Fresno City Council
December 7, 2023

Recorded at the Request of
and When Recorded Return to:

City Hall
City Clerk’s Office
2600 Fresno Street, Room 2133
Fresno, CA 93721-3603

(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)

This HOME-ARP Agreement is recorded at the request and for the benefit of the City of Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section 6103

CITY OF FRESNO

By:

Georgeanne A. White, City Manager

Date:

CITY OF FRESNO

HOME INVESTMENT PARTNERSHIPS PROGRAM

AMERICAN RESCUE PLAN AGREEMENT

by and between

CITY OF FRESNO,
a municipal corporation

and

FRESNO QUALITY HOMEKEY,
a limited partnership

regarding

Fresno Quality Inn
6051 N. Thesta Street, Fresno, CA 93710
APN: 409-200-43

TABLE OF CONTENTS

Page

RECITALS ............................................................................................................................ 1 ARTICLE 1. DEFINITIONS .................................................................................................. 2 ARTICLE 2. TERMS OF THE LOAN ................................................................................... 6 ARTICLE 3. REPRESENTATION AND WARRANTIES OF DEVELOPER. ......................... 7 ARTICLE 4. WARRANTIES AND COVENANTS BY DEVELOPER. ................................... 8 ARTICLE 5. PROPERTY MAINTENANCE ........................................................................ 13 ARTICLE 6. DISBURSEMENT OF HOME FUNDS ........................................................... 16 ARTICLE 7. REHABILITATION AND CONSTRUCTION OF THE PROJECT ................... 18 ARTICLE 8. OPERATIONS OF THE PROJECT ............................................................... 23 ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS .............................................. 26 ARTICLE 10. DEFAULT AND REMEDIES. ....................................................................... 31 ARTICLE 11. GENERAL PROVISIONS. ........................................................................... 33

HOME-ARP CLN9/18/23

HOME INVESTMENT PARTNERSHIPS PROGRAM - AMERICAN RESCUE PLAN

AGREEMENT

This HOME Investment Partnerships Program – American Rescue Plan Agreement (Agreement) is entered into on _____, 2024, by and between the City of Fresno, a municipal corporation, acting through its Planning and Development Department - Community Development Division (CITY), and Fresno Quality Homekey, LP (DEVELOPER).

RECITALS
A. WHEREAS, the CITY has received a HOME Investment Partnerships Program – American Rescue Plan (HOME-ARP) grant from the U.S. Department of Housing and Urban Development (HUD), under section 3205 of the American Rescue Plan Act of 2021 (“ARP”), as amended (Act).

B. WHEREAS, to advance the supply of rental housing for Qualifying Populations, as defined by HUD in Notice CPD-21-10, attached as EXHIBT “H”, within the City of Fresno geographic area, the CITY desires, among other things, to encourage investment in the rental housing market.

C. WHEREAS, the DEVELOPER desires to act as the owner/developer exercising effective project control, as to the acquisition and rehabilitation of the former Quality Inn Motel, a fifty-nine (59)-unit apartment complex of which fifty-eight (58) units will be reserved for Qualifying Populations whose income is at or below 30% of the area median income, as defined by the HOME -APR Program, one manager unit, and related on /off site improvements as more particularly described in EXHIBIT “B” – Project Description and Schedule, incorporated herein (Project).

D. WHEREAS, the Project will be rehabilitated upon HOME-APR Program-eligible Property (Property) owned by the DEVELOPER.

E. WHEREAS, to further its goal to increase the supply of h ousing for Qualifying Populations within the City of Fresno, the CITY desires to assist the DEVELOPER by providing a One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty -Five Dollars and 24/100 ($1,749,835.24) residual receipts HOME -ARP Program Loan to the Project (Loan), at three percent (3%) interest for a period of fifty-five (55) years for eligible HOME-ARP Project P roperty rehabilitation costs, upon the terms and conditions in this Agreement, as further identified in EXHIBIT “C ” – Budget, to be secured by the underlying Property and the Affordable Housing c ovenants attached as EXHIBIT “D” – Exemplar Declaration of Restriction, and Note, Exemplar Note attached as EXHIBIT “F” – Promissory Note loan, upon the terms and conditions in this Agreement.

F. WHEREAS, the CITY has determined that it has ministerial authority to approve this Project, which is statutorily exempt from CEQA pursuant to Article 18, Statutory Exemptions, Section 15268 of the State CEQA Guidelines. Additionally, the DEVELOPER completed an environmental review of the Project pursuant to the National Environmental Policy Act (NEPA) guidelines and received an Authorization to Use Grant Funds on September 25, 2023.

G. WHEREAS, the CITY has determined that this Agreement is in the best interest of, and will materially contribute to, the CITY’s homeless initiatives and Housing Element of the General Plan. Fu rther, the CITY has found that the Project: (i) will have a positive

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influence in the neighborhood and surrounding environs, (ii) is in the vital and best interest of the CITY, and the health, safety, and welfare of CITY residents, (iii) complies with applicable federal, State, and local laws and requirements, (iv) will increase, improve, and preserve the community’s supply of Housing reserved for homeless households and those at risk of becoming homeless, as defined hereunder, (v) planning and administrative expenses incurred in pursuit hereof are necessary for the production, improvement, or preservation of housing for Qualifying Populations, and (vi) will comply with any and all owner participation rules and criteria applicable thereto.

H. WHEREAS, the CITY and DEVELOPER have determi ned that the Project’s HOME-ARP-Assisted Units constitute routine programmatic/grantee lender activities utilizing available and allocated program/grantee funding, outside of the California Constitution Article XXXIV and enabling legislation.

I. WHEREAS, the C ITY and DEVELOPER acknowledge and agree that the obligations and liabilities of the DEVELOPER hereunder shall be joint and several unless and except to any extent expressly provided otherwise.

J. WHEREAS, on July 14, 2021 , the DEVELOPER’s Principals reviewed and approved the development of the Project and HOME-ARP Application for funding.

NOW, THEREFORE, IN CONSIDERATION of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for other good and valuable consideration hereby acknowledge, the parties agree as follows:

ARTICLE 1. DEFINITIONS

The following terms have the meaning and content set forth in this Article wherever used in this Agreement, attached exhibits or attachments that are incorporated into this Agreement by reference.

1.1 Acquisition means vesting of the Property (defined below) in fee title to the DEVELOPER which the DEVELOPER will own prior to commencement of the rehabilitation of Affordable Housing Units.

1.2 A DA means the Americans with Disabilities Act of 1990, as most recently amended.

1.3 A ffirmative Marketing means a good faith effort to attract eligible persons of all racial, ethnic and gender groups, in the housing market area, to rent the proposed Housing Units proposed for rehabilitation on the eligible Property, as hereinafter defined.

1.4 A ffordability Period means the minimum period of fifty-five (55) years commencing from the date the CITY enters project completion information into HUD’s Integrated Disbursement and Information System (IDIS), which date will be provided to the DEVELOPER by the CITY and added as an administrative amendment hereto; CITY agrees to enter project completion information into IDIS within thirty days of CITY’s receipt thereof.

1.5 A
ffordable Housing Units means 58 units in the Project that are reserved for Qualifying Populations whose income is at or below 30% of the area medium income for Fresno County as established by HUD.

1.6 B udget means the Budget for the acquisition and rehabilitation of the Project, as may be amended upon the approval of the CITY Community Development Division

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provided any increase in HOME -ARP Funds hereunder requires City Council Approval, attached hereto as EXHIBIT “C”.

1.7 Certificate of Completion means that certificate issued, in the form attached as EXHIBIT “E” (Exemplar Certificate of Completion), to the DEVELOPER by the CITY evidencing completion of the Project and a release of rehabilitation related covenants for the purposes of the Agreement.

1.8 CF R means the Code of Federal Regulations.

1.9 Commencement of Rehabilitation means the time the DEVELOPER or the DEVELOPER’s construction contractor begins substantial physical work on the Property, including, without limitation, delivery of materials and any work, beyond maintenance of the Property in its status quo condition, which shall take place in accordance with the Project Schedule, attached as EXHIBIT “B” – Project Description and Schedule.

1.10 C
ompletion Date means the date the City issues a recorded Certificate of Completion for the Project.

1.11 D ebt Service means payments made in a calendar year pursuant to the financing obtained for the acqui sition, rehabilitation, operation and/or ownership of the Project, but excluding residual receipts payments made pursuant to the HOME-ARP Note.

1.12 D eclaration of Restrictions means the Declaration of Restrictions in the form attached hereto as EXHIBIT “D”, which contains the affordability covenants and income restrictions of this Agreement which shall run with the land and which the DEVELOPER shall record or cause to be recorded against the Property no later than the date of Commencement of Rehabilitation.

1.13 D eed of Trust means that standard form Deed of Trust (including the security agreement) given by the DEVELOPER as Trustor, to the CITY as beneficiary, through escrow established by the DEVELOPER at its sole cost and expense with Old Republic Title Company, and recorded against the Property to ensure the HOME-ARP Note, together with the Deed of Trust in a substantially similar form and attached as EXHIBIT “G” and approved as to form by the City Attorney, as well as any amendments to, modification of and restatements of said Deed of Trust, which Deed of Trust may be subordinated to Project senior lenders to no lower than 2nd position per the Budget attached as EXHIBIT “C”. The terms of any such Deed of Trust are hereby incorporated into this Agreement by this reference.

1. 14 Eligible Costs means the HOME-ARP eligible rehabilitation costs funded by the HOME-ARP Loan, consistent with the Project Budget attached as EXHIBIT “C”, allowable under 24 CFR Part 92, as specified in 24 CFR 92.206 (a)(2), and not disallowed by 24 CFR

92.214, provided, however, that costs incurred in connection with any activity that is determined to be ineligible under the Program by HUD or the CITY shall not constitute Eligible Costs.

1. 15 Event of Default shall have the meaning assigned to such term under Section

10.1 hereunder.
1 .1 6 Federal HOME Investment Partnerships Program – American Recuse Act Funds (also referred to in this Agreement as “HOME-ARP Funds or Funds” means the federal HOME-ARP Program monies consisting of the Loan, in an amount not to exceed the sum of One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty -Five Dollars and

HOME-ARP CLN9/18/23
24/100 ($1,749,835.24) to be used for eligible Project rehabilitation costs.

1.17 Funding Sources means the CITY’s HOME-ARP Funds and State of California HomeKey funds and any other funds that may become available to the Project. 1 .1 8 Hazardous Materials means any hazardous or toxic substances, materials, wastes, pollutants or contaminants which are defined, regulated or listed as "hazardous substances,” "hazardous wastes," "hazardous materials," "pollutants," "contaminants" or "toxic substances" under federal or State environmental and health safety laws and regulations, including without limitation, petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos and lead.

Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards.

1.19 H
ousehold means those persons , related or unrelated, who occupy the Unit within the Project.

1.20 H OME -ARP Units means the Fifty -Eight (58) housing units required to meet the affordability requirements of HUD Notice CPD-21-10, issued September 13, 2021. 1 .2 1 HUD means the United States Department of Housing and Urban Development.
1 .2 2 Loan means the Project Loan of HOME-ARP Funds, in the total amount not to exceed One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) made available by the CITY to the Project pursuant to this Agreement, as more specifically described in the Budget and in the Promissory Note attached as EXHIBIT “F “. The Loan shall be payable in accordance with the terms of the Note, shall be secured by a deed of trust on each parcel constituting the Property, and shall be subject to the Deed of Trust attached as EXHIBIT “G“. 1 .2 3 Loan Documents means collectively this Agreement, Promissory Note - EXHIBIT “F”, Deed of Trust – EXHIBIT “G”, and Declaration of Restrictions – EXHIBIT “D”, attached hereto and all related documents/instruments as they may be amended, modified, or restated from time to time along with all exhibits and attachments thereto, relative to the Loan.
1 .2 4 Note means that certain One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) HOME-ARP Loan Note in a principal amount not to exceed One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty -Five Dollars and 24/100 ($1,749,835.24), given by the DEVELOPER as promisor, in favor of the CITY as promisee, evidencing the Loan and performance of the affordability and other covenants and restrictions set forth in this Agreement, secured by the Deed of Trust as no worse than 2nd position lien upon the Property, naming the CITY as beneficiary and provided to the CITY, no later than the date of the Project funding hereunder, an exemplar of which is attached hereto as EXHIBIT “F“, and incorporated herein, as well as any amendments to, modifications of and restatements of said Note consented to by the CITY.
1 .2 5 Operating Expenses means actual, reasonable and customary costs, fees and expenses directly incurred, paid and attributable to the operation, maintenance and

HOME-ARP CLN9/18/23
management of the completed Project in a calendar year, including, without limitation; painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certifications, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchasing, repair, servicing and installation of appliances, equipment, fixtures and furnishings which are not paid from the capital replacem ent reserve, fees and expenses of property management and common area expenses, fees and expenses of accountants, attorneys, and other professionals, the cost of tenant services, repayment of any completion of operating loans including any and all deferred contractor’s fees per the Budget, made to the DEVELOPER, its successors or assignees, and other actual operating costs and capital costs which are incurred and paid by the Property , but which are not paid from reserve accounts.

1.26 Program Income has the meaning provided in the HOME Program including 24 CFR 92.503.
1 .2 7 Project Schedule means the schedule for commencement and completion of the Project included in EXHIBIT “B”.

1.28 P roject Units means the rehabilitation of Fifty-Nine (59) rental units of which Fifty-Eight (58) units will be preserved as HOME -ARP assisted Units and one (1) on-site manager’s unit.

1.29 P roperty means the property located at 6051 N. Thesta Street, Fresno, CA 93710 ( APN: 409 -200-43) as more specifically described in the Property Description attached to EXHIBIT “A”.
1 .3 0 Rent mean the total monthly payment a tenant pay s for a HOME-APR unit including the following: use and occupancy of the Unit and land and associated facilities, including parking, provided by the DEVELOPER (other than parking services acquired by tenants on an optional basis), any separately charged fees or service charges assessed by the DEVELOPER which are required of all tenants (other than security deposits), the cost of an adequate level of service for utilities paid by the tenants (including garbage collection, sewer, water, common area electricity, but not telephone or internet service), any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the DEVELOPER, and paid by the tenant. Rent does not include payments for any optional services provided by the Project.

1.31 R
esidual Receipts means Residual Receipts as defined in the Promissory Note - EXHIBIT “F”.

1.32 S enior Financing means the financing for the Project set forth on the Budget and Finance Plan which shall be senior to the HOME-ARP Loan.

1.33 Senior Lender means lenders providing the Senior Financing for the Affordable Project.

1.34 HOME-ARP Unit or HOME -ARP Assisted Unit means the Fifty -Eight ( 58) HOME-ARP assisted Units to be rehabilitated upon the Property and preserved as HOME - ARP housing for Qualifying Populations for the duration of the fifty-five (55)-year Affordability Period.

HOME-ARP CLN9/18/23

1.35 Qualifying Population means homeless as defined in 24 CFR 91.5, at risk of homelessness as defined in 24 CFR 91.5, fleeing, or attempting to fee, domestic violence, sexual assault, stalking, or human trafficking as defined by HUD, veterans and families that include a veteran family member as meeting the criteria for one of the above definitions.

1. 36 Extremely Low Income means, for the purpose of this Agreement, those whose annual income does not exceed thirty percent (30%) of the area median income for Fresno, California as determined by HUD.

ARTICLE 2. TERMS OF THE LOAN

2.1 Loan of HOME-ARP Funds. The CITY agrees to provide a loan of HOME-ARP Funds to the DEVELOPER in an amount not to exceed One Million Seven Hundred Forty - Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24), all under the terms and conditions provided in this Agreement.

2.2 Loa n Documents . The DEVELOPER shall execute and deliver the Loan Documents including the Promissory Note to the CITY, and notarized Deed of Trust to Old Republic Title Company for recordation against the Property, as provided for in this Agreement.

2.3 T erm of Agreement . This Agreement is effective as set forth on page upon the date of full execution and recordation and shall remain in force with respect to the Project for the duration of the Affordability Period unless earlier terminated as provided herein. After the fifty-five (55) year Affordability Period, this Agreement will expire. It is understood and agreed upon, however, that if for any reason this Agreement should be terminated in whole or in part as provided hereunder, without default, th e CITY agrees to record a Notice of Cancellation regarding this Agreement upon the written request of the DEVELOPER. 2 .4 Loa
n Repayment and Maturity. The Loan will accrue interest commencing on the date provided for in the Promissory Note and shall be due and payable in accordance with the Promissory Note and in full not later than the Maturity date provided in the Promissory Note.
2 .5 I ncorporation of Documents . The DEVELOPER’s HOM E-ARP application dated July 14, 2023, the CITY Council approved Minutes of November 3, 2023, approving this Agreement, the Loan Documents, the American Rescue Plan Act and HUD regulations at 24 CFR Parts 85 (administrative requirements), 92 (HOME-ARP Program requirements), CPD 98 -2 (cost allocations requirements) and all exhibits, attachments, documents and instruments referenced herein, as now in effect and as may be amended from time to time, constitute part of this Agreement and are incorporated herein by reference. All such documents have been provided to the parties herewith or have been otherwise provided to or procured by the parties and reviewed by each of them prior to execution hereof.

