Agenda packet — Corona City Council, August 20, 2025 (part 7 of 10)

E-30
Exhibit “E”
Regulatory Agreement
1603\62\4017334.8 with 3812672.1
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Regulatory Agreement, or permit to be placed on any of the Property any unauthorized mortgage, trust deed, deed of trust, encumbrance or lien.

25.2. In the absence of specific written agreement or approval by Authority (on behalf of Authority and City), no unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the Property shall be deemed to relieve Owner or any other party from any obligations under this Regulatory Agreement.

26. City Delegation to Authority. Except as otherwise specifically provided in this Agreement and except for actions that may increase costs to the City, for ease of administration of this Agreement, the City delegates to the Authority the authority to administer this Agreement on behalf of the City and authorizes the Authority Executive Director to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Agreement and execute documents on behalf of the City. To the extent the authority to administer this Agreement is not delegated by the City to the Authority, the City Manager shall have the authority to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Agreement and execute documents on behalf of the City so long as such actions do not materially or substantially change the number of the Qualifying Units, the affordability of the Qualifying Units, reduce the length of affordability of the Qualifying Units, or add to the costs incurred or to be incurred by City as specified herein. The City Manager reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to City, or change the affordability covenants or reduce the length of affordability of the Project.

27. Authority Approvals and Actions. The Authority Executive Director shall have the authority to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Agreement and execute documents on behalf of the Authority and the City (to the extent not provided otherwise in this Agreement), including, without limitation, any documents necessary to implement any changes in the number or affordability of the Qualifying Units, as may be required by TCAC, so long as such actions do not reduce the length of affordability of the Qualifying Units or add to the costs incurred or to be incurred by Authority or City as specified herein. The Authority Executive Director reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the Board of the Authority if the Authority Executive Director determines or believes that such action could increase the risk, liability or costs to Authority, or reduce the length of affordability of the Project.

IN WITNESS WHEREOF, Owner, Authority and City have caused this Regulatory Agreement to be signed, acknowledged and attested on their behalf by duly authorized representatives in counterpart original copies which shall upon execution by all of the parties be deemed to be one original document.
[Signatures on following pages]

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E-31
Exhibit “E”
Regulatory Agreement
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REDLINE 4041745.1
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AUTHORITY AND CITY SIGNATURE PAGE
TO

REGULATORY AGREEMENT
(Corona Second Street Family Apartments)
AUTHORITY:

CITY OF CORONA HOUSING AUTHORITY,
a public body, corporate and politic, organized under the laws of the State of California, By: Date:

Jacob Ellis
Executive Director
ATTEST:

Authority Secretary
CITY:

CITY OF CORONA,
a California municipal corporation
By: Date:

Jacob Ellis
City Manager
ATTEST:

City Clerk

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E-32
Exhibit “E”
Regulatory Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

OWNER SIGNATURE PAGE
TO

REGULATORY AGREEMENT
(Corona Second Street Family Apartments)
OWNER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C&C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: ____________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable Trust
its member

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EXHIBIT E
ATTACHMENT NO. 1
- 1 -
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ATTACHMENT NO. 1
TO

REGULATORY AGREEMENT
(Corona Second Street Family Apartments)
Property Legal Description

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
[To be inserted after recordation of LLA]

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EXHIBIT E
ATTACHMENT NO. 2
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ATTACHMENT NO. 2
TO

REGULATORY AGREEMENT
(Corona Second Street Family Apartments)
Certification of Tenant Eligibility
NOTE TO PROPERTY OWNER: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the United States Department of Housing and Urban Development ("HUD") Regulations (24 CFR 813). You should make certain that this form is at all times up-to-date with the HUD Regulations.

Re: _Second Street Family Apartments, Corona, California I/We, the undersigned, state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the property listed above. Listed below are the names of all persons who intend to reside in the unit:

1. 2. 3. 4. 5.

Names of
Members of
Household
Relationship
to Head of
Household Age
Social
Security
Number
Place of
Employment

6. Head of Household (check one):

Mother: ____
Father: ____
Other: _____________ (specify relationship – i.e. legal guardian, sister, brother, etc.) Income Computation

7. The total anticipated income, calculated in accordance with the provisions of this Section 7, of all persons over the age of 18 years listed above for the 12-month period beginning the date that I/we plan to move into a unit is $ ____________________.

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Included in the total anticipated income listed above are:
(a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of period receipts, including any lump sum payment for the delayed start of a periodic payment; (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay;
(f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability.

Excluded from such anticipated income are:
(a) casual, sporadic or irregular gifts;
(b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen's compensation), capital gains and settlement for personal or property losses;
(d) amounts of educational scholarship paid directly to the student of the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, book and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes, are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire;

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ATTACHMENT NO. 2
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(f) relocation payments under Title 11 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970;
(g) foster child care payments;
(h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977;
(i) payments to volunteers under the Domestic Volunteer Service Act of 1973; payments received under the Alaska Native Claims Settlement Act. (j) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes;
(k) payments or allowances made under the Department of Health and Human Services' Low-Income Home Energy Assistance Program;
(l) payments received from the Job Training Partnership Act; (m) the first $2,000 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims.

8. Do the persons whose income or contributions are included in item 6 above:
(a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? ___ Yes ____ No; or (b) have they disposed of any assets (other than at a foreclosure or bankruptcy sale) during the last two years at less than fair market value? ___Yes ___No (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? ___Yes ___No (d) If the answer to (c) is yes, state:
(i) the amount of income expected to be derived from such assets in the 12- month period beginning on the date of initial occupancy in the unit that you propose to rent:
$______; and
(ii) the amount of such income, if any, that was included in item 6 above:
$______

9. (a) Are all of the individuals who propose to reside in the unit full-time students*? ____Yes ____No

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ATTACHMENT NO. 2
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*A full-time student is an individual enrolled as a full-time student during each of five calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. (b) If the answer to 8(a) is yes, is at least one of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? ____Yes ____No

10. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the property in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner or owns, directly or indirectly, any interest in the ownership. For purposes of this section, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trust held by the individual or a family member, and ownership, direct or indirect, by a partner of the individual.

11. This certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit; and I/we declare that all information set forth herein is true, correct and complete and, based upon information I/we deem reliable and that the statement of total anticipated income contained in Section 7 is reasonable and based upon such investigation as the undersigned deemed necessary.

12. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year.

13. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the units and will entitle the Owner to prevent or terminate my/our occupancy of the unit by institution of an action for eviction or other appropriate proceedings.

14. I/we acknowledge that all of the individuals who propose to reside in the unit qualify as either a United States citizen, United States non-citizen national or a qualified alien (as that term is defined in 8 U.S.C § 1641, as amended from time to time, or any successor statute).

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EXHIBIT E
ATTACHMENT NO. 2
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15. Housing Issuer Statistical Information (will be used for reporting purposes only):

Marital Status: _____________________________
Head of Household: _________________________
Head of Household (Race):

White ________ Asian ________ Hispanic ________
African-American ________ Native American ________ Other ________ Physical Disability: Yes ________ No ________
I/we declare under penalty of perjury that the foregoing is true and correct.

Executed this ________ day of__________, ____ in the County of Riverside, California. ____________________________________
Applicant
____________________________________
Applicant
[Signature of all persons over the age of 18 years listed in number 2 above required]

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EXHIBIT E
ATTACHMENT NO. 2
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FOR COMPLETION BY PROPERTY OWNER ONLY:

1. Calculation of eligible income:
(a) Enter amount entered for entire household in 6 above: $______________ (b) (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($_______________);
(2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($________), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance
(3) Enter at right the greater of the amount calculated under (1) or (2) above:
$_____________;
(c) TOTAL ELIGIBLE INCOME
(Line l(a) plus line 1(b)(3): $________________

2. The amount entered in l(c):
_____ Qualifies the applicant(s) as a Qualified Household. _____ Does not qualify the applicant(s) as Qualified Household.

3. Apartment unit assigned:

Bedroom Size: ______ Rent: $________

4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income, as certified in the above manner upon their initial occupancy of the apartment unit, qualified them as a Qualified Household.

5. Method used to verify applicant(s) income:
_____ Employer income verification.
_____ Copies of tax returns.
_____ Other (_____________________)
_________________________________
Manager

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EXHIBIT E
ATTACHMENT NO. 2
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
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The undersigned employee has applied for a rental unit located in a project financed in part by the Authority of Corona for persons of very low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis.

Annual wages ________ Overtime ________ Bonuses ________ Commissions ________
Total current income ____________
I hereby certify that the statements above are true and complete to the best of my knowledge. _____________________________ _______________ ______________________________ Signature Date Title
I hereby grant you permission to disclose my income to ____________________________ in order that they may determine my income eligibility for rental of an apartment at [_____________________].
_____________________________ _______________
Signature Date
Please send to: ________________________________________ ________________________________________
________________________________________
I hereby attach copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge.
_____________________________ _______________
Signature Date

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EXHIBIT E
ATTACHMENT NO. 3
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REDLINE 4041745.1
1603\62\4041746.1
ATTACHMENT NO. 3
TO

REGULATORY AGREEMENT
(Corona Second Street Family Apartments)
Certificate of Continuing Program Compliance
For Annual Reporting Period Ending
The undersigned, _______________, as the authorized representative of Second Street Family LP, a California limited partnership ("Owner"), has read and is thoroughly familiar with the provisions of the various documents associated with the financial assistance provided by the Housing Authority of the Authority of Corona ("Housing Authority"), Authority of Corona ("Authority"), as established in numerous documents including the Regulatory Agreement, dated as of _____________ among Owner, Authority and Authority.

As of the date of this Certificate, the following percentage of residential units in the project are (i) occupied by Qualified Households (as such term is defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Qualified Household vacated such unit, as indicated:

Number of Units occupied by Qualified Households: ________________ Number of Vacant Units: ________________
Number of Qualified Households who commenced
occupancy during the preceding reporting period: ________________

Attached is a separate sheet ("Occupancy Summary") listing, among other items, the appropriate information for each residential unit in the Project, the occupants of each unit and the rent paid for each unit. The information contained thereon is true and accurate and reasonable and is

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EXHIBIT E
ATTACHMENT NO. 3
1603\62\4017334.8 with 3812672.1
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based on information submitted to the owner and is certified under penalty of perjury by each tenant.
[Signatures on following page]

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EXHIBIT E
ATTACHMENT NO. 3
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The undersigned hereby certifies that (1) a review of the activities of Owner during such reporting period and of Owner's performance under the Regulatory Agreement has been made under the supervision of the undersigned; and (2) to the best of the knowledge of the undersigned, based on the review described in clause (1) hereof, Owner is not in default under any of the terms and provisions of the above documents.

Dated:______________________ OWNER
____________________________________
Name:_______________________________
Its: _________________________________
____________________________________
Name:_______________________________
Its: _________________________________

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EXHIBIT E
ATTACHMENT NO. 3
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OCCUPANCY SUMMARY
Total Number of Units in the Project: ___________
Total Units occupied by Qualified Households: ___________ Total Units available for rent to Qualified Households: ___________ ATTACHED IS THE FOLLOWING INFORMATION:

A. Resident and rental information on each occupied apartment in the complex.

B. Certification of Tenant Eligibility for all Qualified Households who have moved into ________________, Corona, California, since the filing of the last Occupancy Summary. The same are true and correct to the best of the undersigned's knowledge and belief.

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F-1
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "F"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

LAND NOTE
[SEE ATTACHED SEVENEIGHT (78) PAGES]

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F-2
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITIONDISPOSITION AND DEVELOPMENT

AGREEMENT AGREEMENT

LAND PROMISSORY NOTE SECURED BY DEED OF TRUST
(Corona Second Street Family Apartments)
Principal Amount:
$________.004,030,000.00
Date of Note: , 202__
Maker: SECOND STREET FAMILY
LP, a California limited partnership
Lender: CITY OF CORONA HOUSING
AUTHORITY, a public body, corporate and
politic, organized under the laws of the State of
California; and
CITY OF CORONA, a California municipal
corporation
Maturity Date: Interest Rate: One- Percent (1%)

1. Housing Authority Land Loan.

FOR VALUE RECEIVED, the undersigned, Second Street Family LP, a California limited partnership ("Maker"), with its principal place of business located at 414 E. Chapman Avenue, Orange, CA 92866, promises to pay to the CITY OF CORONA HOUSING AUTHORITY, a public body, corporate and politic, organized under the laws of the State of California, a municipal corporation ("Authority") and the CITY OF CORONA, a California municipal corporation (“City" and collectively with the Authority “Holder”) at 400 S. Vicentia Avenue, Corona, California, 92882, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of ____________FOUR MILLION THIRTY THOUSAND DOLLARS ($______4,030,000.00) (the "Land Loan"), together with any accrued interest, if applicable, as set forth in this Promissory Note. This Promissory Note (the "Note") is made and given pursuant to that certain First Amended and Restated Affordable Housing Disposition and Development Agreement among the Authority, the City of Corona, a California municipal corporation and Maker, dated ___________, 20242025 (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. The Land Loan is made for the conveyance of the Property by Authority to Maker in accordance with the terms and conditions of the Affordable Housing Agreement.

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F-3
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

2. Term of Loan and Right of Prepayment.
a. Maturity Date. All accrued interest, if any, and principal shall be due and payable in full without any further demand or notice fifty-five (55) years from the date on which the Certificate of Completion is issued ("Maturity Date"). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium.

3. Security for Note.

This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement.

4. Interest Calculation.

The principal outstanding under this Note shall accrue simple interest at the rate of one percent (1%) per annum on the basis of actual days in a 365 day year, except in the case of Default as set forth in Section 9 of this Note. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement.

5. Annual Payment.

Following completion of the Project as evidenced by the issuance byof the City of a Certificate of Occupancy as defined in Section 111.2 of the California Building Code, 2013 Municipal CodeCompletion pursuant to the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the Project shall be paid to Holders and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than April 1 each year, with the first payment due on the April 1 following the issuance of a Certificate of OccupancyCompletion for the Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. After the Fee Deferral Note and the HOME-ARP Note have been paid in full, Maker shall make repayments of the outstanding principal and accrued interest of this Note, if any, as follows:
(i) an amount equal to the product of thirty percent (30%) times the Authority/City’s Share of Fifty Percent (50%) of the Residual Receipts from the Project shall be paid to the City as repayment of amounts due and owing under this Note; and (ii) an amount equal to the product of seventy percent (70%) times the Authority/City’s Share of Fifty Percent (50%) of the Residual Receipts from the Project shall be paid to the Authority as repayment of amounts due and owing under this Note.

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F-4
Exhibit “F”
Land Note
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REDLINE 4041745.1
1603\62\4041746.1
For the purposes of this Note, "Authority/City's Share" means seventy-nine and eighty-two hundredths percent (79.82%), which is the percentage calculated by dividing (1) the total sum of the original principal amounts of the Fee Deferral Loan, the HOME-ARP Loan, the Land Loan and the Project Loan by (2) the sum of the principal amounts of all loans from all government entities obtained by the Maker for the Project to the extent not requiring a mandatory debt service payment.

Such annual payments shall be accompanied by the Maker's report of Residual Receipts. The Maker shall provide the Holder with the audited financial statement provided for in Section 6, and any other documentation reasonably requested by Holder to substantiate the Maker's determination of Residual Receipts.

Notwithstanding the foregoing, the entire outstanding balance of principal and any interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereofof issuance of the Certificate of Completion.

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F-5
Exhibit “F”
Land Note
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(i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the Project, including any Net Refinancing Proceeds and any revenue from contributions, loans or grants which is not required to meet future project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances) ("Gross Revenue") less all of the following: all customary and reasonable costs and expenses reasonably and actually incurred in connection with the operation and maintenance of the Project, including but not limited to premiums for Property Insurance and Liability Insurance; the normally amortized principal and interest payments due on mortgages that are Senior to this Note; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services in an amount approved as part of the Annual Budget; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the Project in an amount approved as part of the Annual Budget; tax credit adjusters required by the Maker's partnership agreement; asset management fee payable to the limited partner of Maker and partnership management fee payable to Maker, which fees together shall not exceed Thirty Thousand Dollars ($30,000) per year during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to two and one-half percent (2.5%) per year with any greater amount to be approved by the Authority in the Annual Budget; reasonable property management fees not to exceed Seventy Dollars ($70) per unit per month during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to three percent (3%) per year or greater amount as approved by the Authority in the Annual Budget; deferred Developer Fee in an amount in an amount approved as part of the Project Budget (as defined in the Affordable Housing Agreement); amounts (approved by Holder) expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; and any other reserves reasonably required by the investors or the lenders approved by the Authority for the Project (collectively, "Operating Expenses").
(ii) Notwithstanding the generality of the foregoing, the following items shall not be considered Operating Expenses for purposes of computing Residual Receipts:
(A) Payment of any fees or expenses or of any portion of the Residual Receipts to Maker or any affiliate of Maker, except as specifically set forth herein; (B) Income taxes imposed upon Maker's income;
(C) Payment of principal or interest on any indebtedness of Maker to any Lender, including any affiliate of Maker (individual or entity) or partner of Maker, except as specifically approved by Holder in writing or otherwise set forth herein; and (D) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.

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F-6
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

6. Audited Financial Statement.

Maker shall annually provide Holder with an audited financial statement documenting the calculation of Residual Receipts for the previous calendar year ending December 31. The audited financial statement shall be provided on or before April 1, together with payment of the Residual Receipts payment due to Holder. Holder shall have the right to inspect and audit Maker's books and records concerning the calculation of the Residual Receipts Payment and to object within ninety (90) days from receipt of Maker's statement. Failure to timely object shall be deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval.

Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. The cost of the auditor shall be shared equally by Maker and Holder.

7. Annual Budget.

Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total Annual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld.

8. Acceleration Upon Certain Events or Upon Default.

In the event of any Default under the terms of this Note, the Affordable Housing Agreement or the Regulatory Agreement, the Deed of Trust which is the security for this Note, or under any Senior loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with thirty (30) days in which to cure any Default, and such Default not having been cured within thirty (30) days (or if a greater amount of time is reasonably necessary to effect a cure, if actions to cure such Default are not undertaken within said thirty (30) day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note shall immediately become due and payable, upon thirty (30) day written notice from the Holder to the Maker. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent Default.

Page 752 of 1215 ends

F-7
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.

Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute a Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority.

9. Interest on Default.

From and after a Default, the entire outstanding principal balance of this Note shall automatically bear an annual interest rate equal to the lesser of: (a) eight percent (8%) compounding annually; or (b) the maximum interest rate allowed by law.

10. Costs Paid by Maker.

Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument.

11. Waiver.

Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the Holder hereof may extend the Maturity Date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note.

12. Indemnification.

Maker shall indemnify, defend, protect and hold the Authority harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys fees and expenses incurred by the Holder hereof, arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or related agreements; (ii) intentional bad faith waste of the real property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from

Page 753 of 1215 ends

F-8
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note and the Affordable Housing Agreement.

13. Nonrecourse.

This Note shall become a nonrecourse obligation of Maker on the date that Maker files a valid and timely Notice of Completion for the Project and the Holder must resort only to the Project or the Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. At such time as this Note becomes nonrecourse, neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the Land Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, material misrepresentation, intentional bad faith waste of or on the Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note.

Maker's obligation to indemnify the Holder hereof as aforesaid shall be recourse obligations of the Maker, and in the event of any breach of such obligations, the Holder shall have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach.

14. Severability.

If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect.

15. Non-Waiver.

No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the Holder hereof of its right to subsequently demand such performance or to exercise any remedies for any Default hereunder. Further, in order to be effective, any waiver of any of the Holder's rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of Default hereunder.

Page 754 of 1215 ends

F-9
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
[Signatures on Following Page]

Page 755 of 1215 ends

F-10
Exhibit “F”
Land Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
MAKER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: _____________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable Trust.
its member

Page 756 of 1215 ends

G-1
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "G"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

DEED OF TRUST
[SEE ATTACHED SIXTEENTWELVE (1612) PAGES]

Page 757 of 1215 ends

G-1
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Corona Housing Authority
400 S. Vicentia Avenue
Corona, CA 92882
Attn: Executive Director
APNs: SPACE ABOVE FOR RECORDER'S USE ONLY

EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383 AND §27388.1(a)(2)(D)

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Corona Housing Authority & City of Corona – Corona Second Street Family Apartments) This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed of Trust") is dated as of _________, 202_, by Second Street Family LP, a California limited partnership, whose address is 414 E. Chapman Avenue, Orange, CA 92866 ("Trustor"), to _______________________________ ("Trustee"), for the benefit of the City of Corona Housing Authority, a public body, corporate and politic, organized under the laws of the State of California ("Authority"), whose address is 400 S. Vicentia Avenue, Corona, CA 92882 and the City of Corona, a municipal corporation ("City, and together with the Authority, the "Beneficiary"), and is executed to secure those four certain Promissory Notes each of even date herewith and executed by the Trustor, one payable to the City and the Authority in the principal amount of Four Million Thirty Thousand Dollars ($4,000,000.004,030,000.00), one payable to the City in the principal amount of Five Hundred Twenty NineThirty One Thousand EightFive Hundred Seventy-FiveNinety-One and Fifteen Hundredths Dollars ($529,875.00531,591.15), one payable to the City in the principal amount of ____Two Million Dollars ($________) [not to exceed $2,000,000.00),] and one payable to the Authority in the principal amount of Seven Million Five Hundred Thirty-Five Thousand Two Hundred Eighty Dollars ($7,535,280.00) respectively, executed by Trustor in favor of Beneficiary (such Promissory Notes, as it may from time to time be supplemented, amended extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed of Trust by this reference.

This Deed of Trust is made with respect to that certain "First Amended and Restated Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments)" dated ___________, 20242025, for reference purposes only, between the Trustor, the Beneficiary and the City of Corona, a California municipal corporation ("City") (the "Affordable Housing Agreement").

Page 758 of 1215 ends

G-2
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION, the following property ("Trust Estate"):
(a) All of that certain real property in the City of Corona, County of Riverside, State of California, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof ("Subject Property"); (b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property ("Improvements"); (c) All tenements, hereditament, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject Property or the Improvements, including easements, rights-of-way and development rights ("Appurtenances"). (Appurtenances, together with the Subject Property and the Improvements, are hereafter collectively referred to as the "Real Property"); (d) Subject to the assignment to Beneficiary set forth in Paragraph 4 below, all rents, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Trust Estate or the ownership, use, management operation, leasing or occupancy of the Trust Estate, including those past due and unpaid ("Rents"); (e) All present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code ("UCC"), whether existing now or in the future) located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating, ventilating and air conditioning equipment and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property ("Goods," and together with the Real Property, collectively the "Property"); and
(f) All present and future right, title and interest of Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, occupancy, sale or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement

Page 759 of 1215 ends

G-3
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (collectively, "Intangibles").

Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the "Personal Property"). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a "secured party" under the UCC and other applicable California law. Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC.

FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following: (a) payment of that certain Land Promissory Note dated _________, 202__ to the City and the Authority in the original principal amount of Four Million Thirty Thousand Dollars ($4,000,000.004,030,000.00) (the "Land Note"), (b) payment of that certain Project Promissory Note dated _________, 202_ to the Authority in the original principal amount of Seven Million Five Hundred Thirty-Five Thousand Two Hundred Eighty Dollars ($7,535,280.00) (the "Project Note"), (c) payment of that certain HOME-ARP Promissory Note to the City in the principal amount of Five Hundred Twenty NineThirty One Thousand EightFive Hundred SeventyFiveNinety-One and Fifteen Hundredths Dollars ($529,875.00531,591.15) (the "HOME-ARP Note", (d) payment of that certain Fee Deferral Promissory Note to the City in the principal amount of _____Two Million Dollars ($____) [not to exceed $2,000,000] .00) (the "Fee Deferral Note", and together with the Land Note, the Project Note, and the HOME-ARP Note, referred to herein as the "Notes"); and (e) due, prompt and complete observance, performance and discharge of each and every monetary and non-monetary condition, obligation, covenant and agreement contained herein or contained in the Affordable Housing Agreement. The Affordable Housing Agreement, that certain Regulatory Agreement (Corona Second Street Family

Page 760 of 1215 ends

G-4
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Apartments) dated _______ __, 2024202_, for reference purposes only, between the Trustor, the Beneficiary and the City ("Regulatory Agreement") and the Notes (collectively, "Secured Obligations") and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein;

2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed;

3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable. This Deed of Trust shall cover, and the property subject hereto shall include all property now or hereafter affixed or attached to or incorporated upon the Subject Property in, to or under which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject Property. To the extent any of the property subject to this Deed of Trust consists of rights in action or personal property covered by the UCC, this Deed of Trust shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under which Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms are defined in the UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (i) in the possession or control of Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject Property; (iii) located or used on the Subject Property or identified for use on the Subject Property (whether stored on the Subject Property or elsewhere); or (iv) used in connection with, arising from, related to, or associated with the Subject Property or any of the personal property described herein, the construction of any improvements on the Subject Property, the ownership, development, maintenance, management or operation of the Subject Property, the use or enjoyment of the Subject Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 3 are hereinafter severally and collectively called the "Security

Page 761 of 1215 ends

G-5
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Interest". The Security Interest shall be self-operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby. The Security Interest, at all times, shall be prior to any other interest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence.

Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Notes subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Riverside County, this Deed of Trust shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed of Trust and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement;

4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured.

Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the Secured Obligations;

5. That upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom;

6. That Trustor will keep the improvements now existing or hereafter erected on the property insured against loss by fire and such other hazards, casualties, and contingencies as may be required by applicable provisions of the Secured Obligations, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies, if requested, shall be deposited with the Beneficiary;

Page 762 of 1215 ends

G-6
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7;

8. As it is provided more specifically in the Secured Obligations, to keep said property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor's right to contest the validity or applicability of laws or regulations); not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or covenants, conditions and/or restrictions affecting said property; not to permit or suffer any material alteration of or addition to the buildings or improvements hereafter constructed in or upon said property without the consent of the Beneficiary;

9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear;

10. Should Trustor fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee, being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees;

11. Beneficiary shall have the right to pay all insurance premiums required by the Secured Obligations when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the sums secured hereby;

Page 763 of 1215 ends

G-7
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure, at the highest rate of interest permitted by law;

13. That the funds to be advanced hereunder are to be used in accordance with applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the giving of notice and the expiration of any applicable cure period, Trustor shall be in default hereunder;

14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as authorized by Beneficiary and/or as provided in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at Beneficiary's written request, within thirty (30) days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first provide a written request prior to foreclosure) record in the Office of the Recorder of Riverside County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;

15. That any and all improvements made or about to be made upon the premises covered by this Deed of Trust and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office.

IT IS MUTUALLY AGREED THAT:

16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust or suffer Trustor's title or any interest therein to be divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing Agreement, without the prior written consent of the Beneficiary being first obtained, then Beneficiary shall have the right, at Beneficiary's sole option, to declare all sums payable under the Notes secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Notes. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions.

Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein, the Beneficiary, at its option, may

Page 764 of 1215 ends

G-8
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
declare the whole of the indebtedness secured hereby to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Notes;

17. As provided more specifically in the Secured Obligations, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage subject to the rights of any senior lenders.

All such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary subject to the rights of any senior lenders;

18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is taken for a public improvement or pursuant to a condemnation proceeding and the Qualifying Units (as defined in the Regulatory Agreement) remain intact and continue to be owned and operated by Trustor in conformance with the Affordable Housing Agreement and the Regulatory Agreement, Beneficiary shall not declare all sums due and payable under the Notes, nor shall the Beneficiary be entitled to any compensation, awards and other payments therefor, provided that such compensation, awards and other payments are used for (1) paying principal and interest owed on the Permanent Loan (as defined in the Affordable Housing Agreement), (2) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or (3) payment of principal owing under the Notes. In the event that Trustor receives such compensation, awards or other payments and fails to expend the funds in conformance with subsections (1) and (2) this section within thirty (30) days of receipt of such funds, Trustor shall be in default under this Deed of Trust.

19. Upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust within thirty (30) days after written demand therefor by Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Trustor fail to promptly commence such cure, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust and all documents evidencing expenditures secured hereby;

Page 765 of 1215 ends

G-9
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate allowed by law; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto;

21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee;

22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law;

23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto";

24. The trust created hereby is irrevocable by Trustor;

25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term

Page 766 of 1215 ends

G-10
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
"Beneficiary" shall include not only the original Beneficiary hereunder but also any future successor in interest to Beneficiary. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several;

26. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee;

27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust;

28. Trustor agrees at any time and from time to time, upon receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary;

29. Trustor agrees that the obligations secured by this Deed of Trust are made expressly for the purpose of acquiring the Property and completing the construction work necessary to construct a new 110-unit (including 1 manager's unit) affordable housing development on the Property, as is more specifically provided in the Secured Obligations;

30. As is provided more specifically in the Secured Obligations, the obligations of Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary shall be the exercise of its rights against the Property;

31. Notwithstanding specific provisions of this Deed of Trust, non-monetary performance hereunder shall not be deemed to be in default where delays or defaults are due to:
war; insurrection; strikes; lock-outs; 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 or supplier; acts of the other party; acts or failure to act of the Authority or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shall not excuse performance by Beneficiary unless such act or failure to act is allowed or required by law); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause (a "Force Majeure Delay") shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party

Page 767 of 1215 ends

G-11
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Deed of Trust may also be extended in writing by the Beneficiary and Trustor;

32. If the rights and liens created by this Deed of Trust shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations shall be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations;

33. (a) Subject to the extensions of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust;
(b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; (c) Any failures or delays by Beneficiary 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. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive Beneficiary 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; (d) If an event of default occurs under the terms of this Deed of Trust, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. Trustor shall have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary under this Deed of Trust.

In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within thirty (30) days after the notice of default is first given; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by

Page 768 of 1215 ends

G-12
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default.

34. This Deed of Trust shall be subject and subordinate to the terms of that certain extended use agreement executed by the Trustor in connection with the Trustor's allocation of low-income housing tax credits under Section 42 of the Code (the "Extended Use Agreement").

If Beneficiary or its successors or assigns (collectively, the "Subsequent Owner') acquires the Property by foreclosure (or instrument in lieu of foreclosure), then the "extended use period" (as defined in Section 42(h)(6)(D) of the Internal Revenue Code) shall terminate, except for the obligation of the Subsequent Owner to comply with the limitations on evictions, termination of tenancy and increase in rents for the three year period following the Subsequent Owner's acquisition of the Property, as set forth in Section 42(h)(6)(E)(ii) of the Internal Revenue Code.

As provided in the Affordable Housing Agreement, upon request when appropriate, Beneficiary shall execute such documentation as is necessary to subordinate this Deed of Trust to a Senior Loan.
[Signatures on Following Page]

Page 769 of 1215 ends

G-13
Exhibit “G”
Deed of Trust
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first set forth above.

TRUSTOR:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: _____________________________
Todd R. Cottle, Trustee of the 2007
Todd R. Cottle and Jennifer N. Cottle
Revocable Trust. its member,
its member
[SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

Page 770 of 1215 ends

Exhibit “G”
A-1
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

EXHIBIT A TO

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Corona Second Street Family Apartments)
Legal Description of Subject Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Page 771 of 1215 ends

H-1
Exhibit “H”
Project Scope of Development
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "H"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

PROJECT SCOPE OF DEVELOPMENT
[SEE ATTACHED TWOFOUR (24) PAGES]

Page 772 of 1215 ends

H-2
Exhibit “H”
Project Scope of Development
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

PROJECT SCOPE OF DEVELOPMENT
The 115-unit affordable family project will be situated on about 4 acres of the overall site and will be developed by the Developer. It consists of 115 units with 6 studio, 18 one-bedroom, 46 two-bedroom, and 45 three-bedroom units in five residential buildings. Large family units will be provided to serve the needs of Corona families and to assist in the financing structure. In addition to serving traditional families, to achieve the City's goal of serving homeless families or families at risk of homelessness, the development includes a preference for 20 families that are either currently homeless or at risk of homelessness.

The buildings are oriented towards Second Street and Buena Vista Avenue which provides for consistent massing and street presence across the entire site. Three of the buildings are situated around a central courtyard which includes open space and a pool. Parking has been placed along the southern boundary of the property providing for a buffer between the residential units and Corona-Norco School District school and corporation yard facilities.

The community has been designed to accommodate small to large families. In addition to large family sized units, unit amenities will include energy efficient appliances and HVAC systems to decrease residents' utility costs, the use of low Volatile Organic Compound (VOC) and other sustainable building products to improve resident's indoor environmental air quality, recessed lighting, durable plank vinyl flooring, large windows for natural lighting, and shaded balconies.

The property will have a number of site amenities including an on-site manager with a freestanding leasing office building, tot lot, BBQ pavilion, pool, drought tolerant landscaping, community room with kitchen, and a technology lab. Site amenities have been designed to complement what has previously been provided at the Citrus Circle community directly across the street. Residents of both communities will be able to access the site amenities whether it's programming, swimming in the pool, or dropping in for a parenting or ESL class.

The Second Street project will have a multipurpose room and community center which will be operated by the YMCA or alternative service provider. The proposed services encompass a wide breadth of programs at the location with the goal to complement and not duplicate existing programs in the surrounding community. The proposed initial services fall into two main categories, Adult/Family Education and Health and Wellness as follows:

Adult/Family Education
Teens and Young Adults
• Leadership and Fellowship Classes (Functional Strength, Bootcamp, Beginner/Advanced Strength classes, Teen Fellowship, Teen Conditioning)
• eSports
• Innovation Space
• Teen Scholar Program

Page 773 of 1215 ends

H-3
Exhibit “H”
Project Scope of Development
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
All Ages
• Volunteer programs (food insecurity, collaboration with local police and fire departments) • Nutrition classes: Diabetes Prevention, Healthy Weight for your Kids, Senior Health, Family Cooking, Meal Prep Classes.

Health/Wellness
All Ages
• Personal Trainer/Partner Training
• Physical Therapist Seminars
• Blood Pressure Monitoring Program
Seniors
• Low impact Group Exercise classes (Chair balance, TRX for Beginners, Stability and Mobility, Chair Yoga).
• Fellowship classes (Technology classes and coffee social hour.) Families
• Family Fitness
• Kids Yoga
The programs will be available to residents at Citrus Circle, Second Street, and Meridian Apartments complexes
The recreation parcel (APN 118-302-030) will feature a central open space surrounded by shade and seating, citrus fruit trees, and native landscape materials. The space can be programmed for various activities such as free play for children, outdoor activities for older children and adults, and other outdoor activities.

