Fairfield City Council
November 18, 2025

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eligible to use sick leave as it is accrued. There shall be no limit on the amount of accumulated sick leave.

Sick leave shall be allowed and used solely for cases of actual personal sickness or disability, medical or dental treatment, or as authorized for other necessary health reasons and may be used by the employee for attendance upon a member of his/her immediate family who is seriously ill and requiring the care and attention by the employee. An employee intending to use sick leave for medical/dental appointments shall notify his/ her immediate supervisor in advance of the appointment.

For purposes of this section immediate family is defined as mother, father, step-mother, step-father, mother-in-law, father-in-law, spouse, domestic partner, son, daughter, step child, brother, sister, grandparent, grandchild, foster parent, foster child, or a child for whom the employee is a legal guardian.

2. Yearly Payoff
Except as herein provided, all employees may be paid annually on the first regular paycheck in December, twenty-five percent (25%) of the unused sick leave earned during the previous twelve (12) month period, ending the last pay period in November.

Employees leaving City service at their own request shall be compensated for twenty-five percent (25%) of unused sick leave earned between the end of the past pay period the previous November and the date of termination. If an employee dies while in City service, his/her beneficiary shall be entitled to the same. Employees discharged from City service shall not be eligible for benefits outlined in this paragraph.

3. Payoff with Death
If any employee dies after completing five (5) full years of employment, his/her beneficiary shall be entitled to payment for fifty percent (50%) of his/her accumulated sick leave.

4. Payoff with Duties Related to Death
If an employee dies due to a duty-related death, his/her beneficiary shall be entitled to payment for one hundred percent (100%) of accumulated unused sick leave.

5. Payoff upon resignation or termination

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Upon resignation or termination after 15 continuous years of employment, an employee shall receive 3% per year of all unused sick leave for each year of employment up to a maximum of 75% (or 25 years of service) of their total sick leave bank deposited into the Retiree Health Savings (RHS) account or 457 at their rate of pay upon separation. No other conversions or uses are permitted.

6.5. Payoff upon retirement
Upon retirement, the employee’s unused sick leave is treated as follows:

Employees hired prior to the adoption of this Agreement:

Upon retirement, the employee’s final sick leave balance will be apportioned into a qualified balance and a remaining balance. The qualified balance will be equal to 7% of the employee’s final sick leave balance for each full year of service with the City, up to a maximum of 75%. The remaining sick leave balance will be converted to PERS service credit.

The employee must elect one of the following options for their qualified sick leave balance:
a. 50% of qualified sick leave balance deposited into Retiree Health Savings or 457 account. The other 50% will be converted to PERS service credit. b. 75% of qualified sick leave balance deposited into Retiree Health Savings or 457 account. The other 25% will be converted to PERS service credit. c. 100% of qualified sick leave balance deposited into Retiree Health Savings or 457 account.
d. 100% of qualified sick leave balance converted to PERS service credit.

Employees hired on or after the adoption of this Agreement:

Upon retirement, the employee must elect one of the following options for their entire sick leave balance:
a. 50% of sick leave balance deposited into Retiree Health Savings or 457 account. The other 50% will be forfeited.
b. 100% of sick leave balance converted to PERS service credit.

The retiring employee shall receive 3% per year of employment of all unused remaining sick leave up to a maximum of 75% (or 25 years of service) deposited into the Retiree Health Savings account or 457. The remaining balance of unused sick leave shall be converted to PERS service credit. No other conversions or uses are permitted.

F. Sick Leave Accrual Cap/Annual Distribution

In December of each year, for sick leave hours accrued above 500, employees must elect to receive a distribution of sick leave hours by contribution to a qualifying 457

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program, the Retiree Health Savings account, or other qualifying account (including post tax) in accordance with IRS and plan document rules.

If contribution to a qualifying 457 program, the RHS, or other qualifying account is elected, employee will receive 100% of the value of those hours at their corresponding hourly base rate of pay.

G. Bereavement Leave
The Department Head may grant his/her employees up to a maximum of five (5) days of bereavement leave in the event of death or serious traumatic injury to the employee’s family. Family is defined as mother, step-mother, mother-in-law, father, step-father, father-in-law, spouse, domestic partner, son, daughter, step-child, brother, sister, grandparent, grandchild, foster parent, foster child, or a child for whom the employee is legal guardian. The City Manager may grant City employees up to a total often (10) days of bereavement leave. All bereavement leave requests in excess of five (5) days must be approved by the City Manager. The number of authorizations that may be made to any employee are not limited.

A “serious traumatic injury or illness” is defined as a sudden and unexpected event which requires prompt and immediate attention from the employee without delay. It may also include attending to the need of an immediate family member who is expected to die in the immediate future. Bereavement leave shall be taken immediately in conjunction with the event of death or serious traumatic injury or illness.

City employees eligible for bereavement leave include those who have been employed for at least 30 days prior to taking leave.are probationary, full-time employees, permanent full-time employees, pro-rata employees, and career part-time employees.

An employee wishing to receive more than three five (35) days bereavement leave must submit an employee absence form and a memo to his/her supervisor or department head for approval. The employee’s supervisor or department head submits a memo to the Director of Human Resources explaining the purpose of the request, along with the approved absence request from indicating bereavement leave. The Director of Human Resources writes a memo to the City Manager requesting authorization to grant the bereavement leave.

If a city paid holiday falls within the time period that an employee is receiving bereavement leave benefits, the holiday does not count as a day for purpose of calculating the bereavement leave.

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Bereavement leave shall be completed within three (3) months of the event of death or serious traumatic injury or illness and need not be taken consecutively.

ARTICLE 8. HEALTH / LIFE INSURANCE / FRINGE BENEFITS
A. Medical/Dental Program
Full-time employees are eligible for health and dental coverage beginning the first day of the first month after date of hire.

Effective in the first full pay period after City Council approval, the employee contribution for health and dental insurance shall be adjusted to the equivalent currently paid by confidential managers. Future contributions will be adjusted based on a 50/50 split of the increase or decrease in premium for the Kaiser $35 copay plan and the Delta Dental HMO plan. This 50/50 sharing between the City and the employee for changes in premium to medical and dental plans will continue in the 2023, 2024 and 2025 plan years.

The City shall not automatically assume responsibility for the increase in employee medical and dental premiums after the expiration of this Agreement.

The City will advise the bargaining unit of healthcare premium renewals and will schedule a meeting with the City’s Broker of Record to allow the unit to ask questions about the rates and plans.

B. Cafeteria Plan
Any unused balance under the “Cafeteria Plan” will be paid out with regular salary or may be used for additional medical or dependent care. Employees providing proof of other coverage may drop health/dental coverage and receive taxable income, of $518 per month. Employees electing dental only receive $518 per month less the cost of the premium for the dental plan in which they have enrolled. Employees electing medical only do not receive any payments.

The City’s Cafeteria Plan provides tax deferral of out-of-pocket health/dental premiums.

Medical and dependent care expenses can be paid on a non-taxable basis. Allocation amounts must be determined at the beginning of the plan period. Services must be received during the plan period and any unused allocation will be lost. Coverage is extended to IRS approved medical and/or dependent care expenses.

C. Vision Care
The City health plans may provide for a vision rider. The cost of the rider shall be included in the total premium for such plans. The total premium may be offset by the

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contribution amount specified in Section B. Employees enrolled in a health plan without a vision rider may be reimbursed up to a maximum of $435 total per calendar year for the employee and his/her immediate family for eye exam and prescription glasses/contacts, upon presentation of appropriate receipts. Amounts not used in any year cannot be carried forward to future years. Employees not enrolled in a city health plan are not eligible for the vision reimbursement program.

D. Life Insurance
For basic life insurance, employees covered by this MOU will be eligible the first day of the first month after date of hire. The City will pay in full an amount equal to 1.5 times the annual salary rounded to the next $1,000 for a Life and Accidental Death/Dismemberment insurance policy to a maximum of $150,000.

For supplemental life insurance, employees covered by this MOU will be able to purchase coverage equal to six times their annual salary. Health questionnaires are required for the purchase of the Supplemental Life Insurance.

E. Employees’ Deferred Savings Accounts
The City of Fairfield and the Fairfield General Managers Association (FGMA) were parties to a Memorandum of Understanding (MOU) that was extended from June 30, 2021 to June 30, 2022. The parties agreed to amend Section 8.E (Employees Deferred Savings Account) that increased the contribution from 8.24% to 9.49% to 401(a) or 457 plans to pursuant to the eligibility criteria described in the section after the first full pay period following the adoption of the side letter approved by City Council on 08-17-21 (Resolution #2021-196).

Effective July 29, 2022:
401(a): All FGMA employees are required to participate in the 401(a) plan.

For employees hired or promoted into FGMA prior to the adoption of this Agreement, the minimum participation level will be a City contribution of 11.0% and an employee minimum contribution of 4.1%. For employees who elected to receive the differential pay in lieu of personal leave as described in Article 7 of this Agreement as an increase to their 401(a) contributions, the City contribution will be 13.16%.

For employees hired or promoted into FGMA on or after the adoption of this Agreement, the minimum participation level will be a City contribution of 10.0% and an employee minimum contribution of 4.0%. City contributions to 401(a) for employees hired on or after the adoption of this Agreement will vest after the employee reaches five (5) years of City service. Employee contributions vest immediately.

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The City contribution will be 10.40% and the employee will contribute 4.1% to total

14.5%. Total contributions are limited to the amount specified by Federal law.

Enrollment in the 401(a) plan is irrevocable.
457: Employees will be eligible to participate effective their date of hire. The City will not provide a contribution to the 457, and the employee contribution will be optional.

Total contributions are limited to the amount specified by Federal law. Changes in employee’s deferred savings account may be authorized monthly.

The City will endeavor to implement a 457 Roth plan as an option for employee contributions.

F. Retiree Medical
Employees may continue enrollment in City retiree health plans at their option, and at their cost, upon retirement. Employees will be allowed a one-time irrevocable election at the time of retirement to elect retiree coverage. Retirees may be enrolled in either the health or dental plans, or both. Retirement shall mean employees who retired from the City of Fairfield with a PERS retirement at the time of separation and who remain continuously retired under PERS.

Retirees are responsible for paying the full cost of the premium by the due date set by the City. If payment is not timely received, the retiree and any spouse or dependent, shall be terminated from the program without right to re-enroll at a later date.

Retirees must enroll in a Medicare-supplement plan when they become eligible for Medicare, presently at age 65. Failure to enroll in a Medicare-supplement plan will result in termination from the program. The Medicare premium is the responsibility of the retiree.

In the event of a death of a retired employee, the surviving spouse and dependents who are participating in the city plan at the time of death of the retired employee, may continue on the City health insurance plan at his/her own cost under COBRA regulations only, subject to plan restrictions and conditions.

For all retirees, once health and dental coverage is terminated, it cannot be later reinstated.

G. Short Term Disability Insurance
The City administers the self-funded Short-Term Disability (STD) plan. The STD benefit schedule shall match the State Disability Insurance (SDI) benefit schedule. The benefit

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commences after a 7-day waiting period, or immediately, if hospitalized. Coverage is for non-industrial injuries for a maximum of 180 days. The current premium is $6.00/month paid on an after-tax basis by the employee which may be adjusted annually based on an actuarial study. An employee is eligible the first of the month after three (3) months continuous employment. STD payments received are non-taxable, as permitted by law.

H. Long Term Disability
Employees will be eligible the first day of the first month after date of hire. There will be a 180-day waiting period after the date of the injury or illness causing the disability before employees are eligible for benefits. The maximum benefit will be equal to 60% of salary, subject to the benefit maximum. The City reserves the right to change insurers at its discretion.

I. Medicare
All employees hired on or after April 1, 1986 shall contribute a portion of their gross salary (1.45%) for Medicare coverage as determined by federal regulations.

J. Direct Deposit
Upon written request from an employee, their paycheck shall be directly deposited in an approved bank, savings and loan or credit union.

K. Financial Consulting Service
Optional enrollment; enrollment irrevocable while employed with the City; current service provided through the Association with Benefits Communication Network (BCN); employee pays $24/yr.

L. Retiree Medical Expense Program
The City provides a Retiree Medical Expense Program via ICMA VantageCare. The Retiree Medical Expense Program shall have the following attributes: tax-free treatment of health benefits, tax-deferred treatment of earnings and payments, ability to charge any health premiums and unreimbursed health costs (not just City health plans), assets remaining after employee’s death go to spouse/dependents. The City shall contribute $50.00 per month per employee toward this program.

ARTICLE 9. UNIFORM ALLOWANCE/BOOT REIMBURSEMENT/TOOL

ALLOWANCE
A. Uniforms

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The City shall provide a uniform allowance to those employees who have been required by their Department Head to wear a Department approved uniform. The annual allowance is as follows:
 Dispatch Shift Supervisor - $800
 Fire Prevention Supervisor - $650
 Police Support Supervisor assigned to Code Enforcement - $800 Subject to the discretion of the Department Head or designee, employees receiving a uniform allowance shall be required to wear their uniform while at work.

Should the City establish a new FGMA classification whose subordinates receive a uniform allowance, the parties agree to discuss whether to provide a uniform allowance for the new classification based on the above paragraph.

The allowance shall be paid in two equal installments. The dates for these payments shall be the first pay date in June and the first pay date in December. The uniform allowance shall be reported to PERS as special compensation pursuant to PERS regulations.

B. Boots
The City shall provide an annual boot reimbursement for any member in the bargaining unit who is required to wear specialized footwear in a portion of their normal duties in an amount not to exceed $150 per calendar year. This amount will increase in January 1, 2010 to $175 per calendar year. The boots purchased must have the following attributes: oil resistant, leather uppers, ankle height or above, and any other specific requirements as stipulated by management.

C. Car Allowance
At the discretion of the City Manager, a car allowance is provided to employees in lieu of a mileage reimbursement. The City Manager will consider those employees whose Department Heads have requested they receive the Car Allowance. The decision of the City Manager is final and is not subject to a grievance.

D. Tool Allowance
Vehicle Maintenance Supervisors will receive a $400 tool allowance to repair or replace their personal tools which are used in the workplace. The allowance will be paid on the first pay date in June and will commence in June 2013.

ARTICLE 10. TUITION REIMBURSEMENT

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The City will provide a tuition and books reimbursement program to non-probationary employees for educational activities which are directly job- related and approved in advance by the Department Head, subject to reimbursement guidelines established by the City’s Director of Human Resources. The annual tuition reimbursement amount available per employee, per calendar year, is $4,000.

ARTICLE 11. CERTIFICATION/LICENSE FEE
Employees who are required by the City as a condition of employment, continued employment, or as a standard in the employee’s profession to obtain state certification or licensing in the field in which they are employed by the City shall be reimbursed by the City, upon successful completion of such certificate or license, for the actual cost of such certificate or license.

ARTICLE 12. RETIREMENT/PERS
A. The City has a two-tier retirement system for CalPERS Classic members. For e Tier 1. Employees hired by the City before the effective date of the PERS contract that modifies the formula for new hires as described below, the City’s contract with the Public Employee’s Retirement System (PERS)prior to 8/26/2012 shall provide forreceive the following benefits to the extent provided by the Public Employee’s Retirement Law (PERL):
 2.7% @ 55 retirement formula, (GC § 21354.5)
 Death benefits - Basic Level (GC § 21532)
 1959 survivor’s benefits (Level IV) (GC § 21574)
 Continuation of Pre-Retirement Death Benefits After Remarriage of Survivor (GC § 21551)
 Industrial Disability Retirement for Miscellaneous Members (GC § 21151)  PERS unused sick leave credit option (GC § 20965)
 Single highest year coverage (GC § 20042)
 Military service credit as public service (GC § 21024)  Employee Sharing Cost of Additional Benefits (GC § 20516) Upon approval of the City Council the City shall adopt a two tier retirement system which shall apply to all eTier 2. Classic membersmployees hired after the effective date (8/26/2012) and subject to PERL. The benefits of the second tier are as follows shall receive the following benefits to the extent provided by the Public Employee’s Retirement Law (PERL):

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 2.5% @ 55 retirement plan formula (GC § 21354.4)
 Death benefits — Basic Level (GC § 21532)
 1959 survivor’s benefit (Level IV) (GC § 21574)
 Continuation of Pre-Retirement Death Benefits After Remarriage of Survivor (GC § 21551)
 Industrial Disability Retirement for Miscellaneous Members (GC § 21151)  PERS unused sick leave credit option (GC § 20965)
 Three yearThree-year highest average for final compensation (GC § 2047520037)
 Military service credit as public service (GC § 21024)  Employee Sharing Cost of Additional Benefits (GC § 20516) B. Currently, Classic Member FGMA employees pay 8% of salary toward PERS costs. This is comprised of the employee paying 5.5% (of a total 8.0%) of the Employee rate, plus

2.5% of the Employer rate. Classic Member FGMA employees will begin to pay an additional 1.25% of Employer PERS cost the first full pay period following City Council adoption of the successor MOU. Employees will begin to pay a further 1.25% of Employer PERS cost the first full pay period in July, 2018. Total Employee PERS contributions after these two increases will be 5.5% of the Employee PERS cost and 5.0% of the Employer PERS cost.

B. The City will continue to maintain the 2.5% EPMC for FGMA Classic miscellaneous members hired or promoted into FGMA prior to the adoption of this Agreement. FGMA Classic miscellaneous members have agreed to share 2.75% towards the City of Fairfield’s CalPERS cost pursuant to Government Code 20516. The total employee contribution is 10.75% (8.0% + 2.75% cost share).

FGMA Classic miscellaneous members hired or promoted into FGMA on or after the adoption of this Agreement will share 2.5% towards the City of Fairfield CalPERS cost pursuant to Government Code 20516 and will not receive EPMC. The total employee contribution is 10.5% (8.0% + 2.5% cost share). at full City cost through the end of fiscal year 2020-21. Classic Member FGMA employees will begin to pay 0.25% of the Employer PERS cost to help fund the 2.5% EPMC the first full pay period in July, 2020. Total Employee PERS contributions after this increase will be 5.5% of the Employee PERS cost and 5.25% of the Employer PERS cost.

C. Employer paid member contribution (EPMC) is reported to PERS as salary for PERS retirement purposes only.

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D. Employees may purchase service credit through pre-tax payroll deduction. (IRS Section 414 (h) (2)
E. Effective January 1, 2013, employees who are hired and are for purposes of PERS considered new employees as defined by PERL are eligible for 2% @ 62 with a threeyear average for final compensation. Employees in this group will only pay 50% of the total normal cost as determined by PERS.

ARTICLE 13. LIGHT DUTY
Light duty may be provided for employees who are unable to work due to injury or illness from either industrial or non-industrial causation. Further, workers’ compensation law and disability plans provide that an employee is not entitled to temporary disability benefits if suitable light duty work is available. The basic principles are as follows:
 The employee is temporarily not able to resume full duty, but is capable of performing some work duties.
 The employer may develop a light duty work assignment commensurate with the employee’s temporary work restriction.
 If the employer is unable to offer light duty work, the employee is entitled to continued temporary disability benefits until the employee is able to resume normal duties, or is permanent and stationary, whichever is earlier.  If the employee declines suitable light duty work, the employee is no longer entitled to temporary disability benefits.

It is the City’s policy to temporarily provide light or modified duty work assignments, when possible to all injured employees until they can return to full work status. However, the City is under no obligation to provide light or modified duty if there is none available.

A physician may return an injured employee to duty with work restrictions prior to releasing the employee to his/her regular full work duties. It is important that the treating physician understand the physical job demands of the injured worker in order to prescribe the proper work restrictions. The City must communicate with the treating physician the essential functions of the job classification is that necessary work restrictions may be determined. Risk Management consults with the physicians to provide this information on an as needed basis.

A “light duty” assignment is made when an employee’s work restriction (s) can be temporarily accommodated within his/her normal duties. A “modified duty” assignment is made when an employee’s work restrictions(s) is considered to be permanent and their position duties are accommodated to allow for the work restriction.

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Under this policy, Supervisors have the added responsibility to ensure that any and all work restrictions specified by the treating physician are rigidly adhered to and enforced during the period of light or modified duty assignment, and employees are required to adhere to the work restrictions.

Light and/or modified duty assignments shall be considered flexible and adaptable to meeting the particular needs of both the disabled employee and the department. This may include assignments of less than eight (8) hours a day, frequent breaks, the use of modified work stations, and so forth. Each situation will be evaluated on an as-needed basis. The assignment of a light or modified duty position shall not be considered a permanent job placement.

If an employee is released by his or her treating physician to light or modified duty, Human Resources follows up with the department to determine whether the employee can be returned to work in a light duty mode. If the department does not have a light or modified duty assignment for the employee, the employee receives temporary disability payments for industrial injury or illness, and may be eligible for short term disability benefits for nonindustrial injury. The City may assign employees to light duty work in other departments or divisions provided that the work duties are appropriate for the skills of the employee and the work restrictions.

ARTICLE 14. GRIEVANCE PROCEDURE
A. Definition of Grievance
A grievance is defined as an allegation by the Association or an individual covered by the Memorandum of Understanding (MOU) that the City has violated: (a) an express term of the MOU; (b) a written personnel rule or regulation in the City; or (c) an established City policy governing personnel practices or working conditions.

B. Purpose
It is the intent of the parties to deal with and settle grievances informally, promptly and fairly, and at the nearest practical organizational level.

C. Process
In any instance of a grievance, the employee or employees concerned shall first make efforts to resolve such grievance informally with their immediate supervisor within twenty (20) calendar days following the occurrence of the events on which the grievance is based.

1. First Step

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If a mutually satisfactory solution of a grievance is not reached after informal discussion with the immediate supervisor then the aggrieved party shall submit a formal written grievance to the immediate supervisor within five (5) working days. The immediate supervisor must submit a written response within five (5) working days.

2. Second Step
If the grievant is not satisfied with the supervisor’s response, the grievant(s) may advance the grievance to the second level supervisor within five (5) working days. The second level supervisor shall consider the matter and submit a written response within five (5) working days after receiving the grievance.

3. Third Step
If the grievant is not satisfied with the second level supervisor’s response, the grievant may advance the grievance to the Department Head within five (5) working days after receiving the second level supervisor’s response. The Department Head shall consider the matter and submit a written response within five (5) working days after receiving the grievance.

4. Fourth Step
If the grievant is not satisfied with the Department Head’s response the grievant may advance the grievance to the City Manager within five (5) working days after receiving the Department Head’s response. The City Manager (or designate) shall consider the matter, and may hold a hearing at his/her discretion and submit a written response within ten (10) days after receiving the grievance. The decision of the City Manager shall be final.

D. General Provisions

1. Consolidation of Grievances
In order to avoid the necessity of processing numerous similar grievances, a single “class grievance” may be filed by employees who are within a single department. The City also reserves the right to consolidate responses to such grievances.