2.6 C
ovenants of DEVELOPER . The DEVELOPER for itself and its agents/assigns covenants and agrees to comply with all the terms and conditions of this Agreement and the requirements of 24 CFR Part 92, as amended, and the American Rescue Plan Act.

2.7 S ubordination. This Agreement, Declaration of Restrictions , and Deed of Trust may be subordinated to certain approved financing (in each case, a “Senior Lender”), to no worse than 2nd position, but only on condition that all of the following are satisfied: (a) All of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide rehabilitation financing for the Project consistent with an approved financing plan; (b)

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the subordination agreement must provide the CITY with adequate rights to cure any defaults by the DEVELOPER including providing the CITY or its successor with copies of any notices of default; (c) upon a determination by the City Manager that the conditions in this Section have been satisfied, the City Manager or his/her designee will be authorized to execute the approved subordination agreement, inter-creditor agreements, standstill agreements, and/or other documents as may be reasonably requested by the Lender to evidence subordination to the Project financing, without the necessity of any further action or approval provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that the City Attorney approves such document(s) as to form.

2.8 Penalties for Noncompliance. DEVELOPER shall repay HOME -ARP funds invested in the project if it is terminated before completion or otherwise does not comply with initial or ongoing HOME-ARP requirements.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF DEVELOPER

3.1 Existence and Qualification. The DEVELOPER, represents and warrants to the CITY as of the date hereof, that the DEVELOPER is a duly organized California limited partnership in good standing with the State of California; the DEVELOPER has the requisite power, right, and legal authority to execute, deliver, and perform its obligations under the Agreement and has taken all actions necessary to authorize the execution, delivery, performance, and observance of its obligations under this Agreement. This Agreement, when executed and delivered by the DEVELOPER enforceable against the DEVELOPER in accordance with its respective terms, except as such enforceability may be limited by : (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) the application of general principles of equity without the joinder of any other party. 3 .2 N
o Litigation Material to Financial Condition. The DEVELOPER represents and warrants to the CITY as of the date hereof that, except as disclosed to and approved by the CITY in writing, no litigation or administrative proceeding before any court or governmental body or agency is now pending, nor, to the best of the DEVELOPER’s knowledge, is any such litigation or proceeding now threatened, or anticipated against the DEVELOPER that, if adversely determined, would have a material adverse effect on the financial condition, business, or assets of the DEVELOPER or on the operation of the Project.

3.3 N
o Conflict of Interest . The DEVELOPER represents and warrants to the CITY as of the date hereof that it is an independent governmental agency and no officer, agent, or employee of the CITY directly or indirectly owns or controls any interest in the DEVELOPER, and no person, directly or indirectly owning or controlling any interest in the DEVELOPER, is an official, officer, agent, or employee of the CITY.

3.4 N
o Legal Bar . The DEVELOPER represents and warrants to the CITY , as of the date hereof that the execution, delivery, performance, or observance by the DEVELOPER of this Agreement will not, to the best of the DEVELOPER’s knowledge, materially violate or contravene any provisions of: (a) any existing law or regulation, or any order of decree of any court, governmental authority, bureau, or agency; (b) governing documents and instruments of the DEVELOPER; or (c) any mortgage, indenture, security agreement, contract, undertaking, or other agreement or instrument to which the

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DEVELOPER is a party or that is binding on any of its properties or assets, the result of which would materially or substantially impair the DEVELOPER’s ability to perform and discharge its obligations or its ability to complete the Project under this Agreement.

3.5 No Violation of Law . The DEVELOPER represents and warrants to the CITY as of the date hereof that, to the best of the DEVELOPER’s knowledge, this Agreement and the operation of the Project as contemplated by the DEVELOPER, do not violate any existing federal, State, or local laws of regulations.
3 .6 No Li
tigation Material to Project . The DEVELOPER represents and warrants to the CITY as of the date hereof, except as disclosed to, and approved by the CITY in writing, there is no action, proceeding, or investigation now pending, or any basis therefor known or believed to exist by the DEVELOPER that questions the validity of this Agreement, or of any action to be taken under this Agreement, that would, if adversely determined, materially or substantially impair the DEVELOPER’s ability to perform and observe its obligations under this Agreement, or that would either directly or indirectly have an adverse effect or impair the completion of the Project.
3 .7 A
ssurance of Governmental Approvals and Licenses . The DEVELOPER represents and warrants to the CITY, as of the date hereof, that the DEVELOPER has obtained and, to the best of the DEVELOPER’s knowledge, is in compliance with all federal, State, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtained by the DEVELOPER for the Project as of the date hereof.

ARTICLE 4. WARRANTIES AND COVENANTS OF THE DEVELOPER

4.1 Accessibility. The DEVELOPER covenants and agrees with the CITY that it shall comply with 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), including, without limitation, the rehabilitation of the Project so that it meets the applicable accessibility requirements, including, but not limited to, the following:

A. At least five percent ( 5%) of the dwelling units, or at least three (3) , whichever is greater, must be rehabilitated to be accessible for persons with mobility disabilities. An additional two percent ( 2%) of the dwelling units, or at least two (2) units, whichever is greater, must be accessible for persons with hearing or visual disabilities. These units must be rehabilitated in accordance with the Uniform Federal Accessibility Standards (U.F.A.S.) or a standard that is equivalent or stricter.

B. The design and construction requirements of the Fair Housing Act (Title VIII of the Civil Rights Act of 1968, as amended), including the following seven (7) requirements of the Fair Housing Accessibility Guidelines:
i. Provide at least one accessible building entrance on an accessible route.
ii. Construct accessible and usable public and common use areas. iii. Construct all doors to be accessible and usable by persons in wheelchairs.

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iv. Provide an accessible route into and through the covered dwelling unit.
v. Provide light switches, electrical outlets, thermostats and other environmental controls in accessible locations.
vi. Construct reinforced bathroom walls for later installation of grab bars around toilets, tubs, shower stalls and shower seats, where such facilities are provided.
vii. Provide usable kitchens and bathrooms such that an individual who uses a wheelchair can maneuver about the space.

C. Title III of the Americans with Disability Act of 1990 (ADA) as it relates to the required accessibility of public and common use area of the Project.

4 .2 Affirmative Marketing and Tenant Selection. The DEVELOPER warrants, covenants and agrees with the CITY that it shall comply with all affirmative marketing requirements, including without limitation, those set out at 24 CFR 92.350 and 92.351, in order to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market in the rental of the Project Unit s. The DEVELOPER shall maintain records of actions taken to affirmatively market units constructed in the future, and to assess the results of these actions. In addition, the Project shall implement a Tenant Selection process outlining selection, screening criteria of eligible tenants, and maintaining a project-specific waitlist. The DEVELOPER shall adopt and follow tenant selection policies and criteria for HOME-ARP units that:

A. Limits eligibility to households that meet one of the HOME-ARP qualifying populations definitions or low-income households;
B. Do not exclude an applicant with a voucher under the section 8 Housing Choice Voucher Program, or an applicant participating in HOME, HOME-ARP, or other Federal, state, or local tenant-based rental assistance program because of the status of the prospective tenant as a holder of such a certificate, voucher, or comparable tenant-based assistance document;
C. Limits eligibility or gives a preference to a particular qualifying population or segment of the qualifying population;
D. If the use of a project-specific waitlist to select qualifying households and/or low- income households for occupancy of HOME-ARP units, provide for the selection of households from a written waiting list in the chronological order of their application, insofar as is practicable;
E. Gives prompt written notification to any rejected applicant of the grounds for any rejection; and
F. Complies with VAWA requirements as described in 24 CFR 92.359.

4 .3 Availability of HOME-ARP Funds. The DEVELOPER understands and agrees that the availability of HOME -ARP Funds is subject to the control of HUD, or other federal agencies, and should said Funds be encumbered, withdrawn or otherwise made unavailable to the CITY, whether earned by or promised to the DEVELOPER, and/or should the CITY in any fiscal year hereunder fail to allocate Funds to the Project, the CITY shall not provide said Funds unless and until Funds are allocated to the CITY by HUD. No other funds owned or

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controlled by the CITY shall be obligated under this Agreement. 4 .4 Compliance with Agreement . The DEVELOPER warrants, covenants , and agrees that in accordance with the requirements of 24 CFR 92.252 and 24 CFR Part 85, upon any uncured default by the DEVELOPER within the meaning of Article 1 0.1 of this Agreement, the CITY may suspend or terminate this Agreement and all other agreements with the DEVELOPER without waiver or limitation of rights/remedies otherwise available to the CITY.
4 .5 C
onflict of Interest. The DEVELOPER warrants, covenants, and agrees that it shall comply with the Conflict-of-Interest requirements of 24 CFR 92.356 including, without limitation, that no officer, employee, agent, or consultant of the DEVELOPER may occupy a Project Unit. The DEVELOPER understands and acknowledges that no employee, agent, consultant, officer or elected official or appointed official of the CITY, who exercises any functions or responsibilities with respect to the Project, or who is in a position to participate in a decision making process or gain inside information with regard to these activities, may obtain a financial interest or benefit from the Project, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for him or herself or for anyone with which that person has family or business ties, during his or her tenure or for one (1) year thereafter.
4 .6 R
ehabilitation Standards. The DEVELOPER shal l construct the proposed Project U nits in compliance with all applicable local codes, ordinances , and zoning requirements in effect at the time of issuance of CITY building permits. 4 .7 C ovenants and Restrictions to Run with the Land . The CITY and the DEVELOPER expressly warrant, covenant and agree to ensure that the covenants and restrictions set forth in this Agreement are recorded and will run with the land, provided, however, that, on expiration of this Agreement such covenants and restrictions shall expire, provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that City Attorney approves such document(s) as to form.

A. The CITY and the DEVELOPER hereby declare their understanding and intent that the covenants and restrictions set forth herei n directly benefit the land by:
(a) enhancing and increasing the enjoyment and leasing of the proposed Project by a certain Qualifying Populations, and (b) making possible the obtaining of advantageous financing for rehabilitation.

B. The DEVELOPER covenants and agrees with the CITY that after issuance of a recorded Certification of Completion for the Project until the expiration of the Affordability Period it shall cause fifty-eight (58) HOME-ARP Units to be rented to Qualifying Population households.

C. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation of any covenants and restrictions, and shall, in addition, be entitled to damages available under law or contract for any injuries or losses resulting from any violations thereof.

D. All present and future owners of the Property and other persons claiming by, through or under them shall be subject to and shall comply with the covenants and

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restrictions. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the covenants and restrictions, as may be amended or supplemented from time to time, are accepted and ratified by such future owners, tenant or occupant, and all such covenants and restrictions shall be covenants running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such covenants and restrictions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof.

E. The failure or delay at any time of the CITY or any other person entitled to enforce any such covenants or restrictions shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof.
4 .8 Displacement of Persons . The DEVELOPER covenants and agrees with the CITY that pursuant to 24 CFR 92.353, it will take all reasonable steps to minimize the displacement of any persons (families, individuals, businesses, nonprofit organizations, and farms). The parties acknowledge and agree that the Property located at the form Quality Inn Motel at 6051 N. Thesta Street, Fresno, CA 93710, is currently occupied with one tenant.

4.9 I nitial and Annual Income Certification and Reporting. Qualifying households are eligible for admission to the HOME -ARP rental units solely by meeting the definition of one of the Qualifying Populations as defined by the HOME American Rescue Act Program .

If there is no income requirement in the Qualifying Population’s definition, the DEVELOPER is not required to perform an initial determination of household’s income except as necessary to determine an affordable rental contribution by the qualifying household or establish eligibility through another funding source to the Project that imposes income restrictions.

Each subsequent year during the affordability period, staring one year after initial occupancy, the DEVELOPER must use the definition of annual income as defined in 24 CFR 5.609 to examine the income of qualifying households to determine the household’s contribution to rent. For purposes of establishing the qualifying household’s rental contribution after initial occupancy, the DEVELOPER must examine a qualifying household’s income using 24 CFR

92.203(a)(1)(i) or (iii), starting one year after initial occupancy. Each year during the Affordability P eriod, the DEVELOPER must examine the household’s annual income in accordance with any one of the options in 24 CFR 92.230(a)(1). A DEVELOPER that re- examines the household’s income through a statement of certification in accordance with 24 CFR 92.203(a)(1)(iii), must examine the income of each household, in accordance with 24 CFR 92.203(a)(1)(ii), must examine the income of each household in accordance with 24 CFR 92.203(a)(1)(i) every sixth year of the affordability period. 4 .1
0 Lead-Based Paint. The DEVELOPER covenants and agrees with the CITY that it shall comply with all applicable requirements of the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35, including the HUD 1012 Rule, and 24 CFR 982.401(j), and any amendment thereto, and E nvironmental Protection Agency (“ EPA”) Section 402 (c)(3) of the Toxic Substances Control Act ( “TSCA”) to address lead- based hazards created by renovation, repair, and painting activities that disturb lead-based paint in target housing and child- occupied facilities. Contractors performing renovations in lead- based paint units must be EPA- certified renovators. These requirements apply to all units and common areas of the Project. The DEVELOPER shall incorporate or cause incorporation of this provision in all contracts and subcontracts for work performed on the Project, which involve the application of paint. The DEVELOPER shall be responsible for all disclosure,

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inspection, testing, evaluation, and control and abatement activities.

4. 11 Minority Outreach Activities. The DEVELOPER covenants and agrees with the CITY that it shall comply with all federal laws and regulations described in Subpart H of 24 CFR Part 92, including, without limitation, any requirement that the DEVELOPER comply with the CITY’s minority outreach program.
4 .1 2 Other Laws and Regulations . The DEVELOPER covenants and agrees with the CITY that, in addition to complying with the federal laws and regulations already cited in this Agreement, the DEVELOPER has reviewed, and shall comply with and require all its contractors and subcontractors on the Project to comply with, all other federal laws and regulations that apply to HOME -ARP, including, without limitation, requirements of 24 CFR

58.6 and the Flood Disaster Protection Act of 1973, as amended (42 U.S.C. 4001-4128) and the following:

A. The DEVELOPER does not intend to use any financing that is secured by a mortgage insured by HUD in connection with the Project as part of its land acquisition and construction costs of the Project.

B. The Project is not located in a tract identified by the Federal Emergency Management Agency as having special flood requirements.

C. The Project requirements, Subpart F of 24 C.F.R. Part 92, as applicable and in accordance with the type of Project assisted, including, but not limited to, the HOME per-unit subsidy amount at 24 CFR 92.250, as amended.

D. The property standards at 24 CFR 92.251.

E. The Project “Labor” requirements, as applicable, of 24 C .F.R. 92.354 including Davis Bacon prevailing wage requirements (40 U.S.C. 276a - 276a-7), as supplemented by Department of Labor regulations (29 CFR Part 5).

F. The provisions of Section 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor Regulations (29 CFR Part 5), regarding the construction and management of the proposed Project.

G. The DEVELOPER and its contractors, subcontractors and service providers for the Project, shall com ply with all applicable local, S tate and federal requirements concerning equal employment opportunity, including compliance with Executive Order (E.O.) 11246, “Equal Employment Opportunity”, as amended by E.O. 11375, (amending E.O. 11246 Relating t o Equal Employment Opportunity), and as supplemented by regulations at 41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor”.

H. The provisions of the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).

I. The provisions of the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended.

J. The provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352).

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K. T he provision of E.O.s 12549 and 12689, “Debarment and Suspension,” as set forth at 24 CFR part 24.

L. The provisions of the Drug-Free Workplace Act of 1988 (42 U.S.C. 701), in accordance with the Act and with HUD's rules at 24 CFR part 24, subpart F.

M. Title 8 of the Civil Rights Act of 1968 PL. 90-284.

N. E.O. 11063 on Equal Opportunity and Housing.

O. Section 3 of the Housing and Urban Development Act of 1968.

P. The Housing and Community Development Act of 1974.

Q. Clean Water Requirements 33 U.S.C. 1251.

R. Civil Rights Requirements, 29 U.S.C. 623, 42 U.S.C. 2000, 42 U.S.C. 6102, 42 U.S.C 12112, 42 U.S.C. 12132, 49 U.S.C 5332, 29 C.F.R. Part 1630, 41 C.F.R. and Part 60 et seq.

S. Violence Against Women Act (VAWA) , 24 CFR 92.359 and 24 CFR

92.504(c)(3)(v)(F), including but not limited to notice requirements, obligations under emergency transfer plan, bifurcation of lease requirements, imposition of requirements for the duration of the HOME period of affordability, and inclusion of VAWA lease addendum requirements.

T. B roadband infrastructure requirements for new housing and rehabilitation projects as set forth in 24 CRF 92.251.
4 .13 Faith Based Activities . The DEVELOPER warrants, covenants , and agrees with the CITY that it shall not engage in any prohibited activities described in 24 CFR 92.257. 4 .1 4 Reporting Requirements. The DEVELOPER warrants, covenants, and agrees with the CITY that it shall submit performance reports to the CITY as detailed in Section 7.18.