The Social Services provider will reach out to the City Volunteer Coordinator to discuss ways to partner and bring different services and opportunities to residents on a regular basis.

The site is well located in the heart of Corona. The property is within walking distance to grocery stores, public transit, community-serving retail, Corona City Hall, YMCA facilities, Historic Civic Center facilities (programmed by the City to host community events year-round), non-profit services providers, and the Corona-Norco Adult education center.

Developer will engage with the Corona Norco Unified School District’s Adult Education Center located at 300 E. Buena Vista, Corona, CA 92882 to help ensure residents are aware of the Adult Education opportunities the school provides such as certificates in Accounting, Computer Skills, welding, and construction.

Page 774 of 1215 ends

H-4
Exhibit “H”
Project Scope of Development
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
The site will be designed for ADA path of travel, so that disabled residents can have unimpaired access throughout the site. Handicap parking spaces will be provided along with truncated domes on sidewalks for vision impaired individuals. 2% of the units will be configured for visual and hearing impaired individuals. 5% of the units will be designed to Uniform Federal Accessibility Standards (UFAS) or to current state and/or tax credit financing requirements, whatever is most restrictive. In addition, all ground floor and elevator accessible units will be adaptable for wheelchair or disabled residents.

Affordable Family Development Summary:
❖ Number of Units 115
❖ Residential Square Footage approx. 110,727 sf
❖ Number of Structures 5
❖ Unit Sizes (BR/BA) Studios: 601 sf
1/1: 764 sf
2/1: 939 sf
3/2: 11,115 sf
❖ Unit Mix (BR/BA) Studios/1: 6 | 1/1: 18 | 2/1: 46 | 3/2: 45 ❖ Community Rooms 1 + Leasing Office + Technology Room + Laundry Room
❖ Recreational Areas on
Family Apartment Parcel
BBQ Pavilion, Outdoor Shaded Seating, Pool, Tot
Lot, Open Space
❖ Recreational Areas on
Recreation Parcel
Central open space surrounded by shade and seating
❖ Parking 190 Total Spaces (1.73 spaces/unit)
❖ Target Population Low, Very Low and Extremely Low Families 20 Unit Preference for At Risk of Homelessness or
Homeless Families

Page 775 of 1215 ends

H-5
Exhibit “H”
Project Scope of Development
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Unit Mix
Affordability
Unit Type 30%
AMI
50%
AMI
60%
AMI
70%
AMI
Manager Total
Studios 1 1 3 1 6
One Bedroom 1 1 149 27 18
Two Bedroom 5 5 3116 520 46
Three Bedroom 5 5 2914 520 1 45
Total 12 12 7742 1348 1 115

Page 776 of 1215 ends

I-1
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "I"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

NOTICE OF AGREEMENT
[SEE ATTACHED EIGHTFIVE (85) PAGES]

Page 777 of 1215 ends

I-2
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Corona Housing Authority
400 S. Vicentia Ave.

Corona, CA 92882
Attn: Executive Director
______________________________________________________________________________ APNs: SPACE ABOVE FOR RECORDER'S USE ONLY

EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383 AND §27388.1(a)(2)(D)

CITY OF CORONA HOUSING AUTHORITY

NOTICE OF AGREEMENT
First Amended and Restated
Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments)
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that as of ________, 202_, CITY OF CORONA HOUSING AUTHORITY, a public body, corporate and politic, organized under the laws of the State of California (the "Authority"), the CITY OF CORONA, a California municipal corporation (the "City") and SECOND STREET FAMILY LP, a California limited partnership ("Developer"), entered into an agreement entitled "First Amended and Restated Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments)" dated _________, 20242025 (the "Agreement"). A copy of the Agreement is on file with the City Clerk of the City and is available for inspection and copying by interested persons as a public record of the City at the City's offices located at 400 S.

Vicentia Ave., Corona, CA 92882, during the regular business hours of the City.

The Agreement affects the real property described in Attachment No. 1 attached to this Notice of Agreement (the "Property"). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain affordable housing restrictions and other covenants that run with the land of the Property and other agreements between the Developer and the Authority affecting the Property, which restrict the price and terms at which residential units on the Property may be rented. These restrictions may limit the sales price or rents of the Property to an amount which is less than the fair market value of the Property. These restrictions limit the income of persons and households who are permitted to rent residential units on the Property. This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You

Page 778 of 1215 ends

I-3
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
will need to obtain and read the Agreement to fully understand the affordable housing restrictions and requirements which apply to the Property.

THIS NOTICE OF AGREEMENT is dated as of ______, 202__, and has been executed on behalf of the Developer, the Authority and the City by and through the signatures of their authorized representative(s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.
[Signatures on Following Pages]

Page 779 of 1215 ends

I-4
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

CITY AND AUTHORITY SIGNATURE PAGE
TO

NOTICE OF AGREEMENT
First Amended and Restated
Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments)
Authority, City and Developer have signed this Notice of Agreement by and through the signatures of their authorized representative(s) set forth below:

AUTHORITY:

CITY OF CORONA HOUSING AUTHORITY,
a public body, corporate and politic, organized under the laws of the State of California, By: Date:

Jacob Ellis
Executive Director
ATTEST:

Authority Secretary
CITY:

CITY OF CORONA,
a California municipal corporation
By: Date:

Jacob Ellis
City Manager
ATTEST:

City Clerk

Page 780 of 1215 ends

I-5
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

DEVELOPER SIGNATURE PAGE
TO

NOTICE OF AGREEMENT
First Amended and Restated
Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments)
DEVELOPER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: __________________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable
Trust,
its member

Page 781 of 1215 ends

I-6
Exhibit “I”
Notice of Agreement
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

Page 782 of 1215 ends

Attachment No. 1
-1-
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
ATTACHMENT NO. 1
TO

NOTICE OF AGREEMENT
First Amended and Restated
Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments s)
Property Legal Description

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Page 783 of 1215 ends

J-1
Exhibit “J”
Certificate of Completion
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "J"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

CERTIFICATE OF COMPLETION
[SEE ATTACHED THREE (3) PAGES]

Page 784 of 1215 ends

J-2
Exhibit “J”
Certificate of Completion
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Corona Housing Authority
400 S. Vicentia Ave.

Corona, CA 92882
Attn: Executive Director
APNs: SPACE ABOVE FOR RECORDER'S USE ONLY

EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383 AND §27388.1(a)(2)(D)

CERTIFICATE OF COMPLETION
(Corona Second Street Family Apartments)
I, _____________, Executive Director of the City of Corona Housing Authority ("Authority"), certify as follows:

Section 1. This Certificate of Completion is made with respect to that certain First Amended and Restated Affordable Housing Disposition and Development Agreement dated _______, 20242025 ("Agreement") by and among the Authority, the City of Corona ("City"), and Second Street Family LP ("Developer"). The Agreement is an official record of the Authority and a copy of the Agreement may be inspected in the office of the Authority Secretary, located at 400 S. Vicentia Avenue, Corona, California, during regular business hours. All capitalized terms not otherwise defined in this certificate shall have the same meaning as ascribed to those terms in the Agreement.

Section 2. The development of that certain real property ("Property") described in Attachment No. 1 to this Certificate of Completion, which includes the construction of an one hundred fifteen (115) unit multifamily residential development on the Property and associated common areas to provide rental housing to low income households ("Project") as required in accordance with the Agreement has been completed in accordance with the provisions of the Agreement.

Section 3. Pursuant to Section 4.11 of the Agreement, on behalf of Authority, this Certificate of Completion is a conclusive determination of the satisfactory completion of Developer's obligation to complete the Project on the Property; provided, however, that Authority and City may enforce any covenants and obligations surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the Regulatory Agreement.

Page 785 of 1215 ends

J-3
Exhibit “J”
Certificate of Completion
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

SIGNATURE PAGE
TO

CERTIFICATE OF COMPLETION
(Corona Second Street Family Apartments)
DATED AND ISSUED this ____ day of ________________.

Dated: _______________________ By:

Name: __________________________________
Executive Director
ATTEST:

Authority Secretary
[SIGNATURE MUST BE NOTARY ACKNOWLEDGED]

Page 786 of 1215 ends

Attachment No. 1
-1-
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
ATTACHMENT NO. 1
TO

CERTIFICATE OF COMPLETION
Legal Description of the Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Page 787 of 1215 ends

K-1
Exhibit “K”
Developer Official Action
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "K"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

DEVELOPER OFFICIAL ACTION
[SEE ATTACHED TWO (2) PAGES]

Page 788 of 1215 ends

K-2
Exhibit “K”
Developer Official Action
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

DEVELOPER OFFICIAL ACTION
The undersigned do hereby certify that Second Street Family LP will serve as the Developer of the Second Street Family Apartments under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate.

Each of us, only on behalf of the entity identified below, further certify that the following named person(s):

1. Eunice Bobert, as the Chief Executive Officer of Orange Housing Development Corporation, the sole member and manager of OHDC Second Street Family LLC, the managing general partner of the Developer; and

2. Todd R. Cottle, Trustee of the 2007 Todd R. Cottle and Jennifer N. Cottle Revocable Trust as a member of C & C Development Co., LLC, the sole member and manager of C&C Second Street Family LLC, the managing general partner of the Developer
are, without any additional or further consent of any person, authorized and empowered for and on behalf of and in the name of the respective entity set forth above to: (1) sign and deliver that certain First Amended and Restated Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments), dated as of ______________, 20242025 ("Agreement"), regarding the development of certain real property located in the City of Corona, California, and performance of other obligations of the "Developer" as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by each entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the Executive Director of the City of Corona Housing Authority receives written notice of the revocation of this Certificate.

We further certify that the activities covered by the authorities conferred and certified to in this Certificate and the foregoing certifications constitute duly authorized activities of each entity identified above; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which either of the entities identified above is organized and/or that governs such entity's continued existence or limits the power of the

Page 789 of 1215 ends

K-3
Exhibit “K”
Developer Official Action
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents. [Signatures on following page]

Page 790 of 1215 ends

K-4
Exhibit “K”
Developer Official Action
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

SIGNATURE PAGE
TO

DEVELOPER OFFICIAL ACTION
SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: __________________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable
Trust,
its member

Page 791 of 1215 ends

L-1
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "L"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

PROJECT NOTE
[SEE ATTACHED SEVENEIGHT (78) PAGES]

Page 792 of 1215 ends

L-2
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITIONDISPOSITION AND DEVELOPMENT

AGREEMENTAGREEMENT

PROJECT PROMISSORY NOTE SECURED BY DEED OF TRUST
(Corona Second Street Family Apartments)
Principal Amount: $7,535,280 Date of Note: ,
202__2025
Maker: SECOND STREET FAMILY
LP, a California limited partnership
Lender: CITY OF CORONA HOUSING
AUTHORITY, a public body, corporate and
politic, organized under the laws of the State of
California
Maturity Date: Interest Rate: One Percent (1.0%)

1. Housing Authority Project Loan.

FOR VALUE RECEIVED, the undersigned Second Street Family LP, a California limited partnership ("Maker"), with its principal place of business located at 414 E. Chapman Avenue, Orange, CA 92866, promises to pay to the CITY OF CORONA HOUSING AUTHORITY, a public body, corporate and politic, organized under the laws of the State of California, a municipal corporation (the "Authority" or "Holder") at 400 S. Vicentia Avenue, Corona, California, 92882, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of Seven Million Five Hundred Thirty-Five Thousand Two Hundred Eighty Dollars ($7,535,0007,535,280), (the "Project Loan"), together with any accrued interest, if applicable, as set forth in this Note. This Promissory Note (the "Note") is made and given pursuant to that certain First Amended and Restated Affordable Housing Disposition and Development Agreement among the Authority, the City of Corona, a California municipal corporation and Maker, dated ___________, 20242025 (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. Funds for the Project Loan consist of $7,535,280.00 in Authority funding from its low and moderate income housing asset fund. The Project Loan is made to finance the Project's predevelopment, development, and construction costs in accordance with the terms and conditions of the Affordable Housing Agreement.

2. Term of Loan and Right of Prepayment.

Page 793 of 1215 ends

L-3
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
a. Maturity Date. All accrued interest, if any, and principal shall be due and payable in full without any further demand or notice fifty-five (55) years from the date on which the Certificate of Completion is issued ("Maturity Date"). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium.

3. Security for Note.

This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement.

4. Interest Calculation.

The principal outstanding under this Note shall accrue simple interest at the rate of one percent (1.0%) per annum on the basis of actual days in a 365 day year, except in the case of Default as set forth in Section 9 of this Note. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement.

5. Annual Payment.

Following completion of the Project as evidenced by the issuance byof the City of a Certificate of Occupancy as defined in Section 111.2 of the California Building Code, 2013 Municipal CodeCompletion pursuant to the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than April 1 each year, with the first payment due on the April 1 following the issuance of a Certificate of OccupancyCompletion for the Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. After the Fee Deferral Note, the HOME-ARP Note and the Land Note have been paid in full, Maker shall make repayments of the outstanding principal and accrued interest of this Note, if any, equal to the Authority/City’s Share of Fifty Percent (50%) of the Residual Receipts from the Project as repayment of amounts due and owing under this Note.

For the purposes of this Note, "Authority/City's Share" means seventynine and eighty-two hundredths percent (79.82%), which is the percentage calculated by dividing (1) the total sum of the original principal amounts of the Fee Deferral Loan, the HOME-ARP Loan, the Land Loan and the Project Loan by (2) the sum of the principal amounts of all loans from all government entities obtained by the Maker for the Project to the extent not requiring a mandatory debt service payment.

Page 794 of 1215 ends

L-4
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Such annual payments shall be accompanied by the Maker's report of Residual Receipts. The Maker shall provide the Holder with the audited financial statement provided for in Section 6, and any other documentation reasonably requested by Holder to substantiate the Maker's determination of Residual Receipts.

All payments made hereunder shall be credited first to any accrued but unpaid interest (if applicable), then to current interest due and owing and lastly to principal. Interest not paid current each year shall be added to and thereafter be considered additional principal due hereunder. Each payment shall be credited to each of the sources of funding for the Project Loan in the same proportion as the amount of principal funding that source provided to the Project Loan bears to the total principal amount of the Project Loan.

Page 795 of 1215 ends

L-5
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Property Insurance and Liability Insurance; the normally amortized principal and interest payments due on mortgages that are Senior to this Note; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services in an amount approved as part of the Annual Budget; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the Project in an amount approved as part of the Annual Budget; tax credit adjusters required by the Maker's partnership agreement; asset management fee payable to the limited partner of Maker and partnership management fee payable to Maker, which fees together shall not exceed Thirty Thousand Dollars ($30,000) per year during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to two and one-half percent (2.5%) per year with any greater amount to be approved by the Authority in the Annual Budget; reasonable property management fees not to exceed Seventy Dollars ($70) per unit per month during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to three percent (3%) per year or greater amount as approved by the Authority in the Annual Budget; deferred Developer Fee in an amount approved as part of the Project Budget (as defined in the Affordable Housing Agreement); amounts (approved by Holder) expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; and any other reserves reasonably required by the investors or the lenders approved by the Authority for the Project (collectively, "Operating Expenses").
(ii) Notwithstanding the generality of the foregoing, the following items areshall not expenses or deductible inbe considered Operating Expenses for purposes of computing Residual Receipts:
(A)(A) Payment of any fees
or expenses or of any portion of the Residual Receipts to Maker or any affiliate of Maker, except as specifically set forth herein;
(B) (B) Income taxes imposed
upon Maker's income;
(C) (C) Payment of principal
or interest on any indebtedness of Maker to any Lender, including any affiliate of Maker (individual or entity) or partner of Maker, except as specifically approved by Holder in writing or otherwise set forth herein; and
(D)(D) Depreciation, cost
recovery, amortization and similar items which do not involve the expenditure of cash.

Page 796 of 1215 ends

L-6
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

6. Audited Financial Statement.

7. Annual Budget.

Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total budgetAnnual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld.

8. Acceleration Upon Certain Events or Upon Default.

Page 797 of 1215 ends

L-7
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.

Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute a Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority.

9. Interest on Default.

10. Costs Paid by Maker.

11. Waiver.

12. Indemnification.

Page 798 of 1215 ends

L-8
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note and the Affordable Housing Agreement.

13. Nonrecourse.

This Note shall become a nonrecourse obligation of Maker on the date that Maker files a valid and timely Notice of Completion for the Project and the Holder must resort only to the Project or the Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. At such time as this Note becomes nonrecourse, neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the Project Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, material misrepresentation, intentional bad faith waste of or on the Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note.

14. Severability.

15. Non-Waiver.

Page 799 of 1215 ends

L-9
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of Default hereunder. [Signatures on Following Page]

Page 800 of 1215 ends

L-10
Exhibit “L”
Project Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
MAKER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: _________________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable Trust,.
its member

Page 801 of 1215 ends

M-1
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "M"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

FEE DEFERRAL NOTE
[SEE ATTACHED EIGHT (8) PAGES]

Page 802 of 1215 ends

M-2
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITIONDISPOSITION AND DEVELOPMENT

AGREEMENTAGREEMENT

FEE DEFERRAL PROMISSORY NOTE SECURED BY DEED OF TRUST
(Corona Second Street Family Apartments)
Principal Amount: $[2,000,000] Date of Note: , 20242025 Maker: SECOND STREET FAMILY LP,
a California limited partnership
Lender: CITY OF CORONA, a California
municipal corporation
Maturity Date: Interest Rate: One Percent (1.0%)

1. City Fee Deferral Loan.

For value received, SECOND STREET FAMILY LP, a California limited partnership (the "Maker"), with its principal place of business located at 414 E. Chapman Avenue, Orange, CA 92866, promises to pay the CITY OF CORONA, a California municipal corporation("Holder" or "City"), at 400 S. Vicentia Avenue, Corona, California, 92882, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of [Two Million] Dollars ($[2,000,000]) or so much as may be deferred or advanced by the City (the "Fee Deferral Loan"), together with any accrued interest, if applicable. This Fee Deferral Promissory Note (the "Note") is made and given pursuant to that certain First Amended and Restated Affordable Housing Disposition and Development Agreement among the City of Corona Housing Authority, City and Maker, dated ___________, 20242025 (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. The Fee Deferral Loan is made to finance a portion of the costs of certain development impact fees levied against the Project, for which the City has deferred payment pursuant to City Council Resolution No. _____2024-087 (the "Fee Deferral Loan").