2. Requirements for Written Grievances
Grievances must contain the following information in order to be considered:

a. the grievant’s name, signature and classification;

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b. a list of those specific policies or MOU provisions alleged to have been violated
c. a statement of the facts and circumstances supporting the grievances;

d. a description of all relief requested; and
e. the address where the grievant wishes the grievance to be postmarked.

3. Receipt of Grievance
A grievance shall be considered “received” within five (5) days of being postmarked to the address specified by the grievant.

4. Time Limitations
If a grievant fails to advance the grievance to the next step, as specified in this procedure, the grievance shall be considered withdrawn. If the City fails to respond within the time specified in this procedure, the grievance shall be considered advanced to the next step. Notwithstanding any provision in this section, any time limit or stage of procedure specified in this section may be waived or modified upon the written consent of all parties involved.

5. Scheduling
During the determination of a grievance herein, there shall be no interruption of scheduled work relating to the grievance. Whenever reasonably feasible, grievances shall be handled during the regularly scheduled working day hours of the parties involved, and at a mutually convenient time for all affected parties.

6. Advances
With the written consent of the City, grievances may be submitted directly at Step 3 or 4 of the grievance procedure.

ARTICLE 15. DISCIPLINE PROCEDURES
The City will follow Department of Labor (DOL) regulations pertaining to FLSA in implementing disciplinary deductions. As used in this section, working day shall refer to the employee’s working day of the party involved (employee, supervisor, Department Head, City Manager and/or their designees), depending upon whose response or action is pending.

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A. For suspensions of three (3) days or less, steps 1-7 shall be followed. Written reprimands are not appealable.

1. The immediate supervisor may meet with an employee to discuss proposed discipline actions after notifying the employee in writing that such a meeting is being held for the purposes of ascertaining whether disciplinary action is appropriate.

2. After any meeting or meeting held under paragraph A.1, the supervisor shall notify the employee of the proposed discipline action by written notice containing the following:
a. A description of the action taken and its effective dates; b. A clear and concise statement of the reasons for such action, including the acts or omissions on which the disciplinary action is based; c. A statement advising the employee of the right to respond, either verbally or in writing, to the authority proposing the action prior to its effective date;
d. A statement that a copy of the materials upon which the action is based is attached or available for inspection upon request; and e. A statement advising the employee of the method and right to appeal and the time within which the appeal must be made.

3. If the employee disagrees with the proposed disciplinary action, he or shall within five (5) working days of the written notice request a meeting with the supervisor recommending discipline to attempt to resolve the issue.

4. The supervisor shall confirm the results of the meeting in a memorandum to the employee. If the employee disagrees with the results, the employee may submit the matter to the employee’s second level supervisor for discussion within five (5) working days from the date of the memorandum.

5. The second level supervisor shall meet with the employee within 10 working days from the date of the appeal. The supervisor shall issue his/her decision in writing within 10 days of the meeting. If the employee disagrees with the supervisor’s decision, the employee may appeal the decision to their Department Head within five (5) working days of the date of the written response from the second level supervisor.

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6. The Department Head shall meet with the employee within 10 working days from the date of the appeal. The Department Head shall issue his/her decision in writing within 10 working days of the meeting. If the employee disagrees with the Department Head’s decision, the employee may appeal the decision to the City Manager within five (5) working days of the date of the written response from the Department Head.

7. The City Manager shall meet with the employee within 10 working days from the date of the appeal. The review at the City Manager’s level is not a full evidentiary hearing. The City Manager (or designate) shall consider the matter, may hold a hearing in his/her discretion, and will submit a written response within ten (10) working days after the hearing is held. If a hearing is not held, the response shall be issued within 10 working days of receiving the appeal.

B. For suspensions for more than three (3) days, demotions or terminations, Steps 1-7 under paragraph A shall be followed, along with the additional steps below:

1. An employee who has been suspended for more than three (3) days, demoted or terminated may appeal the decision of the City Manager, within five (5) working days of receiving the City Manager’s decision. The City Manager shall appoint a hearing officer from State Mediation and Conciliation Service or other such organization whose purpose is to provide a qualified hearing officers who shall conduct an administrative hearing. The City Manager or designee shall consult with the employee’s representative prior to making the appointment. The hearing officer shall be a neutral party from outside the organization.

2. The fees and expenses of the hearing officer and court reporter shall be borne equally by the parties. Other expenses shall be borne by the party incurring them and neither party shall be responsible for the expenses of witnesses called by the other;

3. A party requesting a transcript to the hearing shall bear the cost thereof;

4. The hearing officer shall hold a hearing and make a recommendation to the City Manager to sustain, modify, or reverse the disciplinary decision. A copy of the recommendation will be forwarded to the employee. The City Manager or designee will then issue a final decision within ten (10) working days of receiving the recommendation and may, but is not required, to accept the hearing officer’s recommendation.

5. This procedure does not constitute a waiver by the employee’s representative of its

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right to request a review of the City’s decision in a court of law pursuant to Code of Civil Procedure § 1094.5.

ARTICLE 16. LAYOFF
The City will consult with FGMA on furloughs, voluntary time off (VTO) and/or alternative working schedules as an option to mitigate budget reductions.

A. Statement of Intent
If it becomes necessary for the City to abolish any position, the employee holding such position or employment may be laid off or demoted for purposes such as shortage of funds or shortage of work Such layoffs shall not be considered disciplinary actions for appeal purposes.

B. Notification
Employee to be laid off or demoted shall be given, whenever possible, at least thirty (30) calendar days prior written notice. In lieu of the thirty days written notice, the City may choose to give the laid off employee up to one month’s severance pay. Upon written request of the employee, the department head or designee will approve up to one month’s severance pay for the laid off employee.

C. Vacancy and Demotion
Except as otherwise provided, whenever there is a reduction in the work force, the appointing authority shall first demote to a vacancy, if any, in a lower class for which the employee is qualified. All persons so demoted shall have their names placed on the re- employment list.

When the Director of Human Resources believes that the best interest of the City requires the retention of employees with special qualifications, characteristics, skills and fitness for the work, the Director of Human Resources may prepare a written request to the City Manager to grant an exception to the order of layoff after consultation with representatives of the recognized employee association.

An employee affected by the layoff shall have retreat rights to displace an employee in the same department who has less seniority in a lower class in the same class series or in a lower classification in which the affected employee once had permanent status.

Employees may displace only those employees who have less seniority in the same classification within the City.

D. Seniority
In order to retreat to a lower class an employee must request displacement action in

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writing to the Human Resources Department within five (5) working days of receipt of the notice of layoff.

Employees retreating to a lower or similar class shall be placed at the salary step representing the least loss of pay. In no case shall the salary be increased above that received in the class from which the employee was laid off. Employees retreating to a lower or similar class shall serve a probationary period in the new class unless they have previously successfully completed a probationary period in the class.

E. Employment Status
In each of the positions, employees shall be laid off according to employment status in the following order: temporary, provisional, probationary, and permanent.

Temporary, provisional, and probationary employees shall be laid off according to the needs of the service as determined by the appointing authority.  In cases where there are two or more permanent employees in the class from which the layoff is to be made shall be laid off in inverse order of seniority in City service.

F. Re-employment List
The names of persons laid off or demoted in accordance with these rules shall be Entered upon are-employment list. Such a list shall be used by the appointing authority when a vacancy arises in the same or lower class position before certification is made from the eligible list.

G. Duration of Re-employment List
Names of persons laid off shall be carried on a re- employment list for two (2) years, except that person appointed to permanent position of the same level as that which laid off, shall, upon such appointments, be dropped from the list. Persons who refuse re- employment shall be dropped from the list. Persons re- employed in a lower class shall be continued on the list for a higher position for two (2) years. All persons re-employed after one (1) year shall be required to serve a new probationary period.

ARTICLE 17. NO STRIKE
The Association, on its own behalf and on behalf of the unit employees it represents, agrees that during the term of this MOU, and throughout all periods when there is any effort or procedure underway to arrive at a successor Agreement, and during any period when the

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law prohibits strike activity, there will be no strike, work stoppage, concerted unauthorized absences slow-down, or refusal to cross picket lines of any sort, and that the Association will not directly or indirectly encourage or condone such actions by unit employees.

Any bargaining unit member violating this provision shall be subject to disciplinary action, up to and including termination of employment.

This provision may be specifically enforced in any court of competent jurisdiction.

ARTICLE 18. REASONABLE SUSPICION DRUG TESTING
In addition to employees already covered under the Department of Transportation (DOT) drug and alcohol testing, all FGMA employees will participate in reasonable suspicion drug and alcohol testing, following the reasonable suspicion testing procedure in the City of Fairfield Substance Abuse Policy.

ARTICLE 19. SEPARABILITY AND INTEGRATION
Except as specifically provided herein, if any article or provision of this Agreement, or any portion thereof is in conflict or inconsistent with applicable laws, or otherwise held to be invalid or unenforceable by any tribunal of competent jurisdiction, such article or provisions, or portion thereof shall be suspended and superseded by such applicable law and the remainder of such article, provision, or portion thereof of the Agreement shall not be affected thereby.

ARTICLE 20. OUT OF CLASS PAY
Employees assigned to work out-of-class shall receive a temporary salary upgrade of 5% (calculated on their base rate of pay) on the following conditions:

1. The assignment is made to a higher class that has a 5% or greater pay differential;

2. The assignment requires the employee to perform duties included in the job description for the higher class due to either a temporary vacancy or specific short-term work;

3. The assignment is approved by the affected Department Head, or designee; and,

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4. The 5% increase will take effect following the 14th consecutive calendar day of the out- of-class assignment.

Such temporary assignments are entirely discretionary on the part of the City; no property or other rights may be asserted by grievance or otherwise concerning the City's assignment, reassignment or refusal to assign or reassign employees to an out-of-class position.

The entire period of assignment at the higher acting classification, including the initial work demonstration period, may not exceed 60 working days, except by mutual agreement of the City and the employee. Extensions beyond 60 working days also require pre-approval of the City Manager or his/her designee.

Employees, who are members of FGMA and are given a higher classification acting duty assignment in a classification in another bargaining unit, will continue to have all pay and benefits determined by this MOU.

The City will not circumvent the intent of this section by using a rotation of various employees in two-week increments. Time served when receiving out of class pay does not count towards the employee's probationary period for the higher classification should the employee be subsequently appointed in to that position.

The City of Fairfield and the Fairfield General Managers Association (FGMA) Agree to continue to meet and confer to address FGMA’s concerns regarding long term acting/out of class assignments for its represented employees. The parties further agree to start the meet and confer process as soon as the MOU is adopted by the City Council.

ARTICLE 21. EMERGENCY DUTY PAY
Additional compensation to be paid to FGMA represented employees as follows: to provide compensation for employees who work in the Emergency Operations Center (“EOC”) subject to the conditions described herein to work in the EOC either during a declared Emergency or during annual EOC activations will receive hour-for-hour straight time pay.

The straight time pay will be based on the hourly equivalent of each employee’s annual base salary.

The City agrees to provide compensation for employees who work in the Emergency Operations Center (EOC) anytime an employee is assigned to work in the EOC outside of their normal shift. The compensation will be hour-per-hour Pay, or CTO at the straight time rate. FGMA members can elect CTO or PAY at straight time rate. Employee may cash-out CTO upon request.

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If the employee is subject to call outs and must be onsite to participate in emergencies or special projects, and this time exceeds two (2) hours the employee will be paid straight time overtime until job is completed, or the employee is relieved from duty.

If an employee is assigned for any type of mutual aid for other agencies and are deployed, they will be paid at straight time overtime for the duration of the assignment.

The parties further agree to reconvene in July 2023 and meet and confer on the cost implications of this provision to make sure of its long-term feasibility.

ARTICLE 22. DISPATCH SHIFT COVERAGE PAY
Effective December 8, 2017, Dispatch Supervisors shall be paid at time and one-half at their current step base pay for hours worked in excess of a 40-hour FLSA work week when covering a shift in the Dispatch Center.

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SIGNATURE PAGE FOR MEMORANDUM OF UNDERSTANDING

REACHED BETWEEN

THE REPRESENTATIVES OF THE CITY AND

THE FAIRFIELD GENERAL MANAGEMENT ASSOCIATION
City of Fairfield Fairfield General Management Association _______________________________ ______________________________ David J. Gassaway George ShimboffNigel Browne
Interim City Manager FGMA President
_______________________________ ______________________________ Date Date

Agenda Item No: L.3

AGENDA REPORT
DATE: November 18, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-232 HD Agreements for the Vista Ridge Motel Conversion Approving the Loan Agreement and Regulatory Agreement Between City of Fairfield and Fairfield North Texas Street, LLC, Community Revitalization and Development Corporation, and Danco Communities; and Approving the Standard Agreement Between City of Fairfield and the California Housing and Community Development Department to Support the Rehabilitation of the Property Located at 3331 N. Texas St (Vista Ridge)
Funding Source: N/A
Contact: LaTanya Terrones, (707) 428-7454

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield has been awarded Homekey+ Program funds from the California Department of Housing and Community Development (HCD) to support the acquisition and rehabilitation of the existing hotel property at 3331 N. Texas Street. In order to facilitate the use of these funds and ensure compliance with long-term operational requirements, City Council must approve the Loan Agreement and the Regulatory Agreement and HomeKey+ Standard Agreement with the project’s developer entity and HCD.

DISCUSSION
The State of California established the Homekey+ Program to rapidly expand housing options for individuals and families experiencing or at risk of homelessness. In partnership with development and service providers, the City of Fairfield applied for and successfully secured Homekey+ funding to support the rehabilitation of the Vista Ridge Project, which will provide much-needed permanent supportive housing for homeless households with behavioral health conditions within the community.

The project represents a significant advancement in the City’s ongoing commitment to addressing homelessness and increasing access to safe, stable, and affordable housing.

On January 21, 2025, the council adopted Resolution No. 2025-14, approving the commitment of $1,000,000 from the Local Housing Trust Fund (LHTF) and $535,541 from the Prohousing Incentive Program (PIP) to support the Vista Ridge Project.

On February 4, 2025, the council adopted Resolution No. 2025-25, authorizing submission of a joint application with Danco Group for Homekey+ funding. The joint applicant was later amended to include Fairfield North Texas Street LLC, a California limited liability company, as the Administrative General Partner; Community Revitalization and Development Corporation, a California nonprofit public benefit corporation, as the Managing General Partner; and Danco Communities, a California corporation, as the Limited Partner.

On September 19, 2025, the City received formal notification from HCD that its joint application had been approved for a Homekey+ award of $21,535,540 to support the Vista Ridge Motel Conversion Project.

The City will enter into a 20-year contract with the developer to include 50 Project Based Vouchers, which will provide housing subsidies to the property for a minimum of 20 years. Under the U.S. Department of Housing and Urban Development (HUD) regulations, a Housing Assistance Payments (HAP) contract for Project-Based Vouchers (PBVs) may have an initial term of up to twenty (20) years. The Public Housing Agency (PHA) and the owner may agree to extend the contract for an additional term of up to twenty (20) years, subject to funding availability and continued compliance with program requirements. Extensions are typically pursued to ensure long-term housing affordability, project financial feasibility, and stability for residents. Extending the PBV contract helps maintain the availability of affordable housing units in the community and supports the ongoing success of projects that serve low-income households.

The Project-Based Voucher (PBV) contract will provide approximately $1,065,360 in housing subsidies the initial year, in addition to tenant rent contributions equal to 30% of each resident’s income. Rental income received from the PBV contract and tenant payments will be used to cover the operating costs of the property.

To accept the awarded funds, the City must enter into a Loan Agreement with the developer to formalize the City’s financial commitments to the project. Additionally, the City and the developer will execute a Regulatory Agreement granting the City enforcement authority over all applicable State and local program requirements.

As part of HCD’s funding conditions, the City is also required to execute a Standard Agreement with the State to officially accept the Homekey+ funds and adhere to all associated program requirements.

Project Overview:
 Location: 3331 N. Texas Street, Fairfield, CA (Assessor’s Parcel Number [APN]: 0167-130- 030) Existing Use: 100-room, 3-story hotel
 Proposed Use: Conversion into 51 units of permanent supportive housing (50 units + 1 manager’s unit) with onsite supportive services.

Renovations:
 Reconfiguration of hotel rooms into larger units with kitchenettes  Accessibility upgrades (15% mobility units, 10% communication units)  New supportive service space, community room, property management offices, laundry facilities, and outdoor amenities (basketball court, gazebo, recreation areas)  Energy-efficient systems, new appliances, upgraded Heating, Ventilation, and Air Conditioning (HVAC), and code-compliant life safety improvements  Exterior improvements including resurfaced parking lot, landscaping, fencing, and accessible pathways
Services:

The project will not operate as an assisted living facility but will provide onsite supportive services including health care access, case management, and life skills programs delivered by qualified service providers.

The Developer has entered into an agreement with Caminar, the County’s Coordinated Entry provider, to deliver supportive services to residents of the Vista Ridge Project. Each household will have access to case management services provided by Caminar, which include, but are not limited to, connections to mental health and health care services, eviction prevention collaboration, anger management and conflict resolution support, substance abuse support, and access to food pantry and nutrition resources.

Caminar will dedicate 2.5 full-time equivalent (FTE) staff members onsite at the Vista Ridge property to ensure residents have consistent and timely access to the supportive services available.

Property Operations
The Vista Ridge property will operate as permanent supportive housing for individuals with a behavioral health issue who are at risk of homelessness or unhoused. All tenants must be referred through the County’s Behavioral Health Department, and referrals will be coordinated by Caminar, the County’s Coordinated Entry provider.

Priority for Residency:
 Fairfield residents will receive first priority for available units  Up to 10 units will be reserved for Veterans who meet the established eligibility criteria

Caminar has identified approximately 487 unhoused individuals who meet the priority criteria for this project. All referrals to Vista Ridge will come directly from Caminar. Each adult applicant must comply with and meet both the City of Fairfield’s Project-Based Voucher (PBV) regulations and eligibility requirements as well as the property management’s tenant screening criteria.

A few key Lease Provisions Include:
 The property will operate as a Crime-Free Community, prohibiting residents from engaging in criminal activity and drug-use not permitted by law  24-hour onsite security/property management services will be maintained to address property management needs and ensure resident safety
Loan Agreement:

The City’s participation includes a Loan Agreement that consolidates multiple funding sources to support the project’s rehabilitation and long-term affordability. The total local investment amounts to $23,071,081, comprised of the following:
$500,000 – City Housing Trust Fund (local match contribution) $500,000 – HCD Local Housing Trust Fund (LHTF) Program
$535,541 – HCD Prohousing Designation Program (PIP) Funds $21,535,540 – HCD Homekey+ Funds
The Loan Agreement establishes the City’s financial participation, repayment structure, and conditions for affordability compliance throughout the loan term. These funds will be structured as a residual receipt loan, ensuring that repayment is based on available cash flow after operational expenses, and will remain secured by a deed of trust on the property. Full repayment of the loan will be due on the earlier to occur of (i) transfer of all or any interest in borrower, other than as permitted by the City, (ii) an uncured default under the loan, or (iii) 55 years after the date, a final certificate of occupancy is issued for the project. The City Loan shall bear simple interest at the rate of three percent (3%) per annum, commencing upon the date of the first disbursement of the City Loan. The City will subordinate its Deed of Trust securing the City’s loan to the project’s construction and permanent financing.

Regulatory Agreement:

As a condition of receiving this financing, the City must also approve a Regulatory Agreement.

This agreement governs long-term affordability, supportive housing, and operational standards for a minimum of 55 years from issuance of a certificate of occupancy for the project. This Agreement will be senior to all other encumbrances on the property.

Key compliance requirements include:
 The project must operate as permanent supportive housing for a minimum of 55 Years  Units must remain affordable to the designated income levels  The project must maintain qualified on-site management and participate in annual monitoring for compliance

 The property must remain in decent, safe, and habitable condition, with both interior and exterior maintenance standards enforced
 The site must maintain compliance with City codes, crime prevention standards, and applicable state and federal regulations
 The project must comply with program requirements of the funding sources The Regulatory Agreement grants the City the authority to take corrective action in the event of noncompliance to ensure the continued integrity of the project and adherence to program standards.

FINANCIAL IMPACT
There is no impact on the City’s General Fund. Funding for the project is derived from dedicated housing resources, including the City’s Housing Trust Fund and State housing grant programs administered by HCD.

Administrative and monitoring responsibilities will be managed by the Housing Services Division and supported through allowable program funds or existing housing resources. Staff time associated with loan oversight and compliance monitoring will be absorbed within current capacity.

The City’s loan to the project is structured as a residual receipts loan, meaning repayment is contingent upon the property generating surplus cash flow after all approved operating expenses and reserve requirements have been met. As such, the City is unable to estimate whether annual loan payments will be received, as these payments depend on the project’s financial performance.

The City will monitor the project annually to determine if residual receipts are available. Any residual receipts received by the City will be used to support ongoing monitoring and compliance activities associated with the implementation of the project’s regulatory agreement.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
This item was publicly noticed in accordance with the Brown Act.

ALTERNATIVE ACTION
The council may choose not to approve the Loan Agreement and Regulatory Agreement.

However, doing so would jeopardize the City’s participation in the Homekey+ Vista Ridge Project, resulting in the potential loss of $21,535,540 in state housing funds and delaying the delivery of urgently needed supportive housing units.