Furthermore, the DEVELOPER agrees to provide, at the sole cost of the DEVELOPER, an annual audited Financial Statement and residual receipts calculation for the Project expenses and ongoing financial transactions which occur as a result of this Agreement as detailed in Section 5.7. The DEVELOPER agrees to account for the expenditure of HOME- ARP Funds using generally accepted accounting principles, which financial documentation shall be made available to the CITY and HUD upon their respective written request(s). 4 .1
5 Housing Affordability. The DEVELOPER covenants and agrees with the CITY that fifty-eight ( 58) of the Project Units will be HOME -APR units for the duration of the minimum 15-year compliance period after which the fifty-eight (58) units must be affordable for households earning 80 percent of the area median income or less for the remaining Affordability Period . Fifty -eight (58) Project Units shall be rented to and occupied by Qualifying Populations as defined by the American Rescue Act Program , for the minimum compliance period and households with less than 80 percent area median income for the Affordability Period except upon foreclosure or other transfer in lieu of foreclosure following default under a Deed of Trust. However, if at any time following a transfer by foreclosure or transfer in lieu of foreclosure, but still during the Affordability Period, the owner of record prior to the foreclosure or transfer in lieu of foreclosure, or any newly formed entity that incl udes such owner of record those whom such owner of record has or had business ties, obtains an ownership interest in the Project or the Property, the Affordability Period shall be revived according to its original terms. In the event the DEVELOPER fails to comply with this Section

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or the Affordability Period is not revived following transfer by foreclosure or transfer in lieu of foreclosure, the DEVELOPER shall return to the CITY all HOME -ARP Funds disbursed to the DEVELOPER by the CITY.
4 .16 Terminated Projects. The DEVELOPER understands and agrees that, if the Project is terminated before completion, either voluntarily or otherwise, such constitutes an ineligible activity, and the CITY will not be required to provide any further HOME -ARP assistance to the Project.

ARTICLE 5. PROPERTY MAINTENANCE

5.1 Adequate Repair and Maintenance. The DEVELOPER during its time on title shall cause the maintenance of the Project and Property to be in compliance with all applicable codes, laws, and ordinances. The CITY reserves the right to require the DEVELOPER to change the property management company for the Property if it is determined through annual property monitoring that the property management company is not performing satisfactorily.
5 .2 Affordable Rental Housing. The DEVELOPER covenants and agrees that the Project shall constitute a total of fifty-nine (59) Project Units with fifty-eight (58) reserved as HOME-ARP Units during the entire Affordability Period. This covenant shall remain in effect and run with and restrict the land during the entirety of the Affordability Period. In the event the DEVELOPER fails to comply with the time period in which the HOME -ARP Units constitute affordable housing, the CITY shall without waiver or limitation, be entitled to injunctive relief, as the DEVELOPER acknowledges that damages are not adequate remedy at law for such breach.
5 .3 Co
mpliance with Environmental Laws . The DEVELOPER shall cause the Project HOME-ARP Units to be in compliance with, and not to cause or permit the Project to be in violation of, any Hazardous Materials law, rule, regulation, ordinance, or statute.

Although the CITY will utilize its employees and agents for regular inspection and testing of the eligible Property, the DEVELOPER agrees that, if the CITY has reasonable grounds to suspect any such violation, the DEVELOPER shall be entitled to thirty (30) days' notice and opportunity to cure such violation. If the suspected violation is not cured, the CITY shall have the right to retain an independent consultant to inspect and test the eligible Property for such violation. If a violation is discovered, the DEVELOPER shall pay for the reasonable cost of the independent consultant.

Additionally, the DEVELOPER agrees:

A. That the CITY shall not be directly or indirectly responsible, obligated or liable with the inspection, testing, removal or abatement of asbestos or other hazardous or toxic chemicals, materials, substances, or wastes and that all cost, expense and liability for such work shall be and remain solely with the DEVELOPER; B. Not to transport to, or from, the Property, or use, generate, manufacture, produce, store, release, discharge, or dispose of on, under, or about the Property, or surrounding real estate, or transport to or from the Project site, or surrounding real estate, any hazardous or toxic chemicals, materials, substance, or wastes or allow any person or entity to do so except in such amounts and under such terms and conditions permitted by applicable laws, rules, regulations, ordinances, and statutes; C. To give prompt written notice to the CITY of the following:

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(i) Any proceeding or inquiry by any governmental authority with respect to the presence of any hazardous or toxic chemicals, materials, substance, or waste in or on the eligible Property or the surrounding real estate or the migration thereof from or to other property;
(ii) All claims made or threatened by any third party against the DEVELOPER, or such properties relating to any loss or injury resulting from any hazardous or toxic chemicals, materials, substance, or waste; and (iii) The DEVELOPER’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of such properties that would cause such properties or underlying or surrounding real estate or part thereof to be subject to any restrictions on the ownership, occupancy, transferability, or use of the property under any environmental law, rule, r egulation, ordinance, or statute; and
D. To indemnify, defend, and hold the CITY harmless from any and all claims, actions, causes of action, demand, judgments, damages, injuries, administrative orders, consent agreements, orders, liabilities, penalties, costs, expenses (including attorney’s fees and expenses), and disputes of any kind whatsoever arising out of or relating to the DEVELOPER or any other party’s use of release of any hazardous or toxic chemicals, materials, substance, or waste on the Property regardless of cause or origin, including any and all liability arising out of or relating to any investigation, site monitoring, containment, cleanup, removal, restoration, or related remedial work of any kind or nature. 5 .4 Compliance with Laws. The DEVELOPER shall promptly and faithfully comply with, conform to, and obey all present and future federal, State, and local statutes, regulations, rules, ordinances, and other legal requirements applicable by reason of this Agreement or otherwise to the Project including without limitation prevailing wage requirements. The DEVELOPER acknowledges that the use of HOME-ARP Funds subjects the Project to extensive federal regulation and covenants and agrees that it shall comply with, conform to , and obey (and take steps as are required of the DEVELOPER to enable the CITY to comply with, conform to, and obey) all federal statues, regulations, rules, and policies applicable to the Project.

5.5 R
ehabilitation Standards. In the absence of existing applicable State or local code requirements and ordinances, at a minimum, the DEVELOPER shall comply with all inspectable items and inspectable areas specified by HUD based on the HUD physical inspection procedures ( 24 CFR 92.2, Uniform Physical Condition Standards (UPCS)) prescribed by HUD pursuant to 24 CFR 5.705. UPCS means uniform national standards established by HUD pursuant to 24 CFR 5.703 for housing that is decent, safe, sanitary, and in good repair. Standards are established for inspectable items for each of the following areas: site, building exterior, building systems, dwelling units, and common areas, but do not require the use of any scoring, item weight, or level of criticality.

5.6 E xistence, Qualification, and Authority. The DEVELOPER shall provide to the CITY any evidence required or requested by the CITY to demonstrate the continuing existence, qualification, and authority of the DEVELOPER to execute this Agreement and to perform the acts necessary to carry out the Project.

5.7 F
inancial Statements and Audits . Annually, within one hundred eighty (180)

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days following: 1) the end of fiscal year(s) in which the HOME -ARP Funds are disbursed hereunder, and 2) the end of fiscal year(s) in which this Agreement shall terminate, and otherwise upon the CITY’s, written request during the term of this Agreement, the DEVELOPER, at its sole cost and expense shall submit to the CITY:

A. Audited annual financial statements with notes that are current, signed, and prepared according to generally accepted accounting principles consistently applied (except as otherwise disclosed therein), including the residual receipts calculation.

B. Audited Financial Statements with the management notes covering the income and expenses, and the financial transactions for the Project during the prior fiscal year.

5.8 Inspection and Audit of Books, Records and Documents . The DEVELOPER shall account for all HOME-ARP Funds disbursed for the Project pursuant to this Agreement.

Any duly authorized representative of the CITY or HUD shall, at all reasonable times, have access to and the right to inspect, copy, make excerpts or transcripts, audit, and examine all books of accounts, records, files and other papers or property, and other documents of the DEVELOPER pertaining to the Project or all matters covered in this Agreement and for up to six (6) years after the expiration or termination of this Agreement.

A. The DEVELOPER will maintain books and records for the Project using generally accepted accounting principles. The DEVELOPER agrees to maintain books and records that accurately and fully show the date, amount, purpose, and payee of all expenditures financed with HOME -ARP Funds and to keep all invoices, receipts and other documents related to expenditures financed with HOME -ARP Funds for not less than six (6) years after the expiration or termination of the Agreement. Books and records must be kept accurate and current. For purposes of this section, "books, records and documents" include, without limitation; plans, drawings, specifications, ledgers, journals, statements, contracts/agreements, funding information, funding applications, purchase orders, invoices, loan documents, computer printouts, correspondence, memoranda, and electronically stored versions of the foregoing. This section shall survive the termination of this Agreement.

B. The CITY may audit any conditions relating to this Agreement at the CITY’s expense, unless such audit shows a significant discrepancy in information reported by the DEVELOPER in which case the DEVELOPER shall bear the cost of such audit. The DEVELOPER shall also comply with any applicable audit requirements of 24 CFR 92.506. This section shall survive the ter mination of this Agreement.

C. The DEVELOPER will cooperate fully with the CITY and HUD in connection with any interim or final audit relating to the Project that may be performed relative to the performance of this Agreement.

5.9 Inspection of Property. Any duly authorized representative of the CITY or HUD shall, at a ll reasonable times and with seventy-two (72) hours’ written notice, have access and the right to inspect the Property until expiration of the applicable Affordability Period , subject to the rights of the tenants.

5. 10 N o Other Liens . The DEVELOPER shall not create or incur, or suffer to be

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created or incurred, or to exist, any additional mortgage, pledge, lien, charge, or other security interest of any kind on the eligible Property, other than those related to the Project’s rehabilitation loans in relation to the Project, consistent with the attached Budget, without the prior written consent of the CITY.
5 .11 Nondiscrimination. The DEVELOPER shall comply with and cause any and all contractors and subcontractors to comply with any and all federal, State, and local laws with regard to illegal discrimination, and the DEVELOPER shall not illegally discriminate against any persons on account of race, religion, sex, family status, age, handicap, or place of national origin in its performance of this Agreement and the completion of the Project. 5 .12 O
wnership. Except as required in pursuit hereof, the DEVELOPER shall not sell, lease, transfer, assign or otherwise dispose (Transfer) all or any material part of any interest it might hold in the Property or the Project without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed. “Transfer” shall exclude the leasing of any single Unit in the Project.

A. The DEVELOPER shall request the CITY’s written approval of the granting of the security interests in the Property described in Section 5.12 above. 5 .13 Payment of Liabilities . The DEVELOPER shall pay and discharge in the ordinary course of its business all material obligations and liabilities, the nonpayment of which could have a material or adverse impact on its financial condition, business, or assets or o n the operation of the Project, except such obligations and liabilities that have been disclosed to the CITY in writing and are being contested in good faith. 5 .14 R
eport of Events of Default . The DEVELOPER shall promptly give written notice to the CITY upon becoming aware of any Event of Default under this Agreement.

ARTICLE 6. DISBURSEMENT OF HOME-ARP FUNDS

6.1 Loan Commitments and Financing Plan. The DEVELOPER shall submit its most current Finance Plan for the Project to the CITY prior to Council approval and as other funding sources become part of the Project budget. The City shall approve the Finance Plan so long as the Plan is consistent with the Budget contained in EXHIBIT “C”. The CITY shall accept the Finance Plan and supporting documentation such as commitment letters, letters of credit, agreements, and resolutions for proposed funding to the Project. If the CITY disapproves the Finance Plan, it will specify the reason for the disapproval and ask the DEVELOPER to provide any additional information the CITY may need to approve the Finance Plan.

6.2 F
inance Plan Content. The Finance Plan shall contain all Project pre- rehabilitation, post-rehabilitation, and permanent loans or letters of commitment from one or more qualified public/private lenders or funding sources in sufficient amounts, combined with any other DEVELOPER financing, for the DEVELOPER to complete rehabilitation of the Project. The total amount of the liens to be recorded against the Property as presented in the Finance Plan shall not exceed the DEVELOPER’s estimated rehabilitation Budget.

6.3 Us
e of HOME -APR Funds. The DEVELOPER warrants, covenants and agrees that it shall request HOME-APR Funds only for reimbursement of Eligible rehabilitation Costs incurred as identified in the itemized Budget, attached hereto as EXHIBIT “C”, including costs

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allowable under 24 CFR 92.206, aggregating not more than One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24).

A. If any such Funds shall be determined to have been requested and/or used by the DEVELOPER for costs other than for E ligible Rehabilitation Costs, and subject to the notice and cure provisions of Section 10.2 hereunder, an equal amount from nonpublic funds shall become immediately due and payable by the DEVELOPER to the CITY; provided, however, that the DEVELOPER shall, subject to its full cooperation with the CITY, be entitled to participate in any opportunity to remedy, contest, or appeal such determination.

B. In the event HOME -ARP Funds are requested to reimburse Eligible Costs which subsequently lose eligibility as Eligible Costs, the DEVELOPER shall immediately return such HOME-ARP Funds to the CITY.

C. The CITY will disburse HOME-APR Funds to the DEVELOPER through proper invoicing for eligible rehabilitation costs of the HOME-ARP Units as provided in this Article 6.

6.4 Conditions Precedent to Disbursement . The CITY shall not be obligated to make or authorize any disbursements of HOME-ARP Funds unless the following conditions are satisfied:

A. There exists no Event of Default as provided in Article 10, nor any act, failure, omission, or condition that with the passage of time or the giving of notice or both would constitute an Event of Default.

B. The DEVELOPER has received and delivered to the CITY firm commitments of, or Agreements for, sufficient funds to finance the rehabilitation Project.

C. The CITY has approved the requested reimbursement of eligible Project rehabilitation costs.

D. The DEVELOPER has obtained insurance coverage and delivered to the City for approval as evidence of insurance as required in Article 9.

E. The DEVELOPER is current with its compliance of reporting requirements set forth in this Agreement.

F. The DEVELOPER has provided the CITY with a written request for HOME-ARP Funds for reimbursement of eligible Project rehabilitation costs and detailing such Eligible Costs applicable to the request on a City provided form.

G. The CITY has received certification required by Section 6 .6 of this Agreement.

H. The CITY has received, and continues to have the right to disburse, HOME-ARP Funds.
6 .5 Requests for Reimbursement of HOME-APR Funds. The DEVELOPER shall request that the CITY reimburse funds for eligible rehabilitation cost using the CITY’s Request for Disbursement of Funds form. The DEVELOPER shall only request a maximum of One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty -Five Dollars and 24/100 ($1,749,835.24) in HOME-ARP assistance for the HOME-ARP assisted u nits. All

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requests should provide in detail such Eligible Costs applicable to the request. All requests for HOME-ARP Funds shall be accompanied with the Certification required by Section 6.6 of this Agreement.
6 .6 DEVELOPER Certification. The DEVELOPER shall submit to the CITY a written certification that, as of the date of the Request for Reimbursement (Certification):

A. The representations and warranties contained in or incorporated by reference in this Agreement continue to be true, complete, and accurate in material respects; and
B. The DEVELOPER has carried out its obligations and is in compliance with all the obligations or covenants specified in this Agreement, to the extent that such obligations or covenants are required to have been carried out or are applicable at the time of the Request for Reimbursement; and
C. The DEVELOPER has not committed or suffered an act, event, occurrence, or circumstance that constitutes an Event of Default or that with the passage of time or giving of notice or both would constitute an Event of Default; and D. T he disbursement of funds shall be used solely for reimbursement of Eligible Cos ts identified in this Agreement and must by supported by the itemized obligations that have been properly incurred, expended and are properly chargeable in connection with rehabilitation of the Project.

6.7 Disbursement of Funds. The disbursement of HOME -ARP Funds shall occur within the normal course of CITY business (approximately thirty ( 30) days) after the CITY receives the Certification and Request for Reimbursement with correct supporting documentation and to the extent of annually allocated and available HOME-ARP Funds.

ARTICLE 7. REHABILITATION OF THE PROJECT
Without waiver of limitation, the parties agree as follows:
7 .1 Pre-Construction Meeting Regarding HOME-ARP Processes and Procedures.