Page 803 of 1215 ends

M-3
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

3. Security for Note.

This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement.

4. Interest Calculation.

The principal outstanding under this Note shall accrue simple interest at the rate of one percent (1.0%) per annum on the basis of actual days in a 365 day year, except in the case of default as set forth in Section 9 of this Note. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement.

5. Annual Payment.

Following completion of the Project as evidenced by the issuance byof the City of a Certificate of Occupancy as defined in Section 111.2 of the California Building Code, 2013 Municipal CodeCompletion pursuant to the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than April 1 each year, with the first payment due on the April 1 following the issuance of a Certificate of OccupancyCompletion for the Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. Maker shall make payments of the outstanding principal and accrued interest, if any, equal to the Authority/City’s Share of Fifty Percent (50%) of the Residual Receipts from the Project as repayment of amounts due and owing under this Note. For the purposes of this Note, "Authority/City's Share" means seventy-nine and eighty-two hundredths percent (79.82%), which is the percentage calculated by dividing (1) the total sum of the original principal amounts of the Fee Deferral Loan, the HOME-ARP Loan, the Land Loan and the Project Loan by (2) the sum of the principal amounts of all loans from all government entities obtained by the Maker for the Project to the extent not requiring a mandatory debt service payment.

Page 804 of 1215 ends

M-4
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Notwithstanding the foregoing, the entire outstanding balance of principal and any interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereofof issuance of the Certificate of Completion.

Prior to any sale of all or any portion of the Project, or Refinancing of all or any portion of the outstanding debt from the Project, and so long as there is any outstanding amount due and owing under this Note, Maker shall notify Holder of any such proposed or intended sale or Refinancing. The Executive Director shall have the right to review all documents related to and to approve or disapprove any Refinancing or that will increase the interest rate or increase the outstanding principal amount of such outstanding debt or cause or require the release or withdrawal of cash or equity from any part of the Project. The Executive Director shall reasonably consider any such proposed Refinancing based on an economic evaluation conducted by City’s economic consultant that analyzes the effect of the proposed Refinancing or (i) the availability of Residual Receipts to repay this Note (and any other subordinate loans), (ii) the availability of Cost Savings, and (iii) the ability of Developer to repay any outstanding debt or other liens, if any, against the Project or Property as such payment becomes due. In such event, Maker and Holder shall meet and confer, and shall use good faith efforts, to determine the feasibility of the payoff or restructuring of the remaining balance owing under this Note as part of any such sale or Refinancing to provide for repayment of this Note sooner than the fifty-five (55) year repayment period. Nothing herein shall be construed or interpreted to give the Executive Director with the authority to review and approve (or disapprove) a Refinancing that includes in any manner the Resyndication of the Project.
b. Definition of Residual Receipts. For the purposes of this Note, "Residual Receipts" shall mean the sum of money computed as follows:
(i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the Project, including any Net Refinancing Proceeds and any revenue from contributions, loans or grants which is not required to meet future project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances) ("Gross Revenue") less all of the following: all customary and reasonable costs and expenses reasonably and actually incurred in connection with the operation and maintenance of the Project, including but not limited to premiums for Property Insurance and Liability Insurance; the normally amortized principal and interest payments due on mortgages that are Senior to this Note; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services in an amount approved as part of the Annual Budget; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the Project in an amount approved as part of the Annual Budget; tax credit adjusters required by the Maker's partnership agreement; asset management fee payable to the limited partner of Maker and partnership management fee payable to Maker, which fees together shall not exceed Thirty Thousand Dollars ($30,0000) per year during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to two and one-half percent (2.5%) per year with any greater amount to be approved by the Authority in the Annual Budget; reasonable property management fees not to

Page 805 of 1215 ends

M-5
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
exceed Seventy Dollars ($70) per unit per month during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to three percent (3%) per year or greater amount as approved by the Authority in the Annual Budget; deferred Developer Fee in an amount approved as part of the Project Budget (as defined in the Affordable Housing Agreement); amounts (approved by Holder) expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; and any other reserves reasonably required by the investors or the lenders approved by the City for the Project (collectively, "Operating Expenses").
(ii) Notwithstanding the generality of the foregoing, the following items shall not be considered Operating Expenses for purposes of computing Residual Receipts:
(A) Payment of any fees or expenses or of any portion of the Residual Receipts to Maker or any affiliate of Maker, except as specifically set forth herein; (B) Income taxes imposed upon Maker's income;
(C) Payment of principal or interest on any indebtedness of Maker to any Lender, including any affiliate of Maker (individual or entity) or partner of Maker, except as specifically approved by Holder in writing or otherwise set forth herein; and (D) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.

6. Audited Financial Statement.

7. Annual Budget.

Page 806 of 1215 ends

M-6
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total Annual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld.

8. Acceleration Upon Certain Events or Upon Default.

In the event of any Default under the terms of this Note, the Affordable Housing Agreement, the Regulatory Agreement, the Deed of Trust which is the security for this Note, or under any Senior loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with thirty (30) days in which to cure any Default, and such Default not having been cured within thirty (30) days (or if a greater amount of time is reasonably necessary to effect a cure, if actions to cure such Default are not undertaken within said thirty (30) day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note shall immediately become due and payable, upon thirty (30) day written notice from the Holder to the Maker. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent Default.

Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.

Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute a Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority.

9. Interest on Default.

10. Costs Paid by Maker.

Page 807 of 1215 ends

M-7
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument.

11. Waiver.

12. Indemnification.

Maker shall indemnify, defend, protect and hold the Authority harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys fees and expenses incurred by the Holder hereof, arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or related agreements; (ii) intentional bad faith waste of the real property encumbered by the Deed of Trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the Deed of Trust securing this Note and the Affordable Housing Agreement.

13. Nonrecourse.

This Note shall become a nonrecourse obligation of Maker on the date that Maker files a valid and timely Notice of Completion for the Project and the Holder must resort only to the Project or the Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. At such time as this Note becomes nonrecourse, neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the Fee Deferral Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, material misrepresentation, intentional bad faith waste of or on the Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents

Page 808 of 1215 ends

M-8
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
provided in connection therewith; (ii) intentional bad faith waste of the Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note.

14. Severability.

15. Non-Waiver.

Page 809 of 1215 ends

M-9
Exhibit “M”
Fee Deferral Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
MAKER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: ___________________________________
Todd R. Cottle, Trustee of the 2007 Todd R.

Cottle and Jennifer N. Cottle Revocable
Trust,
its member

Page 810 of 1215 ends

N1
Exhibit “N”
Schedule of Performance
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "N"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

SCHEDULE OF PERFORMANCE
[SEE ATTACHED ONE (1) PAGE]

Page 811 of 1215 ends

N-2
Exhibit “N"
Schedule of Performance
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Schedule of Performance for Corona Second Street Family Apartments Schedule for the financing application to TCAC and possibly CDLAC.

Date Task
Concurrently with the date of this
Agreement
Developer shall have applied for and received all entitlement Approvals for the Project.

One year after the date of this
Agreement
Developer shall have applied for and received Lot Line
Adjustment Approval for the Project.

Last Round of 2024 and All
Rounds for 2025
Submittal to TCAC for a reservation of Tax Credits and to CDLAC for an allocation of tax-exempt bonds if also applying for 4% federal Tax Credits.
*Note –CDLAC and TCAC schedules for 2025 are not currently available.

Schedule for the construction following the receipt of the Tax Credit reservation from TCAC.

Date Task
Day 1 Receipt of TCAC Tax Credit Reservation and if applicable CDLAC Tax-Exempt Bond Allocation
Day 60 100% Working Drawings Complete. Submit to City.

Day 90 Comments Received from City.

Day 105 Submit Revised Working Drawings to City.

Day 120 Comments on Revised Working Drawings Received from City.

Day 135 Submit Re-revised Working Drawings to City.

Day 150 Comments on Re-revised Working Drawings Received from City.

Day 165 Final Plans.

Day 170 Obtain Signatures.

Day 175 Obtain Ready to Issue Permit Letter Pending Payment of Permit Fees.

Day 180 or 194 TCAC Deadline to Commence Construction and, if applicable, CDLAC Deadline to Issue Tax-Exempt Bonds as set forth in CDLAC Resolution Allocating Tax-Exempt Bonds to Project, as may be revised from time to time
3036 months after
Commencement of
Construction
Completion of Construction.

Page 812 of 1215 ends

O-1
Exhibit “O”
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "O"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

FEDERAL REQUIREMENTS
Developer shall comply with all applicable laws and regulations governing the use of the HOME-ARP funds as set forth in Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program, and the use of the CDBG Funds as set forth in 24 C.F.R. Part 570, including, but not limited to, the requirements of the Regulatory Agreement for the period of time following the date of recordation of the Regulatory Agreement, and ending on the fifteenth (15th) anniversary of recordation of the Certificate of Completion, after which time the provisions set forth on this Exhibit "O" will not be applicable to the Project. In the event of any conflict between this Agreement and applicable laws and regulations governing the use of the HOME-ARP funds or CDBG Funds, the applicable laws and regulations shall govern.

The Federal Award Identification Number (FAIN) for HOME-ARP funds is M-21-MP-06-0559.

The Federal Award Identification Number (FAIN) for CDBG Funds is B-19-MC-06-0573.

The laws and regulations governing the use of the HOME-ARP, and CDBG funds include (but are not limited to) the following:
(1) Eligible Project Costs. Restrictions on funding only eligible project costs as defined under 24 C.F.R. 92.206, Section VI.B. of Notice CPD-21-10, and 24 C.F.R. 570.201.
(2) Affordability. The HOME-ARP Units shall meet the affordability requirements of Notice CPD-21-10. If the HOME-ARP Units do not meet the affordability requirements of the HOME-ARP program for the specified time period, Developer shall repay the HOME-ARP funds to City promptly upon demand by City. In such event, Developer shall not be released from the affordability and other covenants and restrictions set forth in this Agreement and the Regulatory Agreement, which shall continue to apply independent of the HOME-ARP Regulations.
(3) Environmental and Historic Preservation. 24 C.F.R. Part 58, which prescribes procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5. (4) Applicability of OMB Circulars. The policies, guidelines, and requirements of 2 C.F.R. Part 200 as applicable to Developer.

Page 813 of 1215 ends

O-2
Exhibit “O"
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
(5) Debarred, Suspended or Ineligible Contractors. As required in 24 C.F.R. § 92.357, the prohibition on the use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R. Part 24.
(6) Civil Rights, Housing and Community Development, and Age Discrimination Acts. The Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794, et seq.); the Age Discrimination Act of 1975 (42 USC 6101, et seq.); Executive Order 11063 as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by Executive Order 12608; Executive Order 13672 concerning gender identity.
(7) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R.

Part 35.
(8) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4601, et seq.) and implementing regulations at 49 C.F.R. Part 24; Section 104(d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. Part 42; and 24 C.F.R. 574.630; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq. (9) Discrimination against Persons with Disabilities. The requirements of Section 504 of the Construction Act of 1973 (29 U.S.C. 794), the Uniform Federal Accessibility Standards (24 C.F.R. 8.20 et seq.) and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), and federal regulations issued pursuant thereto. (10) Clean Air and Water Acts. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 C.F.R. Part 1500, as amended from time to time.
(11) Property Standards. The property standards set forth in 24 C.F.R.

92.251(a).

Page 814 of 1215 ends

O-3
Exhibit “O"
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
(12) Section 3. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u and implementing Regulations at 24 C.F.R. 75 ("Section 3");
(a) Pursuant to Section 3, to the greatest extent feasible, and consistent with existing Federal, state, and local laws and regulations, Developer shall ensure:
(i) that employment and training opportunities arising
in connection with the Project are provided to Section 3 workers within the metropolitan area (or nonmetropolitan county) in which the Project is located. Where feasible, priority for opportunities and training described above should be given to: (A) Section 3 workers residing within the service area or the neighborhood of the Project, and (B) participants in YouthBuild programs; and
(ii) that contracts for work awarded in connection with the Project are provided to business concerns that provide economic opportunities to Section 3 workers residing within the metropolitan area (or nonmetropolitan county) in which the Project is located. Where feasible, priority for opportunities and training described above should be given to: (A) Section 3 business concerns that provide economic opportunities to Section 3 workers residing within the service area or the neighborhood of the Project, and (B) participants in YouthBuild programs.
(b) Developer will be considered to have complied with the Section 3 requirements, in the absence of evidence to the contrary, if it certifies that it has followed the prioritization of effort set forth in subsection (A) above, and meets or exceeds the applicable Section 3 benchmark as described in 24 C.F.R. 75.23(b). (c) Developer shall maintain records of its Section 3 activities and cause such records to be accurate and current and in a form that allows the Authority and the City to comply with the reporting requirements of 24 C.F.R. 75.25. (d) Developer shall require all contractors and subcontractors performing work on the Project to comply with the Section 3 requirements. (13) Labor Standards. The applicable labor requirements set forth in 24 C.F.R. 92.354 and 24 C.F.R. 574.655 which require compliance with the prevailing wage requirements of the Davis-Bacon Act and implementing rules and regulations (40 U.S.C. 3141- 3148); the Copeland "Anti-Kickback" Act (40 U.S.C. 276(c)) which requires that workers be paid at least once a week without any deductions or rebates except permissible deductions; the Contract Work Hours and Safety Standards Act – CWHSSA (40 U.S.C. 3701-3708) which requires that workers receive "overtime" compensation at a rate of 1-1/2 times their regular hourly wage after they have worked forty (40) hours in one (1) week; and Title 29, Code of Federal Regulations, Subtitle A, Parts 1, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis-Bacon Act, as amended.

Page 815 of 1215 ends

O-4
Exhibit “O"
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
(14) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24. (15) Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 C.F.R.

Part 87.
(16) Historic Preservation. Developer shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. Section 470) and the procedures set forth in 36 C.F.R. Part 800. (17) Faith Based Activities. The requirements of 24 C.F.R. 92.257 regarding eligible use of funds by organizations that are religious or faith-based. (18) Uniform Administrative Requirements. The requirements of 24 C.F.R. 92.505 regarding cost and auditing requirements. (19) Conflict of Interest. The conflict of interest provisions set forth in 24 C.F.R. 570.611 and 24 C.F.R. 92.356.
(20) Violence Against Women. The Violence Against Women Act (VAWA) requirements set forth in 24 C.F.R. Part 5, Subpart L, apply to all HOME assisted rental housing. For the HOME-ARP program, the “covered housing provider,” as this term is used in HUD’s regulations in 24 CFR part 5, subpart L, refers to: (i) the Developer for the purposes of 24 CFR 5.2005(d)(1), (d)(3), and (d)(4) and § 5.2009(a); and (ii) the Authority and the Developer for purposes of 24 CFR 5.2005(d)(2), 5.2005(e), and 5.2007, except as otherwise provided in paragraph (g) of this section. Developer shall cause to include appropriate VAWA lease term/addendum in its leases with tenants of HOME-ARP units. For HOME-funded projects, the following requirement shall apply in place of the requirements at 24 CFR 5.2009(b):

If a family living in a HOME or HOME-ARP unit separates under 24 CFR 5.2009(a), the remaining tenant(s) may remain in the HOME or HOME-ARP unit. (21) Flood Disaster Protection. The requirements of the 24 C.F.R. Part

58. (22) Affirmative Marketing. Developer shall establish for City’s review and approval a plan and procedures to affirmatively market the Qualifying Units as defined in the Regulatory Agreement. The objective of the plan shall be to provide information and attract eligible persons from all racial, ethnic and general groups in the housing market area to the available housing. In connection therewith, Developer shall perform those affirmative marketing responsibilities set forth in 24 C.F.R. § 92.351(a) and the marketing plan shall include the following:

Page 816 of 1215 ends

O-5
Exhibit “O"
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
(a) methods for informing the public, owners, and potential tenants about federal fair housing loans and the City’s affirmative marketing policy; (b) requirements and practices Developer must adhere to in order to carry out the affirmative marketing procedures and requirements; (c) procedures to be used by Developer to inform and solicit applications from persons in the housing market area that are not likely to apply for the housing without special outreach;
(d) records that will be kept describing actions taken by Developer to affirmatively market units and records to assess the results of those actions; and (e) a description of how Developer will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met.
(23) Monitoring. From time to time, City shall review Developer’s activities and operations under the Agreement and Developer’s compliance with the HOMEARP Regulations. Such reviews may include an on-site inspection of the HOME-ARP Units (including unit interiors). If such an on-site inspection of the HOME-ARP units is to be undertaken, City shall coordinate such inspection with Developer. The monitoring required pursuant to this paragraph shall be in compliance with the requirements of 24 C.F.R. § 92.504. (24) Tenant Participation Plan. Developer shall provide to City for approval the form of the lease agreement to be used for the rental units within the Project, which lease must be fair and provide for a grievance procedure. In addition, Developer shall provide to City for approval a plan that provides for tenant participation in management decisions. (24 C.F.R § 92.303.)
(25) Broadband Infrastructure. The construction of the Qualifying Units, as defined in the Regulatory Agreement, shall include installation of broadband infrastructure, as this term is also defined in 24 C.F.R. 5.100, except where the City determines and, in accordance with § 92.508(a)(3)(iv), documents the determination that:
(a) The location of the new construction makes installation of broadband infrastructure infeasible; or
(b) The cost of installing the infrastructure would result in a fundamental alteration in the nature of its program or activity or in an undue financial burden. (26) HOME-ARP Records and Reports. Records and Reports.