COORDINATED WITH
City Attorney’s Office and City Manager’s Office

STAFF CONTACT
LaTanya Terrones, Sr. Project Manager
(707) 428-7454
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Vista Ridge Proposed Loan Agreement
Attachment 4: Vista Ridge Proposed Regulatory Agreement Attachment 5: Vista Ridge Proposed Deed of Trust
Attachment 6: Vista Ridge Proposed Promissory Note
Attachment 7: Vista Ridge Proposed Subordination Agreement Attachment 8: HCD Standard Agreement Exhibits

CITY OF FAIRFIELD
RESOLUTION NO. 2025-232

APPROVING THE LOAN AGREEMENT AND REGULATORY AGREEMENT BETWEEN CITY OF

FAIRFIELD AND FAIRFIELD NORTH TEXAS STREET, LLC, THE COMMUNITY REVITALIZATION AND DEVELOPMENT CORPORATION, AND DANCO COMMUNITIES; AND APPROVING THE

STANDARD AGREEMENT BETWEEN CITY OF FAIRFIELD AND THE CALIFORNIA HOUSING AND

COMMUNITY DEVELOPMENT DEPARTMENT TO SUPPORT THE REHABILITATION OF THE PROPERTY LOCATED AT 3331 N. TEXAS STREET (VISTA RIDGE)
WHEREAS, the State of California, through the Department of Housing and Community Development (HCD), established the Homekey+ Program to provide funding to local governments to create and sustain housing for individuals and families experiencing homelessness or at risk of homelessness with behavioral health issues; and WHEREAS, the City of Fairfield, in partnership with Fairfield North Texas Street, LLC, was awarded Homekey+ funds to support the acquisition and rehabilitation of the existing hotel property located at 3331 N. Texas Street, to be known as the Vista Ridge Project; and WHEREAS, the Vista Ridge Project will convert the existing 100-room hotel into 51 units of permanent supportive housing, including one on-site manager’s unit, with onsite supportive services designed to promote housing stability and resident well-being; and WHEREAS, the City’s participation in the project includes a Loan Agreement totaling $23,071,081, consisting of: $500,000 from the City’s local Housing Trust Fund (match contribution), $500,000 from the HCD Local Housing Trust Fund (LHTF) Program, $535,541 from HCD Prohousing Incentive Program (PIP) funds, and $21,535,540 from HCD Homekey+ Program funds; and WHEREAS, the Loan Agreement establishes the City’s financial participation, loan repayment structure, and affordability covenants to ensure long-term benefit to low-income households; and
WHEREAS, as a condition of participation in the Homekey+ Program, the City is required to execute a Standard Agreement with HCD, which governs the distribution and use of Homekey+ funds; and
WHEREAS, the Regulatory Agreement provides the City and HCD with oversight authority and ensures that the property remains in decent, safe, and habitable condition while continuing to serve as permanent supportive housing consistent with state and local housing objectives; and WHEREAS, approval of the Loan Agreement and Regulatory Agreement is necessary to ensure compliance with state program requirements, secure project funding, and advance the City’s

RES. NO. 2025-232

commitment to increasing affordable and supportive housing opportunities within the community.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. Approval of the Standard Agreement with HCD for the Vista Ridge Project, and the Loan Agreement and Regulatory Agreement with the development entity are exempt from the requirements of the California Environmental Quality Act (Public Resource Code Section 21000 et seq.) pursuant to Health & Safety Code Section 50675.1.5.

Section 2. Approve the Loan Agreement and Regulatory Agreement between the City of Fairfield and the project development entity for the Vista Ridge Project, in total amount of $23,071,081, consisting of funding from the City’s Housing Trust Fund, the HCD Local Housing Trust Fund Program, and HCD Prohousing Incentive Program funds, and Homekey+ Program funds.

Section 3. Approve the Standard Agreement with HCD for the Vista Ridge Project.

Section 4. Approve the Subordination Agreements subordinating the City Loan Agreement Deed of Trust to the Banc of California construction bridge and permanent loan and subordinating the City Loan Agreement Deed of Trust and Banc of California Deed of Trust to the City Regulatory Agreement.

Section 5. Authorize the city manager, or their designee, to make non substantive revisions to the Loan Agreement, Regulatory Agreement, HCD Standard Agreement, and Subordination Agreements, subject to approval by the city attorney.

Section 6. Authorize the city manager, or their designee, to execute the Loan Agreement, Regulatory Agreement, HCD Standard Agreement, Subordination Agreements and any related documents necessary to carry out the intent of this resolution, subject to approval by the city attorney.

RES. NO. 2025-232

PASSED AND ADOPTED this 18th day of November 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________ _________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

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DEVELOPMENT LOAN AGREEMENT
(Local Housing Trust Fund, Prohousing Incentive Program, Homekey+) by and between the

CITY OF FAIRFIELD
and

FAIRFIELD NORTH TEXAS STREET LP

TABLE OF CONTENTS
Page
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1. DEFINITIONS..................................................................................................................2

1.1 Definitions.............................................................................................................2

2. LOAN AGREEMENT......................................................................................................7

2.1 Loan. .....................................................................................................................7

2.2 Use of Funds. ........................................................................................................7

2.3 Repayment of Loan...............................................................................................7

2.4 City Conditions Precedent to Construction Closing and Disbursement. .......................................................................................................7

2.5 Process for Disbursement of Loan Proceeds. .......................................................9

2.6 City Not Liable. ..................................................................................................10

2.7 HCD Amendments..............................................................................................10

3. DEVELOPMENT COVENANTS..................................................................................10

3.1 Environmental Review........................................................................................10

3.2 Development of the Project. ...............................................................................11

3.3 City’s Right to Review Plans and Specifications. ..............................................11

3.4 Construction Contract. ........................................................................................11

3.5 Costs of Entitlement, Development and Construction; Prevailing Wages..................................................................................................................12

3.6 Rights of Access and Inspection. ........................................................................12

3.7 Local, State and Federal Laws. ...........................................................................12

3.8 Governmental Permits and Approvals. ...............................................................12

3.9 No Discrimination During Construction.............................................................12

3.10 Taxes, Assessments, Encumbrances and Liens. .................................................12

3.11 No Agency Created.............................................................................................13

3.12 Certificate of Completion. ..................................................................................13

3.13 Capital Replacement Reserve. ............................................................................13

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS. ...........................13

4.1 Restrictions on Transfer of Developer’s Rights and Obligations. ......................13

4.2 Holders of Deeds of Trust...................................................................................14

4.3 Rights of Holders. ...............................................................................................14

4.4 In any case where the applicable Holder, having first exercised its option to construct, has not proceeded diligently with the completion of construction after first exercising such option, City shall be afforded those rights against such Holder it would otherwise have against the Developer under this Agreement. .....................................................14

4.5 Noninterference with Holders.............................................................................14

4.6 Right of City to Cure...........................................................................................15

4.7 Right of City to Satisfy Other Liens. ..................................................................15

5. DEFAULT, REMEDIES AND TERMINATION..........................................................15

TABLE OF CONTENTS (cont.)
Page
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5.1 Defaults...............................................................................................................15

5.2 Remedies.............................................................................................................16

5.3 No Personal Liability. .........................................................................................16

5.4 Rights and Remedies are Cumulative.................................................................16

5.5 Inaction Not a Waiver of Default........................................................................17

5.6 Force Majeure. ....................................................................................................17

6. INSURANCE; INDEMNITY.........................................................................................17

6.1 Insurance.............................................................................................................17

6.2 Indemnity. ...........................................................................................................18

7. REPRESENTATIONS AND WARRANTIES...............................................................19

7.1 Developer Representations. ................................................................................19

8. GENERAL PROVISIONS. ............................................................................................20

8.1 Notices. ...............................................................................................................20

8.2 Construction........................................................................................................20

8.3 Interpretation.......................................................................................................20

8.4 Time of the Essence............................................................................................20

8.5 Warranty Against Payment of Consideration for Agreement.............................21

8.6 Attorneys’ Fees. ..................................................................................................21

8.7 Entire Agreement................................................................................................21

8.8 Severability. ........................................................................................................21

8.9 No Third Party Beneficiaries. .............................................................................21

8.10 Governing Law; Jurisdiction; Service of Process...............................................21

8.11 Survival...............................................................................................................21

8.12 City Actions. .......................................................................................................21

8.13 Counterparts........................................................................................................22

TABLE OF EXHIBITS
EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY
EXHIBIT “B” RESERVED
EXHIBIT “C” FORM OF CITY LOAN PROMISSORY NOTE
EXHIBIT “D” FORM OF CITY LOAN DEED OF TRUST
EXHIBIT “E” SCHEDULE OF PERFORMANCE
EXHIBIT “F” SCOPE OF DEVELOPMENT
EXHIBIT “G” FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS EXHIBIT “H” FORM OF AFFORDABILITY RESTRICTIONS AND REGULATORY

AGREEMENT
EXHIBIT “I” FORM OF CERTIFICATE OF COMPLETION
EXHIBIT “J” BASE PROJECT FINANCING SUMMARY

S-1
City Loan Agreement
(Vista Ridge)
2348\02\4084990.5

DEVELOPMENT LOAN AGREEMENT
THIS DEVELOPMENT LOAN AGREEMENT (the “Agreement” ) is dated as of ____, 2025 and is entered into by and between the CITY OF FAIRFIELD (the “City”), and FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership (“Developer”). Collectively, the City and Developer are referred to as the Parties, or individually as a Party.

RECITALS
A. On February 4, 2025, the City Council for the City of Fairfield (the “City Council”) authorized the City, in collaboration with Developer, to submit an application for Homekey+ funding (“Homekey”) in response to the California Department of Housing and Community Development (“HCD”)’s November 26, 2024 issuance of a Notice of Funding Availability (NOFA), as amended on January 7, 2025 and August 7, 2025.

B. On October 2, 2024, Developer entered into a purchase and sale agreement to acquire and rehabilitate the SureStay Hotel located at 3331 N. Texas Street, in the City of Fairfield, California, as more particularly described in Exhibit “A” (the “Property”).

C. Developer intends to renovate, rehabilitate, and convert an existing three (3) story, one hundred (100) room hotel into approximately fifty (50) units of permanent supportive housing and one (1) manager’s unit (the “Project”). Except for the manager’s unit, one hundred percent (100%) of the residential units shall be affordable to affordable to households making at or below thirty percent (30%) of area median income for Solano County for a minimum of fifty-five (55) years from the certificate of occupancy. The Project affordability restrictions and the maximum monthly rent for residential units shall be governed by the City Regulatory Agreement. The Project also includes on-site offices and amenity spaces and outdoor amenities. Each room will have kitchenettes and indoor amenities include lounges, laundry room, manager’s office, security office, and a large community room.

D. On September 19, 2025, HCD issued a conditional award to the Project of Twenty-One Million, Five-Hundred Thirty-Five Thousand, Five Hundred Forty Dollars ($21,535,540), which funds are for acquisition and rehabilitation of the Property. The City intends to loan these funds to the Project. The Parties have or will enter into that certain Standard Agreement with HCD, dated ____ (the “Homekey Standard Agreement”). The Homekey funds must be used in a manner consistent with Health and Safety Code Section 50675.1.3, the NOFA, the California Multifamily Housing Program (MHP) and MHP Final Guidelines dated June 19, 2019, and the Homekey Standard Agreement (the “Homekey Requirements”).

E. On January 21, 2025, in connection with the application to the Homekey Program, the City Council approved funding which may be used towards acquisition and the development of the Project commitments, including One Million Dollars ($1,000,000) of Fairfield Housing Trust Fund (“FHTF”) funds governed by Ordinance No. 2021-24 passed by the City Council of the City of Fairfield on January 18, 2022; and on January 21, 2025, the City Council passed Resolution 2025-14 HD Danco Homes, LLC Allocation of Local Housing Trust Funds and approved Five Hundred Thirty-Five

-2-
City Loan Agreement
(Vista Ridge)
2348\02\4084990.5
Thousand, Five Hundred Forty-One Dollars ($535,541) in Prohousing Incentive Program (“PIP”) funds. The FHTF funds are comprised of Five Hundred Thousand Dollars ($500,000) from HCD Local Housing Trust Fund (“LHTF”) Program and a Five Hundred Thousand Dollar ($500,000) City match.

F. The City was awarded HCD LHTF Program funds. The LHTF funds must be used in a manner consistent with the [_____] Local Housing Trust Fund Program Notice of Funding Availability published by HCD on [____], and HCD Standard Agreement entered into on [_______], Health and Safety Code Sections 50842.2 and 50843.5, and the Local Housing Trust Fund Program 2020 Final Guidelines published by HCD (the “LHTF Requirements”).

G. The City was awarded Prohousing Incentive (“PIP”) Program funds, pursuant to Health and Safety Code Section 50470(2)(C)(i) which authorized the Prohousing Incentive Pilot Program grant. The PIP funds must be used in accordance with the Prohousing Incentive Program Guidelines issued by HCD in August 2024 (the “PIP Guidelines”).

H. Concurrently with this Agreement, a City Loan Promissory Note will be executed by Developer evidencing the loan. In addition, a City Loan Deed of Trust and a City Regulatory Agreement will be recorded as a lien and encumbrance against Developer’s interest in the Property. These instruments are intended to secure the City’s continuing interest as a governmental entity in the affordability of project units, as well as to secure performance of other covenants contained in these agreements.

I. Developer has received a commitment from the Fairfield Housing Authority for fifty (50) project based vouchers to provide rental assistance.

J. Developer has received a commitment from Banc of California for a construction bridge loan and permanent Project loan in the approximate amount of Three Million Two Hundred Thirty-Five Thousand Three Hundred Ninety-Seven Dollars ($3,235,397).

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS.

1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below:

1.1.1 “Affiliated Person” means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member.

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1.1.2 “Agreement” means this Development Loan Agreement.

1.1.3 “Base Project Financing Summary” means the summary of the Project financing showing current estimated total development cost and City financial contribution attached hereto as Exhibit “J”.

1.1.4 “Building Permit” means, collectively, any and all permits necessary to construct the Project that would be issued by the City.

1.1.5 “Capital Replacement Reserve” means a reserve fund to be established by the Developer pursuant to Section 3.13 hereof.

1.1.6 “Certificate of Completion” means the certificate described in Section 3.12.

1.1.7 “City Manager” means the City Manager of the City or their designee.

1.1.8 “City Regulatory Agreement” means the City Regulatory Agreement attached hereto as Exhibit “H”, by and between the City and Developer for purposes of ensuring that the Project shall be operated as an affordable supportive housing residential development in accordance with the terms of this Agreement, the LHTF Requirements, PIP Guidelines, and Homekey Requirements.

1.1.9 “Construction Contract” is defined in Section 3.4.

1.1.10 “Construction Closing” means the date upon which all financing necessary for the acquisition of the Property and rehabilitation of the Improvements on the Property closes, as listed in Exhibit “J”, of this Agreement and any deeds of trust related to such financing, are recorded against the Property.

1.1.11 “Debt Service” means required debt service payments under the Senior Project Loan (which will not require payments based on Residual Receipts or any similar concept) and reserve deposits, compliance monitoring fees and any mandatory payments (excluding any payments based on Residual Receipts or any similar concept) required by any Lender with a Permitted Security Instrument.

1.1.12 “Default” is defined in Section 5.1.

1.1.13 “Force Majeure Delay” is defined in Section 5.6.

1.1.14 “General Contractor” is defined in Section 3.4.

1.1.15 “Gross Revenues” means the sum of: the total rental income and all other revenues or income received by the Developer or its successors or assigns in connection with the Project, including without limitation Housing Rent, laundry charges or consideration received from an entity that contracts to provide laundry services, payments in connection with Section 8

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certificates or project-based vouchers, if any (including payments under such certificates that are in excess of the restricted rents provided for herein), cable income or consideration received from an entity that contracts to provide cable services, and each of (i) amounts paid to Developer on account of Operating Expenses for further disbursement by Developer to a third party or parties; (ii) late charges and interest paid on rentals; (iii) rents and receipts from licenses, concessions, vending machines, coin laundry, and similar sources; (iv) other fees, charges, or payments not denominated as rental but payable to Developer in connection with the rental of office, retail, storage, or other space in the Project; (v) consideration received in whole or in part for the cancellation, modification, extension or renewal of leases; (vi) interest and other investment earnings on security deposits, reserve accounts and other Project accounts to the extent disbursed and not added to the respective account or, in the case of reserve accounts, used to pay for repairs, capital improvements or to fund operating deficits, (vii) grants, but only to the extent they are used to pay Operating Expenses or Debt Service, and (viii) all other income from the Project, but does not include insurance proceeds applied to reconstruct or repair the Project.

1.1.16 “Holder” is defined in Section 4.2.

1.1.17 “Housing Rent” means the total of payments by the tenants of the Project for (a) use and occupancy of their rental unit and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits (until they are applied), and (c) a reasonable allowance for utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity and gas, provided that the rent charged as to any affordable unit shall not exceed the affordable rent described in the City Regulatory Agreement.

1.1.18 “Improvements” means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Property, as described in the Scope of Development.

1.1.19 “Institutional Lender” means any reputable, established and creditworthy bank (State or Federal), savings bank (State or Federal), trust company, insurance company, credit union, 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 or State agency or nonprofit lender regularly making or guaranteeing mortgage loans, investment bank or Fortune 500 company, or any combination of, any one or more of the entities described above.

1.1.20 “Lender” means the holder of any Security Instrument and such holder’s successors and assigns.

1.1.21 “Loan Documents” means the documents, instruments and agreements evidencing and securing the City Loan including, but not limited to, this Agreement, the City Loan Promissory Note, a form of which is attached hereto as Exhibit “C”, the City Loan Deed of Trust, a form of which is attached hereto as Exhibit “D”, and the City Regulatory Agreement, a form of which is attached hereto as Exhibit “H”.

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1.1.22 “Operating Expenses” means actual, reasonable and customary costs, fees and expenses directly incurred and for which payment has been made and which are attributable to the operation, maintenance, and management of the Project (but not any capital replacement reserves or other reserves, expenditures or capital), including without limitation the following (to the extent actual, reasonable and customary, and attributable to the operation, maintenance or management of the Project): painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; sewer charges; real and personal property taxes and assessments; insurance premiums; security; advertising, promotion and publicity; office, janitorial, cleaning and building supplies; actual and customary salary payable to on-site staff which directly and exclusively benefits residents of the Project; reasonable current and accrued partnership and asset management fees, if required by Developer’s partnership agreement, with annual earnings not to exceed $25,000, increased by 3.5% each January 1st, for the general partners; a property management fee (“Management Fee”) to a property manager of not to exceed [of no more than six (6%) of effective gross income, plus $9.50 per unit] per month for bookkeeping fees; purchase, repairs, servicing and installation of appliances, equipment, fixtures and furnishings; reasonable and customary fees and expenses of accountants, attorneys, consultants and other professionals as incurred commencing after the completion of the Project (as evidenced by the issuance by the City of a certificate of occupancy) in connection with the operation of the Project; deposits to reserves from operating cash, as required by the Developer’s partnership agreement or any lender, or as reasonably necessary for the financial sustainability of the Project as determined by the Developer and approved by the City or the lender for the Senior Project Loan (such approval may be provided in the form of an approved annual Project Budget); payments of deductibles in connection with casualty insurance claims not normally paid from reserves; resident services, repayment of advances or loans from the general partner or its affiliates used for fund operating costs/deficits; and deferred developer fees. The Operating Expenses shall not include non-cash expenses, including without limitation, depreciation. Operating Expenses shall also exclude all of the following: (i) salaries of employees of Developer or Developer’s general overhead expenses, or expenses, costs and fees paid to an Affiliated Person, except as set forth above; (ii) any amounts paid directly by a tenant of the Project which, if incurred by Developer, would be Operating Expenses; (iii) optional or elective payments with respect to the Senior Project Loan or any other loan; (iv) Debt Service; (v) expenses, expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to completion of the Project, or any portion thereof, including, without limitation, all predevelopment and preconstruction activities conducted by Developer in connection with the Project, including, without limitation, the preparation of all plans and the performance of any tests, studies, investigations or other work, and the construction of the Project and any on site or off site work in connection therewith; (vi) depreciation, amortization, and accrued principal and interest expense on deferred debt; and (vii) any partnership internal fees except as set forth above. The Operating Expenses shall be reported in the Annual Financial Statement and Residual Receipts Report and shall be described in line-item format and detail.

1.1.23 “Party” means any party to this Agreement, and “Parties” means all parties to this Agreement.

1.1.24 “Permitted Security Instrument” means any Security Instrument (a) that encumbers only the Project; (b) a copy of which, together with the related loan documents, is promptly after execution delivered to City, (c) that is held by a Lender that is an Institutional

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Lender or by an affiliate of the Developer, and (d) only secures the repayment of money used to pay or reimburse the Total Development Costs or any Refinancing permitted by this Agreement.

1.1.25 “Plans and Specifications” means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project.

1.1.26 “Project” is defined in Recital C.

1.1.27 “Project Budget” is defined in Section 2.4.1.

1.1.28 “Refinancing” means any loan secured by a Permitted Security Instrument that Developer obtains to pay off all or a portion of an existing loan secured by a Permitted Security Instrument and costs in connection with such a loan.

1.1.29 “Residual Receipts” for a particular Operating Year means Gross Revenues for the corresponding Operating Year less Operating Expenses. All calculations of Residual Receipts shall be made annually, on or before July 1 for the preceding Operating Year, the components thereof shall be subject to verification and approval, on an annual basis, based upon conformity with the terms of this Agreement and the City Loan Promissory Note, by City.

1.1.30 “Schedule of Performance” means the schedule attached hereto as Exhibit “E”.

1.1.31 “Scope of Development” means the description attached hereto as Exhibit “F”.

1.1.32 “Senior Project Loan” means the loan or loans that Developer obtains from an Institutional Lender in an amount that is sufficient to pay and the proceeds of which are to be used and applied solely to pay (a) the reasonable costs of obtaining such loan, and (b) all or a portion of the Total Project Costs. Such loan shall provide for normal and customary disbursement controls for the payment of Total Project Costs as construction of the Project progresses and normal and customary fees and expenses for a loan of similar size and purpose.

Such loan may also provide for a portion of the loan to convert to a permanent loan status following completion of the Project. Any refinancing of a Senior Project Loan that either (i) does not exceed the outstanding principal balance of the loan refinanced plus refinancing loan closing costs or (ii) has Debt Service which does not exceed the Debt Service on the loan being refinanced or (iii) constitutes a “takeout” loan at conversion to the permanent phase, shall also be a Senior Project Loan

1.1.33 “Total Project Costs” means all hard and soft costs of the construction of the Project, including land costs and carry costs, as set forth in the Project Budget.

1.1.34 “Transfer” is defined in Section 4.1.

1.1.35 “Transferee” is defined in Section 4.1.

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2. LOAN AGREEMENT.

2.1 Loan. City shall make a loan to Developer in the amount of Twenty-Three Million, Seventy-One Thousand, Eighty-One Dollars and no/100 ($23,071,081.00) (the “City Loan”), consisting of a $1,000,000 from LHTF funds, $535,541 PIP funds, and $21,535,540 Homekey funds. The City Loan shall be evidenced by and repayable in accordance with the promissory note (“City Loan Promissory Note”) attached hereto as Exhibit “C”.

The City Loan Promissory Note shall be secured by a deed of trust on the Project in the form attached hereto as Exhibit “D” (“City Loan Deed of Trust”) and a City Regulatory Agreement on the Project in the form attached hereto as Exhibit “H”. The City shall reasonably subordinate the City Loan Deed of Trust to the deed of trust securing the Senior Project Loan by a reasonable subordination agreement approved by the Executive Director. The City Regulatory Agreement shall not be subordinated. The City Loan shall be repaid with Residual Receipts, as described in the City Loan Promissory Note.

