payable in accordance with mortgage loan documents.

In the event this Lease is tenninated by mutual agreement of Agency and Lessee and the Property is not restored, repaired or rebuilt, the insurance proceeds and proceeds of the Capital Replacement Reserve and Operating Reserve shall be jointly retained by Agency and Lessee and shall be applied first to repay any outstanding loans secured by encumbrances upon Lessee's interest in this Lease, second to any payments due under this Lease from Lessee to Agency, third to restore the Property and Improvements to their original condition and to a neat and clean condition, and finally any excess shall be paid to the Agency, and Lessee shall have no further obligation hereunder to restore, repair or rebuild the Improvements; provided, however, that within any period when there is an outstanding mortgage upon the Improvements, such proceeds shall be applied in accordance with mortgage loan documents.

In the event this Lease is partia11y terminated by mutual agreement of Agency and k:-\projects\peyton-gris1ner\dda\Jease 09-25-03 Page 22 Exhibit B 3 ATTACHMENT 11 - 229
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Lessee and a portion of the Improvements is not restored, repaired or rebuilt, a pro rata portion of the insurance proceeds and proceeds of the Capital Replacement Reserve and Operating Reserve attributable to the portion of the Improvements which has been terminated shall be jointly retained by Agency and Lessee and shall be applied first to repay any outstanding loans secured by encumbrances upon Lessee's interest in this Lease, second to any payments due under this Lease from Lessee to Agency, third to restore the Property and Improvements to their original condition and to a neat and clean condition, and finally any excess shall be treated as income to the Improvements, and Lessee shall have no further obligation hereunder to restore, repair or rebuild the applicable portion of the Improvements subject to termination; provided, however, that within any period when there is an outstanding mortgage upon the Improvements, such proceeds shall be applied in accordance with mortgage loan documents.

18. EMINENT DOMAIN.

In the event that the Property and/or the Improvements or any part thereof shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain, then, as between Agency and Lessee ( or mortgagee, if a mortgage is then in effect), the interests of Agency and Lessee ( or mortgagee) in the award and the effect of the taking upon this Lease shall be as follows:
( a) In the event of such taking of only a part of the Property, leaving the remainder of the Property in such location and in such form, shape and size as to be used effectively and practicably for the conduct thereon of the uses permitted hereunder, this Lease shall terminate and end as to the portion of the Property so taken as of the date title to such portion vests in the condemning authority, but shall continue in full force and effect as to the portion of the Property not so taken and from and after such date the rental required by this Lease to be paid by Lessee to Agency shall be reduced in the proportion which the number of square • feet so taken bears to the total number of square feet in the Property. (b) In the event of taking of only a part of the Property, leaving the remainder of the Property in such location, or in such form, shape or reduced size as to render the same not effectively and practicably usable, for the conduct thereon of the uses permitted hereunder, this Lease and all right, title and interest thereunder shall cease on the date title to the Property or the portion thereof so taken vests in the condemning authority. (c) In the event the entire Property is taken, this Lease and all of the right, title and interest thereunder, shall cease on the date title to the Property so taken vests in the condemning authority.
(d) In the event of taking of only Lessee's leasehold interest in the Property, this Lease shall terminate.
(e) Promptly after a partial taking that does not result in termination of this Lease, at Lessee's expense and in the manner specified in provisions of this Lease related to maintenance, repairs, alterations, Lessee shall restore the Property, to the extent possible and as permitted by law, so as to place them in a condition suitable for the uses and purposes for which the Property was leased.
k:\projects\peyton•grismerldda\lease 09-25-03 Page23
Exhibit B 3 ATTACHMENT 11 - 230
1360
(f) In the event of any taking under subparagraphs (a), (b), (c) or (d) hereinabove, that portion of any award of compensation attributable to the fair market value of the land and improvements taken, or any part thereof or portion thereof, including the value attributable to this leasehold, if any, shall belong to Agency. (g) Provided, however, that within the period during which there is an outstanding mortgage on Lessee's interest in this Lease, the mortgagee shall be entitled to any portion of the award attributable to the Lessee's interest in this Lease, consistent with the loan documents between Lessee and the mortgagees. Any excess portion of the award attributable to the condemnation of the Improvements shall be payable to Agency. (h) Notwithstanding the foregoing provisions of this Section, Agency may, in its discretion and without affecting the validity and existence of this Lease, transfer Agency's interests in the Property in lieu of condemnation to any authority entitled to exercise the power of eminent domain. In the event of such transfer by Agency, Lessee (or mortgagee if a mortgage is then in effect) and Agency shall retain whatever rights they may have to recover from said authority the fair market value of their respective interests in the Improvements taken by the authority in the order set forth above.
(i) All valuations to be made pursuant to this Section 18 shall be made by mutual agreement of Agency and Lessee.
l 9. OBLIGATION TO REFRAIN FROM DISCRIMINATION.