The CITY may schedule, and the DEVELOPER shall attend, a meeting prior to rehabilitation for the purpose of outlining the Project processes and procedures or the DEVELOPER may schedule, and the CITY shall attend, a meeting prior to the rehabilitation for the purpose of outlining the Project processes and procedures.
7 .2 C ommencement and Completion of Project. The DEVELOPER shall commence rehabilitation of the Project, and when completed, record a Notice of Completion of the Project completion in accordance with the Project Schedule as identified in EXHIBIT “B”, and immediately provide the CITY with a copy for recordation. 7 .3 C ontracts and Subcontracts. Consistent with Section 5.3, all hazardous waste abatement, construction work and professional services for the Project shall be performed by persons or entities licensed or otherwise legally authorized to perform the applicable work or service in the State of California and the City of Fresno. The DEVELOPER shall provide the CITY with copies of all agreements it has entered into with any and all general contractors or subcontractors for this Project . The DEVELOPER shall require that each such general contractor agreement contain a provision whereby the party(ies) to the agreement, other than the DEVELOPER, agree to: (i) notify the CITY immediately of any event of default by the DEVELOPER thereunder, (ii) notify the CITY immediately of the filing of a mechanic’s lien,

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(iii) notify the CITY immediately of termination or cancellation of the rehabilitation agreement on the Project, and (iv) provide the CITY, upon the CITY’s request, an Estoppel Certificate certifying that the agreement is in full force and effect and the DEVELOPER is not in default thereunder. The DEVELOPER agrees to notify the CITY immediately of termination or cancellation of any such agreement(s), notice of filing of a mechanic’s lien, or breach or default by other party(ies) thereto.
7 .4 Damage to Property . To the extent consistent with the requirements of any permitted encumbrance, or as otherwise approved by the CITY , and subject to Article 9 of this Agreement, if any building or improvement rehabilitated/ constructed on the Property is damaged or destroyed by an insurable cause, the DEVELOPER shall, at its cost and expense, diligently undertake to repair or restore said buildings and improvements consistent with the original Plans and Specifications of the Project. Such work or repair shall occur within ninety (90) days after the insurance proceeds are made available to the DEVELOPER and shall be completed within two (2) years thereafter. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, the DEVELOPER shall use its best efforts to make up the deficiency.
7 .5 F
ees, Taxes and Other Levies . The DEVELOPER shall be responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property or the Project and shall pay such charges prior to delinquency. However, the DEVELOPER shall not be required to pay and discharge any such charge so long as: (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (b) if requested by the CITY, the DEVELOPER deposits with the CITY any funds or other forms of assurances that the CITY, in good faith, may determine from time to time are appropriate to protect the CITY from the consequences of the contest being unsuccessful. The DEVELOPER shall have the right to apply for and obtain an abatement and/or exemption of the Project from real property taxes in accordance with all applicable rules and regulations, including Section 214(g) of the California Revenue and Taxation Code.
7 .6 F
inancing. The DEVELOPER shall promptly inform the CITY of any new financing or funding not included in the budget for the Project, and the DEVELOPER shall provide the CITY with copies of all agreements with all funding sources for the Project. The DEVELOPER shall require each agreement with all funding sources not included in the Budget to contain a provision whereby the party(ies) to the agreement other than the DEVELOPER, if permitted by the party(ies) applicable rules and regulations, agree to notify the CITY immediately of any event of default by the DEVELOPER thereunder. Should the DEVELOPER not comply with all the obligations of this section, the Loan shall become immediately due and payable as provided for in this Agreement. This Section shall survive expiration or termination of this Agreement.

7.7 I
dentification Signage. Before the start of rehabilitation, the DEVELOPER shall place a poster or sign, with a minimum four feet by four feet in size, identifying the City of Fresno Planning and Development Department, Community Development Division as a Project participant. The sign shall also include the CITY’s Housing logo, as well as the Equal Housing Opportunity logo, as mandated by HUD. The font size shall be a minimum of 4 inches. The poster/sign shall be appropriately placed and shall remain in place throughout the rehabilitation Project.

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7 .8 Inspections. The DEVELOPER shall permit, facilitate, and require its contractors and consultants to permit and facilitate observation and inspection at the Project site by the CITY and other public authorities during reasonable business hours, for the purpose of determining compliance with this Agreement, including without limitation those annual on-site Property inspections required of the CITY by 24 CFR 92.504(d). 7 .9 Ut
ilities. The DEVELOPER shall be responsible, at its sole cost and expense, to determine the location of any utilities on the Property and to negotiate with the utility companies for, and to relocate the utilities, if any, as necessary to complete the Project. 7 .1
0 Insurance and Bonds . The DEVELOPER shall submit for CITY approval bonds, certificates and applicable endorsements for all insurance and bonds required by this Agreement in accordance with Article 9.
7 .1
1 Mechanic’s Liens and Stop Notices . If any claim of lien is filed against the Property or a stop notice affecting any financing, HOME-ARP Funding or funding sources for the Project is served on the CITY or any other third party in connection with the Project, the DEVELOPER shall, within twenty ( 20) days of such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the CITY a surety bond in sufficient form and amount, or provide the CITY with other assurance satisfactory to the CITY that the claim of lien or stop notice will be paid or discharged.

A. If the DEVELOPER fails to discharge, bond, or otherwise satisfy the CITY with respect to any lien, encumbrance, charge, or claim referred to in Section

7.11 above, then, in addition to any other right or remedy, the CITY may, but shall not be obligated to, discharge such lien, encumbrance, charge, or claim at the DEVELOPER’s expense. Alternatively, the CITY may require the DEVELOPER to immediately deposit with the CITY the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The CITY may use such deposit to satisfy any claim or lien that is adversely determined against the DEVELOPER. The DEVELOPER hereby agrees to indemnify and hold the CITY harmless from liability for such liens, encumbrances, charges or claims together with all related costs and expenses.
7 .12 Permits and Licenses. The DEVELOPER shall submit, for CITY approval, all the necessary permits and licenses required fo r the Commencement of Rehabilitation. As the CITY may reasonably request, the DEVELOPER, at its sole cost and expense, shall provide to the CITY copies of any and all permit approvals and authorizations including plot plan, plat, zoning variances, sewer, building, grading, demolition, and other permits required by governmental authorities other than the CITY in pursuit of the Project, and for its stated purposes in accordance with all applicable building, environmental, ecological, landmark, subdivision, zoning codes, laws, and regulations.

7.13 Plans and S
pecifications. The DEVELOPER has submitted to the CITY preliminary plans and specifications for the Project under ______________ (Project Preliminary Plans).

A . The HOME-ARP Agreement shall contain by reference the design and site plan of the Project; such design must be approved by the CITY Council with the HOME-ARP Agreement.

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B. Before Commencement of Rehabilitation, the DEVELOPER shall submit to the CITY, for its review and approval, the final Plans and Specifications for the Project. The DEVELOPER will rehabilitate the Project in full conformance with the Plans and Specifications and modifications thereto approved by the CITY. The DEVELOPER shall obtain the CITY’s prior written approval for any modifications to the Plans and Specifications.

7.14 Project Responsibilities/Public Work -Prevailing Wage Requirements. The DEVELOPER shall be solely responsible for all aspects of the DEVELOPER’s conduct in connection with the Project, including but not limited to, compliance with all local, State, and federal laws including without limitation, as to prevailing wage and public bidding requirements. The Council of the City of Fresno has adopted Resolution No. 82- 297 ascertaining the general prevailing rate of per diem wages and per diem wages for holidays and overtime in the Fresno area for each craft, classification or type of workman needed in the execution of contracts for the CITY. A copy of the resolution is on file at the Office of the City Clerk, City Hall, second floor. Actual wage schedules are available upon request at the City’s Construction Management Office, 1721 Van Ness Avenue . Without limiting the foregoing, the DEVELOPER shall be solely responsible for the quality and suitability of the work completed and the supervision of all contracted work, qualifications , and financial conditions of and performance of all contracts, subcontractors, consultants , and suppliers.

Any review or inspection undertaken by the CITY with reference to the Project and/or payroll monitoring/auditing is solely for the purpose of determining whether the DEVELOPER is properly discharging its obligation to the CITY and shall not be relied upon by the DEVELOPER or by any third parties as a warranty or representation by the CITY as to governmental compliance and/or the quality of work completed for the Project. 7 .1
5 Property Condition . The DEVELOPER shall maintain the Project and all improvements on site in a reasonably good condition and repair (and, as to landscaping, in a healthy condition), all according to the basic design and related plans, as amended from time to time. The DEVELOPER and those taking direction under the DEVELOPER shall: (i) maintain all on-site improvements according to all other applicable law, rules, governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (ii) keep the improvements free from graffiti; (iii) keep the Project Property free from any accumulation of debris or waste material; (iv) promptly make repairs and replacemen ts to on -site improvements; (i v) promptly replace any dead, or diseased plants and/or landscaping (if any) with comp arable materials, and (v) enforce tenant lease terms.
7 .1
6 Quality of Work . The DEVELOPER shall ensure that rehabilitation of the Project employs building materials of a quality suitable for the requirements of the Project.

The DEVELOPER shall cause completion of the rehabilitation of the Project on the Property in full conformance with applicable local, S tate, and federal laws, statutes, regulations, and building and safety codes.
7 .1 7 Relocation. If and to the extent that the rehabilitation of the proposed Project results in the permanent or temporary displacement of residential tenants, the DEVELOPER shall comply with all applicable local, State, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. The DEVELOPER shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation

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laws.
7 .18 Reporting Requirements . The DEVELOPER shall submit to the CITY the following Project reports:

A. From the date of execution of this Agreement, until issuance of the final Certificate of Completion, the DEVELOPER shall submit a Quarterly Report, in a form approved by the CITY, which will include, at a minimum, the following information:
progress of the Project and affirmative marketing efforts. The Quarterly Reports are due fifteen ( 15) days after each March 31st, June 30th, September 30th, and December 31st, during said period.

B. Annually, beginning on the first day of the month following the CITY’s issuance of the Certificate of Completion, and continuing until the termination of the Agreement, the DEVELOPER shall submit an Annual Rent Roll Report to the CITY, in a form approved by the CITY. The Annual Report shall include, at a minimum, the following information: occupancy of each Project Unit including the annual income and the household size, the date occupancy commenced, certification from an officer of the DEVELOPER that the Project is in compliance with the Affordability requirements, and such other information the CITY may be required by law to obtain. The DEVELOPER shall provide any additional information reasonably requested by the CITY upon request and at the annual monitoring of the Property.

C. Annually, beginning on the first day of the month following the CITY’s issuance of the final Certificate of Complet ion, evidencing the rehabilitation of the Project, and continuing until the expiration of the Agreement, the DEVELOPER shall submit proof of property and liability insurance, as required in Article 9, listing the CITY as loss payee.
7 .19 Scheduling and Extension of Time; Unavoidable Delay in Performance. It shall be the responsibility of the DEVELOPER to coordinate and schedule the work to be performed so that the Co mmencement of the Rehabilitation and issuance of the Notice of Completion will take place in accordance with the provisions of the Agreement and Project Schedule. The time for performance contained in the Project Schedule shall be automatically extended upon the following:

A. The time for performance of provisions of the Agreement by either party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by: war, insurrection, strike or other labor disputes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by third parties concerning or arising out of this Agreement, or unseasonable weather conditions (“force majeure”). An extension of time for any of the above specified causes will be granted only if written notice by the party claiming such extension is sent to the other party within ten (10) calendar days from the date the affected party learns of the commencement of the cause and the resulting delay, and such extension of time is accepted by the other party in writing. In any event, the Project must be completed no later than one hundred eighty (180) calendar days after the scheduled completion date specified in this Agreement, notwithstanding any delay caused by that included in this Section.

B. Any and all extensions hereunder shall be by mutual written agreement

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of the CITY Community Development Division Manager and the DEVELOPER, which shall not cumulatively exceed one hundred eighty ( 180) days without City Council approval.
7 .20 Certificate of Completion. Upon completion of the rehabilitation of the Project, the DEVELOPER shall submit to the CITY: 1) certification in writing that the Project has been substantially rehabilitated in accordance with the plans and specifications , approved by the CITY; 2) a recorded Notice of Completion; 3) a cost -certifying final budget identify ing the actual costs in line-item format consistent with the Project Budget ; and 4) a request for a recorded Certification of Completion. Upon a determination by the CITY that the DEVELOPER is in compliance with all o f the DEVELOPER’s rehabilitation obligations, as specified in this Agreement, the CITY shall furnish, within thirty (30) calendar days of a written request by the DEVELOPER, a recordable Certificate of Completion for the Project in the form attached hereto as EXHIBIT “E”. The CITY will not unreasonably withhold or delay furnishing the Certificate of Completion. If the CITY fails to provide the Certificate of Completion within the specified time, it shall provide the DEVELOPER a written statement indicating in what respects the DEVELOPER has failed to complete the P roject in conformance with this Agreement or has otherwise failed to comply with the terms of this Agreement, and what measures the DEVELOPER will need to take or what standards it will need to meet in order to obtain the Certificate of Completion. Upon the DEVELOPER taking the specified measures and meeting the specified standards, the DEVELOPER will certify to the CITY in writing of such compliance and the CITY shall deliver the recordable Certificate of Completion to the DEVELOPER in accordance with the provisions of this Section.

ARTICLE 8. OPERATIONS OF THE PROJECT

8.1 Operation of the Project. The DEVELOPER or its contracted property management company shall lease, operate, and manage the Project in full conformity with the terms of this Agreement.

8.2 H OME -ARP Occupancy Requirements . Fifty-Eight (58) of the HOME-ARP Units shall be rented and occupied by Qualifying Populations as identified in the HUD Notice CPD-21-10, issued September 13, 2021. HOME -ARP units must be occupied by eligible Qualifying Populations within six months following project completion.

8.3 Leas ing the HOME-APR Units. Before leasing any HOME-ARP Assisted Units, the DEVELOPER or authorized property management shall submit its proposed form of lease agreement for the CITY’s review and approval. The DEVELOPER or its authorized property management covenants and agrees to utilize only leases that have been approved in advance by the CITY. The CITY shall respond to the DEVELOPER’s submission of a sample lease agreement within thirty ( 30) days. Should the CITY not respond within thirty (30) days of the lease agreement submittal, the DEVELOPER shall be authorized to use the submitted sample lease agreement. Additionally, the DEVELOPER shall require that any authorized property management shall not terminate the tenancy or to refuse to renew or lease with a tenant of the Units assisted with HOME -ARP Funds except for serious or repeated violations of the terms and conditions of the lease agreement, for violation of applicable federal, S tate, or local law, or for other good cause. Any such termination or refusal to renew must be preceded by not less than thirty (30) days’ written notice served by the DEVELOPER or its authorized management entity upon the tenant specifyin g the grounds for such action. The DEVELOPER agrees it shall require its authorized property management to annually report to the CITY the number of leases that were not renewed or

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terminated and the reason for such non-renewal or termination.

8.4 Lease of HOME-ARP Units Provisions. In addition to the requirements of 24 CFR 92.253 and the VAWA lease addendum required in accordance with 24 CRF 92.359(e), the leases are subject to the following:

A. The DEVELOPER shall include in its Leases for the HOME-ARP Units, provisions which authorize the DEVELOPER or its contracted property management company to immediately terminate the tenancy of any Household of which one or more of its members misrepresented any fact material to the Household’s qualification as a Qualifying Population. Each such lease agreement shall also provide that the Household is subject to annual certification, and that, if the Household’s annual income increases above the applicable limits, such Household’s rent may be subject to increase to the lesser of: 1) the amount payable by tenant under State or local law; or 2) thirty percent (30%) of the Household’s actual adjusted monthly income, except that, consonant with the Act.

B. The tenant lease agreements for HOME-ARP units may not contain the following provisions:
• Agreement to be sued – Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease;
• Treatment of property – Agreement by the tenant that the owner may take, hold, or sell personal property of a household member without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the unit after the tenant has moved out of the unit. The owner may dispose of this property in accordance with State law;
• Excusing owner of responsibility – Agreement by the tenant not to hold the owner or the owner’s agent legally responsible for any action or failure to act, whether intentional or negligent;
• Waiver of notice – Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant;
• Waiver of legal proceedings – Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties;
• Waiver of a jury trial – Agreement by the tenant to waive any right to a trial by jury;
• Waiver of right to appeal court decision – Agreement by the tenant to waive the tenant’s right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and
• Tenant chargeable with cost of legal actions regardless of outcome – Agreement by the tenant to pay attorney’s fees or other legal costs even if

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the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses.

C. The tenant lease agreements may not be terminated or refused to renew except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local laws; or for other good cause. An increase in the tenant’s income does not constitute good cause. Termination of the lease requires a 30- day written notice of refusal to renew or termination of tenancy , specifying the grounds for the action.

8.5 Property Management Plan. Before leasing and at least sixty ( 60) calendar days prior to the rehabilitation Completion Date, the DEVELOPER shall submit to the CITY, for review and approval, a plan for marketing and managing the Project Units ( Property Management Plan). The Property Management Plan shall address in detail how the DEVELOPER or its contracted property management company plans to market the availability of the Project Units to prospective tenants and how the DEVELOPER or contracted property management company plans to certify the eligibility of potential tenants.

The Property Management Plan shall also address how the DEVELOPER and/or the contracted property management company plans to manage and maintain the HOME -ARP Units in accordance with HUD regulations at Section 92.251 Property Standards and shall include appropriate financial information and documentation. The Property Management Plan shall contain detailed descriptions of policies and procedures with respect to tenant selections and evictions.

