City Affordability Restrictions and Regulatory Agreement - Vista Ridge.pdf — Fairfield City Council, November 18, 2025

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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 unrecor ded 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”). -2
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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, conditi ons 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 improv ements 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 S tatistical 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). -3
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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 Cali fornia 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 Se ction 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 publi shed 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 Docume nts” 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. -5
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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 Dev elopment 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 wi th 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 H CD 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 t enant (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 V erification 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 Req uired 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 -7
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Health and Safety Code Section 33418 and state for each Unit, t he 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 sha ll 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 in come 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. -8
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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 -9
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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 -10
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requirements set forth in this A greement 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 manage r, reasonably accept able 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 eve nt 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 enforcem ent 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 jurisdicti on 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/o r 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 succes sors 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 -12
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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, an d 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, o r 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 mini mally 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 -13
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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 app licable 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. -14
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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 forty- five (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 replacem ents 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 pl anted 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, wee ds, 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, unheal thful 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 -16
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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 eve nt 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 w ith 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 incl uded 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 covenan ts 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 Reg ulatory 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 enforc ement, 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 Regu latory 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 remedi es 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 equ al 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 th e 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 he adings 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 d elivered 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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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

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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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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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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 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).

Fairfield City CouncilNovember 18, 2025

Fairfield City Council
November 18, 2025