Developer shall provide to City all records and reports relating to the use of HOME-ARP funds that may be reasonably requested by City in order to enable it to perform its recordkeeping and reporting obligations pursuant to the HOME-ARP Regulations, including 24 C.F.R. §§ 92.508 and 92.509.

Page 817 of 1215 ends

O-6
Exhibit “O"
Federal Requirements
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
(27) HOME-ARP Project Requirements. Developer shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program except for City’s responsibility for initiating the environmental review process under the provisions of 24 C.F.R. Part 58..
(28) HOME Project Completion Deadline. Pursuant to the HOME fouryear project completion deadline at 24 CFR 92.205(e)(2), the timeframe for Developer’s completion of construction of the Project may not be extended to a date that is more than four years following the Effective Date without first securing a one-year extension from HUD.

Notwithstanding anything to the contrary in this Agreement, if Developer fails to complete the Project within such four year period (or if such four year period is extended by HUD within such extended period) and such failure results in a requirement that all HOME funds must be repaid to HUD, Developer shall be solely responsible for such repayment with respect to all amounts of HOME funds that have been disbursed to Developer.
(29) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the HOME-ARP, and CDBG funds.

Page 818 of 1215 ends

P-1
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "P"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

PROJECT BUDGET
(ProForma and Uses & Schedule of UsesConstruction Uses by Funding Source) (ON FOLLOWING FOURPAGESTWO (2) PAGES)

Page 819 of 1215 ends

P
-2
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 820 of 1215 ends

P
-3
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 821 of 1215 ends

P
-2
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 822 of 1215 ends

P
-3
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 823 of 1215 ends

P
-4
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 824 of 1215 ends

P
-5
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 825 of 1215 ends

P
-6
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 826 of 1215 ends

P
-7
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 827 of 1215 ends

P
-8
Exhibit “P”
Project Budget
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

Page 828 of 1215 ends

Q-1
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
EXHIBIT "Q"
TO

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Corona Second Street Family Apartments)

HOME-ARP NOTE
[SEE ATTACHED SEVENEIGHT (78) PAGES]

Page 829 of 1215 ends

Q-2
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1

FIRST AMENDED AND RESTATED

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT

HOME-ARP PROMISSORY NOTE SECURED BY DEED OF TRUST
(Corona Second Street Family Apartments)
Principal Amount:
$529,875.00531,591.15
Date of Note: ,
202__2025
Maker: SECOND STREET FAMILY LP,
a California limited partnership
Lender: CITY OF CORONA, a municipal
corporation
Maturity Date: Interest Rate: One Percent (1.0%)

1. City HOME-ARP Loan.

FOR VALUE RECEIVED, the undersigned, SECOND STREET FAMILY LP, a California limited partnership ("Maker"), with its principal place of business located at 414 E.

Chapman Avenue, Orange, CA 92866, promises to pay to the CITY OF CORONA, a municipal corporation (the "City" or "Holder") at 400 S. Vicentia Avenue, Corona, California, 92882, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of Five Hundred Twenty-NineThirty One Thousand EightyFive Hundred Seventy-FiveNinety-One and Fifteen Hundredths Dollars ($529,875.00531,591.15), (the "HOME-ARP Loan"), together with any accrued interest, if applicable, as set forth in this Note. This Promissory Note (the "Note") is made and given pursuant to that certain First Amended and Restated Affordable Housing Disposition and Development Agreement among the City, the City of Corona Housing Authority, a public body, corporate and politic, organized under the laws of the State of California, and Maker, dated ___________, 20242025 (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. Funds for the HOME-ARP Loan consist of $529,875.00531,591.15 in HOME-ARP funds. The HOME-ARP Loan is made to finance the Project's predevelopment, development, and construction costs in accordance with the terms and conditions of the Affordable Housing Agreement.

Page 830 of 1215 ends

Q-3
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium.

3. Security for Note.

This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement.

4. Interest Calculation.

5. Annual Payment.

Following completion of the Project as evidenced by the issuance byof the City of a Certificate of Occupancy as defined in Section 111.2 of the California Building Code, 2013 Municipal CodeCompletion pursuant to the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than April 1 each year, with the first payment due on the April 1 following the issuance of a Certificate of OccupancyCompletion for the Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. After the Fee Deferral Note, has been paid in full, Maker shall make repayments of the outstanding principal and accrued interest of this Note, if any, equal to the Authority/City’s Share of Fifty Percent (50%) of the Residual Receipts from the Project as repayment of amounts due and owing under this Note. For the purposes of this Note, "Authority/City's Share" means seventy-nine and eighty-two hundredths percent (79.82%), which is the percentage calculated by dividing (1) the total sum of the original principal amounts of the Fee Deferral Loan, the HOME-ARP Loan, the Land Loan and the Project Loan by (2) the sum of the principal amounts of all loans from all government entities obtained by the Maker for the Project to the extent not requiring a mandatory debt service payment.

All payments made hereunder shall be credited first to any accrued but unpaid interest (if applicable), then to current interest due and owing and lastly to principal. Interest not

Page 831 of 1215 ends

Q-4
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
paid current each year shall be added to and thereafter be considered additional principal due hereunder.

Nothing herein shall be construed or interpreted to give the City Manager with the authority to review and approve (or disapprove) a Refinancing that includes in any manner the Resyndication of the Project.
b. Residual Receipts. For the purposes of this Note, "Residual Receipts" shall mean the sum of money computed as follows:
(i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the Project, including any Net Refinancing Proceeds and any revenue from contributions, loans or grants which is not required to meet future project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances) ("Gross Revenue") less all of the following: all customary and reasonable costs and expenses reasonably and actually incurred in connection with the operation and maintenance of the Project, including but not limited to premiums for Property Insurance and Liability Insurance; the normally amortized principal and interest payments due on mortgages that are Senior to this Note; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services in an amount approved as part of the Annual Budget; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the Project in an amount approved as part of the Annual Budget; asset management fee payable to the limited partner of Maker and partnership management fee payable to Maker, which fees together shall not exceed Thirty Thousand Dollars ($30,000) per year during the first year after issuance of the Certificate of

Page 832 of 1215 ends

Q-5
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
Completion with allowable annual escalations of up to two and one-half percent (2.5%) per year with any greater amount to be approved by the Authority in the Annual Budget; reasonable property management fees not to exceed Seventy Dollars ($70) per unit per month during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to three percent (3%) per year or greater amount as approved by the Authority in the Annual Budget; deferred Developer Fee in an amount approved as part of the Project Budget (as defined in the Affordable Housing Agreement); amounts (approved by Holder) expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; and any other reserves reasonably required by the investors or the lenders approved by the Authority for the Project (collectively "Operating Expenses").
(ii) Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Receipts:
(E)(A) Payment of any fees or expenses or of any portion of the Residual Receipts to Maker or any affiliate of Maker, except as specifically set forth herein; (F)(B) Income taxes imposed upon Maker's income;
(G)(C) Payment of principal or interest on any indebtedness of Maker to any Lender, including any affiliate of Maker (individual or entity) or partner of Maker, except as specifically approved by Holder in writing or otherwise set forth herein; and (H)(D) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.
c. Special Repayment for Unleased HOME-ARP Units . As required under 24 C.F.R. 92.252, if Maker fails to initially lease any one of the HOME-ARP Units (as defined in the Regulatory Agreement) within eighteen (18) months after the recordation of the Certificate of Completion, Maker shall pay to the Authority a proportionate share of the HOME-ARP funds loaned to Maker by the Authority under the Affordable Housing Agreement attributable to each of the HOME-ARP Units that remain unleased forhave never been leased during the entire eighteen (18) month period, together with any accrued interest thereon calculated pursuant to Section 4, which amount shall be immediately due and payable.

6. Audited Financial Statement.

Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder

Page 833 of 1215 ends

Q-6
Exhibit “Q”
HOME-ARP Note
1603\62\4017334.8 with 3812672.1
REDLINE 4041745.1
1603\62\4041746.1
cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. The cost of the auditor shall be shared equally by Maker and Holder.

7. Annual Budget.

Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld.

8. Acceleration Upon Certain Events or Upon Default.

Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute a Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness,

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Q-7
Exhibit “Q”
HOME-ARP Note
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and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority.

9. Interest on Default.

10. Costs Paid by Maker.

11. Waiver.

12. Indemnification.

13. Nonrecourse.

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Q-8
Exhibit “Q”
HOME-ARP Note
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and limited partner shall have any personal liability for repayment of the HOME-ARP Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, material misrepresentation, intentional bad faith waste of or on the Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note.

14. Severability.

15. Non-Waiver.

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Q-9
Exhibit “Q”
HOME-ARP Note
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MAKER:

SECOND STREET FAMILY LP, a California limited partnership By: OHDC Second Street Family LLC,
a California limited liability company,
its managing general partner
By: Orange Housing Development Corporation,
a California nonprofit corporation,
its sole member and manager
By: ____________________________________
Eunice Bobert, Chief Executive Officer
By: C&C Second Street Family LLC,
a California limited liability company,
its developer general partner
By: C & C Development Co., LLC,
a California limited liability company,
its sole member and manager
By: _________________________________________
Todd R. Cottle, Trustee of the 2007 Todd
R. Cottle and Jennifer N. Cottle Revocable
Trust,
its member

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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (CORONA 2

ND STREET FAMILY APARTMENTS)
by and among

CITY OF CORONA HOUSING AUTHORITY,
a public body, corporate and politic, organized under the laws of the State of California,

CITY OF CORONA,
a California municipal corporation,
and

SECOND STREET FAMILY LP
a California limited partnership
Dated as of August 21, 2024, for reference purposes only Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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TABLE OF CONTENTS
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1. DEFINITIONS.................................................................................................................... 3

1.1 Defined Terms. ....................................................................................................... 3

2. CONVEYANCE OF PROPERTY ................................................................................... 23

2.1 Lot Line Adjustment............................................................................................. 23

2.2 Escrow................................................................................................................... 23

2.3 Determination of and Payment of Purchase Price. ............................................... 24

2.4 Eminent Domain. .................................................................................................. 25

2.5 Developer's Approval of Title to Property............................................................ 25

2.6 Delivery of Property Free of Occupants. .............................................................. 26

2.7 Acceptance of Property "AS-IS". ......................................................................... 26

2.8 Assignment of Property Information and Approvals............................................ 27

2.9 Developer to Obtain all Approvals for the Project. .............................................. 27

2.10 Environmental Review.......................................................................................... 28

2.11 Project Marketing Plan. ........................................................................................ 28

2.12 Authority Not to Encumber. ................................................................................. 29

2.13 Preliminary Report Supplements. ......................................................................... 29

2.14 Right of Entry. ...................................................................................................... 29

3. JOINT ESCROW INSTRUCTIONS................................................................................ 30

3.1. Opening of Escrow. .............................................................................................. 30

3.2. Escrow Agent Authority. ...................................................................................... 30

3.3. Developer's Conditions to Close of Escrow. ........................................................ 31

3.4. Authority's Conditions to Close of Escrow........................................................... 32

3.5. Developer's Escrow Deposits................................................................................ 34

3.6. Authority's and City's Escrow Deposits................................................................ 35

3.7. Closing Procedure................................................................................................. 36

3.8. Close of Escrow. ................................................................................................... 37

3.9. Escrow Closing Costs, Taxes and Title Policy Premium. .................................... 38

3.10. Escrow Cancellation Charges. .............................................................................. 38

3.11. Escrow Cancellation. ............................................................................................ 38

3.12. Escrow Notices. .................................................................................................... 39

4. PROJECT DEVELOPMENT........................................................................................... 39

4.1. Developer's Covenant to Develop the Project. ..................................................... 39

4.2. Changes to Project Plans and Specifications During Course of Construction.......................................................................................................... 39

4.3. Construction Start and Completion of Project...................................................... 39

4.4. Compliance with Laws. ........................................................................................ 40

4.5. Regular Progress Reports...................................................................................... 40

4.6. Progress Meetings................................................................................................. 40 Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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4.7. Project Schedule.................................................................................................... 40

4.8. Developer Attendance at Authority Meetings. ..................................................... 41

4.9. Authority Right to Inspect Project and Property................................................... 41

4.10. Prevailing Wages. ................................................................................................. 42

4.11. Project Certificate of Completion. ........................................................................ 43

5. INSURANCE.................................................................................................................... 44

5.1. Developer.............................................................................................................. 44

5.2. Nature of Insurance............................................................................................... 44

5.3. Policy Requirements and Endorsements............................................................... 44

6. FINANCING..................................................................................................................... 47

6.1. Project Financing. ................................................................................................. 47

6.2. Project Budget....................................................................................................... 48

6.3. Only Permitted Encumbrances. ............................................................................ 48

6.4. Authority Right to Discharge Prohibited Encumbrances...................................... 48

6.5. Rights of Lender, Authority and City Regarding Permitted Security Instruments............................................................................................................ 49

7. REMEDIES AND INDEMNITY ..................................................................................... 52

7.1. Developer's Right to Specific Performance and Limitation on Recovery of Damages................................................................................................................ 52

7.2. Legal Actions. ....................................................................................................... 54

7.3. Rights and Remedies are Cumulative................................................................... 54

7.4. Indemnification. .................................................................................................... 54

7.5. Indemnification Procedures. ................................................................................. 55

8. GENERAL PROVISIONS ............................................................................................... 56

8.1. Notices, Demands and Communications Between the Parties. ............................ 56

8.2. Conflict of Interest. ............................................................................................... 57

8.3. No Third-Party Beneficiaries................................................................................ 57

8.4. Warranty Against Payment of Consideration for Agreement............................... 57

8.5. Enforced Delay: Extension of Time of Performance............................................ 57

8.6. Inspection of Books and Records. ........................................................................ 58

8.7. Approvals.............................................................................................................. 58

8.8. Effect..................................................................................................................... 58

8.9. Further Assurances................................................................................................ 58

8.10. City Delegation to Authority. ............................................................................... 59

8.11. Authority Approvals and Actions. ........................................................................ 59

8.12. Investor Limited Partner Provisions. .................................................................... 59

9. ENTIRE AGREEMENT, EXHIBITS, WAIVERS AND AMENDMENT...................... 61 Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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9.1. Entire Agreement.................................................................................................. 61

9.2. Exhibit List............................................................................................................ 61

9.3. Waivers and Amendments. ................................................................................... 61

9.4. Execution of Agreement. ...................................................................................... 61 Exhibits:

Exhibit A Authority Property Legal Description
Exhibit B Site Plan
Exhibit C Escrow Agent Consent
Exhibit D Form of Deed
Exhibit E Regulatory Agreement
Exhibit F Land Note
Exhibit G Deed of Trust
Exhibit H Project Scope of Development
Exhibit I Notice of Agreement
Exhibit J Certificate of Completion
Exhibit K Developer Official Action
Exhibit L Project Note
Exhibit M Fee Deferral Note
Exhibit N Schedule of Performance
Exhibit O Federal Requirements
Exhibit P Project Budget
Exhibit Q HOME-ARP Note
Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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CITY OF CORONA

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (CORONA 2ND STREET FAMILY APARTMENTS)

THIS AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT
AGREEMENT (Corona Second Street Family Apartments) (this "Agreement") is dated as of August 21, 2024, for reference purposes only, and is entered into by and among the CITY OF CORONA HOUSING AUTHORITY, a public body, corporate and politic, organized under the laws of the State of California (the "Authority"), the CITY OF CORONA, a California municipal corporation (the "City"), and SECOND STREET FAMILY LP, a California limited partnership (the "Developer"). Authority, City and Developer enter into this Agreement with reference to the following recited facts (each, a "Recital"):

RECITALS
A. The Authority is the owner of that certain real property of approximately 5.00 acres located in the City of Corona, California, located at the southwest and southeast corners of 2nd Street and Buena Vista Avenue, which is the real property specifically described in Exhibit "A" attached to this Agreement and shown on the Site Plan attached as Exhibit "B", attached to this Agreement ("Authority Property").

B. The Developer desires to newly construct an approximately one hundred fifteen (115) unit (including one manager's unit) multifamily residential development on a portion of the Authority Property, which is more particularly described in the Project Scope of Development, attached as Exhibit "H" to this Agreement (the "Project").

C. Pursuant to this Agreement, the Developer, with the Authority's cooperation, will process a lot line adjustment for the Authority Property to adjust the sizes and configurations of the two parcels comprising the Authority Property as generally depicted on the Site Plan attached as Exhibit "B" (the "Lot Line Adjustment"), such that the parcel on which the Project will be constructed will be about four (4) acres in size (the "Property") and the other parcel will be about one (1) acre in size (the “Remainder Property”).