On or before July 1 of each calendar year commencing in the first year following receipt of a certificate of occupancy for the Project, Developer shall provide the City with an annual Residual Receipts report in form and substance reasonably acceptable to City that includes annual financial statements with respect to the Project that have been reviewed by an independent certified public accountant, together with an express written opinion of such independent certified public accountant that such report presents the financial position, results of operations and cash flows of the Project accurately and in accordance with tax accounting principles (“Annual Financial Report”). In the event the Residual Receipts reported or paid deviate by three percent (3%) or more from that amount determined to be owing upon review of Developer’s submittal and an audit (and the City shall have the right to audit), Developer shall reimburse City for its cost to review and shall pay the amounts owing.

2.2 Use of Funds. City Loan funds may be used only for the acquisition and rehabilitation of the Project in accordance with the Scope of Development attached hereto as Exhibit “F”, the Homekey Requirements, LHTF Requirements, and PIP Guidelines, and the approved Project Budget.

2.3 Repayment of Loan. The City Loan shall be repaid from Residual Receipts in accordance with the City Loan Promissory Note. The entire unpaid balance of the City Loan shall be due and payable in full at the earlier of (i) transfer of all or any interest in Developer, other than a Permitted Transfer; (ii) a Default under this Agreement or any of the Loan Documents; or (iii) that date that is fifty-five (55) years after the date a final certificate of occupancy is issued for the Project. The City Loan shall bear simple interest at the rate of three percent (3%) per annum, commencing upon the date of the first disbursement of the City Loan.

2.4 City Conditions Precedent to Construction Closing and Disbursement. The City Loan proceeds will be disbursed through periodic payments in accordance with Section 2.5, below. The City is not obligated to disburse any portion of the City Loan funds, or to take any other action under the Loan Documents, and the Construction Closing may not occur unless all of the following conditions have been and continue to be satisfied (or there is express written waiver by the City Manager) (collectively, the “City Conditions”), subject to City having received the Homekey funds from HCD:

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2.4.1 There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Agreement, or under any other agreement between the City and Borrower.

2.4.2 Borrower holds a fee interest in title to the Property or is acquiring a fee interest in title to the Property simultaneously with the Construction Closing.

2.4.3 Developer shall have submitted to the City Manager, and the City Manager shall have approved, a comprehensive project budget, showing line items for each type of expenditure and the applicable sources of funds, together with a copy of all commitments obtained by the Developer for acquisition financing, construction financing, permanent financing, and other financing from external sources (including deferred Developer fees) to assist in financing the acquisition and development of the Project, certified by the Developer to be true and correct, and financial projections (or other evidence in a form satisfactory to the City) demonstrating that the Developer has sufficient additional capital funds (i.e., “equity”) available and is committing such funds (and/or deferring development or other fees) to cover the difference, if any, between costs of development of the Project and the funds available to the Developer to acquire the Property and construct the Improvements (the “Project Budget”).

2.4.4 The Developer shall have delivered to the City a copy of the loan documents for the Senior Project Loan, financial terms of which must be consistent with the Project Budget.

2.4.5 The Senior Project Loan and all other loans necessary to finance construction of the Improvements shall close prior to or concurrently with the City Loan.

2.4.6 The City Manager shall have approved the executed Construction Contract for the Project, as provided in Section 3.4 hereof.

2.4.7 The Developer shall have submitted to the City Manager a description of the legal and ownership structure of the Developer and the City Manager shall have approved such entity and documents.

2.4.8 The City shall have received evidence acceptable to the City Manager demonstrating the insurance required by Section 6.1 of this Agreement shall be in effect.

2.4.9 All conditions to the issuance of the Building Permit shall have been approved/issued and a “permit ready” letter shall have been issued by the City (and any permit fees, shall be paid at or immediately following disbursement of City Loan).

2.4.10 The Developer shall have provided evidence to the City that the Developer’s general contractor is experienced, creditworthy and able to construct and complete the Project (pursuant to the Construction Contract) and evidence that the obligations of Developer’s general contractor to construct the Project have been bonded, for the express benefit of Developer, Developer’s construction lender, and the City. If the bonding requirement applies, Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AlA form A311 or A312), issued by a surety admitted to issue

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insurance in the State of California and otherwise acceptable to the City Manager, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular. All of the foregoing shall be satisfactory in form and substance to the City Manager.

2.4.11 Subject to expiration of any applicable cure period, Developer shall not be in default of any of its obligations under the terms of the Loan Documents.

2.4.12 Developer shall have delivered to the City the executed City Regulatory Agreement, City Loan Promissory Note, and City Loan Deed of Trust and the City Loan Deed of Trust and City Regulatory Agreement shall be recorded against the Property concurrently with the Construction Closing.

2.4.13 Developer has caused a title insurance company acceptable to the City to deliver a binding commitment to issue a lender’s policy of Title Insurance with any endorsements the City may reasonably require, insuring the City in the principal amount of the City Loan, of the validity and priority of the Deed of Trust, subject only to liens and matters of record approved by the City in writing, and showing title of the Property in the name of Developer.

2.4.14 Developer shall have provided the City with a copy of the resolution of Developer approving and authorizing execution of this Agreement and all documents contemplated hereby on behalf of Developer and with such other documentation required by the City regarding Developer’s creation, status and authority to enter into this transaction.

2.4.15 Developer shall have provided City with a certificate showing it to be in good standing under the laws of the State of California.

2.4.16 All of the representations and warranties made by Developer in this Agreement and in the City Loan Note, the City Loan Deed of Trust, and the City Regulatory Agreement shall be true and correct in all material respects as of the date of the disbursement.

2.4.17 Developer shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement.

2.5 Process for Disbursement of Loan Proceeds. The City will approve draw down of the proceeds of the Loan by Developer based on Development costs actually incurred or reasonably expected to be incurred, as evidenced by a written draw request which shall include sufficient detail and include sufficient supporting documentation to permit the City to confirm that the request is consistent with this Agreement.

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City Loan Agreement
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2.5.1.1 A draw request for up to Fifteen Million Dollars ($15,000,000) may be submitted to the City for disbursement at Construction Closing to be applied to cost of the acquisition of the Property.

2.5.2 Subsequent draw requests shall not be submitted by Developer more frequently than one time each calendar month and must contain sufficient supporting documentation to permit the City to confirm that the work to be funded by the draw request has been performed, or if yet performed, Developer shall submit a detailed invoice of costs related to the work for which the draw is requested, evidence of payment of the invoiced costs within ten (10) days following the City’s disbursement. Draw requests should be presented on a draw request form acceptable to the City and include the following: 1) updated schedule of values; 2) invoices and receipts; 3) lien waivers; 4) change orders, if any; 5) progress reports or photos concerning the work paid for with the City Loan; and 6) inspection reports from a third party inspector.

2.6 City Not Liable. In no event shall the City be liable to any third person, including but not limited to Senior Project Lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of the City hereunder, including without limitation, failure or delay in making any disbursement of City Loan funds, except to the extent of the City’s gross negligence or willful misconduct.

2.7 HCD Amendments. Developer acknowledges that HCD may require additional modifications to the Loan Documents in connection with the LHTF funds, PIP funds, or Homekey funds. In the event HCD requires amendments to the Loan Documents before it is willing to transmit to the City the award of Homekey funds, Developer shall approve such changes.

HCD refusal to disburse Homekey funds to the City on account of the Loan Documents shall not constitute an instance of gross negligence or willful misconduct of City, and may not be asserted as such by Developer or any third party.

3. DEVELOPMENT COVENANTS.

3.1 Environmental Review. Environmental analyses required under the California Environmental Quality Act (Pub. Res. Code § 21000 et seq.)(“CEQA”) has been completed. The Parties acknowledge that the City of Fairfield, acting as the lead agency, has determined that the Project is exempt from CEQA pursuant to Public Resources Code Section Health and Safety Code Section 50675.1.5. The parties acknowledge that no development of the Property will occur unless and until environmental analyses required under the National Environmental Policy Act (42 U.S.C. § 4321 et seq.) (“NEPA”) has been completed to inform the parties of the potential environmental effects of development, and alternatives and mitigation measures therefore. The Parties further acknowledge that the parties retain the discretion to modify Project as may be necessary to comply with NEPA, select other feasible alternatives to avoid significant environmental effects identified during the NEPA processes, balance the benefits of any proposed development against any significant environmental effects prior to taking final action if such significant effects cannot otherwise be avoided, and/or determine not to proceed with any proposed development. Developer shall not take any action to construct or install anything for or in relation to the Project until NEPA review has been completed. Developer acknowledges that approval or disapproval of the Project following completion of the environmental review process is within the sole, complete, unfettered, and absolute discretion of the City without limitation by

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or consideration of the terms of this Agreement. In addition, Developer acknowledges that any required approvals by any other local, state or federal agency may require additional environmental review, and that any approval by the City shall not bind any other local, state or federal agency to approve the Project pursuant to the City’s environmental review. NEPA clearance was completed on February 14, 2025.

3.2 Development of the Project. Developer shall develop the Project in accordance with the Scope of Development, the Schedule of Performance, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City, the Plans and Specifications, and all other terms, conditions and requirements of this Agreement. Developer shall comply with the Schedule of Performance in a timely manner. Until a Certificate of Completion is issued, the Developer shall provide the City with quarterly written, detailed progress reports regarding the status of the construction of the Improvements.

3.3 City’s Right to Review Plans and Specifications. In connection with construction of the Project, Developer shall comply in all material respects with Plans and Specifications approved by the City. Developer shall deliver a copy of the Plans and Specifications for the Improvements submitted to the City Department of Community Development to the City, in its proprietary capacity (i.e., its capacity as a party to this contract, as opposed to its governmental capacity) for its review to ensure that the Improvements are constructed in accordance with the Scope of Development and the other applicable provisions of this Agreement. .

3.4 Construction Contract. Developer shall retain one or more reputable and financially responsible general contractors (each, a “General Contractor”) to undertake the construction of the Project. Each General Contractor shall be acceptable to and approved in writing by the City Manager (in the exercise of their reasonable discretion), licensed in California, shall have any other licenses required by the City, and shall be experienced in constructing the type of improvements constituting the Improvements. The General Contractor shall be deemed to have been approved if the City Manager fails to approve or disapprove of the General Contractor within five (5) business days after receipt of all requested information relating to the General Contractor.

City acknowledges and agrees that the City Manager has approved Danco Builders Northwest as General Contractor. On or before the date set forth in the Schedule of Performance, Developer shall enter into a written contract, in form and substance reasonably acceptable to the City Manager (the “Construction Contract”), with the General Contractor(s) for performing the work constituting the construction of all of the Project. Each such Construction Contract shall be a guaranteed maximum cost contract or stipulated sum insuring construction of the improvements for a fixed or maximum price, and shall obligate the General Contractor to commence and complete such construction in accordance with this Agreement and all applicable federal, state and local laws, rules and regulations. Each such Construction Contract shall provide for retention of at least ten percent (10%) from each progress payment (except there shall be no retention for any items excused from retention as specified in the Construction Contract) until the final payment, and said final payment shall not be paid to the General Contractor until the portion of the Project covered by such Construction Contract shall have been completed to Developer’s satisfaction, and Developer shall have obtained all appropriate lien waivers from the General Contractor and its

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subcontractors, or bonds acceptable to Developer in form and amount, insuring against loss arising from any mechanics’, laborers’, materialmen’s or similar liens filed against the Project.

3.5 Costs of Entitlement, Development and Construction; Prevailing Wages.

The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition costs and governmental permits and approvals) shall be borne by Developer.

Developer shall pay and cause its contractors to pay any prevailing wages for construction of the Improvements, as applicable, and shall otherwise comply (and cause its contractors to comply) with California Labor Code Sections 1720 et seq. (including all reporting requirements) and all federal loans regarding prevailing wages that may apply (due to projectbased vouchers or otherwise).

3.6 Rights of Access and Inspection. In addition to those rights of access to and across the Property to which the City may be entitled by law, members of the staff of the City shall have a reasonable right of access to the Property, without charge or fee, during normal construction hours, upon 48 hours’ notice to Developer (which notice may be provided to Cameron Dart at [email protected]) to inspect the work being performed at the Property in connection with the development of the Project but shall not be obligated to do so and City shall not be liable for any failure to disclose any information discovered by City (or that could or should have been discovered by any City inspection). The City shall also have the right at all reasonable times upon reasonable notice to inspect and copy the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. City shall defend, indemnify and hold Developer harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and cost) resulting from City’s entry onto the Property for such purposes, except to the extent any such claims, liabilities, loss, damages, costs or expenses are the result of the negligence or willful misconduct of Developer.

3.7 Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Property in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards.

3.8 Governmental Permits and Approvals. Before commencement of construction or development of any work of improvement on the Property, Developer shall (at Developer’s expense) secure, or cause to be secured, the Building Permit, and any other required governmental permits and approvals.

3.9 No Discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements.

3.10 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition.

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3.11 No Agency Created. In performing this Agreement, Developer is not the agent of the City and the City is not an agent of Developer. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors.

Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City.

3.12 Certificate of Completion. Upon Developer’s completion of the construction of the Project, Developer will apply to the City for a Certificate of Completion (which shall be substantially in the form attached hereto as Exhibit “I”). The City’s issuance of the Certificate of Completion shall constitute the acknowledgement of the City that Developer has complied in all respects with its development obligations (and only the development obligations) set forth in this Article 3. Promptly following the City’s issuance of a certificate of occupancy for the entire project, and provided that Developer is then in full compliance with all of its obligations under Article 3 of this Agreement, the City Manager shall execute, acknowledge and deliver the Certificate of Completion, which shall be recorded in the Official Records of Solano County. If the City Manager believes that the Developer is not in compliance with its obligations under this Article 3, the City Manager shall promptly specify the nature of such non-compliance by written notice to Developer.

3.13 Capital Replacement Reserve. Upon completion of the Project, Developer shall annually set aside $500 per unit or such greater amount as may be required or approved by the Senior Project Loan documents delivered to City, from the gross rents received by the Project into a separate Capital Replacement Reserve account identified in writing to City. Funds in the Capital Replacement Reserve shall be used only for capital repairs, improvements and replacements to the accepted accounting principles. The non-availability of funds in the Capital Replacement Reserve does not in any manner relieve or lessen Developer’s obligations to undertake any and all necessary capital repairs, improvements or replacements and to continue to maintain the Project in the manner prescribed in this Agreement or the City Regulatory Agreement.

Notwithstanding the foregoing, this Section 3.13 shall not apply to the Senior Project Lender or any foreclosure transferee following a foreclosure or deed in lieu of foreclosure of the Senior Project Loan.

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.

4.1 Restrictions on Transfer of Developer’s Rights and Obligations. Prior to issuance of a Certificate of Completion for the Project, Developer shall not sell, assign, transfer, mortgage, lease (except for leases/rental agreements that comply with the City Regulatory Agreement), hypothecate, or convey (collectively, a “Transfer”) the Project or any part thereof or any of Developer’s rights or obligations hereunder, or agree to do so, or change the general partner of Developer (except for cause and in accordance with the limited partnership agreement of Developer, which shall not require City’s consent) or transfer fifty percent (50%) or more of the ownership interests in Developer in a single transaction or series of transactions, without the City’s prior written consent, which consent may be granted or withheld in the City’s sole and absolute discretion, except that the City’s consent shall not be required for: (i) execution of one or more deeds of trust and related instruments securing Developer’s construction and permanent financing (provided a copy is given to City), or (ii) a conveyance of the Project resulting from the foreclosure thereof (or a deed in lieu of such a foreclosure), or (iii) the grant, exercise and subsequent transfer

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of the Property pursuant to an option or right of first refusal to Developer’s general partner or an affiliate thereof in accordance with Developer’s partnership documents and Section 42 of the Internal Revenue Code (each of the foregoing in this clause (iii) shall be referred to herein as a “Permitted Transferee”). Developer acknowledges that the identity of Developer is of particular concern to the City, and it is because of Developer’s identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, any Permitted Transferee and except for any Holder (defined in Section 4.2), no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement prior to the issuance of a Certificate of Completion. Except with respect to a transfer to a Permitted Transferee, no transfer or assignment of Developer’s interest hereunder without the City’s prior written approval shall release Developer from the obligations of Developer hereunder.

4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.1 to the contrary, Developer shall have the right to hypothecate its interest in the Property and the Project pursuant to one or more deeds of trust from an Institutional Lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the construction financing with permanent financing. Any Institutional Lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City is referred to herein as a “Holder.”

4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Holder. Such Holder shall have the right, but not the obligation, at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest.

If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure. Such Holder shall not be obligated to undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or protect the Improvements already constructed. Any Holder completing the Improvements must assume all rights and obligations of Developer under this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City.

4.4 In any case where the applicable Holder, having first exercised its option to construct, has not proceeded diligently with the completion of construction after first exercising such option, City shall be afforded those rights against such Holder it would otherwise have against the Developer under this Agreement.

4.5 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Project, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Project, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. No Holder is obligated by, or to perform, any of the Developer's obligations under this

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Agreement, including, without limitation, to construct or complete any improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in conveyances from City to the Developer evidencing the realty comprising the Property or any part thereof be construed so to obligate such Holder. However, nothing in this Agreement shall be deemed to permit or authorize any Holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the Executive Director.

4.6 Right of City to Cure. In the event of a default or breach by the Developer of a loan by a Holder prior to the completion of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Project or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any lien in favor of a Holder, and the City shall execute from time to time any and all documentation reasonably requested by the Developer to effect such subordination.

4.7 Right of City to Satisfy Other Liens. After the Developer has had a reasonable time (not exceeding 30 days) to challenge, cure, or satisfy any liens or encumbrances on the Project or any portion thereof, and has failed to do so within thirty (30) days, in whole or in part, the City shall, upon prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; however, nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Property or any portion thereof to forfeiture or sale.

5. DEFAULT, REMEDIES AND TERMINATION.

5.1 Defaults. The occurrence of any or all of the following after the passage of applicable notice and cure periods shall constitute a default (“Default”) under this Agreement:

5.1.1 Developer’s failure to timely comply with the Schedule of Performance, subject to Section 5.6;

5.1.2 Any breach of this Agreement by any Party involving the payment of money, and the continuance of such breach for a period of ten (10) days after the non defaulting Party has given written notice to the defaulting Party;

5.1.3 Except as otherwise provided in Section 5.1.1 hereof, a breach of any other term of this Agreement by any Party not involving the payment of money, and failure of such Party to cure such breach within thirty (30) days after the non defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such cure to completion;

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5.1.4 Developer’s violation of Section 4.1;

5.1.5 Developer’s failure or refusal to keep in force and effect any material permit or approval with respect to construction of the Project, and Developer’s failure to cure such breach within thirty (30) calendar days after notice from the City of Developer’s breach; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then Developer shall be deemed in Default only if Developer does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such cure to completion; or

5.1.6 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to cause such petition, appointment, or assignment to be removed or discharged within 180 days.

5.1.7 The failure to comply with any of the requirements of Section 6 below;

5.1.8 If applicable under Section 2.4.8, the failure to maintain, or the cancellation of, any of the bonds described in Section 2.4.8 prior to the issuance of a Certificate of Completion.

5.2 Remedies.

5.2.1 Remedies for Default. In the event of a Default by any Party, a non defaulting party shall be entitled to the following remedies, as applicable:

A defaulting Party shall be liable to the non defaulting Party for all damages, costs and losses incurred by the non defaulting Party, and the non defaulting Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to the right to receive damages or to pursue an action for specific performance, and the City shall have its rights and remedies under the City Loan Promissory Note and the City Loan Deed of Trust securing it.

5.3 No Personal Liability. No representative, agent, attorney, consultant, or employee of the City shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement.

No representative, agent, attorney, consultant, or employee of the Developer shall personally be liable to the City or any successor in interest of City, in the event of any Default or breach by the Developer, or for any amount which may become due to City or any successor in interest, on any obligation under the terms of this Agreement.

5.4 Rights and Remedies are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the nondefaulting Party.

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5.5 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party’s right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction.

5.6 Force Majeure. Notwithstanding anything to the contrary in this Agreement, nonperformance shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party (a “Force Majeure Delay”): (i) failure to perform by Developer attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, lack of labor or supplies due to pandemic or epidemic, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; or (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance of the Party affected for a period of time equal to any such prevention, delay or stoppage (except the obligations of either Party to pay money to the other party) provided that the Party claiming the Force Majeure Delay notifies the other Party of the Force Majeure Delay within a reasonable time (not to exceed ten business days) after the commencement of the Force Majeure Delay.

6. INSURANCE; INDEMNITY.

6.1 Insurance.

6.1.1 Developer shall obtain and maintain at no cost or expense to the City, with a reputable and financially responsible insurance company reasonably acceptable to the City, (i) after the opening of the Project for business, commercially reasonable casualty insurance for the Improvements in an amount not less than the replacement cost of the Improvements (subject to commercially reasonable deductibles); (ii) commercial broad form general liability insurance, insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Property or Project, which liability insurance shall provide combined single limit protection of at least $2,000,000 and shall include a reasonable inflation rider, contractual liability coverage and products and completed operations coverage, and (iii) commercial automobile liability insurance, or non-owned/hired automobile insurance provided through Developer’s general liability policy, of at least $1,000,000 combined single limit. Such liability insurance policies shall name the City and their council members, board members, officers, agents and employees as additional insureds.

6.1.2 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) “all risk” builder’s risk insurance, including coverage for vandalism and malicious mischief, in a form and amount and with a company reasonably

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acceptable to the City, and (ii) workers’ compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Property by Developer, such builder’s risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors’, subcontractors’, and construction managers’ tools and equipment and property owned by contractors’ and subcontractors’ employees.

6.1.3 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00).

6.1.4 Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law.

6.1.5 With respect to each policy of insurance required above, Developer and each of Developer’s general contractors, engineers and architects shall furnish to the City a certificate on the insurance carrier’s form setting forth the general provisions of the insurance coverage promptly after written request by City showing the additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements.

6.1.6 All policies required by this Section to be furnished by Developer shall contain (i) language to the effect that the policies cannot be cancelled except after thirty (30) days’ written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights of subrogation against the City and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable.

6.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and officers of the City (the “City Parties” and each, a “City Party”), from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys’ fees) and demands of any nature whatsoever (collectively, “Losses”), related directly or indirectly to, or arising out of or in connection with:
(i) the validity of this Agreement (based on CEQA, NEPA or otherwise);
(ii) the development and construction by Developer of the Improvements on the Property or the use, ownership, management, occupancy, or possession of the Property during Developer’s period of ownership of the Property; (iii) any breach or Default by Developer hereunder;

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(iv) any of Developer’s activities on the Property (or the activities of Developer’s agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Property), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City. The City may in its discretion participate in the defense of any legal action naming the City; or (v) claims for prevailing wages under or violation of California Labor Code Sections 1720 et seq.

The provisions of this Section shall survive the termination of this Agreement.