Lessee 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 Lessee 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 residents, lessees, subtenants, sublessees or vendees of the Property or any portion thereof. The foregoing covenants shall run with the land.

Lessee shall refrain from restricting the rental or lease of the Property and the Improvements, or any portion thereof including individual Housing Units, on the basis of sex, marital status, race, color, creed, religion, ancestry or national origin of any person. All such leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In Leases:
"The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, 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 sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, subleasing, transferring, use, k:\projccts\peyton-grismer\dda'Jease 09-2 5-03 . P~c 24 Exhibit B 3 ATTACHMENT 11 - 231
1361
occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee 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 residents, lessees, sub lessees, subtenants, or vendees in the premises herein leased."
(b) In Contracts:
"There sha11 be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee 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 of occupancy of residents, lessees, subtenants, sublessees or vendees of the premises."

20. NONDISCRIMINATION IN EMPLOYMENT.

Lessee, for itself and its successors and assigns, agrees that during the operation of the Property provided for in this Lease, and during any work of repair or replacement, Lessee shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, physical or mental disability, sexual orientation, ancestry or national origin, or on the basis of any other category or status not permitted by law.

21. COMPLIANCE WITH LAW.

Lessee agrees, at its sole cost and expense, to comply and secure compliance by all contractors and residents of the Property and Improvements with all the requirements now in force, or which may hereafter be in force, of a11 municipal, county, state and federal authorities, pertaining to the Property and the Improvements thereon, as well as operations conducted thereon, and to faithfully observe and secure compliance by all contractors and residents of the Property and Improvements thereon with, in the use of the Property and the Improvements, all applicable county and municipal ordinances and state and federal statutes now in force or which may hereafter be in force, and to pay before delinquency all taxes, assessments, and fees, if any, assessor levied upon Lessee or the Property or the Improvements, including the land and any buildings, structures, machines, appliances or other improvements of any nature whatsoever, erected, installed or maintained by Lessee or by reason of the business or other activities of Lessee upon or in connection with the Property and the Improvements. Lessee shall use good faith efforts to prevent residents from maintaining any nuisance or other unlawful conduct on or about the Property or in or about the Buildings, and shall take such actions as are reasonably required to abate any such violations by residents of the Property and Improvements. The judgment of any court of competent jurisdiction, or the admission of Lessee or any sublessee or permittee in any action or proceeding against them, or any of them, whether Agency be a party thereto or not, that Lessee, sublessee or permittee has violated any such ordinance or statute in the use of the Property or the Building shall be conclusive of that fact as between Agency and Lessee, or such sublessee or pennittee.
k:\projects\peyton•grismer\dda\lease 09-25-03
Exhibit B 3 ATTACHMENT 11 - 232
1362

22. ENTRY AND INSPECTION.

Agency reserves and shall have the right during reasonable business hours (and at all times in cases of emergency), upon twenty-four (24) hours prior written notice (except in cases of emergency) to Lessee by the Executive Director of Agency or designee, to enter the Property and the Improvements for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the Property and the Improvements or to inspect the operations conducted thereon, subject to the Agency's indemnification obligations as set forth in Section 16 hereof.

23. RIGHT TO MAINTAIN.

In the event that the entry or inspection by Agency pursuant to Section 22 hereof discloses that the Property or the Improvements are not in a decent, safe, and sanitary condition, Agency shall have the right, after thirty (30) days written notice to Lessee ( except in case of emergency, in which event no notice shall be necessary) and Lessee's failure to cure such default within such thirty (30) day period or such longer period as provided below, to have any necessary maintenance work done for and at the expense of Lessee, and Lessee hereby agrees to pay promptly any and all costs incurred by Agency in having such necessary maintenance work done in order to keep the Property and the Improvements in a decent, safe and sanitary condition, provided that the Agency delivers such notice which is required hereunder. Notwithstanding the foregoing, except in cases of emergency, Lessee shall have thirty (30) days following receipt of reasonably detailed written notice setting forth the nature and scope of the default to implement a cure; provided, however, that Lessee shall not be in default hereunder if such default is not reasonably capable of being cured within such thirty (30) day period and Lessee takes all reasonable steps during such initial thirty (30) day period to commence the cure and diligently prosecute it to completion. In the event of an emergency, Lessee shall implement a cure of such default as soon as practicable following receipt of reasonably detailed written notice from the Agency setting forth the nature and scope of the default. The rights reserved in this Section 23 shall not create any obligations on Agency or increase obligations elsewhere in this Lease imposed on Agency.