D. The Authority has received from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Program funds, Catalog of Federal Domestic Assistance Number 14.218 pursuant to Title I of the Housing and Community Development Act of 1974, as amended, to be used in accordance with 24 C.F.R. Part 570, which the Authority has used, along with other funds, to purchase the Property. The City also intends to use other HUD funds for the Project, including HOME Investment Partnerships Program funds, Catalog of Federal Domestic Assistance Number 14.239, appropriated pursuant to section 3205 of the American Rescue Plan Act of 2021 (P.L. 117-2) (“HOME-ARP”), to be used in accordance with 24 C.F.R. Part 92 as modified by Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program.

E. To facilitate the development of the Project, the Authority desires to convey the Property to Developer and provide a loan to the Developer to pay certain development and Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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construction costs, subject to Developer securing the remaining financing necessary for the development of the Project and Developer's commitment to maintain one hundred fifteen (115) multifamily units (including one manager's unit) in the Project as affordable housing units that will be rented in accordance with the terms of the Regulatory Agreement as defined in this Agreement.

F. To facilitate development of the Project, the City desires to provide a loan to the Developer with HOME-ARP funds to pay certain development and constructions costs of the Project. The disbursement and use of HOME-ARP funds are subject to the HOME-ARP Regulations and the HOME-ARP Notice, as defined in Section 1, which, among other things, requires that the following conditions for commitment to the Project, as defined at 24 CFR 92.2, be satisfied: (i) all necessary financing for the Project must be secured; (ii) a budget and schedule must have been established for the Project; (iii) underwriting must have been completed; and (iv) construction on the Project must be scheduled to start within twelve months of the date of the agreement between the City and Developer where the HOME-ARP funds are committed. The Parties expressly acknowledge that this Agreement shall not be construed as a “commitment” of funds pursuant to 24 CFR 92.2. Rather, the City intends the HOME-ARP Note, the Deed of Trust and the Regulatory Agreement, which are attached to this Agreement and which will be executed by the Parties pursuant to the terms of this Agreement only after the conditions for commitment to the Project, as defined at 24 CFR 92.2, have been satisfied, will qualify as a “commitment” of funds pursuant to 24 CFR 92.2, as legally binding written agreements reserving a specific amount of HOME-ARP funds to the Project. To facilitate development of the Project, the City desires to provide a loan to the Developer in the form of a deferral of certain development impact fees levied against the Project. The City is a party to this Agreement solely for the purpose of providing for the deferral of such development impact fees and any action or obligations of City hereunder shall be taken in the City's proprietary, as opposed to regulatory, capacity. The City reserves all rights and authority to review the Project and determine whether, in its sole and absolute discretion, any necessary entitlements for development of the Project on the Property should be issued or approved pursuant to any and all applicable federal, state and local laws, ordinances, regulations, codes, standards and other requirements.

G. The terms and conditions of this Agreement and the exhibits attached to this Agreement implement the goals and objectives of the Authority by providing affordable housing units on the Property, which will increase the stock of affordable housing within the Authority's jurisdiction. The disposition of the Property pursuant to this Agreement is in the best interests of the Authority. The terms and conditions of this Agreement and the exhibits attached to this Agreement also implement the goals and objectives of the City by providing affordable housing units on the Property, which will increase the stock of affordable housing within the City. The financing to be provided by the City pursuant to this Agreement is in the best interests of the City and the health, safety and welfare of the City's taxpayers and residents. Implementation of this Agreement will further the goals and objectives of the City's General Plan, including but not limited to the General Plan's Housing Element, by: (i) providing needed affordable housing within the City, and (ii) strengthening the City's land use and social structure.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE

PROMISES AND COVENANTS OF AUTHORITY, CITY AND DEVELOPER SET FORTH IN THIS AGREEMENT, AUTHORITY, CITY AND DEVELOPER AGREE, AS FOLLOWS:

1. DEFINITIONS

1.1 Defined Terms. The following words, terms and phrases are used in this Agreement with the following meanings, unless the particular context of usage of a word, term or phrase requires another interpretation:

1.1.1. Affiliate. Any other Person, directly or indirectly, Controlling or Controlled by or under common Control with the specified Person.

1.1.2. Agreement. This Affordable Housing Disposition and Development Agreement (Corona Second Street Family Apartments).

1.1.3. Annual Budget. The proposed annual operating budget for the management and operation of the Project required pursuant to Section 6.6.1 of this Agreement.

1.1.4. Application. Any agreement, application, certificate, document, or submission (or amendment of any of the foregoing): (a) necessary or appropriate for the Project, including any application for any building permit, Certificate of Occupancy, utility service or hookup, easement, covenant, condition, restriction, subdivision, or such other instrument as Developer may reasonably request for the Project; or (b) to enable Developer to seek any Approval or to use and operate the Project in accordance with this Agreement and the Regulatory Agreement.

1.1.5. Appraisal. The appraisal as defined in Section 2.3.1.

1.1.6. Approval. Any license, permit, approval, consent, certificate, ruling, variance, authorization, conditional use permit, or amendment to any of the foregoing, as shall be necessary or appropriate under any Law to commence, perform, or complete the Construction of the Project.

1.1.7. Authority. The City of Corona Housing Authority, a public body, corporate and politic, organized under the laws of the State of California.

1.1.8. Authority Board. The Board of Commissioners of the Authority.

1.1.9. Authority Executive Director. The Executive Director for Authority or his or her designee or successor in function.

1.1.10. Authority Parties. Collectively, the Authority, its governing body, elected officials, commissioners, employees, agents and attorneys.

1.1.11. Authority Party. Individually, Authority, its governing body, elected officials, commissioners, employees, agents or attorneys.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.12. Authority Property. That certain real property located within the City of Corona, County of Riverside, State of California, specifically described in the legal description in Exhibit "A" and shown on the Site Plan in Exhibit "B", all attached to this Agreement, which are incorporated into this Agreement by this reference.

1.1.13. Automobile Liability Insurance. Insurance coverage against claims of personal injury (including bodily injury and death) and property damage covering all Developerowned, leased, hired and non-owned vehicles, with minimum limits for bodily injury and property damage of One Million Dollars ($1,000,000). Such insurance shall be provided by a business or commercial vehicle policy and may be provided through a combination of primary and excess or umbrella policies, all of which shall be subject to pre-approval by the Authority, which approval shall not be unreasonably withheld, conditioned or delayed.

1.1.14. Bankruptcy Law. Title 11, United States Code, and any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters.

1.1.15. Bankruptcy Proceeding. Any proceeding, whether voluntary or involuntary, under any Bankruptcy Law.

1.1.16. Builder's Risk Insurance. Builder's risk or course of construction insurance covering all risks of loss, less policy exclusions, on a completed value (non-reporting) basis, in an amount sufficient to prevent coinsurance, but in any event not less than one hundred percent (100%) of the completed value of the subject Construction, including cost of debris removal (subject to a policy sublimit), but excluding foundation and excavations. Such insurance shall also: (a) grant permission to occupy; and (b) cover, for replacement cost, all materials on or about any offsite storage location intended for use in, or in connection with, the Property (subject to a policy sublimit).

1.1.17. C&C. C & C Development Co., LLC, a California limited liability company.

1.1.18. CDBG. The Community Development Block Grant Program under Title I of the Housing and Community Development Act of 1974, as amended, and 24 C.F.R.

Part 570.

1.1.19. CDLAC. The California Debt Limitation Allocation Committee or successor in function.

1.1.20. CEQA. The California Environmental Quality Act (Public Resource Code 21000 et seq.), and its implementing regulations

1.1.21. Certificate of Completion. The written certification of Authority in substantially the form of "Exhibit J" attached to this Agreement that the Construction of the Project has been completed in compliance with the terms and conditions of this Agreement.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.22. Certificate of Occupancy. A Certificate of Occupancy as defined in Section 111.2 of the California Building Code, 2013 Edition as adopted by the City and modified pursuant to Section 15.02.190 of the Corona Municipal Code.

1.1.23. City. The City of Corona, a California municipal corporation.

1.1.24. City Manager. The City Manager for the City or his or her designee or successor in function.

1.1.25. City Parties. Collectively, City, its governing body, elected officials, employees, agents and attorneys.

1.1.26. City Party. Individually, City, its governing body, elected officials, employees, agents or attorneys.

1.1.27. Claim. Any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind (including consultant and expert fees and expenses and investigation costs of whatever kind or nature, and if an Indemnitor improperly fails to provide a defense for an Indemnitee, then Legal Costs of counsel retained by the Indemnitee) and any judgment.

1.1.28. Close of Escrow. Completion of each of the actions set forth in Section 3 by the Escrow Agent for the sale of the Property from Authority to Developer.

1.1.29. Construction. Any alteration, construction, excavation, demolition, grading, development, expansion, reconstruction, redevelopment, repair, restoration, or other work affecting the Property, including new construction.

1.1.30. Construction Financing. One or more loans that Developer shall obtain from one or more Institutional Lenders, the proceeds of which are to be used and applied to pay the reasonable costs of obtaining such loan(s) and either: (a) the Total Project Costs; or (b) to refinance only the outstanding amount owed under a prior loan obtained by Developer to finance the amount described in "(a)" of this Section 1.1.30 (without any other amounts). Such loan(s) shall provide for normal and customary disbursement controls for the payment of Total Project Costs and normal and customary fees and expenses for loan(s) of similar size and purpose. The Construction Financing is set forth in the Project Budget.

1.1.31. Construction Financing Documents. The various documents and instruments made by and between Developer and one or more Institutional Lenders that evidence or perfect the Construction Financing or the security for repayment of the Construction Financing, including any associated Security Instrument.

1.1.32. Control. Possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.33. County. The County of Riverside, California.

1.1.34. Deed. A deed transferring title to the Property from Authority to Developer in substantially the form of Exhibit "D" attached to this Agreement.

1.1.35. Deed of Trust. A Deed of Trust made by Developer for the benefit of Authority and the City in substantially the form of Exhibit "G" attached to this Agreement, which pledges the Property as collateral to secure repayment of the Project Note, the Fee Deferral Note, the HOME-ARP Note, and the Land Note.

1.1.36. Default. Any Monetary Default, any Non-Monetary Default, any Insurance Maintenance Default or any Escrow Default.

1.1.37. Default Interest. Interest at an annual rate equal to the lesser of: (a) eight percent (8%) per annum; or (b) the Usury Limit.

1.1.38. Developer. Second Street Family LP, a California limited partnership, and its successors and assigns that are permitted by this Agreement.

1.1.39. Developer Entity Documents. The organizational documents of the entity that is Developer, including all amendments, all of which Developer shall certify as accurate and updated on the date of the Close of Escrow, and Certificate(s) of Good Standing from the Secretary of State of the State certifying that Developer is authorized to conduct business in the State.

1.1.40. Developer Fee. A fee to be paid by Developer to C&C and OHDC or their Affiliates that will serve as the general partners of the limited partnership that will develop the Project pursuant to this Agreement, which fee is compensation to perform, or to engage and supervise others to perform, services in connection with the negotiating, coordinating, and supervising the planning, architectural, engineering and construction activities necessary to cause completion and complete the Project, including all on-site and off-site improvements required to be constructed in connection therewith, in accordance with the this Agreement, as set forth in the Project Budget.

1.1.41. Developer Official Action. The official action of the directors, managers, partners or other Persons in Control of Developer in substantially the form attached to this Agreement as Exhibit "K" authorizing Developer to enter into and perform this Agreement.

1.1.42. Developer Parties. Collectively, Developer and the directors, officers, employees, agents, shareholders, members, managers and partners of Developer.

1.1.43. Developer Party. Individually, Developer or the directors, officers, employees, agents, shareholders, members, managers or partners of Developer.

1.1.44. Developer Specific Default. Any Default that: (a) is not reasonably susceptible of cure by the holder of a Permitted Security Instrument, such as (to the extent, if any, that it actually constitutes a Default under this Agreement) any Default resulting from a Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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Bankruptcy Proceeding affecting Developer; any prohibited change of management of Developer; or failure to deliver required financial information within Developer's control; (b) by its nature relates only to an action that can reasonably be performed only by Developer or its Affiliates; or (c) consists of Developer's failure to satisfy or discharge any lien, charge, or encumbrance that satisfies all of the following: (i) attaches to the Property; (ii) is junior to the specific Permitted Security Instrument; and (iii) this Agreement prohibits.

1.1.45. Effective Date. The date set forth in the first paragraph of this Agreement.

1.1.46. Environmental Claim. Any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including Legal Costs and fees and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from any actual or alleged violation of any Environmental Law or Hazardous Substance Discharge.

1.1.47. Environmental Document. Any exemption determination, any negative declaration (mitigated or otherwise) or finding of no significant impact, or any environmental impact report or statement (including any addendum or amendment to, or subsequent or supplemental environmental impact report or statement) required or permitted by any Government, pursuant to CEQA or NEPA to issue any discretionary Approval required to approve this Agreement.

1.1.48. Environmental Law. Any Law regarding any of the following at, in, under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; or (b) clean-up, remediation, control, disposal, generation, storage, release, discharge, transportation, use of, or liability or standards of conduct concerning, Hazardous Substances.

1.1.49. Equity Interest. All or any part of any direct or indirect equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, membership interest in a limited liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership, that directly or indirectly owns or holds any ownership or equity interest in a Person.

1.1.50. Escrow. An escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the sale of the Property from Authority to Developer, pursuant to this Agreement.

1.1.51. Escrow Agent. Ticor Title Company of California, through its office located at 4400 MacArthur Blvd., Suite 800, Newport Beach, CA 92660, or such other Person mutually agreed upon in writing by both Authority and Developer.

1.1.52. Escrow Agent Consent. The Escrow Agent's consent to acting as Escrow Agent under this Agreement, in substantially the form of Exhibit "C" attached to this Agreement.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.53. Escrow Closing Date. Subject to extension due to Enforced Delay pursuant to Section 8.5, the earlier of: (a) on or before the fifth (5th) Business Day following the Escrow Agent's receipt of written confirmation from both Authority and Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow; or (b) the date by which Construction Financing for the Project must close as set forth in Developer's receipt of written confirmation from TCAC of the reservation of the Tax Credits for the Project

1.1.54. Escrow Default. The unexcused failure to submit any document or funds to the Escrow Agent as reasonably necessary to close the Escrow, after all other conditions precedent to the Close of Escrow for the benefit of such Party are satisfied or waived by such Party.

1.1.55. Escrow Opening Date. The first date on which a fully executed copy of this Agreement is deposited with the Escrow Agent pursuant to Section 3.1.

1.1.56. Event of Default. The occurrence of any one or more of the following:
(a) Monetary Default. A Monetary Default that continues for fifteen (15) calendar days after Notice from a non-defaulting Party, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment; (b) Escrow Closing Default. An Escrow Default that continues for seven (7) calendar days after Notice from a non-defaulting Party, specifying in reasonable detail the document or funds not submitted;
(c) Bankruptcy or Insolvency. Developer admits in writing that it is unable to pay its debts as they become due or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within one hundred twenty (120) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Developer's assets or Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary, and is contested with diligence and continuity and vacated and discharged within one hundred twenty (120) days); (d) Transfer. The occurrence of a Transfer other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement; or
(e) Non-Monetary Default. Any Non-Monetary Default, other than those specifically addressed in Section 1.1.56(c) or Section 1.1.56(d) that is not cured within thirty (30) days after Notice to the Party alleged to be in Default describing the Non-Monetary Default in reasonable detail, or, in the case of a Non-Monetary Default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, if the Party alleged to be in Default does not do all of the following: (a) within thirty (30) days after Notice of such Non-Monetary Default, advise the other Parties of the intention of the Party alleged to be in Default to take all reasonable steps to cure such Non-Monetary Default; (b) duly Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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commence such cure within such period, and then diligently prosecute such cure to completion; and (c) complete such cure within a reasonable time under the circumstances.

1.1.57. Fee Deferral Loan. A Residual Receipts loan from the City to the Developer to pay the cost of certain development impact fees levied against the Project, which development impact fees have been deferred by the City pursuant to City Council Resolution No. 2024-087, in an amount that covers the following impact fees in the actual amount of such fees as the time they are due for the Project, which amount shall not exceed Two Million Dollars ($2,000,000) as of the date of this Agreement:

Street and Signal
Drainage
Law Enforcement
Fire Protection Facilities
Library Facilities
Public Meeting Facilities
Aquatic Center Facilities
Parkland and Open Space

1.1.58. Fee Deferral Note. A Residual Receipts promissory note made by Developer in favor of City in substantially the form of Exhibit "M" attached to this Agreement evidencing the Fee Deferral Loan.

1.1.59. Final. Relative to any Approval, when all administrative appeal periods regarding such matter have expired, all administrative appeals or challenges regarding such matter (if any) have been resolved to each of Authority's, City's and Developer's reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation or other proceedings (if any) challenging any such matter have been resolved to the reasonable satisfaction of each of Authority, City and Developer, all appeal periods relating to any such litigation or other proceedings have expired, all referendum periods regarding such matter have expired and all referenda regarding such matter (if any) have been resolved to each of Authority's, City's and Developer's reasonable satisfaction.

1.1.60. Final Construction Drawings. The final Construction drawings and specifications and finish grading and landscape plans for the Project prepared by Developer.

1.1.61. FIRPTA Certificate. A certification that Authority is not a "foreign person" within the meaning of such term under Section 1445 of the United States Internal Revenue Code and sufficient to exempt Developer from the obligation to withhold any funds from Authority pursuant to Section 1445 of the United States Internal Revenue Code.