Topics to be covered in these procedures shall include at a minimum the following:
• Qualifying Population determination
• Interviewing procedures for prospective tenants; • Criminal background checks;
• Deposit amounts, purpose, use and refund policy;
• Income verification;
• Occupancy restrictions;
• Income restrictions;
• Equal Housing Opportunity Statement;
• Restrictions on use of the premises; and
• Tenant/Landlord dispute resolution procedures.

The Property Management Plan shall contain copies of all standardized forms associated with the above-listed topics. The Property Management Plan shall include a form lease agreement that the DEVELOPER proposes to enter into with the Qualifying Population Household. The DEVELOPER and/or contracted property management shall abide by the terms of this Property Management Plan, approved by the CITY, in marketing, managing, and maintaining the HOME-ARP Units.

At least ninety ( 90) calendar days prior to the Project Completion Date, the DEVELOPER shall submit any proposed property management contracts to the CITY for prior review. The CITY shall have the right to review any proposed amendments, other than renewals to the property management contract, and any new management contracts during the term of this Agreement. Such management contract(s) shall contain a provision expressing this right.

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8.6 Property Management. The DEVELOPER shall comply with the following:

A. Management Responsibilities. The DEVELOPER directly and/or through its designated property management company, is specifically responsible for all management functions with respect to the Project and Property including, without limitation, the selection of tenants, certification and re- certification of Household size and income, evictions, collection of Rents and deposits, construction management, affirmative marketing, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items and security. The CITY shall have no responsibility for such property management of the Project.

8.7 Maintenance and Security. The DEVELOPER shall (i) at its own expense maintain the Project in good condition, in good repair and in decent, safe, sanitary, habitable, and tenantable living conditions for the benefit of the HOME -ARP Unit occupants. The DEVELOPER shall not commit or permit any waste on , or to, the Project and shall prevent and/or rectify any physical deterioration of the Project. The DEVELOPER shall maintain the Project Units in conformance with all applicable federal, S tate, and local laws, ordinances, codes and regulations, the Property Management Plan, and this Agreement.

8.8 No
ndiscrimination . Fifty-Eight (58) of the HOME-ARP Units shall be available for occupancy on a continuous basis to Qualifying Population Households who are income eligible. The DEVELOPER shall not illegally discriminate or segregate in the rehabilitated complex, the use, enjoyment, occupancy or conveyance of any part of the Project or Property on the basis of race, color, ancestry, national origin, religion, sex, marital status, family status, source of income/rental assistance subsidy, physical or mental disability, Acquired Immune Deficiency Syndrome (AI DS) or AIDS -related conditions (ARC), sexual orientation, or any other arbitrary basis. The DEVELOPER shall otherwise comply with all applicable local, State, and federal laws concerning nondiscrimination in housing. Neither the DEVELOPER nor any person claiming under or through the DEVELOPER, shall establish or permit any such practice or practices of illegal discrimination or segregation with reference to th e selection, location, number, use or occupancy of tenants or vendees of any HOME-ARP Unit or in connection with employment of persons for the construction of any Project Unit. All deeds or contracts made or entered into by the DEVELOPER as to the Project Units or portion thereof shall contain covenants concerning nondiscrimination consistent with this section. The DEVELOPER shall include a statement in all advertisements, notices, and signs for availability of Units for rent to the effect that the DEVELOPER is an Equal Housing Opportunity Provider.

A. Nothing in this section is intended to require the DEVELOPER to change the character, design, use or operation of the Project; or to require the DEVELOPER to obtain licenses or permits other than those required for the Project.

8.9 Rent Schedule and Utility Allowances. The DEVELOPER covenants and agrees not to charge rent to tenants for HOME-ARP Units in an amount which exceeds those rents prescribed to the Project as they associate with the Qualifying Population income and rent limitations levels as established by HUD in Notice CPD-21-10, issued on September 13, 2021, consistent with the HOME -ARP requirements applicable to the HOME -ARP Units in the Fresno, California area, as established by HUD, and further covenants not to impose a monthly allowance for utility services to Qualifying Population tenants of such HOME -ARP Units in excess of an amount approved by HUD in accordance with CPD Notice -21-10, issued on September 13, 2021. The DEVELOPER agrees to furnish the CITY with a

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certificate setting forth the maximum monthly rentals for the HOME -ARP Units and the monthly allowances for utilities and services to be charged during any annual period until the expiration of the Affordability Period. The DEVELOPER shall reexamine the income of each tenant Household living in the HOME -ARP Units as outlined in HUD Notice CPD- 21-10, issued on September 13, 2021.

8.10 Rental Housing Fees. The DEVELOPER covenants and agrees not to charge fees that are not customarily charged in rental housing such as laundry room access fees, and other fees in accordance with 24 CFR 92.504(c)(3)(xi).

ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS
Without waiver of limitation, the parties agree as follows regarding the DEVELOPER’S Insurance and Indemnity Obligations:

9.1 Insurance Requirements.
(a) Throughout the life of this Agreement, DEVELOPER shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, DEVELOPER or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve DEVELOPER of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by DEVELOPER shall not be deemed to release or diminish the liability of DEVELOPER , including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by DEVELOPER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of DEVELOPER , vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.

Coverage shall be at least as broad as:

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(i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as the most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 and include insurance for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability of not less than the following:
$2,000,000 per occurrence for bodily injury and property damage $2,000,000 per occurrence for personal and advertising injury $4,000,000 aggregate for products and completed operations $4,000,000 general aggregate applying separately to work performed under the Agreement
(ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto) with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage.
(iii) WORKERS’ COMPENSATION insurance as required under the California Labor Code. (iv) EMPLOYEE LIABILITY insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 diseased each employee. (v) BUILDERS RISK (Course of Construction) insurance, obtained by the DEVELOPER or subcontractor in an amount equal to the completion value of the Project with no coinsurance penalty provisions. (Only required if the project includes new construction of a building; or renovation of, or addition to, an existing building.)
(vi) CONTRACTOR POLLUTION with coverage for bodily injury, property damage or pollution clean-up costs that could result from pollution condition, both sudden and gradual.

Including a discharge of pollutants brought to the work site, a release of pre- existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following:
$1,000,000 per occurrence
$2,000,000 general aggregate per annual policy period

In the event the work involves any lead- based, mold or asbestos environmental hazard, either the Automobile Liability insurance policy or the Pollution Liability insurance policy shall be endorsed to include Transportation Pollution Liability insurance cov ering materials to be transported by the DEVELOPER pursuant to the SLFRF Agreement.

In the event the work involves any lead-based environmental hazard (e.g., lead- based paint), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event the DEVELOPER involves any asbestos environmental hazard (e.g., asbestos remediation), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards.

In the event the SLFRF Agreement involves any mold environmental hazard (e.g., mold remediation), the Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of

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“Pollution” under the policy.

UMBRELLA OR EXCESS INSURANCE
In the event DEVELOPER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.

DEDUCTIBLES AND SELF-INSURED RETENTIONS
DEVELOPER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and DEVELOPER shall also be responsible for payment of any self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar day written notice has been given to the CITY. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the DEVELOPER shall furnish the CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the CITY, the DEVELOPER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

The General Liability, Pollution and Automobile Liability insurance policies shall be written on an occurrence form.

The General Liability, Automobile Liability and Pollution Liability insurance policies shall name the CITY, its officers, officials, agents, employees, and volunteers as an additional insured for ongoing and completed operations. All such policies of insurance shall be endorsed so the DEVELOPER’s insurance shall be primary and no contribution shall be required of the CITY.

The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents, and volunteers.

If the DEVELOPER maintains higher limits of liability than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits of liability maintained by the DEVELOPER.

The Builders Risk (Course of Construction) insurance policy shall be endorsed to name the CITY as loss payee.

All insurance policies required including the Workers’ Compensation insurance policy shall contain a waiver of subrogation as to the City, its officers, officials, agents, employees, and volunteers.

The DEVELOPER shall furnish the CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’s Risk Manager or his/her designee before work commences. Upon request of the CITY, the DEVELOPER shall immediately furnish th e

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CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.

In the event of a partial or total destruction by the perils insured against of any or all of the work and/or materials herein provided for at any time prior to the final completion of the Agreement and the final acceptance by the CITY of the work or materials to be performed or supplied thereunder, the DEVELOPER shall promptly reconstruct, repair, replace, or restore all work or materials so destroyed or injured at his/her sole cost and expense. Nothing herein provided for shall in any way excuse the DEVELOPER or his/her insurance company from the obligation of furnishing all the required materials and completing the work in full compliance with the terms of this Agreement.

SUBCONTRACTORS
If DEVELOPER subcontracts any or all of the services to be performed under this Agreement, DEVELOPER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the CITY to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, DEVELOPER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

9.2 Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, DEVELOPER shall indemnify, defend and hold harmless CITY and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract .

DEVELOPER'S obligations as set forth in this section shall apply regardless of whether CITY or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.

To the fullest extent allowed by law, and in addition to the express duty to indemnify, DEVELOPER, whenever there is any causal connection between the DEVELOPER’s performance or non- performance of the work or services required under this Contract and any claim or loss, injury or damage of any type, DEVELOPER expressly agrees to undertake a duty to defend CITY and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader that the duty to indemnify. The duty to defend as herein agreed to by DEVELOPER expressly includes all costs of litigation, attorney’s fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to DEVELOPER as reasonably determined by CITY.

Upon the tender by CITY to DEVELOPER, DEVELOPER shall be bound and obligated to assume the defense of CITY and any of its officers, officials, employees, agents, or

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volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from CITY or any of its officers, officials, employees, agents, or volunteers.

It is further understood and agreed by DEVELOPER that if CITY tenders a defense of a claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers and DEVELOPER fails, refuses or neglects to assume the defense thereof, CITY and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and DEVELOPER shall be bound and obligated to reimburse CITY and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein.

The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Contract. In addit ion, such obligations remain in force regardless of whether CITY provided approval for, or did not review or object to, any insurance DEVELOPER may have procured in accordance with the insurance requirements set forth in this Contract. The defense and inde mnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by CITY, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations.

The defense and indemnity obligations set forth in t his section shall survive termination or expiration of this Contract.

If DEVELOPER should subcontract all or any portion of the work to be performed under this Contract, DEVELOPER shall require each subcontractor to Indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms as set forth above.

9.3 Property Insurance. The DEVELOPER shall maintain in full force and effect, throughout the remaining life of this Agreement, a policy or policies of property insurance acceptable to the CITY, covering the Project premises, with limits reflective of the value of the Project premises upon issuance of the Certificate of Completion or substantial completion of the project referenced in this agreement, including fire and Extended Comprehensive Exposure (ECE) coverage in an amount, form, substance, and quality as acceptable to the CITY’s Risk Manager. The CITY shall be added by endorsement as a loss payee thereon.

9.4 B
ond Obligations. The DEVELOPER or its General Contractor shall obtain, pay for and deliver good and sufficient payment and performance bonds along with a Primary Obligee, Co -Obligee, or Multiple Obligee Rider in a form acceptable to the CITY from a corporate surety, admitted by the California Insurance Commissioner to do business in the State of California and Treasury -listed, in a form satisfactory to the CITY and naming the CITY as Obligee.

A. The “Faithful Performance Bond” shall be at least equal to one hundred percent (100%) of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, attached hereto as EXHIBIT “C”, to the guarantee faithful performance of the Project, within the time prescribed, in a manner satisfactory to the CITY, consis tent with this Agreement, and that all material and workmanship

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will be free from original or developed defects.

B. The “Payment Bond” shall be at least equal to one hundred percent (100%) of construction costs approved by the CITY to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed and until all claims for materials and labor are paid and as required by the applicable provisions of Chapter 7, Title 15, Part 4, Division 3 of the California Civil Code.

C. The “Material and Labor Bond” shall be at least equal to one hundred percent (100%) of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, attached hereto as EXHIBIT “C”, to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed, and until all claims for materials and labor are paid, released, or time barred, and shall otherwise comply with any applicable provision of the California Code.

ARTICLE 10. DEFAULT AND REMEDIES

10.1 Events of Default. The parties agree that each of the following shall constitute an "Event of Default" by the DEVELOPER for purposes of this Agreement after the cure period in Section 10.2 has expired without a cure:

A. The DEVELOPER ’s use of HOME-ARP Funds for costs other than Eligible Costs or for uses not permitted by the terms of this Agreement ; except that there shall be no Event of Default if the DEVELOPER’s use of the HOME-ARP Funds were for costs that were Eligible Costs at the time they were incurred but subsequently lose eligibility;
B. The DEVELOPER’s Failure to obtain and maintain the insurance coverage required under this Agreement;
C. Except as otherwise provided in this Agreement, the failure of the DEVELOPER to punctually and properly perform any other covenant or agreement contained in this Agreement including without limitation the following: (1) the DEVELOPER’s material deviation in the Project work specified in the Project Description as identified in this Agreement, without the CITY’s prior written consent; (2) the DEVELOPER’s use of defective or unauthorized materials or defective workmanship in pursuit of the Project; (3) the DEVELOPER’s failure to commence or complete the Project, as specified in this Agreement, unless delay is permitted under Section 7.19 of this Agreement; (4) cessation of the Project for a period of more than fifteen ( 15) consecutive days (other than as provided at Section 7.1 9 of this Agreement) prior to submitting to the CITY certification that the Project is complete; (5) any material adverse change in the condition of the DEVELOPER or its development team, or the Project that gives the CITY reasonable cause to believe that the Project cannot be completed by the scheduled completion date according to the terms of this Agreement; (6) the DEVELOPER’s failure to remedy any deficiencies in record keeping or failure to provide records to the CITY upon the CITY’s request; or (7) the DEVELOPER’s failure to comply with any federal, S tate or local laws or applicable CITY restrictions governing the Project, including but not limited to

HOME-ARP CLN9/18/23
provisions of this Agreement pertaining to equal employment opportunity, nondiscrimination and lead-based paint;
D. Any representation, warranty, or certificate given or furnished by or on behalf of the DEVELOPER shall prove to be materially false as of the date of which the representation, warranty, or certification was given, or that the DEVELOPER concealed or failed to disclose a material fact to the CITY, provided, however, that if any representation, warranty, or certification that proves to be materially false is due merely to the DEVELOPER’s inadvertence, the DEVELOPER shall have a thirty (30) day opportunity after written notice thereof to cause such representation, warranty, or certification to be true and complete in every respect; E. The DEV ELOPER shall file, or have filed against it, a petition of bankruptcy, insolvency, or similar law, S tate or federal, or shall file any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, and such petition shall not have been vacated within ninety (90) days; or shall be adjudicated bankrupt or insolvent, under any present or future statute, law, regulation, under State or federal law, and such judgment or decree is not vacated or set aside within ninety (90) days; F. The DEVELOPER’s failure, inability or admission in writing of its inability to pay its debts as they become due or the DEVELOPER assignment for the benefit of creditors;
G. A receiver, trustee, or liquidator shall be appointed for the DEVELOPER or any substantial part of the DEVELOPER’s assets or properties, and not be removed within ten (10) days;
H. The DEVELOPER’s breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not otherwise identified within this Section.

I. Any substantial or continuous breach by the DEVELOPER of any material obligation owned by the DEVELOPER imposed by any other agreement with respect to the financing, of the Project, whether or not the CITY is a party to such agreement after expiration of all notice and cure periods contained within such document.

10.2 Notice of Default and Opportunity to Cure. The CITY shall give written notice to the DEVELOPER of any Event of Default by specifying: (1) the nature of the event or deficiency giving rise to the default; (2) the action required to cure the deficiency, if any action to cure is possible, and (3) a date, which shall not be less than the lesser of any time period provided in this Agreement, any time period provided for in the notice no less than ten (10) days, or thirty (30) calendar days from the date of the notice, by which such deficiency must be cured, provided that if the specified deficiency or default cannot reasonably be cured within the specified time, with the CITY’s written consent, the DEVELOPER shall have an additional reasonable period to cure so long as it commences cure within the specified time and thereafter diligently pursues the cure in good faith. The CITY acknowledges and agrees that the DEVELOPER shall have the right to cure any defaults hereunder and that notice and cure rights hereunder shall extend to any and all partners of the DEVELOPER that are previously identified in writing delivered to the CITY in the manner provided in this Agreement.

HOME-ARP CLN9/18/23

10.3 Remedies Upon an Event of Default . Upon the happening of an Event of Default and a failure to cure said Event of Default within the time specified, the CITY’s obligation to disburse HOME -ARP Funds shall terminate. The CITY may also at its option and without notice institute any action, suit, or other proceeding in law, in equity or otherwise, which it shall deem necessary or proper for the protection of its interests and may without limitation proceed with any or all of the following remedies in any order or combination that the CITY may choose in its sole discretion:

A. Terminate this Agreement immediately upon written notice; B. Bring an action in equitable relief: (1) seeking specific performance of the terms and conditions of this Agreement, and/or (2) enjoining, abating or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; and
C. Pursue any other remedy allowed by law or in equity or under this Agreement.