24. EVENTS OF DEFAULT AND REMEDIES.

24.1. Events of Default by Lessee. The occurrence of any one ( 1) or more of the following shall constitute an event of default hereunder:
(a) Lessee shall fail to undertake the Rehabilitation in accordance with the DDA and within the times set forth in the DDA, subject to applicable cure periods set forth therein, following written notice from the Agency that such construction has not been completed within the required time; or
(b) Lessee shall abandon or surrender the Property or the Improvements; or (c) Lessee shall fail or refuse to pay, within ten (10) days of notice from Agency that the same is due, any installment of rent or any other sum required by this Lease to be paid by Lessee; or
k:\projec:ts\peyton-grismer\dda\Jease 09-25-03 Page26
Exhibit B 3 ATTACHMENT 11 - 233
1363
(d) Lessee sh~ll fail to materially perform any covenant or condition of the DDA, Regulatory Agreement, the Agency Loan Agreement, this Lease, and/or any loan documents or regulatory agreements executed by Lessee which are permitted pursuant to the foregoing, other than as set forth in subparagraphs (a) or (b) above, and any such failure shall not be cured within thirty (30) days following the service on Lessee of a written notice from Agency specifying the failure complained of, or if it is not reasonably practicable to cure or remedy such failure within such thirty (30) day period, then Lessee shall not be deemed to be in default if Lessee shall commence such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion; or
(e) Subject to any restrictions or limitations placed on Agency by applicable laws governing bankruptcy, Lessee's (i) application for, consent to or suffering of the appointment of a receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) admitting in writing its inability to pay its debts or its willingness to be adjudged a bankrupt; (iv} becoming unable to or failing to pay its debts as they mature; (v) being adjudged a bankrupt; (vi) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within ninety (90) days of such filing); (vii) convening a meeting of its creditors or any class thereof for purposes of effecting a moratorium, extension or composition of its debts; or (viii) suffering or permitting to continue unstayed and in effect for ninety (90} consecutive days any attachment, levy, execution or seizure of all or a portion of Lessee's assets or of Lessee's interest in this Lease, then such event, following the expiration of all applicable cure periods without cure, shall constitute an event of "default" under this Lease.

24.2. Remedies of Agency. In the event of any such default as described in Section

24. l, Agency may, at its sole option:
(a) Correct or cause to be corrected said default and charge any costs thereof, to the extent applicable (including costs incurred by Agency in enforcing this provision) to the account of Lessee, which charge shall be due and payable within thirty (30) days after presentation by Agency of a statement of all or part of said costs; (b) Correct or cause to be corrected said default and pay the costs thereof (including costs incurred by Agency in enforcing this provision) from the proceeds of any insurance;
(c) Exercise its right to maintain any and all actions at law or suits in equity to compel Lessee to correct or cause to be corrected said default and/or to obtain monetary damages for such default, as provided in Section 24.3 hereof;
(d) Have a receiver appointed to take possession of Lessee's interest in the Property and the Improvements, with power in said receiver to administer Lessee's interest in the Property and the Improvements, to collect all funds available to Lessee in connection with its operation and maintenance of the Property and the Improvements; and to perform all other acts consistent with Lessee's obligation under this Lease as the court deems proper; (e) Maintain and operate the Property and the Improvements, without k:\projects\peyton-grismer\dda\lease 09-25-03
Exhibit B 3 ATTACHMENT 11 - 234
1364
tenninating this Lease during the period of such default; (f) Terminate this Lease.

24.3. Damages. Damages which Agency recovers in the event of default under this Lease shall be those which are then available under applicable California case and statutory law to lessors for leases in the State of California includingt but not limited to, any accrued but unpaid rent and the Worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Lease after the date of award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

24.4. Rights and Remedies are Cumulative. The remedies provided by this Section 24 are not exclusive and shall be cumulative to all other rights and remedies possessed by Agency.

The exercise by Agency of one or more 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 Lessee.

24.5. Rights of Lenders.
(a) Cure by Mortgagee. Any mortgagee shall have the right, at any time during the Term, while this Lease is in full force and effect:
(i) to do any act required by Lessee hereunder, to prevent a forfeiture of Lessee's rights hereunder as if the same had been done or performed by Lessee; (ii) to rely on the security afforded by the leasehold estate, and to acquire and to succeed to the interest of Lessee hereunder by foreclosuret whether by judicial sale, by power of sale contained in any security instrument, or by deed given in lieu of foreclosuret and thereafter convey or assign title to the leasehold estate so acquired to any other person, firm or corporation.