1.1.62. Foreclosure Event. Any transfer of title to the Property through any:
(a) judicial or non-judicial foreclosure; (b) trustee's sale; (c) deed, transfer, assignment, or other conveyance in lieu of foreclosure; (d) other similar exercise of rights or remedies under any Security Instrument; or (e) transfer by operation of or through any Bankruptcy Proceeding (including an auction or plan of reorganization in any Bankruptcy Proceeding and any Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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Bankruptcy Sale), in each case ("(a)" through "(e)") whether the transferee is a Lender, a Person claiming through a Lender, or a Third Person.

1.1.63. Form 593. A California Franchise Tax Board Form 593-C.

1.1.64. General Escrow Instructions. The Escrow Agent's general escrow instructions.

1.1.65. Government. Each and every governmental agency, authority, bureau, department, quasi-governmental body, or other entity or instrumentality having or claiming jurisdiction over the Property (or any activity this Agreement allows), including the government of the United States of America, the State and County governments and their subdivisions and municipalities, including the Authority, the City and all other applicable governmental agencies, authorities, and subdivisions thereof. "Government" shall also include any planning commission, board of standards and appeals, department of buildings, city council, zoning board of appeals, design review board or committee or similar body having or claiming jurisdiction over the Property or any activities on or at the Property.

1.1.66. Gross Revenue. All rents, revenues, consideration or income (of any form) received by Developer in connection with or relating to the ownership or operation of the Project, including any Net Refinancing Proceeds and any revenue from contributions, loans or grants which is not required to meet future project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances).

1.1.67. Hazardous Substance. Any flammable substances, explosives, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum products and any "hazardous" or "toxic" material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (a) defined as a "hazardous substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (b) substances designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (c) defined as a "hazardous waste" under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq., or any so-called "superfund" or "superlien" law; (e) defined as a "pollutant" or "contaminant" under 42 U.S.C. § 9601(33); (f) defined as "hazardous waste" under 40 C.F.R. Part 260; (g) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; (h) any matter within the definition of "hazardous substance" set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; (j) any matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; (k) those substances listed in the United States Department of Transportation (DOT)Table [49 C.F.R. 172.101]; (l) any matter, waste or substances designated by the EPA, or any successor agency, as a hazardous substance [40 C.F.R. Part 302]; (m) any matter, waste or substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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Code; (n) any substance defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (o) any matter, waste, or substance that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (p) other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to said Law, including manure, asbestos, polychlorinated biphenyl, flammable explosives and radioactive material. Notwithstanding the foregoing, "Hazardous Substances" shall not include such products in quantities as are customarily used in the construction, maintenance, development or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine.

1.1.68. Hazardous Substance Discharge. Any deposit, discharge, generation, release, or spill of a Hazardous Substance that occurs at on, under, into or from the Property, or during transportation of any Hazardous Substance to or from the Property, or that arises at any time from the Construction, installation, use or operation of the Project or any activities conducted at on, under or from the Property, whether or not caused by a Party.

1.1.69. HCD. The State of California Department of Housing and Urban Development.

1.1.70. HOME. The HOME Investment Partnerships Program under the Cranston-Gonzalez National Housing Act of 1990 and 24 C.F.R. Part 92.

1.1.71. HOME-ARP. Section 3205 of the American Rescue Plan Act of 2021 (P.L. 117-2) for the HOME program.

1.1.72. HOME-ARP Notice. Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program published on HUD’s website.

1.1.73. HOME-ARP Regulations. The regulations set forth in 24 C.F.R. Part 92, as modified by the HOME-ARP Notice.

1.1.74. HOME-ARP Loan. A Residual Receipts loan of Five Hundred Twenty-Nine Thousand Eight Hundred Seventy-Five Dollars ($529,875.00) made by the City to Developer, which loan is made by the City to finance the Project's predevelopment, development and construction costs. Funds for the HOME-ARP Loan consist of HOME-ARP funds.

1.1.75. HOME-ARP Note. A Residual Receipts promissory note made by Developer in favor of the City in substantially the form of Exhibit "Q" attached to this Agreement evidencing the HOME-ARP Loan.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.76. HUD. The United States Department of Housing and Urban Development.

1.1.77. Indemnify. Where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against, or for a particular Claim, that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim (alleged or otherwise). "Indemnified" shall have the correlative meaning.

1.1.78. Indemnitee. Any Person entitled to be Indemnified under the terms of this Agreement.

1.1.79. Indemnitor. A Party that agrees to Indemnify any other Person under the terms of this Agreement.

1.1.80. Institutional Lender. Any of the following: (a) a bank (State, Federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (State or Federal), pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal, State or local agency regularly making or guaranteeing mortgage loans, investment bank or a subsidiary of a Fortune 500 company; or (b) any Person that is an Affiliate of or is a combination of any one or more of the Persons described in “(a)” of this Section.

1.1.81. Insurance Documents. Copies of insurance policies and endorsements evidencing all insurance coverage required to be obtained by Developer pursuant to Section 5.

1.1.82. Land Loan. A Residual Receipts loan from the Authority and the City to the Developer in an amount equal to the Purchase Price for the Property. The Land Loan is made by Authority and City to finance Developer's acquisition of the Property.

1.1.83. Land Note. A Residual Receipts promissory note made by Developer in favor of the Authority and the City in substantially the form of Exhibit "F" attached to this Agreement evidencing the Land Loan.

1.1.84. Law. Every law, ordinance, requirement, order, proclamation, directive, rule, and regulation of any Government applicable to the Property or the Project, in any way, including any development, use, maintenance, taxation, operation, or occupancy of, or environmental conditions affecting the Property or the Project, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights, obligations or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, modified, amended or imposed at some later time, subject in all cases, however, to any applicable waiver, variance, or exemption, including, without limitation, HUD’s Community Development Block Grant Regulations the HOME-ARP Notice and the HOMEARP Regulations.

1.1.85. Legal Costs. In reference to any Person, all reasonable costs and expenses such Person incurs in any legal proceeding (or other matter for which such Person is Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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entitled to be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees and expenses.

1.1.86. Lender. The holder of any Security Instrument and its successors and assigns.

1.1.87. Liability Insurance. Commercial general liability insurance against claims for bodily injury, personal injury, death, or property damage occurring upon, in, or about the Property, the Project or adjoining streets or passageways, at least as broad as Insurance Services Office Occurrence Form CG0001, with a minimum liability limit of Two Million Dollars ($2,000,000) for any one occurrence and which may be provided through a combination of primary and excess or umbrella insurance policies. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Property or the general aggregate limit shall be twice the required minimum liability limit for any one occurrence.

1.1.88. Lot Line Adjustment. The lot line adjustment as described in Recital D.

1.1.89. Monetary Default. Any failure by any Party to pay or deposit, when and as this Agreement requires, any amount of money, any bond or surety or evidence of any insurance coverage required to be provided under this Agreement, whether to or with a Party or a Third Person.

1.1.90. NEPA. The National Environmental Policy Act of 1969, as amended (42 U.S.C. 4321-4347), and its implementing regulations.

1.1.91. Net Refinancing Proceeds. The proceeds of any Refinancing net of the following:
(a) The amount of financing required to pay off all or a portion of an existing loan secured by a Permitted Security Instrument where the Lender providing the new loan will disburse loan proceeds to or on behalf of Developer exceeding the amount of principal and interest under the existing loan being paid; and
(b) The amount of any reasonable and customary fees and costs associated with obtaining such new loan that are actually paid by Developer and not rebated or refunded to Developer as documented to City's reasonable satisfaction.

1.1.92. Non-Monetary Default. The occurrence of any of the following, except to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to perform any of its obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither, would constitute a breach of this Agreement by a Party.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.93. Notice. Any consent, demand, designation, election, notice, or request relating to this Agreement, including any Notice of Default. All Notices must be in writing.

1.1.94. Notify. To give a Notice.

1.1.95. Notice of Agreement. A notice of the applicability of this Agreement to the Property in substantially the form of Exhibit “I” attached to this Agreement to be recorded against the Property at the Close of Escrow.

1.1.96. Notice of Completion. The Notice described in and ascribed the same name in California Civil Code Section 8182.

1.1.97. Notice of Default. Any Notice claiming or giving Notice of a Default or alleged Default.

1.1.98. OHDC. Orange Housing Development Corporation, a California nonprofit public benefit corporation.

1.1.99. Operating Expenses.
(a) All customary and reasonable costs and expenses reasonably and actually incurred in connection with the operation and maintenance of the Project, including but not limited to premiums for Property Insurance and Liability Insurance; the normally amortized principal and interest payments due on mortgages that are Senior to Fee Deferral Note; the Land Note, and/or the Project Note, as applicable, utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services in an amount approved as part of the Annual Budget; payment of principal or interest on any indebtedness of Developer to any affiliate of Developer (individual or entity) or partner of Developer to repay completion and operating deficit loans relating to the Project in an amount approved as part of the Annual Budget; asset management fee payable to the limited partner of Developer and partnership management fee payable to Developer, which fees together shall not exceed Thirty Thousand Dollars ($30,000) per year during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to two and one-half percent (2.5%) per year with any greater amount to be approved by the Authority in the Annual Budget; reasonable property management fees not to exceed Seventy Dollars ($70) per unit per month during the first year after issuance of the Certificate of Completion with allowable annual escalations of up to three percent (3%) per year or greater amount as approved by the Authority in the Annual Budget; deferred Developer Fee in an amount in an amount approved as part of the Project Budget; amounts (approved by Authority or City, as applicable) expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; and any other reserves reasonably required by the investors or the lenders approved by the Authority and/or the City, as applicable, for the Project (collectively, "Operating Expenses"). (b) Notwithstanding the generality of the foregoing, the following items shall not be considered Operating Expenses for purposes of computing Residual Receipts:

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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(i) Payment of any fees or expenses or of any portion of the Residual Receipts to Developer or any affiliate of Developer, except as specifically set forth in subsection (a) or otherwise herein;
(ii) Income taxes imposed upon Developer's income;
(iii) Payment of principal or interest on any indebtedness of Developer to any Lender, including any Affiliate of Developer (individual or entity) or partner of Developer, except as specifically approved by the Authority or the City, as applicable, in writing or otherwise set forth herein; and
(iv) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.

1.1.100. Parties. Collectively, Authority, City and Developer.

1.1.101. Party. Individually, any of Authority, City or Developer, as applicable.

1.1.102. Permanent Loan. Any loan that the Developer shall obtain from an Institutional Lender, the proceeds of which are to be used and applied solely to pay: (1) the reasonable costs of obtaining such loan; (2) the then current outstanding principal and interest under Construction Financing; and (3) any reasonable and customary fees or charges of the Institutional Lender providing the Construction Financing relating to pay-off of the Construction Financing. The Permanent Loans are set forth in the Project Budget.

1.1.103. Permitted Encumbrance. Any Permitted Security Instrument, the TCAC Regulatory Agreement, the Regulatory Agreement, any agreement restricting occupancy and rents of the Project required by an Institutional Lender, the Notice of Agreement, the Deed of Trust, utility easements directly related to the Project, a bona fide Permanent Loan, a bona fide Refinancing and any other document required or expressly allowed to be recorded against the Property by the express terms of this Agreement.

1.1.104. Permitted Exceptions. All of the following: (a) all items shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy, that are approved by Developer pursuant to Sections 2.5 or 2.12; (b) any exceptions from coverage under the proposed Title Policy; (c) any lien for non-delinquent property taxes or assessments; (d) any Laws applicable to the Property; (e) this Agreement; (f) the Notice of Agreement; (g) the Regulatory Agreement; (h) the Deed of Trust; (i) any Permitted Security Instrument; (j) any existing improvements on the Property; (l) the TCAC Regulatory Agreement; (k) any agreement restricting occupancy and rents of the Project required by an Institutional Lender, (m) any encumbrance recorded against the Property with Developer's consent or as a result of the activities of Developer; and (n) any other document or encumbrance expressly required or allowed to be recorded against the Property or the Project under the terms of this Agreement.

1.1.105. Permitted Lender. The holder of any Permitted Security Instrument.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.106. Permitted Security Instrument. Any Security Interest: (a) that encumbers only the Property or any interest in the Property; (b) that is held by a Lender that is an Institutional Lender, subject to the jurisdiction of the courts of the State, not immune from suit and cannot elect to be immune from suit; and (c) only secures: (i) the repayment of money used to pay or reimburse the Total Project Costs; (ii) a bona fide Permanent Loan; (iii) a delivery assurance fee regarding a Permanent Loan that is refundable to Developer at the close of the Permanent Loan; or (iv) any Refinancing. Promptly after execution, Developer shall promptly delivery a copy of any Security Interest to the Authority, with the Lender's name and notice address.

1.1.107. Permitted Transfer. Any of the following types of Transfer by Developer, which unless otherwise provided do not require the Authority's prior written approval and where, except for a Transfer described in subsections (a), (b), (c), (d), (f), (g) and (i) below, the Person to which such Transfer is made expressly and unconditionally assumes in a written assignment and assumption agreement between such Person, Developer and Authority (on behalf of the Authority and the City) that is in a form reasonably acceptable to Authority (as evidenced by execution of such assignment and assumption agreement by the Authority Executive Director), all obligations of Developer under this Agreement:
(a) Any Transfer to an Institutional Lender that is not a Prohibited Transferee: (1) pursuant to a Permitted Security Instrument as collateral for bona fide Construction Financing to pay all or any part of the Total Project Costs; or (2) pursuant to a Permitted Security Instrument as collateral for a bona fide Permanent Loan. (b) Any Transfer directly resulting from the Foreclosure of a Permitted Security Interest for a loan from an Institutional Lender to the Project or as otherwise permitted under Section 6.5.7.
(c) Any Transfer of stock or equity in the Party that does not change management or operational control of the Project, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax; and (d) The lease of residential units in the Project consistent with the Regulatory Agreement.
(e) The Transfer and sale of limited partnership interests in Developer while the Developer is in the form of a limited partnership. (f) In the event that any general partner of the Developer, while the Developer is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under the partnership agreement, the transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation selected by the limited partner and approved by the Authority, which approval shall not be withheld unreasonably, delayed or conditioned.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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(g) The Transfer of the Project from Developer, while the Developer is in the form of a limited partnership, to one or more of the general partners of the Developer or affiliates the general partners of the Developer at the end of the tax credit compliance period for the Project; and
(h) Any dilution of the general partner's interest in the Developer while the Developer is in the form of a limited partnership, in accordance with the Developer's limited partnership agreement.

1.1.108. Person. Any association, corporation, governmental entity or authority, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind.

1.1.109. Placed In Service Information. All information required to be provided by Developer to TCAC pursuant to Title 4 California Code of Regulations Section 10322(i)(2), except such items that are not customarily provided, including the executed TCAC Regulatory Agreement.

1.1.110. Preliminary Report. A preliminary report issued by the Title Company for the Authority Property in contemplation of the issuance of the Title Policy, accompanied by the best available copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy. The Parties acknowledge that the Title Company may prepare one (1) or more Preliminary Reports for each parcel, or group of parcels, comprising the Authority Property. In such case, all reports, notices, and objection letters that pertain to the Preliminary Report for the entirety of the Authority Property shall apply separately to each Preliminary Report associated with a parcel or a group of parcels.

1.1.111. Prevailing Wage Action. Any of the following: (a) any determination by the State Department of Industrial Relations that prevailing wage rates should have been paid, but were not, (b) any determination by the State Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid, (c) any administrative or legal action or proceeding arising from any failure to comply with any of California Labor Code Sections 1720 through 1781, as amended from time to time, regarding prevailing wages, including maintaining certified payroll records pursuant to California Labor Code Section 1776, or (d) any administrative or legal action or proceeding to recover wage amounts at law or in equity, including pursuant to California Labor Code Section 1781.

1.1.112. Prohibited Encumbrance. Any mortgage, lien, deed of trust, security instrument, mechanic's lien, easement or other encumbrance recorded or asserted against the Property or the Project that is not a Permitted Encumbrance.

1.1.113. Prohibited Transferee. Any Person with whom Authority is in litigation, any Person that Authority reasonably determines has any connection with any terrorist organization, any Person entitled to claim diplomatic immunity, any domestic or foreign governmental entity, except as reasonably approved by Authority, any Person that is immune or may elect to be immune from suit under State or Federal law, or any other Person that Authority reasonably disapproves.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.114. Project. The development to be constructed, operated and maintained on the Property by Developer and specifically described in the Project Scope of Development, the Project Plans and Specifications and the Approvals for the Project.

1.1.115. Project Budget. The Total Project Costs, anticipated sources of funds, and uses for each source of funds necessary to pay the Total Project Costs as set forth in Exhibit “P” attached to this Agreement.

1.1.116. Project Commencement Date. The date that Developer is required to commence construction as set forth in the written notice from TCAC of the reservation of the Tax Credits for the Project.

1.1.117. Project Completion Date. The date that is thirty (30) months following the Project Commencement Date.

1.1.118. Project Loan. A Residual Receipts loan of Seven Million Five Hundred Thirty-Five Thousand Two Hundred Eighty Dollars ($7,535,280.00,) made by the Authority to Developer, which loan is made by the Authority to finance the Project's predevelopment, development and construction costs. Funds for the Project Loan consist of funds from the Authority's low and moderate income housing asset fund.