ARTICLE 11. GENERAL PROVISIONS
Without waiver of limitation, the DEVELOPER and the CITY agree that the following general provisions shall apply in the performance hereof:

11.1 Amendments. No modification or amendment of any provision of this Agreement shall be effective unless made in writing and signed by the DEVELOPER and the CITY hereto. The CITY recognizes that senior lenders and equity investors may request revisions to the Loan Documents to be consistent with their funding and investing requirements. Therefore, the CITY agrees to consider and negotiate as to any reasonable non-material changes to this Agreement to address such requests, subject to approval as to form by the City Attorney’s Office.
11 .2 Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party will be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
11 .3 Binding on All Successors and Assigns. Unless otherwise expressly provided in this Agreement, all the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective heirs, successors, assigns, and legal representatives.
11 .4 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto. 11 .5 Disclaimer of Relationship. Nothing contained in this Agreement, nor any act of the CITY or of the DEVELOPER, or of any other person, shall in and by itself be deemed or construed by any person to create any relationship of third-party beneficiary, or of principal and agent, of limited or general partnership, or of joint venture. 11 .6 Discretionary Governmental Actions . Certain planning, land use, zoning and other permits and public actions required in connection with the Project including, without limitation, the approval of this Agreement, the environmental review and analysis under

HOME-ARP CLN9/18/23
NEPA or any other statute, and other transactions contemplated by this Agreement are discretionary government actions. Nothing in this Agreement obligates the CITY or any other governmental entity to grant final approval of any matter described herein. Such actions are legislative, quasi-judicial, or otherwise discretionary in nature. The CITY cannot take action with respect to such matters before completing the environmental assessment of the Project under NEPA and any other applicable statutes. The CI TY cannot and does not commit in advance that it will give final approval to any matter. The CITY shall not be liable, in contract, law or equity, to the DEVELOPER or any of its executors, administrators, transferees, successors-in-interest or assigns for any failure of any governmental entity to grant approval on any matter subject to discretionary approval.

11.7 Effective Date . This Agreement shall be effective upon the date first above written, upon the CITY and the DEVELOPER’s complete execution following City Council approval and recordation of related documents.
11 .8 Entire Agreement . This Agreement represents the entire and integrated agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. 11 .9 Exhibits. Each exhibit and attachment referenced in this Agreement is, by reference, incorporated into and made a part of this Agreement. 11 .10 Expenses Incurred Upon Event of Default. The DEVELOPER shall reimburse the CITY for all reasonable expenses and costs of collection and enforcement, including reasonable attorney's fees, incurred by the CITY as a result of one or more Events of Default by the DEVELOPER under this Agreement.
11 .11 Governing Law and Venue. Except to the extent preempted by applicable federal law, the laws of the State of California shall govern all aspects of this Agreement, including execution, interpretation, performance, and enforcement. Venue for filing any action to enforce or interpret this Agreement will be Fresno, California. 11 .12 Headings. The headings of the articles, sections, and paragraphs used in this Agreement are for convenience only and shall not be read or construed to affect the meaning or construction of any provision.
11 .13 Interpretation. This Agreement in its fully executed form is the result of the combined efforts of the DEVELOPER and the CITY. Any ambiguity will not be construed in favor or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
11 .14 Assignment or Succession. The DEVELOPER shall not sell, transfer, assign or otherwise dispose of all or a material part of any interest it might hold in the Property without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, upon prior written notice to the CITY, the DEVELOPER shall be permitted to assign its rights and obligation under this Agreement with respect to the Project without the CITY’s consent. 11 .15 Third-Party Beneficiary. No contractor, subcontractor, mechanic, materialman, laborer, vendor, or other person hired or retained by the DEVELOPER shall be, nor shall any of them be deemed to be, third-party beneficiaries of this Agreement, but each such person shall be deemed to have agreed: (a) that they shall look to the DEVELOPER as their sole source of recovery if not paid, and (b) except as otherwise agreed to by the CITY and any

HOME-ARP CLN9/18/23
such person in writing, they may not enter any claim or bring any such action against the CITY under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the CITY and such person, each such person shall be deemed to have waived in writing all right to seek redress from the CITY under any circumstances whatsoever.

11.16 No Waiver. Neither failure nor delay on the part of the CITY in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or consent to any departure by the DEVELOPER therefrom shall be effective unless the same shall be in writing, signed on behalf of the CITY by a duly authorized officer thereof, and the same shall be effective only in the specific instance for which it is given. No notice to or demand on the DEVELOPER in any case shall entitle the DEVELOPER to any other or further notices or demands in similar or other circumstances or constitute a waiver of any of the CITY's right to take other or further action in any circumstances without notice or demand.
11 .17 Nonreliance. The DEVELOPER hereby acknowledges having obtained such independent legal or other advice as it has deemed necessary and declares that in no manner has it relied on the CITY, its agents, employees, or attorneys in entering into this Agreement.
11 .18 Notice. Any notice to be given to either party under the terms of this Agreement shall be given by certified United States mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties.

If to the CITY: City of Fresno
Planning and Development Department
Community Development Division
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

If to DEVELOPER: Fresno Quality Homekey, LP
A ttn: Up Holdings California, LLC
7370 N. Lincoln Avenue, Suite A
Lincolnwood, IL 60712

11.19 Precedence of Documents . In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement will control.
11 .20 Recording of Documents . The DEVELOPER agrees to cooperate with the CITY and execute any documents required, promptly upon the CITY’s request, and to promptly effectuate the recordation of this Agreement, the Declaration of Restrictions, the Deed of Trust, and any other documents/instruments that the CITY requires to be recorded, in the Official Records of Fresno County, California, consistent with this Agreement. 11 .21 Remedies Cumulative. All powers and remedies given by this Agreement shall be cumulative and in addition to those otherwise provided by law.

HOME-ARP CLN9/18/23

11.22 Severability. The invalidity, illegality, or un-enforceability of any one or more of the provisions of this Agreement shall not affect the validity, legality, or enforceability of the remaining provisions hereof or thereof.
//

EXHIBIT “A”

LEGAL DESCRIPTION

EXHIBIT “B”

PROJECT DESCRIPTION AND SCHEDULE

I. PROJECT DESCRIPTION

The Fresno Quality Homekey Project consists of the rehabilitation of the former Quality Inn Motel located at 6051 N. Thesta Street, Fresno, CA 93710, and includes on/off-site improvements. The existing motel units will be converted into Fifty -eight studio apartment units available to Qualifying Populations as identified in HUD Notice CPD-21-10, issued on September 13, 2021, and one unit reserved for on- site manager unit as outlined in the table below for a total of 59 units . Nine units will be ADA accessible.

HOME-ARP Funds will be made available by the CITY for reimbursement of HOME- ARP eligible rehabilitation costs not to exceed One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty -Five Dollars and 24/100 ($1,749,835.24) for the 59 HOME-ARP units and on/off-site improvements.

II. PROJECT SCHEDULE

A. Property Acquisition: February 28, 2024

B. Commencement of Rehabilitation: March 1, 2024

C. Rent Up Completion: January 31, 2025

% of Median Unit
30% or less 58 (9 ADA)
Manager Unit 1
Totals 59

EXHIBIT “C”

PROJECT BUDGET

EXHIBIT “D”

EXEMPLAR DECLARATION OF RESTRICTIONS

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Department
Community Development Division
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)

The document is exempt from the payment of a recording fee in accordance with Government Code Sections 6103 and 27383.

APNs: 409-200-43

DECLARATION OF RESTRICTIONS

THIS DECLARATION OF RESTRICTIONS (Declaration) is executed as of this _____ day of ______, 2024, by the Fresno Quality Homekey, LP , a (DECLARANT), in favor of the C ITY OF FRESNO, a California municipal corporation (CITY).

WHEREAS, the DECLARANT is the owner of the real estate at 6051 N. Thesta Street, Fresno, CA 93710, in the City of Fresno, C ounty of Fresno, Californ ia, (APN:409-200-43), which is more particularly described in EXHIBIT “A” – Property Description, attached hereto and made a part hereof, including the improvements thereon (Property); and WHEREAS, pursuant to a certain City of Fresno HOME Investment Partnerships – American Rescue Act Program Agreement dated _______, 2024, incorporated herein by reference (HOME-ARP Agreement) and instruments referenced therein, the DECLARANT agrees to utilize, and the CITY agrees to provide, certain HOME-ARP funds from the United States Department of Housing and Urban Development (HUD), to the DECLARANT and the DECLARANT agrees to rehabilitate and then convert the former Quality Inn Motel into fifty - nine (59) studio apartment units of which fifty-eight (58) unit will be HOME-ARP assisted and available for rental by Qualifying Populations as defined by HUD in Notice CPD-21-10, issued September 13, 2021. One unit will be reserved for the on-site manager for a total of fifty-nine (59) units.

WHEREAS, the HOME-ARP regulations promulgated by HUD impose certain affordability restrictions upon property owned by the DECLARANT, which affordability restrictions shall be enforceable for a fifty-five (55)-year period; and WHEREAS, these restrictions are intended to bind the DECLARANT, and all purchasers of the Property and their successors.

NOW THEREFORE, the DECLARANT declares that the Property is held and will be held, transferred, encumbered, used, sold, conveyed, and occupied subject to the covenants,

restrictions, and limitations set forth in this Declaration, all of which are declared and agreed to be in furtherance of the Project. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, will inure to the benefit of the CITY, and will be enforceable by it. Any purchaser under a contract of sale covering any right, title or interest in any part of the Property, by accepting a deed or a contract of sale or agreement of purchase, accepts the document subject to, and agrees to be bound by, any and all restrictions, covenant, and limitations set forth in this Declaration commencing on the date the DECLARANT is notified by the CITY that the HOME-ARP Unit Household information has been entered into HUD’s Integrated Disbursement and Information System (IDIS) as provided in the HOME -ARP Agreement, constituting the commencement of the fifty-five (55)-year Affordability Period.

1. Declarations. The DECLARANT hereby declares that the Property is and shall be subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of the Project and the HOME -ARP Agreement and are established and agreed upon for the purpose of enhancing and protecting the value of the Property and in consideration of the CITY entering into the HOME-ARP Agreement with the DECLARANT.

2. Re
strictions. The following covenants and restrictions on the use and enjoyment of the Property shall be in addition to any other covenants and restrictions affecting the Property, and all such covenants and restrictions are for the benefit and protection of the CITY and shall run with the Property and be binding on any future owner s of the Property and inure to the benefit of and be enforceable by CITY. These covenants and restrictions are as follows:
a. The DECLARANT for itself and its successor(s) on title covenants and agrees that from the date the Project is entered into IDIS as complete, until the expiration of the Affordability Period, it shall cause fifty-eight (58) HOME-ARP housing units to be used as rental affordable housing available to Qualifying Populations as defined by HUD in Notice CPD-21-10, issued September 13, 2021. Th e term HOME -ARP Unit shall include, without limitation, compliance with the following requirements:
i. Nondiscrimination. There shall be no discrimination against nor segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, or handicap in the sale, transfer, use, occupancy, tenure, or enjoyment of any of the Property, nor shall the DECLARANT establish or permit any practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of owners or vendees of the Project and/or Property. ii. P
rincipal Residence. The HOME-ARP units shall be leased only to Qualifying Populations as defined by HUD, who shall occupy the HOME-ARP housing units as the tenants’ principal place of residence. The forgoing requirement that the tenant of unit occupy the unit as their principal residence does not apply to (i) persons, other than natural persons, who acquire the Project Property or portion thereof by foreclosure or deed in lieu of foreclosure; or HUD qualified entities that acquire the Property or portion thereof with the consent of the CITY.
iii. H ous
ehold Income Requirements. The fifty-Eight (58) HOME- ARP Units rehabilitated on the Project Property may be conveyed only to a natural person(s) whose annual Household income at the time of rental is not greater than thirty percent (30%)

of the most recent annual area median income calculated and published by HUD for the Fresno Metropolitan Statistical Area applicable to such household’s size.

Item (a) above is hereinafter referred to as the Covenant and Restriction.

3. Enforcement of Restrictions. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation o f any Covenant and Restriction.

4. A cceptance and Ratification. All present and future owners of the Property and other persons claiming by, through or under them shall be subject to and shall comply with the Covenant and Restriction. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the Covenant and Restriction, as may be amended or supplemented from time to time, are accepted and ratified by future owners, tenant or occupant, and such Covenant and Restriction shall be a covenant running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such Covenant and Restriction was recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof.

Notwithstanding the foregoing, upon foreclosure by a lender or other transfer in lieu of foreclosure, or assignment of an FHA -insured mortgage to HUD, the Affordability Period shall be terminated unless the foreclosure or other transfer in lieu of foreclosure or assignment recognizes any contractual or legal rights of public agencies, nonprofit sponsors, or others to take actions that would avoid the termination of affordability. However, the requirements with respect to a HOME-ARP Units shall be revived according to their original terms, if during the original Affordability Period, the owner of record before the foreclosure or other transfer, or any entity that includes the former owner of those with whom the former owner has or had formally, family or business ties, obtains an ownership interest in the Project or the Property, the Affordability Period shall be revived according to its original terms.

5. Benefit. This Declaration shall run with and bind the Property for a term commencing on the date Project information is entered into HUD’s IDIS as complete, until the expiration of the fifty-five (55) year Affordability Period. The failure or delay at any time of CITY and/or any other person entitled to enforce this Declaration shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof.

6. C
osts and Attorney’s Fees. In any proceeding arising because of failure of the DECLARANT or any future owner of the Property to comply with the Covenant and Restriction required by this Declaration, as may be amended from time to time, the CITY shall be entitled to recover its respective costs and reasonable attorney ’s fees incurred in connection with such default or failure.

7. W
aiver. Neither the DECLARANT nor any future owner of the Property may exempt itself from liability for failure to comply with the Covenant and Restriction required in this Declaration; provided however, that upon the transfer of the Property, the transferring owner may be released from liability hereunder, upon the CITY’s written consent of such transfer, which consent shall not be unreasonably withheld, conditioned, or delayed.

8. S
everability. The invalidity of the Covenant and Restriction or any other covenant, restriction, condition, limitation, or other provision of this Declaration shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Declaration and each shall be enforceable to the greatest extent permitted by law.

9. Pronouns. Any reference to the masculine, feminine, or neuter gender herein shall, unless the context clearly requires the contrary, be deemed to refer to and include all genders. Words in the singular shall include and refer to the plural, and vice versa, as appropriate.

10. I
nterpretation. The captions and titles of the various articles, sections, subsections, paragraphs, and subparagraphs of this Declaration are inserted herein for ease and convenience of reference only and shall not be used as an aid in interpreting or construing this Declaration or any provision hereof.

11. A
mendments or Modifications . No Amendments or modifications shall be permitted without the prior written consent of the CITY and the DECLARANT.

12. R ecordation. The DECLARANT acknowledges that this Declaration will be file of record in the County of Fresno Recorder’s Office, State of California.

13. Capitalized Terms. All capitalized terms used in this Declaration, unless otherwise defined herein, shall have the meanings assigned to such terms in the HOME - ARP Agreement.

14. Headings. The headings of the articles, sections, and paragraphs used in this Declaration are for convenience only and shall not be read or construed to affect the meaning or construction of any provision.
//

IN WITNESS WHEREOF, DECLARANT has executed this Declaration of Restrictions on the date first written above.

DECLARANT:

FRESNO QUALITY HOMEKEY, a limited partnership

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date:

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date:

Cullen J Davis
Manager
11/14/2023

EXHIBIT “A”
Legal Description
To Declaration of Restrictions

EXHIBIT “E”

CERTIFICATE OF COMPLETION

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Department
Community Development Division
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)

This Certificate of Completion is recorded at the request and for the benefit of the City of Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section 6103.

APNs: 409-200-43

City of Fresno

By:

Planning and Development Department

Date:

Certificate of Completion

APNs: 409-200-43

Recitals:

A. By a HOME Investment Partnerships Program – American Rescue Plan Agreement dated ______, 2024, (HOME-ARP Agreement) between the City of Fresno, a municipal corporation ( CITY), Fresno Quality Homekey, LP (DEVELOPER), the DEVELOPER agreed to rehabilitate and convert the former Quality Inn Motel into studio apartment s and complete on/off-site improvements upon the Property described in EXHIBIT “A” attached to the HOME -ARP Agreement, and made part hereof by this reference (the Property), with assistance of HOME -ARP Funds while meeting the terms and conditions of the HOME -ARP Agreement and Loan Documents and other documents/instruments referenced therein. Fifty-eight (58) of the fifty-nine (59) units will be reserved for Qualifying Populations as identified by HUD in Notice CPD-21-10 issued September 13, 2021, and one (1) unit will be reserved for an on-site property manager.

B. The HOME-ARP Agreement was recorded on , as Instrument No. in the Official Records of Fresno County, California.

C. Under the terms of the HOME -ARP Agreement, after the DEVELOPER completes the Project, the DEVELOPER may ask the CITY to record a Certificate of Completion.