If the mortgagee or Lessee shall have furnished, in writingt to Agency a request for notice, in the event of any default or breach hereunder on the part of Lessee, then Agency will not terminate this Lease by reason of such default or breach if the mortgagee sha11, within sixty (60) days after the expiration of the applicable cure periods set forth herein and service on mortgagee of written notice from Agency or Agency's intention to terminate this Lease, either (i) cure such default if the same can be cured by the payment of money; or, if such is not the case (ii) undertake, in writing, to perform all covenants of this Lease capable of performance by mortgagee. In the event of such undertaking, mortgagee shal1 be deemed to have cured such default if mortgagee proceeds in a timely and diligent manner to accomplish said cure; provided, however, that if in order to accomplish such cure, mortgagee must foreclose on its security interest or obtain leave of the court as in the case of bankruptcy proceedings, such default shall be deemed cured, neverthelesst if mortgagee shall have made every reasonable effort to obtain such leave in a timely and diligent manner or shall have commenced foreclosure proceedings.

Provided that mortgagee cures any additional defaults in the manner and within the time herein specified, the inability of mortgagee to cure a default based upon Lessee's bankruptcy or insolvency or other non-curable default shall not permit Agency to terminate the Lease on k:\projects\peyton-grismendda\lease 09-25--03 Page 28
Exhibit B 3 ATTACHMENT 11 - 235
1365
account of such default. Further, this section shall not be deemed to obligate mortgagee to undertake or cure any default based upon Lessee's bankruptcy or insolvency, or other noncurable default.

This obligation of mortgagee for the performance of the terms of this Lease shall terminate upon the sale, transfer or assignment of the right, title and interest of mortgagee in the leasehold estate to any other person, firm or corporation.

Any provisions contained in this Lease to the contrary notwithstanding, any mortgagee of the Property or its assignee, may enforce such mortgage and acquire title to the leasehold estate in any lawful manner and, pending foreclosure of any such mortgage, may take possession of the Property.
(b) New Lease on Termination of this Lease. In the event this Lease is terminated for any reason, any mortgagee shall have the right within sixty (60) days after receipt of notice of such termination to demand that Agency execute a new lease of the Property with mortgagee as Lessee hereunder. In such event mortgagee shall immediately execute a new lease which shall be for the unexpired term of this Lease (and shall include any unexpired option extension terms) and shall otherwise be identical with the terms of this Lease and shall have the same priority as this Lease. Such new lease shall be executed and delivered by the Agency to the mortgagee within sixty (60) days after receipt by the Agency of written notice from the mortgagee of such election to obtain a new lease and upon payment by the mortgagee of all sums owing by Lessee under the provisions of this Lease (less the rent and other income actual1y collected by Agency in the meantime from any sublessees or other occupants of the Premises) and upon perfonnance by the mortgagee of all other obligations of Lessee under the provisions of this Lease with respect to which performance is then due and which are susceptible of being cured by the mortgagee. After such termination of this Lease and prior to the expiration of the . period within which mortgagee may elect to obtain such new lease from the Agency, Agency shall refrain executing any new subleases or amending, canceling or terminating any existing subleases without the prior written consent of the mortgagee. (c) Consent of Mortgagee. Notwithstanding the provisions of this Lease to the contrary, until such time as the indebtedness of Lessee to mortgagee shall have been fully paid, Agency shall not, without the prior written consent of mortgagee first had and obtained, accept any surrender of this Lease, consent to any modification hereof or consent to the assignment hereof or of any part or portion of the term created thereby or of any of interest therein.

25. MISCELLANEOUS.

25.1 Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Lease.

25.2 Legal Actions. In addition to any other rights or remedies, either party may institute legal action 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 Lease. Such legal actions must be instituted in the Superior Court of Los Angeles County, State of California, in any other appropriate court in that County, or if permitted under federal law governing federal jurisdiction k:\projects\peyton-grismer\lda\lease 09-25-03
Exhibit B 3 ATTACHMENT 11 - 236
1366
for the Central District in the Federal District Court.

25.3 Acc<;mtance of Service of Process. In the event that any legal action is commenced by Lessee against Agency, service of process on Agency shall be made by personal service upon the Chairman or Executive Director or designee of Agency or in such other manner as may be provided by law.

In the event that any legal action is commenced by Agency against Lessee, service of process on Lessee shall be made by personal service upon Lessee or in such other manner as may be provided by law, and shall be effective whether made within or without the State of California.

25.4 Attorneys' Fees And Court Costs. In the event that either Agency or Lessee shal1 bring or commence an action to enforce the terms and conditions of this Lease or to obtain damages against the other party arising from any default under or violation of this Lease, then the prevailing party shall be entitled to and shall be paid reasonable attorneys' fees and court costs therefore in addition to whatever other relief such prevailing party may be entitled.

