2-Q ID 26-43 Supplemental Packet — Fresno City Council, June 4, 2026 (part 2 of 2)

EXHIBIT A TO ATTACHMENT NO. 6

LEGAL DESCRIPTION

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

Being all of Lots 8 through 19 and a portion of a 15.4-foot wide alley, Block 2, as shown on that certain Map entitled “Plat of Lincoln Hill Addition”, recorded July 16, 1888 in Volume 1 of Plats at Page 71, Fresno County Records, together with all of Lots 1 through 7, Block 8, as shown on that certain Map entitled “Map of Kenmore Park”, recorded November 08, 1911 in Volume 7 of Record of Surveys at Page 4 of, Freno County Records described as follows:

BEGINNING at the intersection of the southerly right-of-way line of East Cesar Chavez Boulevard (formally Ventura Avenue) and the westerly right-of-way line of South Eighth Street (formally Jefferson Avenue), as said streets are shown on said “Plat of Lincoln Hill Addition”, said point also being the northeasterly corner of Lot 13, Block 2; Thence, along the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue), South 00°00’00” East, 490.40 feet to the intersection of the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue) with the northerly right-of-way line of East El Monte Way (formerly Burness Avenue) as said streets are shown on said “Map of Kenmore Park”, said point also being the southeasterly corner of said Lot 7, Block 8; Thence, along said northerly right-of-way line of East El Monte Way (formerly Burness Avenue), North 90°00’00” West, 150.00 feet to intersection of northerly right-of-way line of said East El Monte Way (formerly Burness Avenue) with the easterly right-of-way line of a 20-foot wide Alley as said streets are shown on said “Map of Kenmore Park”, said point also being the southwesterly corner of said Lot 7, Block 8; Thence along the easterly right-of-way line of said Alley, North 00°00’00” West, 490.40 feet to the southerly right of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), as said street is shown on said “Plat of Lincoln Hill Addition”; Thence, along the southerly right-of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), North 90°00’00” East, 150.00 feet to the POINT OF BEGINNING

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ATTACHMENT NO. 7

NOTICE OF AFFORDABILITY RESTRICTIONS
This document is exempt from the payment of
a recording fee pursuant to Government Code
§§ 6103 and 27383.

NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or Notice of Affordability Restrictions) is executed and recorded pursuant to Section 33334.3(f)(3)(B) of the California Health and Safety Code as amended by AB 987, Chapter 690, Statutes of 2007 (herein, Chapter 690), and affects a portion of that certain real property generally located at in the City of Fresno, California (City) as legally described in Exhibit “A” hereto (Subject Property).

1. The City of Fresno, a municipal corporation (City or Owner), ____________ , a California limited partnership (Developer) have previously entered into an Amended and Restated Affordable Housing Agreement dated as of _________________ (Affordable Housing Agreement or AHA). The AHA provides for affordability restrictions and restrictions on the transfer of the Subject Property, as more particularly set forth in the AHA. A copy of the AHA is on file with City as a public record and is deemed incorporated herein. Reference is made to the AHA with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Subject Property.

2. The AHA provides for Owner to convey a leasehold interest in the Subject Property to Developer and for Developer to (a) construct 54 affordable Housing Units at the Subject Property and (b) rent a specified number of such dwe lling units to hous eholds of limited income, paying an affordable rent; such restrictions are set forth at greater length in a document entitled the Owner Regulatory Agreement, substantially in the form of Attachment No. 6 to the Affordable Housing Agreement (Regulatory Agreement), which has been entered into by and between City and Developer, and which is expected to be recorded substantially concurrently herewith among the Official Records of Fresno County, California. The Regulatory Agreement and the AHA are deemed to be incorporated herein by reference.