Notwithstanding the foregoing, Developer shall not be required to indemnify the City Parties to the extent that any Losses are caused by the gross negligence or willful misconduct of any City Party.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement, and shall remake these representations and warranties on the date of disbursement of the Loan, that:
(i) Developer is a limited partnership validly existing and in good standing under the laws of the State of California.
(ii) Developer has duly authorized the execution and performance of this Agreement, the Loan Documents, and the execution and performance of all of the documents set forth herein.
(iii) The Loan Documents have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Developer, and all actions required under Developer’s organization documents and applicable governing law for the authorization, execution, deliver, and performance of the Loan Documents have been duly taken.
(iv) Developer’s execution and performance of this Agreement and the Loan Documents will not violate any provision of the Developer’s formation documents or any deed of trust, lease, contract, agreement, instrument, order, judgment or decree by which Developer is bound.
(v) There has been no material adverse change in the financial condition of Developer since the dates of the last financial statement Developer furnished to City, and except as otherwise disclosed to City in writing, Developer has not entered into any material transaction that is not disclosed in such financial statements. (vi) All reports, documents, instruments, information and forms of evidence delivered to City concerning the Loan or security for the Loan or required by the

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Loan Documents are accurate and correct in all material respects, and sufficiently complete to give City true and accurate knowledge of their subject matter and do not contain any material misrepresentation or omission.

8. GENERAL PROVISIONS.

8.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger. Notices shall be considered given upon the earlier of (a) one business day following deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (b) upon delivery or attempted delivery as shown on the return receipt if sent by certified mail. Notices shall be addressed as provided below for the respective Party; provided that if any Party gives notice in writing of a change of name or address, notices to such Party shall thereafter be given as demanded in that notice:

City: City of Fairfield
1000 Webster Street, 2nd Floor
Fairfield, CA 94533
Attn: City Manager
With a copy to: City of Fairfield
1000 Webster Street, 2nd Floor
Fairfield, CA 94533
Attn: Director of Housing Services
Developer: Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attn: Project Manager

8.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.

8.3 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words “person” and “party” include corporation, partnership, firm, trust, or association where ever the context so requires.

Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days.

8.4 Time of the Essence. Time is of the essence of this Agreement.

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8.5 Warranty Against Payment of Consideration for Agreement. Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys.

8.6 Attorneys’ Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys’ fees to be paid by the losing Party as fixed by the court. If the City is made a party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the City against, and save them harmless from, all costs, expenses (including reasonable attorneys’ fees), claims, liabilities, damages and losses incurred by the City in connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City.

8.7 Entire Agreement. This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof.

8.8 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

8.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties, and there are no third party beneficiaries of this Agreement. No other person shall have any right of action based upon any provision of this Agreement.

8.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Solano. If any legal action is commenced by Developer against the City, or by City against Developer, service of process on the City shall be made by personal service upon the City Manager or City Clerk of the City, or in such other manner as may be provided by law. If any legal action is commenced by the City against Developer, service of process on Developer shall be made by personal service to Developer’s agent for service of process, or in such other manner as may be provided by law.

8.11 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder and the delivery of all consideration.

8.12 City Actions. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the City provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not

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change the fundamental business transaction between the Developer and the City, as determined by the City Manager in his reasonable discretion).

8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written.

DEVELOPER:

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President

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CITY:

CITY OF FAIRFIELD
By: _____________________________
David Gassaway,
City Manager
APPROVED AS TO FORM:

By:

David Lim,
City Attorney

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EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

Parcel One:

Parcel "1" as shown and described on that certain Parcel Map entitled "Parcel Map of the lands of Edward Parish, et al, Portion Lot 38, Rancho Tolenas & South 1/2, Section 12, Township 5 North, Range 2 West, M.D.B & M. Ext. Fairfield, Solano County, California", which said parcel map was filed for record on October 27, 1986, in Book 30 of Parcel maps at Page 29, in the office of the Solano County, California recorder.

Excepting therefrom all that portion described as Parcel 2 as shown on the Parcel Map entitled, "Parcel Map of E-2 8 Motel Property" filed July 10, 2001 in Book 42 of Parcel Maps, at Page 80.

Parcel Two:

A non-exclusive easement for private common and reciprocal access rights, as set forth in that certain instrument entitled "Declaration Re Private Access Rights", recorded September 23, 1986, as Instrument No. 52477, Page 107975, official records.

APN: 0167-130-240

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EXHIBIT “B”
(Reserved)

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EXHIBIT “C”

FORM OF CITY LOAN PROMISSORY NOTE
(Attached)

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EXHIBIT “D”

FORM OF CITY LOAN DEED OF TRUST
(Attached)

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EXHIBIT “E”

SCHEDULE OF PERFORMANCE
This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

Action Date / Deadline

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EXHIBIT “F”

SCOPE OF DEVELOPMENT
The Project includes renovation of an existing 3-story hotel, converting 100 existing hotel rooms into 51 larger permanent supportive housing single-room occupancy and related onsite offices and amenity spaces. The Project will provide onsite supportive services such as assistance accessing health care, life skills, and other positive offerings provided by dedicated and qualified service providers.

Exterior renovations will include site improvements, accessibility upgrades, development of outdoor recreation areas, exterior repairs and painting. Interior renovations will include reconfiguring existing hotel rooms into larger kitchenette units, plus reconfiguring existing hotel service spaces for permanent supportive housing use: to provide property management, service provider and security offices, laundry facilities, and community gathering space. Renovations will include new flooring, appliances, fixtures, finishes, as well as necessary MEP upgrades to the building envelope, HVAC and lighting.

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EXHIBIT “G”

FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

The City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Attn: City Manager
with a copy to:

Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attention: Project Manager
APN: 0167-130-240
Exempt From Recording Fee Pursuant to Government Code § 27383

NOTICE OF AFFORDABILITY RESTRICTIONS

ON TRANSFER OF PROPERTY
Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the “Site”) which require that the Site be developed as an affordable rental housing development (the “Project”) and that all of the units be rented to and occupied by persons and households of limited income at affordable rents.

Title of Document Containing Affordable Housing Restrictions: Affordability Restrictions and Regulatory Agreement (“Agreement”).

Parties to Agreement: Fairfield North Texas Street LP, a California limited partnership (“Developer”) and the City of Fairfield, a general law city (the “City”).

The Agreement is recorded concurrently with this Notice, in the Official Records of Solano County.

Legal Description of Site: See Exhibit “A” attached hereto and incorporated herein by this reference.

Site Location (address): 3331 N Texas Street, Fairfield, CA 94533.

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Assessor’s Parcel Numbers of Site: 0167-130-240
Summary of Agreement:
o The Agreement requires Developer to develop a fifty-one (51) Unit (each, a “Unit”) rental housing project on property being acquired by Developer from the City.
o The Agreement restricts the rental of fifty (50) Units (“Required Affordable Units”), which are required to be rented to and occupied by Extremely Low Income Households whose annual income cannot exceed 30% of Area Median Income for the Solano County area, adjusted for household size. o Area Median Income limits (or “AMI”) are all as established and as published periodically by the California Department of Housing and Community Development.
o The Agreement restricts the rents that may be charged to households occupying Required Household Units to the following maximum rents (“Affordable Rent”):
 Affordable Rent for Extremely Low Income Households shall be 30% x 30% of AMI, or 30% of Social Security Income, for a household size appropriate to the Unit, including a reasonable utility allowance;  Household size appropriate to the unit shall be one person for a studio Unit, two persons for a one-bedroom Unit, and 4 persons for a threebedroom Unit.  The term of the Agreement is fifty-five (55) years from the date of the City’s issuance of a Final Certificate of Occupancy for the Project.

This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Site.

This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4).
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Date: _______________,
2025

CITY OF FAIRFIELD
By:

David Gassaway,
City Manager
Date: _______________,
2025
APPROVED AS TO FORM:

By:

David Lim, City Attorney

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DEVELOPER

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President

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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

Parcel One:

Parcel "1" as shown and described on that certain Parcel Map entitled "Parcel Map of the lands of Edward Parish, et al, Portion Lot 38, Rancho Tolenas & South 1/2, Section 12, Township 5 North, Range 2 West, M.D.B & M. Ext. Fairfield, Solano County, California", which said parcel map was filed for record on October 27, 1986, in Book 30 of Parcel maps at Page 29, in the office of the Solano County, California recorder.

Excepting therefrom all that portion described as Parcel 2 as shown on the Parcel Map entitled, "Parcel Map of E-2 8 Motel Property" filed July 10, 2001 in Book 42 of Parcel Maps, at Page 80.

Parcel Two:

A non-exclusive easement for private common and reciprocal access rights, as set forth in that certain instrument entitled "Declaration Re Private Access Rights", recorded September 23, 1986, as Instrument No. 52477, Page 107975, official records.

APN: 0167-130-240

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EXHIBIT “H”

FORM OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT (ATTACHED)

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EXHIBIT “I”

FORM OF CERTIFICATE OF COMPLETION

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Fairfield
Dept. of Community Resources
1000 Webster Street, 2nd Floor
Fairfield, CA 94533
Attn: Director of Community Resources
With a copy to:

Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attention: Project Manager
APN: 0167-130-240
(Space Above for Recorder’s Use Only)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (the “Certificate”) is made by the CITY OF FAIRFIELD (the “City”), in favor of Fairfield North Texas Street LP, a California limited partnership (“Developer”).

R E C I T A L S
A. City and Developer have entered into that certain unrecorded Development Loan Agreement (the “Loan Agreement”) dated as of _____, 2025 concerning the development of certain real property situated in the City of Fairfield, California, described in Exhibit “A” attached hereto (the “Site”).

B. As referenced in Section 3.12 of the Loan Agreement, City is required to furnish Developer or its successors with a Certificate of Completion upon completion of construction of the “Project” (as defined in the Loan Agreement), which Certificate is required to be in such form as to permit it to be recorded in the Recorder’s Office of Solano County. This Certificate is conclusive determination of satisfactory completion of the construction and development required by the Agreement.

C. City has conclusively determined that the construction and development of the Project has been satisfactorily completed.

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NOW, THEREFORE, City hereby certifies as follows:

1. City does hereby certify that the Project to be constructed by Developer has been fully and satisfactorily completed in full conformance with the Loan Agreement.

2. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof.

3. This Certificate shall not constitute evidence of Developer’s compliance with those covenants in the Loan Agreement that survive the issuance of this Certificate.

4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093.

5. Nothing contained in this instrument shall modify in any other way any other provisions of the Loan Agreement (including without limitation the attachments thereto).

IN WITNESS WHEREOF, City has executed this Certificate of Completion this ___ day of ________________, 20__.

CITY OF FAIRFIELD
By:

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State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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EXHIBIT “A”

LEGAL DESCRIPTION
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

DRAFT
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EXHIBIT "J"

BASE PROJECT FINANCING SUMMARY

1. Homekey+:
$21,535,540

2. Banc of California Construction Bridge
and Permanent Loan:
$3,235,397

3. City of Fairfield Housing Trust Fund
(FHTF) Loan
$1,000,000

4. City of Fairfield Prohousing Incentive
Program (PIP) Loan
$535,541

4. Fee Deferral approximate amount*: 7,993 $7,993
*Fee Deferrals will be paid at a later date
Total Development
Costs
$26,314,471

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RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:

The City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Attn: City Manager
with a copy to:

Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attention: Project Manager
APN: 0167-130-240
(Space above for Recorder’s Use.)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103.

AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT
(Local Housing Trust Fund, Prohousing Incentive Program, Homekey+) These AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT (“Regulatory Agreement”) is hereby entered, effective as of [_______________], 2025 by and between the CITY OF FAIRFIELD, a general lw city (the “City”), and FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership (“Developer”) (the City and Developer are sometimes collectively referred to herein as the “Parties.”).

R E C I T A L S
WHEREAS, the City and Developer have entered into that certain unrecorded Loan Agreement dated concurrently herewith (the “Loan Agreement”) for the improvement and development of certain real property described in Exhibit “A” as the “Site”, which Loan Agreement provides for the recordation of this Regulatory Agreement.

WHEREAS, it is contemplated under the Loan Agreement that, as of the recordation of this Regulatory Agreement, Developer has acquired or shall concurrent with the recording hereof acquire fee title to the “Site”.

WHEREAS, the Loan Agreement sets forth certain restrictive covenants applicable to the Site, particularly the use of the Site for the provision of fifty (50) Units available to Extremely Low Income Households at Affordable Rents as those terms are defined therein, and one (1) unrestricted manager’s Unit (each, a “Unit” and, collectively, the “Units”).

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WHEREAS, the City and Developer wish to enter into this Regulatory Agreement to further govern the use of the Site in conjunction and along with the Loan Agreement and to ensure that the City complies with applicable law.

NOW, THEREFORE, the City and Developer (as owner of real property interests described hereinabove), declare that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, conditions and restrictions hereinafter set forth expressly and exclusively for the use and benefit of said property. Each and all of the restrictions, limitations, conditions, covenants, liens, reservations and charges herein contained shall run with the land and be recorded on the property title and shall be binding on the Parties, their grantees, successors, heirs, executors, administrators, devisees or assigns, and all subsequent owners of all or any part of the Site, during the term of this Regulatory Agreement.

ARTICLE I

DEFINITIONS
The definitions provided herein shall be applicable to this Regulatory Agreement and also to any amendment or supplement (unless the context implicitly or explicitly shall prohibit), recorded against the Site pursuant to the provision of this Regulatory Agreement.

Section 1. “Affordable Housing Development” means an affordable housing project operated in conformity with this Regulatory Agreement throughout the Required Covenant Period.

Section 2. “Affordable Rent”, per month, means, for an Extremely Low Income Household, a monthly rent (including a reasonable utility allowance) that does not exceed thirty percent (30%) of thirty percent (30%) of Median Income for a household size appropriate to the Unit.

Section 3. “Approved Housing Development” means all improvements to be developed by Developer under the Loan Agreement. The Approved Housing Development must be completed in conformity with all specifications contained in or referred to in the Loan Agreement.

Section 4. “Area” means the Vallejo-Fairfield, CA Metropolitan Statistical Area, as periodically defined by HUD.

Section 5. “Certificate” or “Certification” is defined in Article II, Section 3(a).

Section 6. “City” means the City of Fairfield, a general law city.

Section 7. “City Code” means and refers to the City of Fairfield Municipal Code, as revised from time to time.

Section 8. “Common Areas” means all areas on the Site that are open or accessible to all tenants of the Site (such as grounds, but excluding interiors of the Units).

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Section 9. “Extremely Low Income Household” means a household earning not greater than the extremely low income limit for Solano County, adjusted for household size, pursuant to Health and Safety Code Section 50106.

Section 10. “Household size appropriate to the unit” shall be one person for a studio, two persons for a one-bedroom Unit, and four persons for a three-bedroom unit.

Section 11. “FHTF Requirements” means the City of Fairfield Housing Trust Fund requirements govered by: 1) Ordinance No. 2021-24 passed by the City Council of the City of Fairfield on January 18, 2022; 2) the ___[year] Local Housing Trust Fund Program Notice of Funding Availability published by HCD on ___[date]; 3) HCD Standard Agreement entered into on _____, Health and Safety Code Sections 50842.2 and 50843.5; and 4) the Local Housing Trust Fund Program 2020 Final Guidelines published by HCD.

Section 12. “Gross Income” means all payments from all sources received by a person (together with the gross income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) whether in cash or in kind as calculated pursuant to the Department of Housing and Urban Development (“HUD”) Regulations (24 C.F.R. § 813) and 25 California Code of Regulations Section 6914.

Section 13. “HCD” means the California Departmernt of Housing and Community Development.

Section 14. “Homekey Requirements” means all requirements applicable to and state and federal laws and regulations governing the Homekey Program including but not limited to the following: (i) the Standard Agreement; (ii) California Health and Safety Code Section 50675.1.3; (iii) the NOFA; (iv) this Regulatory Agreement; (v) any other rules promulgated by HCD for the Homekey Program (including but not limited to the Homekey+ Housing First Guidance, applicable prevailing wage requirements, and applicable relocation requirements); and (vi) the California Multifamily Housing Program (MHP) and MHP Final Guidelines dated June 19, 2019.

Section 15. “Median Income” or “Median Income for the Area” means the median income for the Site most recently determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended (“Section 8”), or, if programs under Section 8 are terminated, Median Income for the Area determined under the method used by the Secretary prior to such termination. Such Median Income is published at 25 California Code of Regulations Section 6932, as modified from time to time.

Section 16. “Prescribed Income Levels” means the following:

Type Income of Household
as Percentage of AMI Number of Units
Studio 30% 2
1BR/1BA 30% 48
2BR/1BA unrestricted 1

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Section 17. “PIP Guidelines” means the August 2024 guidelines published by the California Department of Housing and Community Development governing the Prohousing Incentive Program funds.

Section 18. “Regulatory Agreement” means this Regulatory Agreement and any amendments, modifications or supplements.

Section 19. “Rental Development” means the fifty-one (51) Unit residential rental development on the Site.

Section 20. “Required Affordable Unit” means any of the fifty (50) of the dwelling Units in the Rental Development, as constructed under the Loan Agreement, available to, occupied by, or held vacant for occupancy only by tenants qualifying as Extemely Low Income Households, and rented at Affordable Rent. (One unrestricted dwelling Unit shall be a manager’s Unit.) Section 21. “Required Covenant Period” means the period commencing on the date all Required Affordable Units have been completed as evidenced by the issuance of a Final Certificate of Occupancy for the Rental Development, and ending as of the fifty-fifth (55th) anniversary thereof.

Section 22. “Senior Loan Documents” shall have the same meaning as “Loan Documents” defined in the Loan Agreement, dated as of December 1, 2025, between Developer and Senior Lender.

Section 23. “Senior Lender” means Banc of California, a California state-chartered bank, and its successors and assigns.

Section 24. “Site” means all of the real property and appurtenances as described in the Recitals above, including all structures and other improvements thereon, and those hereafter constructed.

Section 25. “Unit” means a dwelling unit in the Rental Development.

Section 26. “Year” means a calendar year, excepting that the last Year hereunder shall be deemed to end as of the expiration of this Regulatory Agreement.

ARTICLE II
LAND USE RESTRICTIONS; IMPROVEMENTS
Section 1. Uses. Developer shall develop the Approved Housing Development on the Site in conformity with the Loan Agreement. Thereafter, the Site shall be operated as an Affordable Housing Development and devoted only to the uses specified in the Loan Agreement for the periods of time specified herein. All uses conducted on the Site, including, without limitation, all activities undertaken by Developer pursuant to the Loan Agreement, shall conform to all applicable provisions of the City Code and the City Approvals.

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The Site shall be used, maintained and operated in accordance with the Loan Agreement, this Regulatory Agreement, the PIP Guidelines, the FHTF Requirements, and the Homekey Requirements for the Required Covenant Period. None of the units in the Rental Development shall at any time be utilized on a transient basis nor shall the Rental Development or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court or park. No part of the Site, from the date Developer acquired the Site, has been or will at any time be owned or used as a cooperative housing corporation or a community apartment project or a stock cooperative.

Section 2. Affordable Housing.

Affordability Restrictions. Throughout the Required Covenant Period, the Developer shall cause the Required Affordable Units to be rented in accordance with the definition of “Prescribed Income Levels” in Section 14 of Article I above and in accordance with the Unit requirements in Exhibit B at Affordable Rents.

Except to the extent prohibited by state or federal law or tax credit regulations, in the event a household’s income initially complies with the corresponding income restriction but the income of such household increases, such increase shall not be deemed to result in a violation of the restrictions of this Regulatory Agreement concerning limitations upon income of occupants, provided that the next available Unit is leased to an Extremely Low Income Houshold until compliance with the Prescribed Income Levels is achieved.

In the event the Developer desires to change the affordable housing, maintenance, or operation requirements for the Site from the specific requirements set forth in this Regulatory Agreement in order to comply with a subsequently enacted change to the PIP Guidelines, the FHTF Requirements, or the Homekey Requirements, the Developer shall notify the City in writing of such proposed change and the change related thereto at least thirty (30) calendar days prior to implementing such change. In the event the City disapproves of such change and the Developer’s interpretation of the amendment related thereto, the City shall notify the Developer of its disapproval in writing and the parties shall seek clarification from HCD. Only if HCD concurs with the Developer’s interpretation of the PIP Guidelines, the FHTF Requirements, or the Homekey Requirements shall the Developer be permitted to implement the proposed change.

Household rents and rent increases must comply with the requirements of this Regulatory Agreement, the PIP Guidelines, the FHTF Requirements, and the Homekey Requirements.

Duration of Affordability Requirements. The restrictions shall apply throughout the Required Covenant Period. All tenants residing in any Required Affordable Unit for which rents are limited by virtue of this Regulatory Agreement or pursuant to other regulation during the last two (2) Years of the Required Covenant Period shall be given notice by Developer at least once every six (6) months prior to the expiration date of this requirement, that the rent payable on such Required Affordable Unit may be raised to a market rate rent at the end of the Required Covenant Period.

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Selection of Tenants. Developer shall demonstrate to the City that the proposed tenants of the Required Affordable Unit of the Extremely Low Income Units constitute Extremely Low Income Households.

Prior to the rental or lease of a Required Affordable Unit to a tenant, and as set forth in this Section 2 of Article II of this Regulatory Agreement, Developer shall require the tenant to execute a written lease and to complete an Income Verification certifying that the tenant(s) occupying the Unit is/are in the appropriate income category. Developer shall verify the income of the tenant(s).

Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8. Developer shall not apply selection criteria to Section 8 certificate holders which are more burdensome than criteria applied to any other prospective tenants.

Determination of Affordable Rent for the Required Affordable Units. The Required Affordable Units shall be rented or leased at Affordable Rent. The maximum monthly rental for the Required Affordable Units shall be adjusted annually as permitted by Section 50053 of the California Health and Safety Code based on the annual adjustment to the Median Income for the Area established pursuant to Section 50093 of the California Health and Safety Code, as more particularly set forth in the Affordable Rent Worksheet.

Notwithstanding anything to the contrary herein, for so long as it is consistent with the published policies of HCD, any determination of Area Median Income under this Section 2 with respect to any calendar year shall not be less than the Area Median Income determined under this Section 2 for the calendar year preceding the calendar year for which such determination is made.

DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE

MAXIMUM RENTAL FOR THE REQUIRED AFFORDABLE UNITS ESTABLISHED BY

THIS REGULATORY AGREEMENT IS SUBSTANTIALLY BELOW THE FAIR MARKET RENT FOR THE REQUIRED AFFORDABLE UNITS.

Section 3. Developer Verification and Program Compliance.

Income and Age Verification and Certification. Developer will obtain and maintain on file an Income and Age Verification from each tenant (for every Unit on the Site), dated immediately prior to the initial occupancy of such tenant in the Required Affordable Unit.