25.5 Financial Statement; Inspection of Books And Records. Lessee shall submit to the Agency on an annual basis, not later than one hundred twenty (120) days after the end of each calendar year during the term of this Lease, an audited financial statement for the operation of the Pr9perty and Improvements, which is prepared by a certified public accounting firm. In addition, Agency shall have the right (at Lessee's office, upon not less than forty-eight (48) hours' notice, and during normal business hours) to inspect the books and records of Lessee pertaining to the Property as pertinent to the purposes of this Lease. Lessee also has the right (at Agency's office, upon not less than forty-eight (48) hours' notice, and at all reasonable times) to inspect the books and records of Agency pertaining to the Property as pertinent to the purposes • of this Lease.

25.6 Interest. Any amount due Agency that is not paid when due shall bear interest from the date such amount becomes due until it is paid. Interest shall be at a rate equal to the lesser of (i) the discount rate established by the San Francisco office of the Federal Reserve Bank, plus two percent (2%), on the first day of the month such amount becomes due, and (ii) the maximum rate permitted by applicable law.

25. 7 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder by either party to the other shall be in writing and shall 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 or registered mail, return receipt requested, postage prepaid, and addressed as follows:' Agency: Redevelopment Agency of the City of Burbank
275 E. Olive Avenue
Burbank, CA 91510
Attn: Asst. Executive Director
k:\projccts\peyton-grismer\dda'Jease 09-25-03 Page 30
Exhibit B 3 ATTACHMENT 11 - 237
1367
With a copy to:

Lessee:

City Attorney's Office
275 E. Olive Avenue
Burbank, CA 91510
Burbank Housing Corporation
241 W. Verdugo Avenue
Burbank, CA 91502
or to such other address as either party shall later designate for such purposes by written notice to the other party. Agency shall also give copies of such notices to any Lender or mortgagee which has requested such notice. Notices shall be deemed effective upon personal delivery or within three (3) days after mailing thereof as provided above; 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 to the delivering party shall be effective on the third day after the attempted delivery or deposit in the United States mail.

25.8 Time is of the Essence. Time is of the essence in the performance of the terms and conditions of this Lease.

25.9 Non-Merger of Fee And Leasehold Estates. If both Agency's and Lessee's estates in the Property become vested in the same owner, this Lease shall nevertheless not be destroyed by application of the doctrine of merger except at the express election of Agency and Lessee's lender. The voluntary or other surrender of this Lease by Lessee, or a mutual . cancellation thereof, shall not work as a merger and shall, at the option of Agency, terminate all or any existing sublease or subtenancies or may, at the option of Agency, operate as an assignment to Agency of any or all such existing subleases or subtenancies.

25.10 Holding Over. The occupancy of the Property after the expiration of the Term of this Lease shall be construed to be a tenancy from month to month, and all other terms and conditions of this Lease shall continue in full force and effect.

25.11 Conflict oflnterest. No member, official or employee of Agency shall have any personal interest, direct or indirect, in this Lease nor shall any such member, official or employee participate in any decision relating to the Lease which affects his personal interests or the interests of any limited partnership, partnership or association in which he is directly or indirectly interested.

Lessee warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Lease.

25.12 Non-Liability of Agency and City Officials and Employees. No member, official, officer, employee, agent, or representative of Agency or City shall be personally liable to Lessee, or any successor in interest, in the event of any default or breach by Agency or for any k:\projects\peyton-grismer\dda \lease 09-2 S-03
Exhibit B 3 ATTACHMENT 11 - 238
1368
amount which may become due to Lessee or successor or on any obligations under the terms of this Lease.

25.13 Relationship. The relationship between the parties hereto shall at all times be deemed to be that of landlord and tenant. The parties do not intend nor shall this Lease be deemed to create a partnership or joint venture.

25.14 Transactions with Affiliates. Lessee shall not have the right to enter into transactions with subsidiaries, affiliates and other related entities for the purpose ofleasing space, providing cleaning, maintenance and repair services, insurance policies and other purposes related to the use and development of the Property and the Improvements, without the prior written approval of the Agency, which approval shall be given only if the Agency reasonably concludes that all such costs, charges and rents are competitive with the costs, charges, rent and other sums which would be paid by or to, as the case may be, an unrelated third party.

25.15 Waivers and Amendments. All waivers of the provisions of this Lease must be in writing and signed by the appropriate authorities of Agency or Lessee. The waiver by Agency of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Agency shall not be deemed to be a waiver of any preceding breach of Lessee of any term, covenant or condition of this Lease, regardless of Agency's knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of Agency to require or exact full and complete compliance with any of the covenants or conditions of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent Agency from enforcing any provision hereof.

All amendments hereto must be in writing and signed by the appropriate authorities of Agency and Lessee.