D. The DEVELOPER has asked the CITY to furnish the DEVELOPER with a recordable Certificate of Completion.

E. The CITY’s issuance of this Certificate of Completion is conclusive evidence that the DEVELOPER has completed the Project as set forth in the HOME-ARP Agreement.

NOW THEREFORE:

1. The CITY certifies that the DEVELOPER commenced rehabilitation of the Project on _______, 2024 and completed rehabilitation of the Project on _________ 2024 and has done so in full compliance with the HOME-ARP Agreement.

2. This Certificate of Completion is not evidence of the DEVELOPER’s compliance with, or satisfaction of, any obligation to any mortgage or security interest holder, or any mortgage or security interest insurer, securing money lent to finance work on the Property or Project, or any part of the Property or Project.

3. This Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093.

4. Nothing contained herein modifies any provision of the HOME-ARP Agreement. //

IN WITNESS WHEREOF, CITY has executed this Certificate of Completion as of this ________day of , 2024.

CITY OF FRESNO

By: Da
te:

Planning & Development Department
(Attach notary certificate of acknowledgment)

ATTEST: APPROVED AS TO FORM:

TODD STERMER, CMC ANDREW JANZ
CITY CLERK City Attorney

By: B
y:

Name: Name: Tracy N. Parvanian Title: Title: Supervising Deputy City Attorney

Date:

Date:

FRESNO QUALITY HOMEKEY, LP, a limited partnership

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date:

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date:

Cullen J Davis
Manager
11/14/2023

EXHIBIT “F” - PROMISSORY NOTE
DO NOT DESTROY THIS NOTE: When paid, this note, must be surrendered to Borrower for Cancellation.
_______________________________________________________________________________

PROMISSORY NOTE
Secured by Deed of Trust

Loan Amount: $1,749,835.24 Date: ____________________ Fresno, California

For value received, the undersigned, FRESNO QUALITY HOMEKEY, LP (BORROWER), promises to pay to the order of the City of Fresno, a California municipal corporation, (Lender), the sum of One Million Seven Hundred Forty -Nine Thousand Eight Hundred Thirty -Five Dollars and 24/100 ($1,749,835.24) to the extent that such funds are loaned to the BORROWER, with interest on the unpaid principal balance running from the date of disbursement with simple interest at the rate of three percent (3%) annually in accordance with the HOME -ARP Investment Partnershi ps Program Agreement dated __________, 2024 , entered into between the Lender and the BORROWER, (Agreement), with the balance of principal and interest due and payable on or before the earlier of (i) the BORROWER’s uncured default under the Agreement with respect to the Project, or (ii) fifty-five (55) years from the date of this Note (Maturity Date), on which date the unpaid balance of principal with unpaid interest thereon shall be due and payable, along with attorney’s fees and costs of collection, and without relief from valuation and appraisement laws.

This is a Residual Receipts Note. Principal and interest payments equal to twenty percent (20%) of annual one hundred percent ( 100%) of Residual Receipts, to the extent that Residual Receipts exist and are itemized in audited financial statements supplied to Lender with each payment hereunder, shall be due one hundred eighty (180) days following the end of the year in which the Project is completed, and said payment continues each successive year thereafter until the Maturity Date, upon which all principal and interest shall be due and payable (prorated amounts to be paid for the first and last year of the Note). Any failure to make a payment required hereunder within ten (10) days after such payments are due shall constitute a default under the Agreement with respect to the Project and this Note. It shall not be a default hereunder if no payment was made because the Project Residual Receipts did not exist for any particular year. Additionally, any failure to timely submit to Lender annual audited financial statements with the management notes and residual receipts calculation within thirty (30) days after such financial statements are due shall constitute a default under the Agreement with respect to the Project and Note.

Residual Receipts means in each operating year one hundred percent (100%) of the sum of: (i) all cash received by the Project from rents, lease payments, and all sources generally considered in the apartment industry to be “other income” (which does not include payments for optional ser vices provided by BORROWER ), (ii) payments from HUD under a Housing Assistance Progra m Section 8 Contract, if any, excluding tenant security or other deposits required by law to be segregated and restricted, and interest on reserves not available for distribution, and the net proceeds of any insurance (including rental interruption insurance), other than fire and extended coverage and title insurance, to the extent not reinvested, less the sum of: (i) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the BORROWER, (ii) contributions to any prudent and reasonable cash reserves for working capital, operating expenses, capital expenditures, repairs, replacements and anticipated expenditures, in such amounts as may be reasonably required by the lenders to the Project for the operation of the Project not to exceed the

amount required by the Project’s permanent lender, annually adjusted in proportion to the average increase of the following indices (a) the United States Bureau of Labor Statistics for Hourly Wage Rates of all workers in manufacturing, and (b) of all Commodity Wholesale Prices, said indices shall be re- defined to the mutual satisfaction of the parties in the event of change in form and basis of indices, all increases shall use the indices for calendar year 2010 as their base; and (iii) the payment of princi pal and interest, and any associated fees, expenses, and costs, with respect to the senior Financing.

Operating Expenses means actual, reasonable and customary (for comparable quality, newly rehabilitated rental housing in Fresno County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of the Project in a calendar year, including, without limitation: painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings which are not paid from the capital replacement reserve, fees and expenses of property management and common area expenses, fees and expenses of accountants, attorneys and other professionals, the cost of social services, repayment of any completion or operating loans including any and all deferred fees per the Budget, made to the BORROWER, its successors or assigns, Asset Management Fee, GP Asset Management Fee, and other actual operating costs and capital costs which are incurred and paid by the BORROWER, but which are not eligible for payment from reserve accounts.

All capitalized terms used in this Note, unless otherwise defined, will have the respective meanings specified in the Agreement. In addition, as used in this Note, the following terms will have the following meanings:

Business Day means any day other than Saturday, Sunday, or public holiday or the equivalent for banks generally under the laws of California. Whenever any payment to be made under this Note is stated to be due on a day other than a Business Day, that payment may be made on the next succeeding Business Day.

Note Maturity Date means fifty-five (55) years from the Note date.

This Note, and any extensions or renewals hereof, is secured by a Deed of Trust and Assignment of Rents, on real estate in Fresno County, California, that provides for acceleration upon stated events, dated as of the same date as this Note, and executed in favor of and delivered to the Lender (Deed of Trust), insured as a 2nd position lien on the Property.

Time is of the essence. It will be a default under this Note if the BORROWER defaults under the Agreement, any other Loan Document with the Lender, or this Note, and such default continues beyond the notice and cure period as provided in such documents. In the event of a default by the BORROWER with respect to any sum payable under this Note and the failure to cure such default within ten (10) days, the BORROWER shall pay a late charge equal to the lesser of two percent ( 2%) of any outstanding payment or the maximum amount allowed by law. All payments collected shall be applied first to payment of any costs, fees, or other charges due under this Note or any other Loan Documents then to the interest and then to principal balance. On the occurrence of an uncured default or on the occurrence of any other event that under the terms of the Loan Documents give rise to the right to accelerate the balance of the indebtedness, then, at the option of Lender, this Note or any notes or other instruments that may be taken in renewal or extension of all or any part of the indebtedness will immediately become due without any further presentment, demand, protest, or notice of any kind.

Lender acknowledges and agrees that it shall send notice of any default hereunder to the limited

partners of the BORROWER and shall accept any cure offered by such limited partners on the same basis as it would accept a cure from Borrower.

The indebtedness evidenced by this Note may, at the option of the BORROWER, be prepaid in whole or in part without penalty. Lender will apply all the prepayments first to the payment of any costs, fees, late charges, or other charges due under this Note or under any of the other Loan Documents and then to the interest and then to the principal balance.

All Loan payments are payable in lawful money of the United States of America at any place that Lender or the legal holders of this Note may, from time to time, in writing designate.

The BORROWER agrees to pay all costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in the successful enforcement of payment, whether or not suit is filed, and including, without limitation, all costs, reasonable attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the BORROWER that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the BORROWER.

Any notice, demand, or request relating to any matter set forth herein shall be in writing and shall be given as provided in the Agreement.

No delay or omission of the Lender in exercising any right or power arising in connection with any default will be construed as a waiver or as acquiescence, nor will any single or partial exercise preclude any further exercise. The Lender may waive any of the conditions in this Note and no waiver will be deemed to be a waiver of the Lender’s rights under this Note, but rather will be deemed to have been made in pursuance of this Note and not in modification. No waiver of any default will be construed to be a waiver of or acquiescence in or consent to any preceding or subsequent default.

The Deed of Trust provides as follows:

Except as provided herein or in the Agreement, if the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable.

The Lender may transfer this Note and deliver to the transferee all or any part of the Property then held by it as security under this Note, and the transferee will then become vested with all the powers and rights given to the Lender; and the Lender will then be forever relieved from any liability or responsibility in the matter, but the Lender will retain all rights and powers given by this Note with respect to Property not transferred.

If any one or more of the provisions in this Note is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This Note will be binding on and inure to the benefit of the BORROWER, Lender, and their respective successors and assigns.

The BORROWER and Lender agree that this Note will be deemed to have been made under and will be governed by the laws of California in all respects, including matters of construction, validity, and performance, and that none of its terms or provisions may be waived, al tered, modified, or amended except as the Lender and BORROWER may consent to in a writing duly signed by the BORROWER or Lender or its authorized agents.

This Note shall be nonrecourse to the BORROWER and all its constituent members and may be prepaid at any time without penalty. Neither the BORROWER nor any of its officers, directors, employees, or agents shall have any personal liability for repayment of the Loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property pursuant to the Deed of Trust and the Lender shall have no right to seek or recover any deficiency amount from the BORROWER or any affiliate of the BORROWER. //

IN WITNESS WHEREOF, the BORROWER has caused this Promissory Note to be executed as of the date and year first above written.

FRESNO QUALITY HOMEKEY, a limited partnership

By: Date:

Name:

Title:
(Attach notary certificate of acknowledgment)

By: Date:

Name:

Title:
(Attach notary certificate of acknowledgment)

11/14/2023
Cullen J Davis
Manager

EXHIBIT “G”

EXEMPLAR DEED OF TRUST

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Department
Community Development Division
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)

TITLE ORDER NO.___________________ ESCROW NO._________________________ A.P.N.: 409-200-43

DEED OF TRUST ASSIGNMENT OF RENTS

THIS DEED OF TRUST (Deed of Trust) made this __ day of ______, 2024, by and between FRESNO QUALITY HOMEKEY, LP (Borrower), Old Republic Title Company, a California Corporation (Trustee), and the City of Fresno, a Municipal Corporation organized and existing under the laws of the State of California whose address is 2600 Fresno Street, Fresno, California 93721 (Beneficiary and Lender).

The Borrower, in consideration of the indebtedness herein recited and the trust herein created, does irrevocably grant and convey to Trustee, in trust, with power of sale, all the Borrower’s right, title, and interest now owned or hereafter acquired in the real property (Land) known as 6051 N. Thesta Street, Fresno, CA 93710, APN: 409- 200-43, located in Fresno County, California and more particularly described in the Attached EXHIBIT “A” incorporated by reference to the Land later acquired during the term of this Deed of Trust will be subject to this Deed of Trust), together with the rents, issues, and profits, subject however, to the right, power, and authority granted and conferred on the Borrower in this Deed of Trust to collect and apply the rents, issues, and profits; and

The Borrower also irrevocably grants, transfers, and assigns to the Trustee, in trust, with power of sale, all of the Borrower’s right, title and interest now owned or later acquired for and located at the property:

(1) All buildings (Buildings) and improvements now or later on the land and all easements, rights, appurtenances, water and water rights, minerals and mineral rights; all machinery, equipment, appliances, and fixtures for the generation or distribution of air, water, heat, electricity, light, fuel, or refrigeration or for ventilating or sanitary purposes or for the exclusion of vermin or insects or for the removal of dust, refuse, or garbage; all wall safes, built-in furniture, and installations, window shades and blinds, light fixtures, fire hoses and brackets, screens, linoleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays , refrigerators, heating units, stoves, water heaters, incinerators, and communication systems and installations for which any Building is specially designed; all of these item, whether now or later installed, being declared to be for all purposes of this Deed of Trust a part of the Land, the specific enumerations in this Deed of Trust not excluding the general; and

(2) The rents, issues, profits, and proceeds relating to the foregoing; and

(3) The Property to the extent not included on clauses (1) and (2) above.

TO SECURE, in order of priority that the Beneficiary determines:

(1) Payment of the indebtedness evidenced by a note of the Borrower of even date with this Deed of Trust in the principal amount of One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty -Five Dollars and 24 /100 ($1,749,834.24) (Note), payable to the Beneficiary or order, and all extensions, modifications, or renewals of that Note;

(2) Payment of the interest on that indebtedness according to the terms of the Note;

(3) Payment of all other sums (with interest as provided herein) becoming due and payable to the Beneficiary or the Trustee pursuant to the terms of this Deed of Trust;

(4) Performance of every obligation contained in this Deed of Trust, the Note, the HOME - ARP Agreement dated the ___ of ____, 2024 (HOME-APR Agreement), and its related documents, the Declaration of Restrictions dated the ___ of ______, 2024, any instrument now or later evidencing or securing any indebtedness secured by this Deed of Trust, and any agreements, supplemental agreements, or other instruments of security executed by Borrower as of the same date of this Deed of Trust for the purpose of further securing any indebtedness amending this Deed of Trust or any inst rument secured by this Deed of Trust (collectively, the “Loan Documents”); and

(5) Payment of all other obligations owed by Borrower to Beneficiary that by their terms recite that they are secured by this Deed of Trust, including those incurred as primary obligor or as guarantor.

The Borrower covenants that the Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is encumbered only for encumbrances of record. The Borrower covenants that the Borrower will forever warrant and will defend the grant made in this Deed of Trust against all claims and demands, subject to encumbrances of record. The Borrower covenants that the Borrower will maintain and preserve the lien of this Deed of Trust until all the indebtedness under the Note is paid in full.

The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust, the Borrower is a limited partnership, validly existing and is in good standing under the laws of the State of California and is qualified to do business in the State of California; that the Borrower has the requisite power and authority to own, develop, and operate the property; and that the Borrower is in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it.

The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the execution, delivery, and performance by the Borrower and the borrowings evidenced by the Note are within the power of the Borrower; have been duly authorized by all requisite corporate or partnershi p actions, as appropriate; has received all necessary governmental approvals; and will not violate any provision of law, any order of any court or agency of government, the charter documents of the Borrower, or any indenture, agreement, or any other instrument to which the Borrower is a party or by which the Borrower or any of it property is bound, nor will they conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on

any of the property or assets of the Borrower, except as contemplated by the provisions of the Loan Documents; and each of the Loan Documents, when executed and delivered to the Beneficiary, will constitute a valid obligation, enforceable in accordance with its terms.

The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust that the Property is not used principally for agricultural or grazing purposes; that the Borrower is engaged in the development and creation of low-income housing and that the principal purpos e of the HOME - ARP Program Loan is the substantial rehabilitation of the former Quality Inn motel into affordable housing and improvements to the Property.

UNIFORM COVENANTS. The Borrower and the Lender covenant and agree as follows:

1. Payment of Principal. The Borrower shall promptly pay when due the principal indebtedness evidenced by the Note.

2. Hazard Insurance. The Borrower, at its sole cost and expense, for the mutual benefit of the Borrower and the Beneficiary, shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage", and such other hazards as the Lender may require and, in such amount, and for such period as the Lender may require as set forth in the HOME-APR Agreement referenced above.

The insurance carrier providing the insurance shall be chosen by the Borrower subject to approval by the Lender; provided that such approval shall not be unreasonably withheld. All insurance policies and renewals thereof shall be in a form acceptable to the Lender and shall include a standard mortgage clause in favor of and in a form acceptable to the Lender. The Lender shall have the right to hold the policies and renewals thereof, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust.

In the event of loss, the Borrower shall give prompt notice to the insurance carrier and the Lender. The Lender may make proof of loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within thirty (30) days from the date notice is mailed by the Lender to the Borrower that the insurance carrier offers to settle a claim for insurance benefits, the Lender is authorized to collect and apply the insurance proceeds at the Lender's option either to restoration or repair of the Property or to the sums secured by this Deed of Trust.

3. Preservation and Maintenance of Property. Leaseholds; Condominiums; Planned Unit Developments. The Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property and shall comply with the provisions of any lease if this Deed of Trust is on a leasehold. If this Deed of Trust is on a unit in a condominium or a planned unit development, the Borrower shall perform all of the Borrower's obligations under the declaration or covenants creating or governing the condominium or planned unit development, the by -laws and regulations of the condominium or planned unit development, and constituent documents. The Borrower shall not permit overcrowded conditions to exist as defined by the U.S. Department of Housing and Urban Development.