Developer shall maintain on file throughout the Required Covenant Period each tenant’s executed lease and Income and Age Verification and rental records for the Required Affordable Units. Developer shall maintain complete and accurate records pertaining to the Required Affordable Units, and will permit any duly authorized representative of the City to inspect the books and records of Developer pertaining to the occupancy of the Required Affordable Units. Developer shall prepare and submit to the City annually commencing the June 15 first following the recording of the grant deed to Developer and continuing throughout the Required Covenant Period, a Certificate of Continuing Program Compliance (the “Certificate”) in a form approved by the City. Such documentation shall contain all information required pursuant ot

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Health and Safety Code Section 33418 and state for each Unit, the Unit size, the rental amount, the number of occupants, and the income of the occupants and any other information which may be used to determined compliance with the terms of this Regulatory Agreement.

In addition to the annual Certificate, Developer shall also provide to the City completed income computation, asset evaluation, and certification forms, for each tenant or tenants at initial rental of each Required Affordable Unit to a new tenant household, in substantially the form provided by the City from time to time. Thereafter, Developer shall obtain an annual certification from each household of each Required Affordable Unit demonstrating that such household is an Extremely Low Income Household and Developer shall verify the information income certification provided by each tenant household. Developer shall submit to the City copies of any and all tenant income and occupancy certifications upon request of the City. The City may request (and Developer shall provide) additional documentation to assist the City’s evaluation of Developer’s compliance with this Agreement, if determined to be necessary in the reasonable discretion of the City’s Director of Housing Services (“Director”), specifically including (without limitation) any documentation or additional certifications that may be necessary to verify compliance with all requirements from all funding sources, and each tenant’s status as to each Required Affordable Unit. This requirement is in addition to and does not replace or supersede Developer’s obligation to annually submit the Certificate of Continuing Program Compliance to the City. Further, the City has the right, but not the obligation to monitor compliance with respect to each tenant household at the Rental Development, and the City’s election to monitor some, but not all, of the Units shall not constitute a waiver of the City’s right to monitor and enforce compliance with respect to all Units in the future.

Verification of Income of New and Continuing Tenants. Gross income calculations for prospective (and continuing) tenants shall be determined in accordance with 25 Cal. Code Regs. Section 6914. Developer shall verify the income and information provided in the income certification of the proposed tenant as set forth below. (a) Developer shall verify the income of each proposed tenant of the Required Affordable Units and by at least one of the following methods as appropriate to the proposed tenant:
(i) obtain two (2) paycheck stubs from the person’s two (2) most recent pay periods;
(ii) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed; (iii) obtain an income verification certification from the employer of the person;
(iv) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies; or
(v) obtain an alternate form of income verification reasonably requested by the City, if none of the above forms of verification is available to Developer.

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Verification Regarding Eligibility of New Tenants. Developer shall retain documentation regarding the eligibility of each new tenant household.

Reporting Amounts. In the event Developer fails to submit to the City or its designee the Certification as required by Section 3(a), Developer shall be in noncompliance with this Regulatory Agreement.

Monitoring and Recordkeeping. The Developer shall comply with all applicable recordkeeping and monitoring requirements set forth in the PIP Guidelines, the FHTF Requirements, and the Homekey Requirements and shall annually complete and submit to the Certificate to the City. Representatives of the City shall be entitled to enter the Property during normal business hours and upon at least forty-eight (48) hours’ notice, to monitor compliance with this Regulatory Agreement, to inspect the records of the Site, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the City in making the Site and all Required Affordable Units thereon available for such inspection or audit. The Developer agrees to maintain records in a businesslike manner, to make such records available to the City upon seventy-two (72) hours’ notice, and to maintain such records for the entire Required Covenant Period.

Section 4. Management of the Rental Development.

Manager. The Rental Development shall at all times be managed by an experienced manager (the “Manager”) reasonably acceptable to the City, with demonstrated ability to operate residential developments like the Rental Development in a manner that will provide decent, safe, and sanitary housing. The Developer shall submit for the City’s approval the identity of any proposed Manager. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the City to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the City shall approve the proposed Manager by notifying Developer in writing. The City hereby approves Danco Property Management as the Manager.

Performance Review. The Developer shall cooperate with the City in an annual review of management practices, in connection with which the City shall have the right to review and approve the annual operations and management budget; provided, however, that the City reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the City to determine if the Affordable Housing Development is being operated and managed in accordance with the requirements and standards of this Agreement.

Replacement of Manager.
(i) If, as a result of the annual review, the City determines in its reasonable judgment that the Rental Development is not being operated and managed in accordance with any of the requirements and standards of this Agreement, the City shall deliver notice to Developer detailing the deficiencies in the operations and management of the Rental Development and requesting a meeting with Developer. Within fifteen (15) days of receipt by Developer of such written notice, the City and the Developer shall meet in good faith to consider

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methods for improving operations and management of the Rental Development, including, without limitation, replacement of the Manager.
(ii) If, after such meeting, the City elects to direct the Developer to replace the Manager, the City shall so notify Developer in writing within fifteen (15) days following the meeting. Thereupon, Developer shall promptly dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. The City shall have the right to disapprove the replacement Manager within thirty (30) days and, in such case, Developer shall promptly dismiss the replacement Manager and appoint another replacement Manager meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. City shall provide a copy of its notification to Developer to Senior Lender and Senior Lender shall have the right, but not the obligation, to cure the identified deficiencies in operation and management of the Rental Development and appoint a replacement Manager within thirty (30) days of Developer’s failure to do so.
(iii) Any contract for the operation or management of the Rental Development entered into by Developer shall provide that the contract can be terminated as set forth above.

Developer agrees that the Rental Development shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Rental Development.

Annual Inspection. Subject to the rights of the occupants of the Units, the City shall have the right to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Developer is managing the Rental Development in accordance with the requirements of this Agreement. Notwithstanding the foregoing, City may request, and Developer shall grant, more frequent inspections upon reasonable notice to Developer.

Annual Budget. Developer shall submit or shall cause the Manager to submit to the Director on or prior to the commencement of the Required Covenant Period, and on or prior to each annual anniversary thereafter (or on such other date as the Director may approve), an annual budget for the ongoing operation of the Rental Development for approval by the City, which will not be unreasonably withheld. At the City’s request, delivered within thirty (30) days after receipt of the budget, each of Developer and the City shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. Developer shall ensure that any approved budget for the Rental Development shall not cause the Developer to fail to meet its financial covenants under the Senior Loan Documents.

Management of Property. Developer shall be completely responsible for the management, administration and operation of the Rental Development including, but not limited to the hiring and discharge of employees, salaries and all other related Rental Development expenses, maintenance and repairs, including capital expenditures, the financial operations of the Rental Development, the rental and re-rental of the Units in accordance with the occupancy

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requirements set forth in this Agreement and all operational, maintenance and management responsibilities of a developer in a typical multi-family residential housing rental development.

Reserves. The Developer will maintain replacement reserves in accordance with the Loan Agreement and will not withdraw funds from such reserves without the consent of the City, which will not be unreasonably withheld, which City consent shall be subject and subordinate to the rights of the Senior Lender under the Senior Loan Documents.

Manager’s Failure to Perform. In the event the manager appointed by Developer for management of the Rental Development fails to perform the obligations imposed upon Developer by this Section, and if Developer shall fail to cure such default as provided in Article V hereof, such failure shall constitute a default under Article V and the City shall have the right, in addition to any other remedies of the City, to require Developer, upon thirty (30) days’ prior written notice, to appoint a substitute manager, reasonably acceptable to both the City and Developer.

City shall provide a copy of notice of the default caused by the manager’s failure to perform its obligations under this Section to Senior Lender, which shall have the right but not the obligation to cure in the event Developer does not cure the default and the right, but not the obligation to appoint a substitute manager within thirty (30) days of Developer’s failure to appoint a substitute manager.

Gross Mismanagement. During the Required Covenant Period, in the event of “Gross Mismanagement” (as defined below) of the Rental Development, any acts of Gross Mismanagement shall cease immediately upon written notice from the Director, and any omissions constituting Gross Mismanagement shall be corrected within thirty (30) days after written notice from the Director to Developer, or if such act of Gross Mismanagement cannot be corrected within thirty (30) days such longer period of time as is reasonably necessary to effect a cure, not to exceed ninety (90) day. If such an act or omission is not timely ceased or cured, then, Developer shall within sixty (60) days replace the Manager with a new manager reasonably acceptable to the Director. City shall provide a copy of the written notice to the Senior Lender, which shall have the right but not the obligation to correct the Gross Mismanagement and appointment of a new manager in the event Developer does not correct such Gross Mismanagement or appoint a new manager within the same time periods provided Developer, commencing upon Developer’s failure to correct the Gross Mismanagement and appointment of new manager.

For purposes of this Agreement, the term “Gross Mismanagement” means management of the Rental Development in a manner which materially violates the terms and/or intention of this Agreement to operate a quality affordable housing complex, and shall include, but is not limited to, any one or more of the following:
(a) Leasing to tenants who exceed the prescribed income levels; (b) Subject to fair housing laws, allowing tenants to exceed the prescribed occupancy levels without taking immediate action to stop such overcrowding; (c) Under-funding required reserve accounts;
(d) Failing to submit timely and/or adequate annual reports to the City as required herein;

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(e) Failing to comply with this Regulatory Agreement;
(f) Fraud or embezzlement of Rental Development funds, including without limitation funds in the reserve accounts;
(g) Failing to fully cooperate with the Fairfield Police Department or other local law enforcement agency(ies) with jurisdiction over the Rental Development, in maintaining a crime-free environment within the Rental Development; (h) Failing to fully cooperate with the Fairfield Fire Department or other local public safety agency(ies) with jurisdiction over the Rental Development, in maintaining a safe and accessible environment within the Rental Development; and (i) Failing to fully cooperate with the Fairfield Planning and Building and Safety Department, or other local health and safety enforcement agency(ies) with jurisdiction over the Rental Development, in maintaining a decent, safe and sanitary environment within the Rental Development.

Developer is obligated and shall use commercially reasonable efforts to correct any defects in property management or operations at the earliest feasible time.

Code Enforcement. Developer acknowledges and agrees that the City and its employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Rental Development and the individual dwelling units at the Rental Development (and not limited to the Required Affordable Units), both exterior and interior, at reasonable times and upon reasonable notice (not less than 48 hours prior notice, except in an emergency) to Developer and/or an individual tenant. If such notice is provided by the City representative(s) to Developer, then Developer shall immediately and directly advise any affected tenant of such upcoming inspection and cause access to the area(s) and/or Units at the Rental Development to be made available and open for inspection. Developer shall include express advisement of such inspection rights within the lease/rental agreements for each Unit in the Rental Development in order for each and every tenant and tenant household to be aware of this inspection right. The foregoing portion of this Section 5 is without limitation as to the exercise of police powers by the City.

Tenant Leases and Funding Requirements. Developer shall not permit the lease to contain any provision that is prohibited by the PIP Guidelines, the FHTF Requirements, and the Homekey Requirements.

Nondiscrimination. Developer herein covenants by and for itself, its subcontractors, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, nor deial of the benefits of this Agreement ro, any person or group of persons, on the basis of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual orientation, marital status, age, mental disability, physical disability or medical condition (including cancer, HIV and AIDS) or political affiliation or belief, nor any unlawful discrimination against any employee or applicant for employment because of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual

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orientation, marital status, age, mental disability, physical disability or medical condition (including canver, HIV and AIDS), use of family care leave, or political affiliation or belief. Developer shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination or harassment. In addition to the foregoing general obligations, Developer shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900, et seq.), the regulations promulgated thereunder (Title 2, California Code of Regulations, section 7285.0, et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (sections 11135-11139.5) and any state or local regulations adopted to implement any of the foregoing, as such statutes and regulations may be amended from time to time.

These provisions shall further apply to the leasing, sublseasing, transferring, use, occupancy, tenure or enjoyment of the Rental Development, and Developer and any person claiming under or through Developer, shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lesses, sublessees, subtenants, or vendees in the Rental Development.

Notwithstanding the foregoing, with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).

Developer shall include the provisions contained in this subsection in all contracts and subcontracts related to the Rental Development.

Section 5. Parking of Vehicles. Developer shall not permit the parking, storing or keeping of any vehicle except wholly within the parking areas designated for the Required Affordable Units.

Developer shall not permit the parking, storing or keeping of any large commercial type vehicle (dump truck, cement mixer truck, oil or gas truck, etc.), or any recreational vehicle over twenty (20) feet in length (camper unit, motor home, trailer, mobile home or other similar vehicle), boats over twenty (20) feet in length, or any vehicle other than a private passenger vehicle, upon any portion of the Common Areas, including parking spaces. For purposes of this section, a pickup truck with a pickup bed mounted camper shall be considered a private passenger vehicle; provided however, that no such vehicle shall be used for residential purposes while parked on the premises.

Developer shall not permit major repairs or major restorations of any motor vehicle, boat, trailer, aircraft or other vehicle to be conducted upon any portion of the Common Area, including the parking areas, except for emergency repairs thereto and then only to the extent necessary to enable movement of the vehicle to a proper repair facility. No inoperable vehicle shall be stored or kept in the Common Area. Developer shall give the vehicle owner not less than four (4) days, nor more than seven (7) days’ notice and an opportunity to remove any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Notice shall consist minimally of a reasonably diligent attempt to personally notify the vehicle owner or alternatively leaving written notice on the subject vehicle. After due notice and opportunity have been given to the vehicle

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owner, Developer shall have the right to remove, at the vehicle owner’s expense, any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement.

Section 6. Maximum Occupancies. No persons shall be permitted to occupy any Unit within the Rental Development in excess of applicable limit of maximum occupancy set by the City of Fairfield and the laws of the State of California.

Section 7. Signs Required. “No loitering” signs will be posted at each building and enforced by Developer. “Illegally parked vehicles will be towed” signs in compliance with California Vehicle Code requirements will be posted and enforced by Developer.

Section 8. Fences and Electronic Installations. Developer shall not install or knowingly permit to be installed on the exterior of any improvement or building on any fences or any antenna or other television or radio receiving device, excepting satellite dishes having a diameter of eighteen inches (18”) or less, without prior written consent of the City. This prohibition shall not prohibit the installation of cable television or subscription wires or receiving devices.

Section 9. Structural Change. After completion of construction of the Rental Development, nothing shall be done on the Site in, on or to any building which would materially structurally change the exterior or the interior bearing walls of any such building or structure without the prior written consent of the City and any such changes shall be in compliance with all applicable laws including any required permits and ordinances of the City. Nothing herein shall affect the rights of Developer to repair, alter or construct improvements on the buildings on the Site unless such repair, alteration or improvement would impair the structural integrity and/or exterior appearance of said buildings. Nothing herein shall be deemed to prohibit work ordered to be performed by the City building official.

Section 10. Compliance with Laws. Developer shall comply with all applicable laws in connection with the development and use of the Site, including without limitation the Fair Housing Act (42 U.S.C. § 3601, et seq., and 24 C.F.R. § 100.300, et seq.). Developer is a sophisticated party, with substantial experience in the acquisition, development, financing, obtaining financing for, marketing, and operation of affordable housing projects, and with the negotiation, review, and preparation of agreements and other documents in connection with such activities. Developer is familiar with and has reviewed all laws and regulations pertaining to the acquisition, development and operation of the Rental Development and has obtained advice from any advisers of its own choosing in connection with this Agreement.

ARTICLE III
DUTIES OF DEVELOPER: SPECIFIC MAINTENANCE RESPONSIBILITIES Section 1. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner. Any defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein.

Section 2. Front and Side Exteriors. Developer shall at all times maintain the front exterior and yard in a clean, safe and presentable manner, free from defacing marks or any disrepair and any visible side exteriors. Developer shall hire maintenance personnel to maintain and/or repair any front exterior or yard or visible side yard and exterior of any lot or building.

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Section 3. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed by the later to occur of (i) seventy-two (72) hours of their creation or (ii) seventy-two (72) hours after notice to Developer.

Section 4. Driveways. All driveways must be paved and maintained with impervious material in accordance with the City Code. In addition, all water must be made to drain freely to the public part of the waterway without any pooling.

Section 5. Exterior Illumination. Developer shall at all times maintain adequate lighting in all entrance ways and parking areas. Adequate lighting means outdoor, night lighting designed and installed, which provides no less than one (1.0) foot candles in the parking areas and no less than one and one-half (1-1/2) foot candles in the walking areas or common areas and no less than 0.2 foot candles at the point of least illumination.

Section 6. Front Setbacks. All front setback areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by the City and shall be maintained by Developer. The landscaping shall meet minimum standards set from time to time by the City.

Section 7. Trash Bins. All trash shall be collected and placed at all times in an enclosable bin to be placed in a designated refuse/trash bin area. The designated area shall be located so that the bin will, to the extent possible, be readily accessible from the street.

ARTICLE IV

OBLIGATION TO MAINTAIN, REPAIR AND REBUILD
Section 1. Maintenance. If, at any time, Developer fails to maintain the Rental Development or any portion thereof, and said condition is not corrected after the expiration of forty-five (45) days from the date of written notice from the City to Developer (or such greater period of time agreed upon by the City in the event such deficiency cannot reasonably be corrected within fortyfive (45) days), the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Payment shall be due within fifteen (15) days of receipt of an invoice from the City.

Developer agrees to assume full responsibility for the operation and maintenance of the Rental Development throughout the Required Covenant Period without expense to the City, and to perform all repairs and replacements necessary to maintain and preserve the Rental Development and the Site in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to the City and in compliance with all applicable laws. Developer agrees that the City shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Rental Development. Developer hereby waives all rights to make repairs or to cause any work to be performed at the expense of the City as provided for in Section 1941 and 1942 of the California Civil Code.

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The following standards shall be complied with by Developer and its maintenance staff, contractors or subcontractors:
(1) Developer shall maintain the Rental Development, including individual Required Affordable Units, all common areas, all interior and exterior facades, and all exterior project site areas, in a safe and sanitary fashion suitable for a high quality, rental housing project.

Developer’s maintenance obligations shall include, but shall not be limited to: (i) ensuring that electricity, gas, and water service are provided without interruption, except for interruptions outside the reasonable control of Developer, to the Rental Development, (ii) obtaining and maintainin at Developer’s sole cost property, fire and liability insurance in no less than the amounts set forth in this Regulatory Agreement, (iii) paying all property taxes, personal property taxes, and any and all assessments prior to delinquency, and (iv) maintenance and replacement of all exterior landscapingas set forth below.
(2) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(3) Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. (4) The Rental Development shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of the City. (5) All maintenance work shall conform to all applicable federal and state Occupational Safety and Health Act standards and regulations for the performance of maintenance. (6) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations.
(7) Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance.

Section 2. Damage and Destruction Affecting Development - Developer’s Duty to Rebuild.

If all or any portion of the Rental Development is damaged or destroyed by fire or other casualty, Developer shall promptly proceed to obtain insurance proceeds and, subject to the Senior Lender’s rights under the Senior Loan Documents, take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Rental Development to substantially the same condition as the Rental

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Development is required to be constructed pursuant to the Loan Agreement, subject to the sufficiency of the insurance proceeds to cover the actual cost of repair, replacement, or restoration, and Developer shall complete the same as soon as possible thereafter so that the Rental Development can be occupied as an affordable housing project in accordance with the Loan Agreement. In no event shall the repair, replacement, or restoration period exceed eighteen (18) months from the date Developer obtains insurance proceeds unless the Director, in his or her reasonable discretion, approves a longer period of time, subject to the Senior Lender’s rights under the Senior Loan Documents. If the then-existing laws of any other governmental agencies with jurisdiction over the Site do not permit the repair, replacement, or restoration, Developer may elect not to repair, replace, or restore the Rental Development by giving notice to the City (in which event the insurance proceeds shall be treated as Residual Receipts and shall be distributed to the Parties in accordance with the terms of the City Loan entered pursuant to the Loan Agreement, and Developer shall be required to remove all debris from the Site) or Developer may reconstruct such other Rental Development on the Site as is consistent with applicable land use regulations and approved by the City, and any other governmental agency or agencies with jurisdiction, and the City may pursue remedies of its choosing under this Agreement, including without limitation termination of the Loan Agreement and accelerating the payment of the City Loan in accordance with the terms of the City Loan.

In furtherance of the requirements of this Section 2, Developer shall keep the construction on the Site insured by carriers at all times reasonably satisfactory to the City against loss by fire and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage hazard insurance policy, in an amount of the full replacement cost of the constructions.

In the event of loss, Developer shall give prompt notice to the insurance carrier and to the City.

If the Site is abandoned by Developer, or if Developer fails to respond to the City within thirty (30) days from the date notice is mailed by the City to Developer that the insurance carrier offers to settle a claim for insurance benefits, the City is authorized to collect and apply the insurance proceeds at the City’s option either to restoration or repair of the Site.

Section 3. Variance in Exterior Appearance and Design. In the event the Rental Development sustains substantial physical damage due to a casualty event, Developer may apply to the City for approval to reconstruct, rebuild or repair in a manner which will provide different exterior appearance and lot design from that which existed prior to the date of the casualty.

Section 4. Time Limitation. Upon damage to the Site or the Rental Development or other improvements, subject to the requriements of the Senior Lender under the Senior Lender Loan Documents and the receipt and sufficiency of insurance proceeds, Developer shall be obligated to proceed with all due diligence hereunder and commence reconstruction within twelve (12) months after the damage occurs and complete reconstruction within eighteen (18) months after damage occurs or demolition and vacate within eighteen (18) months, unless prevented by causes beyond their reasonable control, in which event reconstruction shall be commenced and completed at the earliest feasible time unless otherwise agreed to by the parties.

ARTICLE V

ENFORCEMENT

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Section 1. Remedies. Breach of the covenants contained in the Regulatory Agreement may be enjoined, abated or remedied by appropriate legal proceeding by the City. No remedies shall be instituted until the party complaining of a violation has provided written notice to the other party and such party has failed to cure the alleged violation within thirty (30) days after delivery of the written notice, provided that if the default is a default other than the violation of Article II, Section 2, Developer shall not be in default so long as Developer commences the cure within such 30 days and thereafter diligently prosecutes the cure to completion and completes the cure within one hundred and twenty (120) days after delivery of the notice.

This Regulatory Agreement does not in any way infringe on the right or duties of the City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings.

Section 2. Nuisance. The result of every act or omission whereby any of the covenants contained in this Regulatory Agreement are violated in whole or in part, if not cured within the time periods specified in Article V Section 1 above, is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owner or its successors in interest, without derogation of the City’s rights under law.

Section 3. Right of Entry. In addition to the above general rights of enforcement, the City shall have the right through its agents and employees, to enter upon any part of the project area for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of the City, and for maintenance and/or repair of any or all publicly owned utilities. In addition, the City has the right of entry at reasonable hours and upon and after reasonable attempts to contact Developer, on any lot to effect emergency repairs or maintenance which Developer has failed to perform. Subsequent to sixty (60) days written notice to Developer specifically outlining Developer’s noncompliance, the City shall have the right of entry on the Site at reasonable hours to enforce compliance with this Regulatory Agreement which Developer has failed to perform.