The Lessee's mortgagee permitted by this Lease shall not be bound by any waiver or amendment to this Lease without Lessee's mortgagee giving its prior written consent.

25.16 Non-Merger With DDA or Regulatory Agreement. None of the terms, covenants or conditions agreed upon in writing in the DDA or Regulatory Agreement and other instruments between the parties to this Lease with respect to obligations to be performed, kept or observed by Lessee or Agency in respect to the Property or any part thereof, shall be deemed to be merged with this Lease.

25.17 Entire Agreement: Duplicate Originals: Countetparts. Except as set forth in Section 25.16, this Lease sets forth the entire understanding of the parties with respect to Lessee's lease of the Property. This Lease is executed in two (2) duplicate originals and counterparts, each of which is deemed to be an original. This Lease includes thirty-four (34) pages and three (3) exhibits, Exhibits A, B, and C.

25.18 Severability. If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this k:\projects\peyton-grismer\dda'Jease 09-25-03
Exhibit B 3 ATTACHMENT 11 - 239
1369
Lease and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforceable to the greatest extent pennitted by law.

25.19 Terminology. All personal pronouns used in this Lease, whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles of sections are for convenience only, and neither limit nor amplify the provisions of the Lease itself. Except for tenns expressly defined in this Lease, all tenns shall have the same meaning as set forth in the DDA.

25.20 Recordation. A short form memorandum of this Lease, in the form attached hereto as Exhibit "C", shall be recorded at or within one (1) day after the time the Lease is executed.

25.21 Binding Effect. This Lease, and the terms, provisions, promises, covenants and conditions hereof, shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, s1:1ccessors and assigns.

25.22 Estoppel Certificate. Each of the parties shall at any time and from time to time upon not less than twenty (20) days' prior notice by the other, execute, acknowledge and deliver to such other party a statement in writing certifying that this Lease is unmodified and is in full force and effect (or if them shall have been modifications that this Lease is in full force and effect as modified and stating the modifications), and the dates to which the rent has been paid, and stating whether or not to the best knowledge of the signer of such certificate such other party is in default in performing or observing any provision of this Lease, and, if in default, specifying each such default of which the signer may have knowledge, and such other matters as such other party may reasonably request, it being intended that any such statement delivered by Lessee may be relied upon by Agency or any successor in interest to Agency or any prospective mortgagee or encumbrance thereof, and it being further intended that any such statement delivered by Agency may be relied upon by any prospective assignee of Lessee's interest in this Lease or any prospective mortgagee or encumbrance thereof. Reliance on any such certificate may not extend to any default as to which the signer of the certificate shall have had no actual knowledge.

25.23 Force Maieure. The time within which Agency or Lessee is obligated herein to perform any obligation hereunder, other than an obligation that may be performed by the payment of money, shall be extended and the perfonnance excused when the delay is caused by:
war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; natural disasters; 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 (other than a contractor, subcontractor or supplier in which Lessee has a twenty-five percent {25%) or more ownership interest, or which is controlled by Lessee, or which is an affiliated entity of Lessee); acts or omissions of the other party; acts or failures to act of the City or any other public or governmental agency or entity ( other than the acts or failures to act of Agency which shall not excuse performance by Agency); or any other causes beyond the control or without the fault of the party claiming an extension ohime to perfonn. 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 thirty k:\projects\peyton-grismer\dda\lease 09-2S-03
Exhibit B 3 ATTACHMENT 11 - 240
1370
(30) days of the commencement of the cause.

25.24 Quiet Enjoyment. Agency does hereby covenant, promise and agree to and with Lessee that Lessee, for so long as Lessee is not in default hereof, shall and may at all times peaceably and quietly have, hold, use, occupy and possess the Property throughout the Term.

25.25 Agency Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by Agency, the Executive Director of Agency or his or her designee is authorized to act on behalf of Agency unless specifically provided otherwise or the law otherwise requires.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by their lawfully authorized officers.

AGENCY: LESSEE:

BURBANK HOUSING CORPORATION
Name (please print)
Executive Director
.,
1) ·J 1- \ I / - ~. I ,· ,? I )-
Title Title
ATTEST: Approved as to Form and Legal Content:

Office of the City Clerk Dennis A. Barlow, City Attorney k:\projccts\peylon-grismer\dda\lease 09-25-03 Page 34
Exhibit B 3 ATTACHMENT 11 - 241
1371
k:\projects\peyton-grismer\dda \lease 09-2S-03

EXHIBIT A
MAP
[Attached]
Exhibit A
Exhibit B 3 ATTACHMENT 11 - 242
1372
PORTIONS OF LOTS 18, 19, AND 20 OF
TRACT 3097 IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES,

STATE OF CALIFORNIA,
RECORDED IN MB 32, PG. 12,
RECORDS OF SAID COUNTY.