1.1.119. Project Note. A Residual Receipts promissory note made by Developer in favor of Authority in substantially the form of Exhibit "L" attached to this Agreement evidencing the Project Loan.

1.1.120. Project Plans and Specifications. Plans and specifications for the Project, prepared by Developer's architect, that have received all necessary Approvals regarding Construction of the Project, submitted in both hard copy and such machine-readable format as is then customary in the architectural profession in the State, using naming conventions and other criteria reasonably approved or required by City, consisting of architectural plans; elevations and section indicating principal areas, core design and location; location, number, and capacity of elevators; basic structural system; minimum estimated electrical capacity and distribution system; general type of plumbing system; façade, placement, and orientation; gross and rentable square foot analysis; and principal types of HVAC systems.

1.1.121. Project Scope of Development. The development project generally described in Exhibit "H" attached to this Agreement.

1.1.122. Property. The Property includes the approximate four (4) acre portion of the Authority Property generally depicted on the Site Plan attached as Exhibit "B" as the Family Apartment Parcel. The exact legal description and acreage of the Family Apartment Parcel portion of the Property will be determined through the Lot Line Adjustment. The Property also includes the Recreational Parcel.

1.1.123. Property Information. Any and all studies and reports prepared by or on behalf of Developer regarding the physical condition of or title to the Property, including, without limitation, soils reports, geotechnical reports and surveys (not to include architectural Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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plans and specifications, proprietary information, internal communications, feasibility studies, financial analyses, proformas, tax returns or any attorney-client privileged communications).

1.1.124. Property Insurance. Insurance providing coverage for the Property and all improvements against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like properties in the County, in an amount equal to one hundred percent (100%) of the replacement value (without deduction for depreciation) of all improvements comprising the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance and with no coinsurance penalty provision, with "ordinance or law" coverage. To the extent customary for like properties in the County at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal, all subject to policy sublimits. Property Insurance shall also include rental or business interruption insurance in an amount, at least, equal to the average annual Gross Income from the Project for the preceding three (3) calendar years and providing for a 12-month extended period of indemnity.

1.1.125. Punchlist Work. Construction, of an insubstantial nature, that if not completed, will not delay issuance of a final Certificate of Occupancy (or equivalent approval) for the Project by the Authority or the applicable portion thereof or materially interfere with use of the Project, as determined by the City Building Official in her or his sole discretion.

1.1.126. Purchase Price. The Purchase Price for the Property shall be Four Million Dollars ($4,000,000) or the fair market value of the Property as determined in the Appraisal obtained pursuant to Section 2.3.1, whichever amount is greater.

1.1.127. Record, recorded, recording or recordation. Recordation of the referenced document in the official records of the County.

1.1.128. Recreation Parcel. The real property located directly across Buena Vista Avenue and adjacent to the Citrus Circle Community, described as Parcel 2 on the legal description attached as "Exhibit “A" to this Agreement and depicted on the Site Plan attached as "Exhibit “B" to this Agreement.

1.1.129. Refinancing. Any loan secured by a Permitted Security Instrument that the Developer obtains from an Institutional Lender subsequent to recordation of the Permanent Loan for any of the following purposes: (1) to pay off all or a portion of an existing loan secured by a Permitted Security Instrument where the Lender providing the new loan will disburse loan proceeds to or on behalf of Developer exceeding the amount of principal and interest under the existing loan being paid plus the amount of any reasonable and customary fees and costs associated with obtaining such new loan that are actually paid by Developer and not rebated or refunded to Developer, the aggregate amount of such fees and costs not to exceed three percent (3%) of the original principal amount of the new loan; (2) disbursing funds to or on behalf of Developer without paying off any existing loan secured by a Permitted Security Instrument; or (3) any loan extension, modification or equivalent regarding an existing loan to Developer secured by a Permitted Security Instrument that results in the Lender of the existing loan Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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disbursing additional loan proceeds to or on behalf of Developer in excess of the original principal amount of the loan.

1.1.130. Regulatory Agreement. A Regulatory Agreement and Declaration of Restrictive Covenants, Conditions and Restrictions Restricting the Use of Property for Affordable Housing (Corona Second Street Family Apartments) in substantially the form of Exhibit "E" attached to this Agreement, which shall be recorded against the Property in its entirety.

1.1.131. Remainder Property. An approximate one (1) acre portion of the Authority Property generally depicted on the Site Plan attached as Exhibit "B" as the Remainder Parcel. The exact legal description and acreage of the Remainder Property will be determined through the Lot Line Adjustment.

1.1.132. Residual Receipts. The sum of money computed as Gross Revenue less Operating Expenses.

1.1.133. Resyndication. The application for and obtaining by Developer or any successor or assign of Developer of a new allocation of Tax Credits, excluding the reservation of Tax Credits obtained pursuant to Section 6.1.1.

1.1.134. Schedule of Performance. The schedule for the performance of certain actions by Authority and Developer pursuant to this Agreement, attached to this Agreement as Exhibit "N".

1.1.135. Security Instrument. Any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to grant real property (including leasehold) security for any obligation (including a purchase-money or other promissory note) encumbering the Property, as entered into, renewed, modified, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied, and discharged of record. If two or more such security instruments are consolidated or restated as a single lien or held by the same Lender (as applicable), then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument.

1.1.136. Senior. Referring to multiple Security Instruments, the Security Instrument that is most senior in lien of the same type. Where Senior is used as a comparative term as against any specified Security Instrument, such term refers to any Security Instrument of the same type that is senior in lien to such specified Security Instrument. If only one Security Instrument of a particular type exists, then it shall be deemed the Senior Security Instrument of such type.

1.1.137. Senior Loan. As defined in Section 2.3.4.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.138. State. The State of California.

1.1.139. Supplement Notice. A Notice from Developer to both Authority and the Escrow Agent indicating Developer's objection to any exception to the title of the Property set forth in a supplement to the Preliminary Report, describing in suitable detail the actions that Developer reasonably believes are necessary to obtain Developer's approval of the state of the title of the Property.

1.1.140. Supplement Notice Response. A Notice from Authority in response to a Supplement Notice, in which Authority elects to either: (a) cause the removal from the Preliminary Report of any matter disapproved in such Supplement Notice in a manner reasonably satisfactory to Developer; (b) obtain title or other insurance in a form reasonably satisfactory to Developer insuring against the effects of any matters disapproved or conditionally approved in such Supplement Notice (Authority shall not enter into any indemnity arrangement with the Title Company regarding any matter disapproved or conditionally approved by Developer, without Developer's prior written consent); (c) otherwise satisfy Developer regarding any matter disapproved or conditionally approved in such Supplement Notice; or (d) not take any action described in either "(a)," "(b)" or "(c)" of this Section 1.1.140.

1.1.141. Supplement Notice Waiver. A Notice from Developer to both Authority and the Escrow Agent waiving Developer's previous disapproval or conditional approval of any matter in a Supplement Notice that Authority has not agreed to address to Developer's reasonable satisfaction in a Supplemental Notice Response.

1.1.142. Tax Credits. An allocation from TCAC of four percent (4%) or nine percent (9%) federal low income housing tax credits or of state low income housing tax credits to finance a portion of the Total Project Costs, all in accordance with Section 42 of the Internal Revenue Code of 1986, as amended, the applicable provisions of the California Taxation and Revenue Code, all associated Internal Revenue Service regulations and all associated TCAC regulations.

1.1.143. Tax Credit Equity. The equity investment toward the cost of Construction of the Project contributed to the Developer (when in the form of a limited partnership) by the Tax Credit Investor, in the amount set forth in the Project Budget.

1.1.144. Tax Credit Investor. The limited partner in Developer (when in the form of a limited partnership) that provides the Tax Credit Equity for the Construction of the Project.

1.1.145. Tax Credits Rules. Section 42 of the Internal Revenue Code and/or California Revenue and Taxation Code Sections 17057.5, 17058, 23610.4 and 23610.5 and California Health and Safety Code Section 50199, et seq., as applicable, as the foregoing may be amended from time to time, and the rules and regulations implementing the foregoing.

1.1.146. TCAC. The California Tax Credit Allocation Committee or successor in function.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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1.1.147. TCAC Regulatory Agreement. The regulatory agreement required to be recorded against the Property by TCAC to obtain the Tax Credits.

1.1.148. Third Person. Any Person that is not a Party, an Affiliate of a Party or an elected official, officer, director, manager, shareholder, member, principal, partner, employee or agent of a Party.

1.1.149. Title Company. Chicago Title Insurance Company or such other title insurance company mutually agreed upon in writing between Authority and Developer.

1.1.150. Title Notice. A Notice from Developer to both Authority and the Escrow Agent indicating Developer's objection to any exception to the title of the Property set forth in the Preliminary Report and describing in suitable detail the actions that Developer reasonably believes are necessary to obtain Developer's approval of the state of the title of the Property.

1.1.151. Title Notice Response. A Notice from Authority in response to the Title Notice, in which Authority elects to either: (a) cause the removal from the Preliminary Report of any matter disapproved in such Title Notice in a manner reasonably satisfactory to Developer; (b) obtain title or other insurance in a form reasonably satisfactory to Developer insuring against the effects of any matters disapproved or conditionally approved in such Title Notice (Authority shall not enter into any indemnity arrangement with the Title Company regarding any matter disapproved or conditionally approved by Developer, without Developer's prior written consent); (c) otherwise satisfy Developer regarding any matter disapproved or conditionally approved in such Title Notice; or (d) not take any action described in either "(a)," "(b)" or "(c)" of this Section 1.1.151.

1.1.152. Title Notice Waiver. A Notice from Developer to both Authority and the Escrow Agent waiving Developer's previous disapproval or conditional approval of any matter in the Title Notice that Authority has not agreed to address to Developer's reasonable satisfaction in the Title Notice Response.

1.1.153. Title Policy. An extended coverage (ALTA) owner's policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price and insuring fee title to the Property vested in Developer, subject to the Permitted Exceptions.

1.1.154. Total Project Costs. All of the costs set forth in the Project Budget.

1.1.155. Transfer. Regarding any property, right or obligation means any of the following, whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); (c) any transaction described in "b" affecting any Equity Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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Interest(s) or any other interest in such property, right or obligation or in any such owner (or in any other direct or indirect owner at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "b" through "d," shall be deemed a Transfer by the Developer even though the Developer is not technically the transferor. A "Transfer" shall not, however, include any of the following (provided that the other Party has received Notice of such occurrence) relating to the Property and/or any Equity Interest: (i) a mere change in form of ownership with no material change in beneficial ownership and constitutes a tax-free transaction under federal income tax law and the State real estate transfer tax; (ii) a conveyance only to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; (iii) a conveyance only to any Person that, as of the Effective Date, holds an Equity Interest in the entity whose Equity Interest is being transferred; (iv) the original sale of Equity Interests in Developer; or (v) a conveyance only to an Affiliate of Developer.

1.1.156. Usury Limit. The highest rate of interest, if any, that Law allows under the circumstances.

1.1.157. Waiver of Subrogation. A provision in, or endorsement to, any insurance policy, by which the carrier agrees to waive rights of recovery by way of subrogation against a Party to this Agreement for any loss such policy covers.

1.1.158. Workers Compensation Insurance. Workers compensation insurance complying with the provisions of State law and an employer's liability insurance policy or endorsement to a liability insurance policy, with a minimum liability limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease, covering all employees of Developer, if any.

2. CONVEYANCE OF PROPERTY

2.1 Lot Line Adjustment.

The Parties agree and acknowledge that the Developer shall commence and complete the process for the Lot Line Adjustment for the Authority Property prior to the Close of Escrow.

The Authority shall cooperate and use reasonable good faith efforts to assist the Developer in the Lot Line Adjustment process, including without limitation, signing applications as the owner of the Authority Property as needed.

2.2 Escrow.

Authority shall sell the Property to Developer and Developer shall purchase the Property from Authority, pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents for Authority to sell the Property to Developer and Developer to purchase the Property from Authority, Authority and Developer agree to open the Escrow with the Escrow Agent. The provisions of Section 3 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow. If requested by the Escrow Agent, Developer and Authority shall execute the General Escrow Instructions. In the Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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event of any conflict between the provisions of this Agreement and the General Escrow Instructions, the provisions of this Agreement shall be controlling.

2.3 Determination of and Payment of Purchase Price.

2.3.1. Appraisal. Prior to the Close of Escrow, the Developer shall submit to the Authority Executive Director an appraisal for the Property, prepared in accordance with TCAC and/or CDLAC standards to determine the final Purchase Price for the Property (the "Appraisal"). Upon receipt by the Authority Executive Director of the Appraisal, the Authority Executive Director shall promptly review and either approve or disapprove of such Appraisal within ten (10) days. The Authority Executive Director shall not disapprove any Appraisal that is consistent with the applicable CDLAC and TCAC requirements. Failure of the Authority Executive Director to respond within such ten (10) day period set forth above shall be deemed approval by the Authority Executive Director. If the proposed Appraisal is not approved by the Authority Executive Director, the Authority Executive Director shall set forth in writing and notify the Developer of the Authority's reasons for withholding such approval. The Developer shall thereafter submit a revised Appraisal for Authority Executive Director approval, which approval shall be granted or denied in ten (10) days in accordance with the criteria and procedures set forth above. Failure of the Authority Executive Director to respond within the ten (10) day period set forth above shall be deemed approval by the Authority Executive Director.

The fair market value for the Property set forth in the Appraisal, approved or deemed approved by the Authority Executive Director, shall be the Purchase Price for the Property so long as it exceeds the sum of Four Million Dollars ($4,000,000), in which event, the Land Loan and the Land Note shall be updated accordingly, and the Authority Executive Director shall be authorized to execute the updated Land Note without the necessity of any further action or approval.

2.3.2. Land Note and Deed of Trust. The Developer shall pay the Purchase Price by depositing the Land Note and the Deed of Trust into the Escrow, at least one (1) business day preceding the Escrow Closing Date.

2.3.3. Non-Recourse. The Developer shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Land Note, the HOME-ARP Note, the Project Note or the Fee Deferral Note or the performance of the covenants of the Developer under the Deed of Trust. The sole recourse of the Authority and the City with respect to the principal of, or interest on, the Land Note, the Fee Deferral Note, the HOME-ARP Note, or the Project Note and defaults by Developer in the performance of its covenants under the Deed of Trust shall be to the Property, as described in the Deed of Trust.

2.3.4. Subordination. The Deed of Trust may be subordinated to other loans from Institutional Lenders (in each case, a "Senior Loan"), but only on condition that all of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide financing for the Project. The Regulatory Agreement shall not be subordinated to a Senior Loan provided that the provisions in Section 7.1.1 of the Regulatory Agreement shall apply. Upon a determination by the Authority Executive Director that the conditions in this Section have been reasonably satisfied, the Authority Executive Director or his/her designee on behalf of the Authority and the City Manager or his/her designee on behalf of the City will be authorized to Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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execute the approved subordination agreement without the necessity of any further action or approval.

2.4 Eminent Domain.

If any portion of the Property or any interest in any portion of the Property, becomes the subject of any eminent domain proceeding prior to Close of Escrow, other than such a proceeding by the Authority or the City, including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain commenced by any Government, the Authority shall immediately give the Developer Notice of such occurrence, and the Developer shall have the option, exercisable within ten (10) Business Days after receipt of such Notice from the Authority, to either: (1) cancel the Escrow and terminate this Agreement and the Escrow, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 3.11; or (2) continue with this Agreement in accordance with its terms, in which event the Authority shall assign to the Developer any right of the Authority to receive any condemnation award attributable to the Property.

2.5 Developer's Approval of Title to Property.

2.5.1. Title Notice. Within fifteen (15) days after the Escrow Opening Date, Authority shall request the Preliminary Report from the Title Company and that the Title Company deliver a copy of the Preliminary Report to the Developer. Within fifteen (15) days following the Developer's receipt of the Preliminary Report, the Developer shall send the Title Notice to both Authority and the Escrow Agent.

2.5.2. Failure to Deliver Title Notice. If the Developer fails to send the Title Notice to Authority and the Escrow Agent, within the time period provided in Section 2.5.1 the Developer will be deemed to approve the status of title to the Property.

2.5.3. Title Notice Response. Within fifteen (15) days following the Authority's receipt of the Title Notice (if any), Authority shall send the Title Notice Response to both the Developer and the Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fails to deliver the Title Notice, Authority shall not be required to send the Title Notice Response. If Authority does not send the Title Notice Response, if necessary, within the time period provided in this Section

2.5.3, Authority shall be deemed to elect not to take any action in reference to the Title Notice.

If Authority elects in the Title Notice Response to take any action in reference to the Title Notice, Authority shall complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response.

2.5.4. Title Notice Waiver. If Authority elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to the Developer's reasonable satisfaction, then within ten (10) days after the earlier of: (i) the Developer's receipt of the Authority's Title Notice Response or (ii) the last date for the Authority to deliver its Title Notice Response, the Developer shall either: (a) refuse to accept the title to and conveyance of the Property, or (b) waive its disapproval or conditional approval of all such matters set forth in the Title Notice by sending the Title Notice Waiver to both Authority and the Escrow Agent.

Docusign Envelope ID: 5D0EF862-DB82-42AD-AAAE-6D75961C9D3F Docusign Envelope ID: D01E67E6-2CAD-44A1-8085-B5556D1F8A1D Docusign Envelope ID: 7F9B164F-0EB4-47DA-B023-C643C3700391

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Corona City CouncilAugust 20, 2025

Corona City Council
August 20, 2025