4. Protection of Lender's Security. If the Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects the Lender's interest in the Property, then the Lender, at the Lender's option, upon notice to the Borrower, may make such appearances, disburse such sums, including reasonable

attorney's fees, and take such action as is necessary to protect the Lender's interest. If the Lender requires mortgage insurance as a condition of making the loan secured by this Deed of Trust, Borrower shall pay the premiums required to maintain such insurance in effect until such time as the requirement for such insurance terminates in accordance with the Borrower's and Lender's written agreement or applicable laws. Any amounts disbursed by the Lender pursuant to this Paragraph 4 shall become additional indebtedness of the Borrower secured by this Deed of Trust. Unless the Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from the Lender to the Borrower requesting payment thereof. Nothing contained in this paragraph 4 shall require the Lender to incur any expense or take any action hereunder.

5. Inspection. The Lender may make or cause to be made reasonable entries upon, and inspections, of the Property, provided that the Lender shall provide the Borrower notice prior to any such inspection specifying reasonable cause therefore related to the Lender's interest in the Property.

6. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Lender, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust.

7. Borrower Not Released; Forbearance By Lender Not a Waiver. The extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by the Lender to any successor in interest of the Borrower shall not operate to release, in any manner, the liability of the original Borrower and the Borrower's successors in interest. The Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Deed of Trust be reason of any demand made by the original Borrower and the Borrower's successors in interest. Any forbearance by the Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be waiver of or preclude the exercise of any such right of remedy.

8. Successors and Assignees Bound; Joint and Several Liability; Co-Signers. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to the respective successors and assignees of the Lender and the Borrower. All covenants and agreements of the Borrower shall be joint and several. Any borrower who co-signs this Deed of Trust, but does not execute the Note is: (a) co- signing this Deed of Trust only to grant and convey that the Borrower's interest in the Property of Trustee under the terms of this Deed of Trust, and (b) not personally liable on the Note or under this Deed of Trust or the Note, without that Borrower's consent and without releasing that Borrower or modifying this Deed of Trust as to that Borrower's interest in the Property.

9. Transferability. One of the inducements to the Beneficiary for making the Loan is the identity of the Borrower. The existence of any interest in the Property other than the interests of the Borrower and Beneficiary and any encumbrance permitted in this Deed of Trust, even though subordinate to the security interest of the Beneficiary, and the existence of any interest in the Borrower other than those of the present owners, would impair the Property and the security interest of the Beneficiary, and, therefore, except as provided herein or in the Loan Documents, the Borrower will not sell, convey, assign, transfer, alienate, or otherwise dispose of its interest

in the Property, either voluntarily or by operation of law, or agree to do so, without the prior written consent of the Beneficiary. The consent to one transaction by the Beneficiary will not be deemed a waiver of the right to require consent to further or successive transactions. If the Borrower is a corporation, any sale, transfer, or disposition of fifty percent (50%) or more of the voting interest of the Borrower or of any entity that directly or indirectly owns or controls the Borrower, including, without limitation, the parent company of the Borrower, and the parent company of the parent company of the Borrower, will constitute a sale of the Property for purposes of this article. If the Borrower is a partnership any change or addition of a general partner of the Borrower, change of a partnership interest of the Borrower with the exception of a limited partner transfer, which shall not require the Beneficiary’s consent, or sale, transfer, or disposition of fifty percent ( 50%) or more of the voting interest or partnership interest of any general partner of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any general partner of the Borrower, including, without limitation, each parent company of a general partner of the Borrower and each parent company of any parent company of a general partner of the Borrower, will constitute a sale of the Property for purposes of this section. If the Borrower is a limited liability company, any change of the manager or any sale, transfer or disposition of fifty percent (50%) or more of the partnership interests of the Borrower, or disposition of fifty percent (50%) or more of the voting interest of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any member of the Borrower, including without limitations, each parent company of the Borrower and each parent company of any parent company of a member of the Borrower, will constitute a sale of the Property for purposes of this section. Any transaction in violation of this section will cause all Indebtedness, irrespective of the maturity dates, at the option of the Beneficiary and without demand or notice, immediately to become due, together with any prepayment premium in accordance with the terms of the Note except as prohibited by law.

10. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to the Borrower provided for in this Deed of Trust shall be given by delivering it or by mailing such notice by certified mail addressed to the Borrower at the Property Address or at such other address as the Borrower may designate by notice to the Lender as provided herein, and (b) any notice to the Lender shall be given by certified mail to the Lender's address stated herein or to such other address as the Lender may designate by notice to the Borrower as provided herein. Any notice provided for in this Deed of Trust shall be deemed to have been given to the Borrower or Lender when given in the manner designated herein.

11. Governing Law; Severability. The State and local laws applicable to this Deed of Trust shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of f ederal law to this Deed of Trust or if the Note conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Note which can be given effect without the conflicting provision, and to this end the provisions of this Deed of Trust and the Note are declared to be severable. As used herein, "costs", "expenses", and "attorney's fees" include all sums to the extent not prohibited by applicable law or limited herein.

12. Borrower's Copy. The Borrower shall be furnished a copy of the Note and a conformed copy of the recorded Deed of Trust at the time of execution or after recordation thereof.

NON-CONFORMING COVENANTS. Borrower and Lender further covenant and agree as follows:

13. Acceleration; Remedies. Upon the Borrower's breach of any covenant or agreement of the Borrower in this Deed of Trust, including the covenants to pay when due any sums secured by

this Deed of Trust, the Note or the HOME -ARP Program restrictions, the Lender, prior to acceleration shall give notice to the Borrower as provided in paragraph 10 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than ten (10) days from the date notice is mailed to the Borrower, by which such breach must be cured or thirty (30) days for a non- monetary default; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of the Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Lender, at the Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law.

The Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 13, including, but not limited to, reasonable attorney's fees. If the Lender invokes the power of sale, the Lender shall execute or cause the Trustee to execute a written notice of the occurrence of an event of default and of the Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. The Lender or the Trustee shall mail copies of such notice in the manner prescribed by applicable law. The Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, the Trustee, without demand on the Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such or der as Trustee may determine. The Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. The Lender or the Lender's designee may purchase the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prim a facie evidence of the truth of the statements made therein. The Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and costs of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person, persons, entity legally entitled thereto.

14. Borrower's Right to Reinstate. Notwithstanding the Lender's acceleration of the sums secured by this Deed of Trust due to the Borrower's breach, the Borrower shall have the right to have any proceedings begun by the Lender to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) the Borrower pays the Lender all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) the Borrower cures all breaches of any other covenants or agreements of the Borrower contained in this Deed of Trust; (c) the Borrower pays all reasonable expenses incurred by the Lender and Trustee in enforcing the covenants and agreements of the Borrower in paragraph 13 hereof, including but not limited to, reasonable attorney's fees; and (d) the Borrower takes such action as the Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's interest in the Property and the Borrower's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by the Borrower, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

15. Nonrecourse. The sole recourse of the Lender under the Loan Documents for repayment of the Note shall be the exercise of its rights against the Property.

16. Withdrawal, Removal and/or Replacement. Unless otherwise provided herein, withdrawal of the General partner of the Borrower pursuant to the terms of a partnership agreement due to violation by a general partner of the terms of a partnership agreement, or a voluntary withdrawal from a partner ship by a general partner, and any transfer of limited partnership interest or interests in the same, shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan.

17. Lien of Deed of Trust . The Beneficiary agrees that the lien of this Deed of Trust shall be subordinated to any senior lender’s low-income housing commitment (as such term is defined in Section (42(h)(6)(B) of the internal Revenue Code) (the “ Extended Use Agreement”) recorded against the Property, provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Deed of Trust or upon a transfer of the Property by instrument of lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code, subject to the limitations upon evictions, terminations of tenancies , and increases in gross rents of tenants of low-income units as provided in that Section.

18. Assignment of Rent; Appointment of Receiver; Lender in Possession. As additional security hereunder, the Borrower hereby assigns to the Lender the rents of the Property, provided that the Borrower shall, prior to acceleration under paragraph 13 or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. Upon acceleration under paragraph 13 hereunder or abandonment of the Property, the Lender, in person, by agent or by judicially appointed receiver shall be entitled to enter upon, take possession of, and manage the Property and to collect the rents of the Property including those past due. All rents collected by the Lender, or the receiver, shall be applied first to premiums on receiver's bonds and reasonable attorney's fees, and then to the sums secured by this Deed of Trust. The Lender and the receiver shall be liable to account only for those rents actually received.

19. Release of Deed and Note. Upon payment of all sums secured by this Deed of Trust, the Lender shall request the Trustee to surrender this Deed of Trust, and the note evidencing indebtedness secured by this Deed of Trust to Trustee.

20. Substitute Trustee. At the Lender's option, the Lender may from time to time, appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by the Lender and recorded in the Fresno County Recorder's Office. The instrument shall contain the name of the original Lender, Trustee and Borrower, the book and page where this Instrument is recorded and the name and address of the successor trustee.

The successor trustee shall, without conveyance of the Property, succeed to all the title, powers and duties conferred upon the Trustee herein and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution.

21. Statement of Obligation. The Lender may collect a fee not to exceed fifty dollars and 00/100 ($50.00) for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California.

22. Event of Default . Prior to declaring or taking any remedy permitted under Loan Documents , (where applicable) the Borrower’s limited partners shall have an additional period of not less

than thirty (30) days to cure such alleged default. Notwithstanding the foregoing, in the case of a default that cannot with reasonable diligence be remedied or cured within thirty (30) days, the Borrower’s authorized representatives shall have such additional time as reasonably necessary to remedy or cure such default, but in no event more than ninety ( 90) days from the expiration of the initial thirty (30) day period above, and if the Borrower’s limited partners reasonably believe that in order to cure s uch default. To the extent that there is a conflict between this paragraph 22 and any re medy permitted by the HOME -ARP Agreement, Loan Documents, or Loan, the terms of this paragraph 22 shall control.

The following events are each an “Event of Default”:

(a) Default in the payment of any sum of principal or interest when due under the Note or any other sum due under the Loan Documents.
(b) Failure to maintain insurance as provided in Section 2 hereof. (c) The failure (without cure during the applicable period, if any, for cure) of the Borrower to observe, perform, or discharge any obligation, term, covenant, or condition of any of the Loan Documents, any agreement relating to the Property, or any agreement or instrument between any Loan Party and the Beneficiary.
(d) The assignment by the Borrower, as lessor or sublessor, as the case may be, of the rents or the income of the Property or any part of it (other than to Beneficiary) without first obtaining the written consent of the Beneficiary.
(e) The following events:

(i) the filing of any claim or lien against the Property or any party of it, whether or not the lien is prior to this Deed of Trust, and the continued maintenance of the claim or lien for a period of thirty (30) days without discharge, satisfaction, or adequate bonding in accordance with the terms of this Deed of Trust; (ii) the existence of any interest in the Property other than those of the Borrower, Beneficiary, any tenants of the Borrower, and anyone listed in a title exception approved by the Beneficiary in writing; or
(iii) the sale, hypothecation, conveyance, or other disposition of the Property except with the express written approval of the Beneficiary, any of which will be an Event of Default because the Borrower’s obligation to own and operate the Property is one of the inducements to the Beneficiary to make the Loan;

(f) Default under any agreement to which the Borrower is a party, which agreement relates to the borrowing of money by the Borrower from Beneficiary. (g) Any presentation or warranty made by any Loan Party or any other Person under this Deed of Trust or in, under, or pursuant to the Loan Documents, is false or misleading in any material respect as of the date on which the representation or warranty was made. (h) Any of the Loan Documents, at any time after their respective execution and delivery and for any reason, cease to be in full force or are declared null and void, or the validity or enforceability is contested by the Borrower or any stockholder or partner of the Borrower, or the Borrower denies that it has any or further liability or obligation under any of the Loan Documents to which it is a party.

If one or more Event of Default occurs and is continuing, then the Beneficiary may declare all the Indebtedness to be due and the Indebtedness will become due without any further presentment, demand, protest, or notice of any kind, and the Beneficiary may:
(i) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Borrower, or the existence of waste, enter on and take possession of the Property or any party of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the Indebtedness, all in any order that the Beneficiary many determine. The entering on and taking possession of the Property, the collection of rents, issues, and profits, and the application of them will not cure or waive any default or notice of default or invalidate any act done pursuant to the notice; (ii) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property;
(iii) deliver to the Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice the Trustee or the Beneficiary will cause to be filed for record; (iv) with respect to any Personalty, proceed as to both the real and personal property in accordance with the Beneficiary’s rights and remedies in respect of the Land, or proceed to sell the Personalty separately and without regard to the Land in accordance with the Beneficiary’s rights and remedies; or (v) exercise any of these remedies in combination or any other remedy at law or in equity.

23. Protection of Security. If an Event of Default occurs and is continuing, the Beneficiary or Trustee, without notice to or demand upon the Borrower , and without releasing the Borrower from any obligations or defaults may:

(a) enter on the Property in any manner and to any extent that either deems necessary to protect the security of this Deed of Trust;
(b) appear in and defend any action or proceeding purporting to affect, in any manner, the Obligations or the Indebtedness, the security of this Deed of Trust, or the rights or powers of Beneficiary or Trustee;
(c) pay, purchase, or compromise any encumbrance, charge, or lien that in the judgment of Beneficiary or Trustee is prior or senior to this deed of Trust; and (d) pay expenses relating to the Property and its sale, employ counsel, and pay reasonable attorneys’ fees.

The Borrower agrees to repay on demand all sums expended by the Trustee or the Beneficiary pursuant to this section with interest at the Note Rate of Interest, and those sums, with interest, will be secured by this Deed of Trust.

24. Effect of Assignment. The assignment of rents as provided herein will not impose on the Beneficiary any duty to produce rents, issues, or profits from the Property, or cause the Beneficiary to be:

(a) a “mortgagee-in-possession” for any purpose;
(b) responsible for performing any of the obligations of the lessor under any of the Leases; or

(c) responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair, or control of the Property.

The Beneficiary will not be liable to the Borrower as a consequence of the exercise of the rights granted to the Beneficiary under this assignment or the failure of the Beneficiary to perform any obligation of the Borrower arising under Leases.
//

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust on the day and year set forth above. By signing below, Borrower agrees to the terms and conditions as set forth above.

BORROWER
FRESNO QUALITY HOMEKEY, a
Limited Partnership

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date: __________________________________

By:

Name:

Title:
(Attach notary certificate of acknowledgment)

Date: __________________________________

Manager
Cullen J Davis
11/14/2023

EXHIBIT “A”
Legal Description
To Deed of Trust

The following is a copy of provisions (1) to (14), inclusive, of the fictitious deed of trust, recorded in each county in California, as stated in the Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

To Protect the Security of this Deed of Trust, Trustor (Borrower) Agrees:

(1) To keep said property in good condition and repair, not to remove or demolish any building thereon, to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon, not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violations of law to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

(2) To provide maintain and deliver to the Beneficiary fire insurance satisfactory to and with loss payable to the Beneficiary. The amount collected under any fire or other insurance policy may be applied by the Beneficiary upon indebtedness secured hereby and in such order as the Beneficiary may determine, or at option of the Beneficiary the entire amount so collected or any part thereof may be released to the Borrower. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, and to pay all costs and expenses including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or the Trustee may appear, and in any suit brought by the Beneficiary to foreclose this Deed of Trust.

(4) To pay at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock, when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto, all costs, fees, and expenses of this Trust.

Should the Borrower fail to make any payment or to do any act as herein provided, then the Beneficiary or the Trustee, but without obligation to do so and without notice to or demand upon the Borrower and without releasing the Borrower from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof the Beneficiary or the Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto, and in exercising

any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.

(5) To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to the Beneficiary who may apply or release such moneys received by it in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.

(7) That by accepting payment of any sum secured hereby after its due date, the Beneficiary does not waive its rights either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

(8) That at any time or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and presentation of this Deed and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, the Trustee may reconvey any part of said property, consent to the making of any map or plot thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.

(9) That upon written request of the Beneficiary state that all sums secured hereby have been paid, and upon surrender of this Deed and said Note to the Trustee for cancellation and retention and upon payment of its fees, the Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "The person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, the Trustee may destroy said note and this Deed (unless directed in such request to retain them).

(10) That as additional security, the Borrower hereby gives to and confers upon the Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any defaul t by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, the Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and

take possession of said property or any part thereof, in its own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees. Upon any indebtedness secured hereby, and in such order as the Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

(11) That upon default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder. The Beneficiary may declare all sums secured hereby immediately due and payable by delivery to the Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property which notice the Trustee shall cause to be filed for record. The Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, the Trustee, without demand on the Borrower, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Borrower, Trustee, or the Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of the Trustee and of this Trust, including cost of evidence of title in connection with sale, the Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby, and the remainder, if any , to the person or persons legally entitled thereto.

(12) The Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the T rustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Borrower, Trustee, and the Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

(13) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby whether or not named as the Beneficiary herein in this Deed, whenever the context so requires , the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

(14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. The Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which the Borrower, Beneficiary or Trustee shall be a party unless brought by Trustee.

DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
To be used only when note has been paid:

To _______________ Title Company, Trustee: Dated
_________________________________

The undersigned is the legal owner and holder of all indebtedness secured by within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same.

MAIL RECONVEYANCE TO:

By ___________________________________________
Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

EXHIBIT “H”
HUD NOTICE CPD-21-10, ISSUED SEPTEMBER 13, 2021