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Exhibit B 3 ATTACHMENT 11 - 245
1375
k:\projects\peyton-grismer\dda\le;isc 09-25--03

EXHIBITB

LEGAL DESCRIPTION
[Attached]
ExhibitB
Exhibit B 3 ATTACHMENT 11 - 246
1376
EXHIBI'.f B

LEGAL DESCRIPTION

WEISSWASSER PROPERTY
THOSE PORTIONS OF LOTS 18, 19, AND 20 OF TRACT 3097 IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 32, PAGE 12 OF MAPS, RECORDS OF SAID COUNTY AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS 18 AND 19 EXCEPT THE FOLLOWING DESCRIBED PORTIONS:

BEGINNING AT THE SOUTHEAST CORNER OF LOT l 8 THEN ALONG THE SOUTH LINE OF SAID LOT, N 89° 31' 40" W 367.00 FEET; THEN N 0° 28' 50" W, PARALLEL WITH THE WEST LINE OF SAID TRACT, 41.50 FEET; THENS 89° 31' 40" E 185.00 FEET; THEN N 0° 28' 50" W 58.50 FEET TO THE SOUTH LINE OF LOT 19; THEN CONTINUING N 0° 28' 50" W 14.50 FEET; THENS 89° 31' 40" E, PARALLEL WITH THE SOUTH LINE OF LOT 19, 163.62 FEET TO THE WEST LINE OF GRISMER AVENUE, 60.00 FEET WIDE; THEN ALONG SAID WEST LINE IN A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 1631.52 FEET, 116.29 FEET TO THE POINT OF BEGINNING.

LOT 20 EXCEPT THE FOLLOWING DESCRIBED PORTIONS:

THE WESTERLY 100 FEET;
BEGINNING AT THE NORTHEAST CORNER OF LOT ~O, THENS 14° 27' 30" E ALONG THE WESTERLY LINE OF GRISMER AVENUE, 60.00 FEET WIDE, 51.74 FEET; THEN N 89° 31' 40" W 162.50 FEET; THEN N 0° 28' 50" W, PARALLEL WITH THE WEST LINE OF SAID TRACT, 50.00 FEET TO THE NORTHERLY LINE OF LOT 20; THENS 89° 31' 40" E ALONG SAID NORTHERLY LINE 150.00 FEET TO THE POINT OF BEGINNING.

Exhibit B 3 ATTACHMENT 11 - 247
1377
EXHIBIT B (cont'd)
~ REINOSO PROPERTY
PARCEL 1:

LOT(S) 6 OE TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER ~-~P RECORDED IN BOOK 80 PAGZ(S) 21, OF MAPS, IN THE OFFICE OF TEE COUNTY RECORDER OF SAID COUNTY.

PARCEL ·2:

THAT PORTION OF LOT {S} 20 OF TRACT NO. 3097, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MA.P RECORDED IN BOOK 32 PAGE(S) 12, O? MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE SOUTH LINE OF SAID LOT 20, DISTANT THEREON EAST 50 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 20; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT A DISTANCE OF 50 FEET TO A POINT; THENCE NORTH AND PAR.~LLEL WITH THE WEST LINE OF SAID LOT ·20 TO A POINT IN THE NORTH LINE OF SAID LOT; THENCE WEST ALONG THE NORTH LINE OF SAID LOT, A DISTANCE OF 50 FEET TO A POINT; THENCE SOUTH IN A DIRECT LINE TO . THE POINT OP BEGINNING.

PARCEL 3:

THAT PORTION OF LOT(S) 20 OF TRACT NO. 3097, IN THE CITY OF BURB~.NK, COUNTY OF LOS ANGELES! STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32 PAGE(S) 12, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: . .

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 20; THENCE EAST ALONG THE SOUTH LINE OF SAID LO~ -20, A DISTANCE OF 50 FEET TO A POINT; THENCE NORTH ~.ND PARJ>..LLEL WITH THE WEST LINE OF SAID LOT TO A POINT IN THE NORTH LINE· OF SAID LOT 20; THENCE WEST TO THE NORTh""WEST CORNER OF SAID LOT 20; THENCE SOUTH ALONG THE WEST LINE OF SAI~ LOT 20 TO THE POINT OF BEGINNING. THE SOUTHWEST CORNER.