This Section 3 is without limitation as to the exercise of police powers of the City.

Section 4. Costs of Repair. The costs borne by the City for any such repairs or maintenance emergency and/or non-emergency, shall become a charge for which Developer shall be responsible.

Section 5. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Regulatory Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive.

Section 6. Failure to Enforce. The failure to enforce any of the covenants contained in this Regulatory Agreement shall not constitute a waiver of the right to enforce the same thereafter.

Section 7. Enforcement and Nonliability. The City may from time to time make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this Regulatory Agreement.

However, the City will not be subject to any liability for failure to affirmatively enforce any provision of this Regulatory Agreement.

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ARTICLE VI

GENERAL PROVISIONS
Section 1. Covenant Against Partition. By acceptance of its interest in the Site, Developer shall be deemed to covenant for itself and for its heirs, representatives, successors and assigns, that it will not institute legal proceedings or otherwise seek to effect partition of its right and interest in the interest being conveyed to Developer, or the burdens running with the land as a result of this Regulatory Agreement.

Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect.

Section 3. Term. This Regulatory Agreement shall run with and bind the interest of Developer in the Site, and shall inure to the owner(s) of any property subject to this Regulatory Agreement, his legal representatives, heirs, successors and assigns, and as provided in Article V, be enforceable by the City, for a term equal to the Required Covenant Period as defined herein, provided; however, that the covenants regarding nondiscrimination set forth in Section 4 of Article II of this Regulatory Agreement shall remain in effect for perpetuity. This Regulatory Agreement shall not be subordinate to the lien of any financing obtained by Developer with respect to the Site.

Section 4. Construction. The provisions of this Regulatory Agreement shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Required Affordable Units available at Affordable Rent for Very Low Income Households, and, to the extent provided herein, Low Income Households in conformity with the Prescribed Income Levels. The article and section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.

Developer shall be obligated by this Regulatory Agreement to comply with the provisions hereof, as well as the Loan Agreement. In the event of conflict, Developer shall comply with the most stringent requirements, in each case.

Section 5. Amendments. This Regulatory Agreement may be amended only by the written agreement of Developer and the City with the written consent of the Senior Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 6. Notices. Any notice permitted or required to be delivered as provided herein to Developer shall be in writing and may be delivered either by reputable overnight service or certified mail to its address on the first page hereof, and shall be effective as of one business day after delivery to the messenger service for overnight delivery, or the date of delivery or attempted delivery shown on the return receipt. Such address may be changed from time to time by notice in writing.

Section 7. Notice of Transfer of Title; Notice of Manager. Developer shall promptly notify the City in writing of the identity and address for notices for the initial Manager and any replacement thereof, and Developer shall also promptly notify the City in writing of any conveyance of the Approved Housing Development, including the name of any buyer and the address for notices of the buyer.

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Section 8. HCD as Third-Party Beneficiary. The City and Developer acknowledge and agree that HCD is an express third-party beneficiary of this Regulatory Agreement, that HCD has provided the Homekey+ funding in reliance on this Regulatory Agreement, and that HCD has a direct right and privilege, but not the obligation, of enforcement against the City and/or Developer in the event of the City’s and/or Developer’s breach, default, or other noncompliance under this Regulatory Agreement, which right is exercisable in HCD’s sole and absolute direction. [Remainder of the page intentionall left blank.]
[Signatures on the following page.]

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Regulatory Agreement
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DEVELOPER:

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President

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CITY:

City of FAIRFIELD,
a general law city
By:

David Gassaway,
City Manager
APPROVED AS TO FORM:
[David Lim, City Attorney]

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EXHIBIT A

LEGAL DESCRIPTION
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

Parcel One:

Parcel "1" as shown and described on that certain Parcel Map entitled "Parcel Map of the lands of Edward Parish, et al, Portion Lot 38, Rancho Tolenas & South 1/2, Section 12, Township 5 North, Range 2 West, M.D.B & M. Ext. Fairfield, Solano County, California", which said parcel map was filed for record on October 27, 1986, in Book 30 of Parcel maps at Page 29, in the office of the Solano County, California recorder.

Excepting therefrom all that portion described as Parcel 2 as shown on the Parcel Map entitled, "Parcel Map of E-2 8 Motel Property" filed July 10, 2001 in Book 42 of Parcel Maps, at Page 80.

Parcel Two:

A non-exclusive easement for private common and reciprocal access rights, as set forth in that certain instrument entitled "Declaration Re Private Access Rights", recorded September 23, 1986, as Instrument No. 52477, Page 107975, official records.

APN: 0167-130-240

2348\02\4103095.2
State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

2348\02\4103095.2
State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

2348\02\4103095.2
State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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EXHIBIT B
Homekey+ Requirements
Unit Mix and Area Median Income Limits
Type Income of Household
as Percentage of AMI Number of Units Homekey+ Population Population
Studio 30% 2
Homekey+
Population
People
Experiencing
Homelessness
1BR/1BA 30% 48
Homekey+
Population
People
Experiencing
Homelessness
2BR/1BA unrestricted 1 N/A N/A
Accessibility and Mobility Disabilities
No less than eight (8) Units will have features accessible to persons with mobility disabilities, as defined in 24 C.F.R. Section 8.22, exceeding the state and federal accessibility requirements set forth in Section 508. Non-Discrimination and Accessibility of the California Department of Housing and Community Development Homekey+ Notice of Funding Availability – November 26, 2024 (amended January 31, 2025 and August 7, 2025).

Accessibility and Hearing or Vision Disabilities
No less than five (5) Units will have features accessible to persons with hearing and vision disabilities, as defined in 24 C.F.R. Section 8.22, meeting the requirements of the California Department of Housing and Community Development Homekey+ Notice of Funding Availability – November 26, 2024 (amended January 31, 2025 and August 7, 2025).

2348\02\4084653.2
WHEN RECORDED MAIL TO:

The City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Attn: City Manager
with a copy to:

Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attention: Project Manager
APN: 0167-130-240
SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, dated as of [_______], 2025, among FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership, herein called TRUSTOR, whose address is: 5251 Ericson Way, Suite A, Arcata, CA 95521, Attn: Project Manager.

FIRST AMERICAN TITLE COMPANY, herein called TRUSTEE, and the CITY OF FAIRFIELD, a general law city, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Fairfield, County of Solano, State of California, described as:

SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing payment of the sum of $23,071,082 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof. A breach or default under the promissory note or a breach or default under the Affordability Restrictions and Regulatory Agreement encumbering said property (“Regulatory Agreement”), or under any obligation secured by a deed of trust encumbering all or any portion of said property, shall be deemed to constitute a default hereunder.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Solano County in the Official Records of said County, shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of

2348\02\4084653.2
Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.
[Remainder of the page intentionall left blank.]
[Signatures on the following page.]

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Deed of Trust
(Vista Ridge)
2348\02\4084653.2

TRUSTOR:

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President

2348\02\4084653.2
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

2348\02\4084653.2
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT A

LEGAL DESCRIPTION
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

Parcel One:

Parcel "1" as shown and described on that certain Parcel Map entitled "Parcel Map of the lands of Edward Parish, et al, Portion Lot 38, Rancho Tolenas & South 1/2, Section 12, Township 5 North, Range 2 West, M.D.B & M. Ext. Fairfield, Solano County, California", which said parcel map was filed for record on October 27, 1986, in Book 30 of Parcel maps at Page 29, in the office of the Solano County, California recorder.

Excepting therefrom all that portion described as Parcel 2 as shown on the Parcel Map entitled, "Parcel Map of E-2 8 Motel Property" filed July 10, 2001 in Book 42 of Parcel Maps, at Page 80.

Parcel Two:

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A non-exclusive easement for private common and reciprocal access rights, as set forth in that certain instrument entitled "Declaration Re Private Access Rights", recorded September 23, 1986, as Instrument No. 52477, Page 107975, official records.

APN: 0167-130-240EXHIBIT B

RIDER TO DEED OF TRUST
Exhibit B to Deed of Trust with Assignment of Rents dated as of [______], 2025, executed by FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership, as “Trustor”, to First American Title Company, as “Trustee”, for the benefit of the CITY OF FAIRFIELD, as “Beneficiary” (“Deed of Trust”).

1. DUE ON SALE OR ENCUMBRANCE. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term “Transfer” means and includes the direct or indirect sale, transfer, conveyance, mortgage, further encumbrance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract, sales agreement or similar instrument affecting all or a portion of the Property, granting of an option to purchase any portion of or interest in the Property or any interest therein, or the lease of all or substantially all of the Property or of all or substantially all of the improvements situated on the Property. “Transfer” shall not include a Transfer permitted in the Loan Agreement so long as Trustor complies with the provisions of the Agreement relating to such activity. “Transfer” shall not include the leasing of individual dwelling units on the Property in compliance with applicable recorded Regulation Agreements with the Beneficiary. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

2348\02\4084653.2
State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

2348\02\4084656.3

SECURED PROMISSORY NOTE
[__________], 2025 $23,071,081.00
Fairfield, California
FOR VALUE RECEIVED, the undersigned, FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership (“Maker” or “Developer”), having its principal place of business at 5251 Ericson way, Suite A, Arcata, CA 95521, promises to pay to the order of the CITY OF FAIRFIELD, a general law city (“Payee” or the “City”), at 1000 Webster Street, Fairfield, CA 98533, Attention: City Manager, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of TWENTY-THREE MILLION SEVENTYONE THOUSAND EIGHTY-ONE AND NO/100 DOLLARS ($23,071,081.00), together with interest on the unpaid principal amount of this promissory note (the “City Loan Note”) from time to time outstanding at the “Applicable Interest Rate,” as defined below, in lawful money of the United States of America. This City Loan Note is being delivered, and the loans evidenced hereby are being made, pursuant to the terms of a Development Loan Agreement between Developer and the City (“Loan Agreement”). All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the Loan Agreement.

As of the date of this City Loan Note, the sum of $23,071,081 of principal is outstanding; the loan shall be disbursed by City as described in the Loan Agreement, upon the written request of Developer, subject to the terms and conditions in Section 2.2 of the Loan Agreement. “Applicable Interest Rate” means three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of: (i) seven percent (7%) per annum, simple interest, or (ii) the maximum rate permitted by applicable law.

1. Payments. Payments under this City Loan Note shall be due and payable as follows: Payments of 25% of all Residual Receipts, and after deferred developer fee has been paid in such amount described in the Loan Agreement or otherwise approved by the City, 100% of all Residual Receipts (“City Portion”) payable on July 1 after the first anniversary of issuance of a final certificate of occupancy for the Project pursuant to the Loan Agreement, and each July 1 anniversary thereafter until this City Loan Note has been satisfied in full. Payments shall first be applied to accrued interest, then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of (i) a default under the Loan Agreement, any Regulatory Agreement entered into pursuant to the Loan Agreement, or the deed of trust securing this City Loan Note not cured within the applicable cure period after delivery of required notice; (ii) as provided in Section 4 below; or (iii) fifty-five (55) years after the date a final certificate of occupancy is issued for the Project (the “City Maturity Date”).

2. Secured by Deed of Trust. Repayment of this City Loan Note is secured by a deed of trust (the “City Loan Deed of Trust”) of this date executed by Maker for the benefit of Payee encumbering the property described in the City Loan Deed of Trust (the “Property” or “Site”).

2348\02\4084656.3

3. Prepayment. Maker shall have the right to prepay amounts owing under this City Loan Note at any time, without penalty or premium.

4. Due on Sale or Encumbrance. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term “Transfer” means and includes the direct or indirect sale, transfer, conveyance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or the lease of all or substantially all of the Property or of all or substantially all of the improvements located thereon. Transfer shall not include any “Permitted Transfer” as such term is defined in the Loan Agreement. “Transfer” shall not include any lease of a rental unit so long as Trustor complies with the provisions of the Regulatory Agreement relating to such leasing activity. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

5. Miscellaneous.
(a) Governing Law. All questions with respect to the construction of this City Loan Note and the rights and liabilities of the parties to this City Loan Note shall be governed by the laws of the State of California.
(b) Attorneys’ Fees.
(i) Maker shall reimburse Payee for all reasonable attorneys’ fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee’s rights under this City Loan Note, including, without limitation, reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out-of-court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys’ fees, costs and expenses incurred to protect Payee’s security and attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term “expenses” means any expenses incurred by Payee in connection with any of the out-of-court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding.
(ii) Payee shall also be entitled to its attorneys’ fees, costs and expenses incurred in any post-judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this City Loan Note into any judgment on this City Loan Note.
(c) Entire Agreement. This City Loan Note and the relevant provisions of the Loan Agreement constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written.

2348\02\4084656.3
(d) Time of the Essence. Time is of the essence with respect to every provision hereof.
(e) Waivers by Maker. Except as otherwise provided in any agreement executed in connection with this City Loan Note, Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this City Loan Note or in any proceeding against any of the rights or interests in or to properties securing payment of this City Loan Note. (f) Non-waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this City Loan Note or the City Loan Deed of Trust shall constitute a waiver of any breach, default, or failure of condition under this City Loan Note, the City Loan Deed of Trust or the obligations secured thereby. A waiver of any term of this City Loan Note, the City Loan Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this City Loan Note and the terms of any other document related to the loan evidenced by this City Loan Note, the terms of this City Loan Note shall prevail. (g) Non-Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the Loan Agreement, Regulatory Agreement or Deed of Trust shall be a non-recourse obligation of Borrower, such that neither Borrower nor any partner of Borrower shall have any personal obligation to make any payments or perform any other obligations of Borrower.

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Secured Promissory Note
(Vista Ridge)
2348\02\4084656
MAKER:

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President

1 2348\02\4099482.3

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

The City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Attn: City Manager
with a copy to:

Fairfield North Texas Street LP
5251 Ericson Way, Suite A
Arcata, CA 95521
Attention: Project Manager
No fee for recording pursuant to
Government Code Sections 27383, 27388.1, and 6103
APN: 0167-130-240 (SPACE ABOVE THIS LINE FOR RECORDER'S USE)

SUBORDINATION AGREEMENT
(Vista Ridge Homekey Regulatory Agreement)
THIS SUBORDINATION AGREEMENT (the "Agreement") is made as of [___________], 2025, by FAIRFIELD NORTH TEXAS STREET LP, a California limited partnership (the "Owner"), the CITY OF FAIRFIELD, a general law city (the "City"), and BANC OF CALIFORNIA, a California corporation (the “Lender”). Collectively, Owner, the City, and Lender are referred to as the “Parties,” or individually as a “Party.”

RECITALS
A. Owner owns that certain real property located at 3331 North Texas Street, in the City of Fairfield, County of Solano, State of California, as more particularly described in Exhibit A (the "Property"), currently improved with a hotel that will be converted to a fifty-one (51) unit affordable housing development, consisting of two (2) studio units, forty-eight (48) onebedroom units, and one (1) unrestricted two-bedroom manager’s unit (the "Improvements").

The Property and the Improvements are collectively referred to as the "Development." B. California Health and Safety Code Section 50675.1.1 established the Homekey Program (the "Homekey Program"). The California Department of Housing and Community Development ("HCD") issued a Notice of Funding Availability for the Homekey+ Program, Round 3 on November 26, 2024 (amended January 31, 2025 and August 7, 2025). HCD awarded the City Homekey+ Program funds in the form of a grant. Owner and the City entered into that certain Affordability Restrictions and Regulatory Agreement (Local Housing Trust Fund, Prohousing Incentive Program, Homekey+) dated as of even date herewith (the "Homekey Regulatory Agreement") in connection with an allocation of Homekey Program funds in the amount of [Twenty-One Million, Five-Hundred Thirty-Five Thousand, Five Hundred Forty

2 2348\02\4099482.3
Dollars ($21,535,540)] (the "Homekey Funds) for the rehabilitation of the Development to be converted from a hotel and used for affordable housing. In addition to the Homekey Funds, the City is also providing to Owner Fairfield Housing Trust Fund financing in the amount of One Million Dollars ($1,000,000) (the “FHTF Funds”) and Prohousing Incentive Program financing in the amount of Five Hundred Thirty-Five Thousand, Five Hundred Forty-One Dollars ($535,541) (the “PIP Funds”). The Homekey Funds, FHTF Funds, and PIP Funds totaling Twenty-Three Million Seventy-One Hundred Thousand Eighty-One Dollars ($23,071,081) will be secured by that Certain Deed of Trust with Assignment of Rents (Short Form) to be recorded concurrent herewith (the “City Deed of Trust”).

C. Owner and Lender entered into that certain [Loan Agreement] dated concurrently herewith, pursuant to which Lender will provide a construction bridge loan and permanent loan in the approximate amount of [Three Million Two Hundred Thirty-Five Thousand Three Hundred Ninety-Seven Dollars ($3,235,397)] (the "Lender Funds"). The Lender Funds will be secured by that certain [Deed of Trust with Assignment of Rents] to be recorded concurrent herewith (the “Lender Deed of Trust”).

D. As a condition to providing the Homekey Funds, and pursuant to the requirements of the Homekey Regulatory Agreement, the Homekey Regulatory Agreement must be recorded in a senior position against the Property. HCD requires that the City, Lender, and Owner execute and deliver this Subordination Agreement, subordinating the City Deed of Trust and Lender Deed of Trust to the Homekey Regulatory Agreement.

NOW THEREFORE, for good and valuable consideration, the Parties agree as follows:

1. Owner, Lender, and the City each acknowledge and agree for the benefit of the City and HCD that the Homekey Regulatory Agreement shall unconditionally be and at all times remain a lien or charge on the Property prior and superior to the rights of the City under the City Deed of Trust and Lender under the Lender Deed of Trust. Lender intentionally and unconditionally subordinates all of the Lender's right, title and interest in and to the Lender Deed of Trust to the lien or charge of the Homekey Regulatory Agreement. The City intentionally and unconditionally subordinates all of the City’s right, title and interest in and to the City Deed of Trust to the liens or charges of the Homekey Regulatory Agreement and the Lender Deed of Trust. Lender will also record a subordination Agreement with the City to evidence the subordination of the City Deed of Trust to the Lender Deed of Trust (the “Lender-City Subordination Agreement”). The recording order will be as follows:
a. Homekey Regulatory Agreement
b. Lender Deed of Trust
c. City Deed of Trust
d. this Agreement
e. Lender-City Subordination Agreement

2. The Parties agree to cooperate with each other and perform any acts and execute, acknowledge and deliver any additional agreements, documents, or instruments that may be

3 2348\02\4099482.3
reasonably necessary or desirable to carry out the provisions or to effectuate the purpose of this Agreement.

3. This Agreement and the Lender-City Subordination Agreement represent the entire agreement among the Parties on the subject matter hereof, and except as expressly provided herein, shall not be affected by reference to any other documents. Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, but such may be accomplished only by an instrument in writing signed by the Party against whom enforcement of the change, waiver, discharge, or termination is sought.

4. If any of the provisions or terms of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other of the terms hereof, and this Agreement shall be construed as if such unenforceable term had never been contained herein.

5. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument.

Exhibit A is attached hereto and incorporated herein by this reference. [SIGNATURES ON FOLLOWING PAGE]

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Signature Page
Homekey Subordination Agreement
(Vista Ridge)
2348\02\4099482.3
IN WITNESS WHEREOF, the Parties have entered into this Agreement, as of the date first written above.

OWNER:

FAIRFIELD NORTH TEXAS STREET LP,
a California limited partnership
By: Fairfield North Texas Street LLC,
a California limited liability company,
its Administrative General Partner
By: Danco Communities,
a California corporation,
its Manager
By:

Daniel Johnson
President
By: Community Revitalization and Development
Corporation, a California nonprofit public
benefit corporation, its Managing General Partner
By:

David Rutledge
President
LENDER:

Banc of California,
a California corporation,
By: ____________________________
[name,
title]

S
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Signature Page
Homekey Subordination Agreement
(Vista Ridge)
2348\02\4099482.3

S-3
Signature Page
Homekey Subordination Agreement
(Vista Ridge)
2348\02\4099482.3
CITY:

CITY OF FAIRFIELD,
a general law city
By:

Name:_ David Gassaway
Its:_ City Manager
APPROVED AS TO FORM BY:

By: ______________________________
[David Lim, City Attorney]

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

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

2348\02\4099482.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

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

2348\02\4099482.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

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

A-1
Homekey Subordination Agreement
(Vista Ridge)
2348\02\4099482.3

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
The land is situated in the City of Fairfield, County of Solano, State of California and is described as follows:

Real property in the City of Fairfield, County of Solano, State of California, described as follows:

Tract One:

Parcel "1" as shown and described on that certain Parcel Map entitled "Parcel Map of the Lands of Edward Parish, et al, Portion Lot 38, Rancho Tolenas & South 1/2, Section 12, Township 5 North, Range 2 West, M.D.B & M. Ext. Fairfield, Solano County, California", which said parcel map was filed for record on October 27, 1986, in Book 30 of Parcel Maps at Page 29, in the office of the Solano County, California Recorder. Excepting therefrom all that portion described as Parcel 2 as shown on the Parcel Map entitled, "Parcel Map of E-2 8 Motel Property" filed July 10, 2001 in Book 42 of Parcel Maps, at

Tract Two:

A non-exclusive easement for private common and reciprocal access rights, as set forth in that certain instrument entitled "Declaration Re Private Access Rights", recorded September 23, 1986, as Instrument No. 52477, Page 107975, Official Records. APN: 0167-130-240

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX

AUTHORITY, PURPOSE AND SCOPE OF WORK

1. Authority
California Assembly Bill No. 140 (Chapter 111, Statutes of 2021) (“AB 140”) and California Assembly Bill No. 531 (Chapter 789, Statutes of 2023) added section 50675.1.3 and 50675.1.5 to the Multifamily Housing Program (“MHP”) (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Health and Safety Code section 50675.1.3 and 50675.1.5 provide the statutory basis for the Homekey+ Program (“Homekey+” or “Program”). Health and Safety Code section 50675.1, subdivision (d) authorizes the Department of Housing and Community Development (“Department” or “HCD”) to administer MHP.

The Department issued a Homekey+ Program Notice of Funding Availability on November 26, 2024, which was subsequently amended January 31, 2025 and August 7, 2025. (the “NOFA”). The NOFA incorporates by reference the MHP, as well as the Multifamily Housing Program Final Guidelines, dated May 18, 2023 (“MHP Guidelines”), both as amended and in effect from time to time. The NOFA, further, incorporates by reference, the Uniform Multifamily Regulations (UMRs) (Cal. Code Regs., tit. 25, § 8300 et seq.), effective November 15, 2017, and as subsequently amended, except to the extent that any UMR provision would be inconsistent with the provisions of the NOFA.