P.~CEL 4:

LOT (S) 4 OF TRACT NO. 7683, IN THE CI.TY OF BURBANK, COUNTY OF

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

Exhibit B 3 ATTACHMENT 11 - 248
1378
EXHIBIT B (cont'd)
1819 GRISMER AVENUE
DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS ANGELES , STATE OF CALIFOP.NIA, AND IS DESCRIBED AS FOLLOWS:

A PORTION OF LOT 20 OF TR..~CT 3097, IN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32, PAGE 12 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 20; THENCE SOUTH 14° 27' 30 11 EAST, ALONG THE EASTERLY LINE, 51.74 FEET; THENCE NORTH 89° 31' 40 11 WEST 162.50 FEET; THENCE NORTH 0° 28' 50 11 WEST 50 FEET TO THE NORTH LINE OF SAID LOT 20; THENCE SOUTH 89° ·31' 40 11 EAST ALONG SAID NORTHERLY LINE, 150 FEET TO THE POINT OF BEGINNING.

Exhibit B 3 ATTACHMENT 11 - 249
1379
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 9151 0-64 59
Attention: Assistant Executive Director

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

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE is made and entered into as of this ___ day of _______ , 2003, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK (the "Lessor"), a public body, corporate and politic, and BURBANK HOUSING CORPORATION (the "Seller"), a California nonprofit Corporation, who agree as follows:

1. Property. Lessor leases to Lessee and Lessee leases from Lessor the real property located in Los Angeles County, State of California, described in Exhibit A attached hereto and made a part hereof, and all improvements currently located thereon and to be constructed thereon, on the tenns and conditions contained in-that certain unrecorded lease agreement (the .. Lease") by and between Lessor and Lessee dated as of ----------

2. Tenn. The tenn of the Lease is as set forth therein.

3. Purpose of Memorandum of Lease. This Memorandum of Lease is prepared for the purpose of recordation, and it in no way modifies or affects the provisions of the Lease.

IN WITNESS WHEREOF, the parties have caused this Memorandum of Lease to be executed and attested by their property officers thereunto duly authorized, as of the date first written above.
k;\proj ects\peyton-grismer\dda\lcase 09-25-03 Exhibit C Exhibit B 3 ATTACHMENT 11 - 250
1380
AGENCY: LESSEE:

REDEVELOPMENT AGENCY OF THE BURBANK HOUSING CORPORATION

CITY OF BURBANK
Signature Signature
Name (please print) Name (please print)
Title Title
ATTEST:

Office of the City Clerk
Approved as to Form and Legal Content:

Dennis A. Barlow, City Attorney
Margarita Campos, City Clerk Michael J. Garcia, Asst. City Attorney k:\projects\peyton-grismer\dda\lease 09-2S-03 ExhibitC
Exhibit B 3 ATTACHMENT 11 - 251
1381

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 11 - 252
1382
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 11 - 253
1383
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 11 - 254
1384

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 11 - 255
1385

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 11 - 256
1386

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 11 - 257
1387
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 11 - 258
1388
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 11 - 259
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a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust securing the Notes ( other than transfers specifically approved by the City and/or Authority); or b. in the event of a default by the Borrower under this Agreement, the Affordable Housing Agreements related to any of the Projects as amended, any Regulatory Agreement recorded against any property subject to the Deed of Trust securing the Notes, the Deed of Trust securing the Notes, or the Notes, which has not been cured within the period of time set forth in those documents.

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

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

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

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

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

1.7 Subordination. The Deed of Trust shall not be subordinate to any other deeds of trust, unless expressly approved by the Authority and/or City, which approval or denial may be made in its sole and absolute discretion. In the event this provision is in conflict with any other provision in a Related Agreement, this provision shall prevail. Approval by Authority is required as to subordination related to Authority Note; similarly, approval by City is required as to subordination related to City Note.
9 21 80\02\3 876745. I 4
Exhibit B 4 ATTACHMENT 11 - 260
1390

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 11 - 261
1391
($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 11 - 262
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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 11 - 263
1393
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 11 - 264
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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 11 - 265
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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 11 - 266
1396
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 11 - 267
1397
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 11 - 268
1398
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 11 - 269
1399
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 11 - 270
1400
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 11 - 271
1401
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.

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.

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 11 - 272
1402
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.

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 if 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; 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 11 - 273
1403
Name: ---------------- Title:

A-1-4
2 I 80\02\3876745. !4
Exhibit B 4 ATTACHMENT 11 - 274
1404
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 11 - 275
1405
$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 11 - 276
1406

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

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

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

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

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

The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects. Each Note includes all of the provisions for cross-default and A-2-2
21 80\02\3876745.1 4
Exhibit B 4 ATTACHMENT 11 - 277
1407
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.

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. 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.

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.

A-2-3
2 I 80\0213 876745.14
Exhibit B 4 ATTACHMENT 11 - 278
1408
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 11 - 279
1409
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%
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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 11 - 280
1410

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 11 - 281
1411
(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

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,