Homekey+ grant funds are derived primarily from Proposition 1 bond funds established by the Behavioral Health Infrastructure Bond Act (BHIBA) (AB 531, Chapter 789, Statutes of 2023). Homekey+ funds are also derived from Assembly Bill 129 (Chapter 40, Statutes 2023) and Assembly Bill 166 (Chapter 48, Statutes 2024) or Round 5 and 6, respectively, of the Homeless Housing Assistance Prevention (HHAP). In accordance with HSC Section 50232, subdivision (h), the administration of HHAP 5 funds is not subject to the rulemaking provisions of the Administrative Procedure Act (APA) ((Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2 of the Government Code)). In accordance with HSC Section 50239, subdivision (h), the administration of HHAP 6 funds is not subject to the rulemaking provisions of the APA.

This STD 213, Standard Agreement (“Agreement”) is entered under the authority and in furtherance of the Program. This Agreement is the result of an Application by the Grantee, as defined below, for funding under the Program (the “Grant”). As such, this Agreement shall be executed by the Grantee. Where the Grantee comprises a Public Entity or Tribal Entity, as defined below, and one or more additional entities, all entities shall execute the Agreement.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
This Agreement hereby incorporates by reference the Application, as well as the project report prepared by the Department in reliance on the representations and descriptions included in that Application. This Agreement is governed by the following (collectively, the “Program Requirements”), and each of the following, as amended and in effect from time to time, is incorporated hereto as if set forth in full herein:

A. AB 140;
B. AB 531
C. AB 129 and AB 166 (HHAP Homekey+ Supplemental funds) D. The above-referenced MHP statutory scheme;
E. The NOFA;
F. The MHP Guidelines;
G. The UMRs;
H. The award letter issued by the Department to the Grantee; and I. All other applicable law.

2. Purpose
The Homekey+ Program is intended to provide housing for individuals and families who have a Behavioral Health Challenge as defined in the California Welfare and Institutions Code Section 5965.02 to include but not be limited to a serious mental illness, as described in subdivision (c) or (d) of Welfare and Institutions Code (WIC) Section 14184.402, or a substance use disorder, as described in WIC Section 5891.5.

Enrollment in Medi-Cal or in any other health plan shall not be a condition for accessing housing or continuing to be housed. The Homekey+ program must serve those with a Behavioral Health Challenge and who are homeless or who are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations.

Funds in the NOFA allocated to Veterans units must also serve a person who served in the active military, naval, or air service, and who was discharged or released under conditions other than dishonorable and who is experiencing or at risk of homelessness as defined in Title 24 CFR Part 578.3
(“Target Population”).

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
Grantee applied to the Department for the Grant to conduct one or more of the activities outlined in Paragraph 4 below. By entering into this Agreement and thereby accepting the award of Program Grant funds, the Grantee agrees to comply with the Program Requirements and the terms and conditions of this Agreement.

3. Definitions
Any capitalized terms that are not defined below shall have the definitions set forth in the NOFA, the MHP statutes, and the MHP Guidelines. In the event of any conflict, the definitions in this Agreement and the NOFA are controlling.

A. “Affordability Covenant” means the legally binding 55-year instrument which (a) is recorded in first position against Project real property for the benefit of the state, regional, local, or Tribal Grantee; (b) imposes use, operation, occupancy, and affordability restrictions on the real property and improvements; and (c) duly names HCD as a third-party beneficiary with the right and privilege, but not the obligation, of enforcement thereof, (d) incorporates the Homekey+ Program Requirements by reference, and (e) is otherwise in form and substance acceptable to HCD. Upon its execution, the Affordability Covenant shall be binding, effective, and enforceable against all successors, transferees, and assignees, in accordance with Section 208 of the NOFA, after a certificate of occupancy or its equivalent has been issued for the Project, or if no such certificate is issued, from the date of initial occupancy of the Project.

Affordability Covenants on Tribal trust land are addressed separately under Section 208 of the NOFA.

B. “Application” means the application for Grant funds that was submitted in response to the Homekey+ NOFA.

C. "Area Median Income" or "AMI" means the most recent applicable county area median family income published by the California Tax Credit Allocation Committee (TCAC) or HCD.

D. “Assisted Unit” means a Homekey+ funded residential dwelling unit in Permanent Supportive Housing (PSH) that is subject to rent, income, occupancy, and other restrictions in accordance with t Homekey + Program Requirements.

See also “Youth Assisted Unit.”
E. "At Risk of Homelessness" has the same meaning as defined in Title 24 Code of Federal Regulations Part 578.3.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
F. "Award" means the portion of program funds available for a Grantee to expend toward the Homekey+ program Eligible Uses.

G. “Behavioral Health Challenge” has the same meaning as defined in NOFA Article VII. Definitions Section (vii.).

H. “Capital Award” means the portion of the Award available for a Grantee to expend toward Project acquisition, any needed Rehabilitation, new construction, master leasing, and affordability covenant costs.

I. “Case Manager” is a social worker or other qualified person who has or is supervised by a person with a relevant master’s degree. At its sole discretion, the Department may approve Supportive Service plans where Case Managers cannot be supervised by a person with a master’s degree. A Case Manager facilitates individualized service planning, and the assessment, coordination, monitoring, referral, and advocacy of services to meet tenants’ Supportive Services needs, including, but not limited to, access to medical and mental health services, substance use disorder treatment and services, vocational training, employment, home and community-based services and crisis management and interventions. Resident service coordinators are not Case Managers. For Homekey+ tenants who are also HUD-VASH program participants, the Case Manager for services will be the applicable U.S. Department of Veterans Affairs (VA) Case Manager (or third-party provider selected by the VA), in accordance with the HUD-VASH Program.

J. “Chronically Homeless” means a person who is chronically homeless, as defined in Title 24 Code of Federal Regulations Part 578.3.

K. "City" means a City or City and County that is legally incorporated to provide local government services to its population. A City can be organized either under the general laws of this state or under a charter adopted by the local voters.

L. “Co-Applicant” means the nonprofit corporation, for-profit corporation, limited liability company (LLC), and/or limited partnership (LP) that is jointly applying for Homekey+ funds with a state, regional, or Local Public Entity, or with a Tribal Entity.

M. “Conditional Award Letter” or “Conditional Award Commitment and Acceptance of Terms and Conditions letter” means a letter specifying the portion of program funds available for a Grantee to expend toward eligible program uses once the Grantee has acknowledged and fulfilled the terms and conditions.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
N. "Continuum of Care" means the same as defined by Title 24 CFR Part 578.3.

O. “Coordinated Entry System” means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program tenant intake, assessment, and provision of referrals. To satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool.

P. “Date of Award” means the date of the Conditional Award Commitment and Acceptance of Terms and Conditions letter issued from the Department to the Grantee.

Q. “Designated Payee” means the Co-Grantee that will serve as the payee of the Program Grant funds. If applicable, the Designated Payee is identified at Exhibit E of this Agreement.

R. “Eligible Applicant” means a City; county; a City and county; any other state, regional, and Local Public Entity, including a council of government, metropolitan planning organization, and regional transportation planning agency designated in Section 29532.1 of the Government Code; or a Tribal Entity(ies) as defined in this NOFA. For purposes of this definition, a “Local Public Entity” is further defined in accordance with HSC section 50079. As allowed or required by context, “Applicant” shall be interpreted to include any of the foregoing entities, as well as that entity’s Co- Applicant. Upon receiving an Award of Homekey+ funds, the Eligible Applicant and any Co-Applicant(s) will, both individually and collectively, be referred to as the “Grantee” for purposes of the Homekey+ NOFA.

Please see NOFA Section 200 for specific eligible applicant requirements for Homekey+ HHAP Supplemental Funds.

S. “Eligible Uses” means the activities that may be funded by the Homekey+ Program Grant. Those activities are listed at Paragraph 4 below of this Agreement, and at Health and Safety Code section 50675.1.3, subdivision (a).

T. “Expenditure Deadline for Capital Funds” means the date by which the capital Award must be fully expended, as noted in Exhibit E of this Agreement.

U. “Expenditure Deadline for Operating Funds” means the date by which the operating Award must be fully expended, as noted in Exhibit E of this agreement.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
V. “Foster Youth” means a child or nonminor dependent, as defined by Section 475 of Title IV-E of the Social Security Act (42 U.S.C. Sec. 675(8)) and subdivision (v) of Section 11400 of the Welfare and Institutions Code, who has been removed from the custody of their parent, legal guardian, or Indian custodian pursuant to Section 361 or 726 of the Welfare and Institutions Code, and who has been ordered into any placement described in paragraphs (2) to (9), inclusive, of subdivision (e) of Section 361.2 of, or paragraph (4) of subdivision (a) of Section 727 of, the Welfare and Institutions Code.

W. “Grantee” means the Eligible Applicant (and, if applicable, the Co- Applicant) that has been awarded funds under Homekey+, and that will be held responsible for compliance with and performance of all Homekey+ Program Requirements.

The Grantee may comprise one or more entities, so long as the Grantee structure includes an “Eligible Applicant,” as that term is defined in this NOFA. All such entities shall, in their individual and collective capacity as the “Grantee,” be bound by the Homekey+ Standard Agreement and each and every one of the Homekey+ program terms, conditions, and requirements. On the STD 213 portion of this Agreement, the Grantee is identified as the Contractor.

X. “Homekey+ Program Requirements (or “Program Requirements”)” means the following, all as amended and in effect from time to time:
1) the Homekey+ Program Notice of Funding Availability. 2) Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code.
3) the Grantee’s application for Homekey+ funding.
4) the Project report prepared by HCD in reliance on the representations and descriptions included in the Grantee’s application for Homekey+ funding. 5) the Conditional Award letter issued by HCD to the Grantee. 6) the relevant STD 213, Standard Agreement for the Homekey+ funding; and,
7) all other applicable law.

Y. “Homeless” has the same meaning as defined in Title 24 CFR Part 578.3.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
Z. “Homeless Youth” means a child, a youth, or a current or former foster youth through the age of 25 who qualifies as “Homeless” under any of the relevant definitions set forth or identified in Title 24 Code of Federal Regulations Part 578.3.

AA. "Housing First" has the same meaning as in Welfare and Institutions Code section 8255, including all the core components listed therein.

BB. “Lead Service Provider” or “LSP” is the organization that has overall responsibility for the provisions of Supportive Services and implementation of the Supportive Services plan in the Project. The LSP may directly provide comprehensive case management services or contract with other agencies that provide services. For HUD-VASH tenants, the LSP will enable the applicable Veterans Affairs Case Manager to administer services in accordance with the HUD-VA Supportive Housing (VASH) Program.

CC. “Local Public Entity” is defined at Health and Safety Code section 50079, and means any county, city, city and county, the duly constituted governing body of an Indian reservation or rancheria, tribally designated housing entity as defined in Section 4103 of Title 25 of the United States Code and Section 50104.6.5, redevelopment agency organized pursuant to Part 1 (commencing with Section 33000) of Division 24, or housing authority organized pursuant to Part 2 (commencing with Section 34200) of Division 24, and also includes any state agency, public district, or other political subdivision of the state, and any instrumentality thereof, that is authorized to engage in or assist in the development or operation of housing for persons and families of low or moderate income. In addition, and in accord with this Health and Safety Code definition, the term “Local Public Entity” also includes two or more local public entities acting jointly.

DD. “Manager’s Unit” is a unit in which the onsite manager of the Project resides. A Manager’s Unit will not be an Assisted Unit. Manager’s Units may be included for Homekey+ funding under the development budget; however, no Manager’s Unit may be included in funding requests for a Homekey+ operating award.

Manager’s Units shall be restricted to households at or below 60% AMI.

EE. “Operating Award” means the amount awarded by HCD to pay for the recurring expenses of the Project, such as utilities; maintenance; management fees; taxes; licenses; and Supportive Services costs, which may include staffing and service coordination. Operating Expenses do not include debt service or required reserve account deposits.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
FF. "Operating Expenses" means the amount approved by HCD that is necessary to pay for the recurring expenses of the Project, such as utilities; maintenance; management fees; taxes; licenses; and Supportive Services costs, which may include staffing and service coordination. Operating Expenses do not include debt service or required reserve account deposits.

GG. “Performance Milestones” means the indicators and metrics of progress and performance that are identified as such at Exhibit E of this Agreement. Grantee’s failure to satisfy any one of the Performance Milestones will constitute a breach of this Agreement and will entitle the Department to exercise all available remedies, including the recapture of disbursed Grant funds and the cancellation of this Agreement.

HH. “Performing Debt” refers to non-government, long-term (or permanent) financing of a Project intended to generate a profit for a private or non-profit lender requiring ongoing mandatory debt service payments.

II. “Permanent Supportive Housing” or “PSH” means housing with no limit on length of stay, that is occupied by the Target Population, and that is linked to onsite or offsite services that assist the supportive housing resident in retaining the housing, improving their health status, and maximizing their ability to live and, when possible, work in the community, as defined at California Government Code Section 65582 (g) , except that "Permanent Supportive Housing" shall include associated facilities if used to provide services to housing residents.

JJ. “Positive Youth Development” or “PYD” is an intentional, prosocial approach that engages youth within their communities, schools, organizations, peer groups, and families in a manner that is productive and constructive; recognizes, utilizes, and enhances young people’s strengths; and promotes positive outcomes for young people by providing opportunities, fostering positive relationships, and furnishing the support needed to build on their leadership strengths.

KK. “Project” means a structure or set of structures with common financing, ownership, and management, which provides Permanent Supportive Housing for the Target Population, and which is subject to an appropriate Affordability Covenant in accordance with Section 208 of the NOFA.

LL. "Rehabilitation" means repairs and improvements to a substandard residential structure necessary to make it meet Rehabilitation standards. As used in this section, “substandard residential structure” has the same meaning as the term “substandard building,” as defined in HSC Section 17920.3. “Rehabilitation” also

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
includes improvements and repairs made to a residential structure acquired for the purpose of preserving its affordability and use by the Target Population.

MM. “Secondary Tenant” means 1) Veterans who are Homeless whose incomes are up to 50% AMI and are receiving income as a result of service-connected disability benefits, or 2) Veterans experiencing homelessness with an income of up to 60% AMI.

NN. “Scope of Work” or “Work” means the work to be performed by the Grantee to accomplish the Program purpose.

OO. “Sponsor” means the legal entity or combination of legal entities with continuing control of the Project. Where a Grantee is or will be organized as a limited partnership, Sponsor includes the general partner or general partners who have effective control over the operation of the partnership, or, if the general partner is controlled by another entity, the controlling entity. Sponsor does not include the seller of the property to be developed as the Project, unless the seller will retain control of the Project for the period of time necessary to ensure Project feasibility as determined by the Department.

PP. “Standard Agreement” means the STD 213, STD 215, all exhibits attached thereby and any and all amendments thereto.

QQ. “Supportive Services” means social, health, educational, income support, employment, and housing stability services and benefits; coordination of community building and educational activities; individualized needs assessment and case management; and individualized assistance with obtaining services and benefits.

RR. “Target Population” means individuals, or households with an individual, who are experiencing homelessness or who are At Risk of Homelessness as defined under part 578.3 of Title 24 of the Code of Federal Regulations and who have or are suspected of having a Behavioral Health Challenge. These individuals and households must include a person described in Welfare and Institutions Code (WIC) subdivision (c) or (d) of Section 14184.402, or a person with a substance use disorder, as described in Section 5891.5. However, enrollment in Medi-Cal or in any other health plan shall not be a condition for accessing housing or continuing to be housed. For Veteran-serving Projects the Target Population also includes Veterans.

SS. “TCAC” means the California Tax Credit Allocation Committee.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
TT. “Tribal Entity(ies)” means an entity that meets any of the following criteria:
1) Meets the definition of Indian tribe under section 4103(13)(B) of title 25 of the United States Code;
2) Meets the definition of Tribally Designated Housing Entity under section 4103(22) of title 25 of the United States Code;
3) Is not a federally recognized tribe, but is either:
a) Listed in the petitioner list of the Office of Federal Acknowledgment (OFA) within the Office of the Assistant Secretary – Indian Affairs of the Department of the Interior pursuant to Part 82.1 of Title 25 of the Code of Federal Regulations; or
b) Is an Indian tribe located in the State of California and identified on the contact list maintained by the Native American Heritage Commission for the purpose of consultation pursuant to Government Code section 65352.3.

UU. “Veteran” means a person who served in the active military, naval, or air service, and who was discharged or released under conditions other than dishonorable and who is experiencing or at risk of homelessness as defined in Title 24 CFR Part 578.3.

VV. “Youth Assisted Unit” means an Assisted Unit serving Homeless Youth or Youth at Risk of Homelessness. See also “Assisted Unit.” WW. “Youth at Risk of Homelessness” means a child, a youth, or a current or former foster youth through the age of 25 who qualifies as “at risk of homelessness” or “homeless” under any of the relevant definitions set forth or identified at Part 578.3 of Title 24 of the Code of Federal Regulations.

4. Eligible Uses
Grantee shall apply the Awards to one or more of the following uses. All costs in connection with such Eligible Uses must be incurred on or after March 5, 2024, by the Expenditure Deadline for Capital Funds, and by the Expenditure Deadline for Operating Funds, respectively and as applicable. Grantee’s use of the funds and scope of work (“Scope of Work” or “Work”) are specified at Exhibit E of this Agreement.

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
A. Acquisition or rehabilitation, or acquisition and rehabilitation, of motels, hotels, hostels, or other sites and assets, including apartments or homes, adult residential facilities, residential care facilities for the elderly, manufactured housing, commercial properties, and other buildings with existing uses that could be converted to Permanent Supportive Housing (PSH).

B. Master leasing of properties for PSH.

C. Conversion of units from nonresidential to residential PSH (i.e. adaptive reuse) D. Conversion of Interim Housing to PSH (as described in NOFA Section 502) E. New construction of dwelling units as described in NOFA Section 201 and 501.

F. Gap financing as defined in NOFA Section 502.

G. The purchase of affordability covenants and restrictions for units.

H. Relocation costs for individuals who are being displaced as a result of the Homekey+ Project.

I. Capitalized operating subsidies for PSH units purchased, converted, or altered with Homekey+ Grant funds provided pursuant to Health and Safety Code section 50675.1.3.

5. Rent Standards
A. Permanent Supportive Housing. Rent limits for initial occupancy, and for each subsequent occupancy, of an Assisted Unit shall not exceed 30 percent of that Assisted Unit’s designated income-eligibility level with exceptions as noted below for Veteran Units.

B. Veteran Units may also be subject to the Department’s Secondary Tenant policy, which determines that if units cannot be filled with Veterans at or below 30% AMI, Secondary Tenants can be housed. Rents for any redesignated units are determined by income that corresponds to the Secondary Tenant’s household income.

6. Program Deadlines
A. All Program deadlines begin 60 days after the Homekey+ Conditional Award letter date. HCD may, in its sole and absolute discretion, approve an extension of

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
the acquisition, Rehabilitation, construction, and/or occupancy deadlines if the Grantee demonstrates, to HCD’s satisfaction, that the relevant delay is caused by reasonably unforeseeable events, conditions, or circumstances. Construction labor shortages and supply chain issues do not constitute reasonably unforeseeable events, conditions, or circumstances for purposes of an extension request. Extension requests shall be submitted in electronic format on a form provided by HCD.

B. HCD may reimburse eligible costs incurred beginning on March 5, 2024, with the exception of operating costs.

C. Project types in NOFA Section 201 are subject to the dates in the milestones listed in Exhibit E.

7. Performance Milestones
A. Grantee shall complete each of the Performance Milestones set forth at Exhibit E of this Agreement by the date designated for such completion therein (each, a “Milestone Completion Date”). The Performance Milestones shall include, but not be limited to, any applicable Expenditure Deadline for Capital Funds, Expenditure Deadline for Operating Funds, or occupancy deadline.

B. The Department may, in its sole and absolute discretion, approve an extension of the acquisition, rehabilitation, construction, and/or occupancy deadlines if the Grantee demonstrates, to the Department’s satisfaction, that the relevant delay is caused by reasonably unforeseeable events, conditions, or circumstances.

C. In no event will the Department approve an extension request in the absence of Grantee’s demonstration of good cause for said extension, along with Grantee’s reasonable assurances that the extension will not result in Grantee’s failure to meet other Performance Milestones or any Expenditure Deadline under this Agreement. Construction labor shortages and supply chain issues do not constitute reasonably unforeseeable events, conditions, or circumstances for purposes of an extension request.

D. The Department may, in its sole and absolute discretion, grant an extension of the Expenditure Deadline for Operating Funds for a total of up to 15 years from occupancy in accordance with NOFA section 204 (vi).

8. Reporting Requirements

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
A. Grantee shall submit an annual Homekey+ Program Report and Homekey+ Expenditure Report, and comply with all additional reporting requirements, as set forth and specified at Section 601 of the NOFA, all in accordance with the Milestone Completion Date(s) set forth at Exhibit E of this Agreement.

B. After satisfaction of each Performance Milestone, the Grantee shall promptly report its progress, in writing, to the Department.

C. Upon the Department’s request and as specified, the Grantee shall provide progress reports in connection with the development plan and any updates to the timeline for completion of the Project. The development plan should include the Project’s completion milestones and any updates or substantial changes.

D. In addition, the Grantee shall submit to the Department such periodic reports, updates, and information as deemed necessary by the Department to monitor compliance and/or perform Program evaluation. Any requested data or information shall be submitted in electronic format on a form provided by the Department.

9. Department Contract Coordinator
The Department’s Contract Coordinator for this Agreement is the Deputy Director of the Division of State Financial Assistance, or the Deputy Director’s designee. Unless otherwise informed, Grantee shall mail any notice, report, or other communication required under this Agreement by First-Class Mail to the Department Contract Coordinator at the following address or email to [email protected]:

California Department of Housing and Community Development Attention: Homekey+ Program
Multifamily Grant Management Branch
651 Bannon St, Suite 400, 95811
P. O. Box 952050
Sacramento, CA 94252-2050

10. Grantee Contract Coordinator
The Grantee Contract Coordinator for this Agreement may coordinate with the Multifamily Grant Management Branch Manager for the Homekey+ Program. Unless otherwise informed, the Department shall mail any notice, report, or other communication required under this Agreement by First-Class Mail, or through a

Name(s) of Grantee(s)
25-HK+-XXXXX

EXHIBIT A
Homekey+ Program
NOFA Date: 11/26/2024; as amended 1/31/2025; 08/07/2025 Project Name:

Approved Date: 09/24/2025
Prep. Date: XX/XX/XXXX
commercial courier, to the Grantee Contract Coordinator at the address specified at Exhibit E of this Agreement.