3. Section 2 of the Regulatory Agreement provides as follows:

RECORDINGREQUESTED BY AND WHEN
RECORDED MAIL TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

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a. Number of Housing Units. Developer covenants and
agrees to make available, restrict occupancy to, and rent:
(i) Two (2) of the one-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(ii) Three (3) of the one-bedroom Housing Units to 45% AMI Very Low-Income Households at an Affordable Rent.
(iii) Eight (8) of the one-bedroom Housing Units to 50% AMI Very Low- Income Households at an Affordable Rent.
(iv) Three (3) of the one-bedroom Housing Units to 60% AMI Low- Income Households at an Affordable Rent.
(v) Two (2) of the two-bedroom Housing Units to 30% AMI Very Low- Income Households at an Affordable Rent.
(vi) Three (3) of the two-bedroom Housing Units to 45% AMI Very Low-Income Households at an Affordable Rent.
(vii) Ten (10) of the two-bedroom Housing Units to 50% AMI Very Low- Income Households at an Affordable Rent.
(viii) Four (4) of the one-bedroom Housing Units to 60% AMI Low- Income Households at an Affordable Rent.
(ix) Two (2) of the three-bedroom Housing Units to 30% AMI Very Low-Income Households at an Affordable Rent.
(x) Three (3) of the three-bedroom Housing Units to 45% AMI Very Low-Income Households at an Affordable Rent.
(xi) Nine (9) of the three-bedroom Housing Units to 50% AMI Very Low-Income Households at an Affordable Rent.
(xii) Four (4) of the three-bedroom Housing Units to 60% AMI Low- Income Households at an Affordable Rent.
b. Affordable Rent. Affordable Rent shall be charged for all Housing Units for the applicable Affordability Period. The maximum Affordable Rent char geable for the Housing Units shall be annually determined by Owner (and as charged and implemented by Developer) in accordance with the following requirements:
(i) The Affordable Rent for the Housing Units to be rented to 30% AMI Very Low-Income Households shall not exceed thirty percent (30%) of 30% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(ii) The Affordable Rent for the Housing Units to be rented to 45% AMI Very Low-Income Households shall not exceed thirty percent (30%) of 45% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.

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(iii) The Affor dable Rent for the Housing Units to be rented to 50% AMI Very Low-Income Households shall not exceed thirty percent (30%) of 50% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.
(iv) The Affordable Rent for the Housing Units to be rented to 60% AMI Low-Income Households shall not exceed thirty percent (30%) of 60% of AMI for Fresno County as determined and published by TCAC for a family of a size appropriate to the Housing Unit.

Developer shall, and shall cause its Property Manager to, operate the Subject Property and cause occupancy of the Subject Property and all Housing Units thereon in conformity with these covenants and this Agreement.

For purposes of this Regulatory Agreement, “Affordable Rent” means the total of monthly payments for (a) use and occupancy of each Housing Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, or cable TV or internet services, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. No additional charge shall be assessed against tenant households of the Housing Units for any social or supportive services provided at the Subject Property and/or as a part of Developer’s compliance with the legal requirements imposed in connection with any Project Based Section 8 assistance pursuant to Section 4 below. c. Duration of Affordability Requirements; Affordability Period. the Subject Property and all the Housing Units thereon shall be subject to the requirements of this Section 2, et seq. for the full term of not less than fifty-five (55) years from the date that the Notice of Completion is recorded against the Subject Property in the Official Records.

The duration of these covenants and this requirement shall be known as the “Affordability Period.”
d. Selection of Tenants. Developer shall be responsible for the selection of tenants for the Housing Units in compliance with all lawful and reasonable criteria, and shall adopt a tenant selection system which shall be approved by City Manager in her reasonable discretion, which establishes a chronological waiting list system for selection of tenants, which shall be set forth in the Marketing Program and the Property Management Plan, both of which are required to be submitted by Developer and approved by Owner pursuant to Sections 408 and 410 of the Affordable Housing Agreement. Subject to applicable Fair Housing Laws, the Owner shall be afforded a first right of refusal in referring eligible tenants to Housing Units, in the following order of priority:
(i) Low-Income Households or Very Low-Income Households, as applicable, who have been displaced from their residences due to programs or projects implemented by the Fresno Planning & Development Department;

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(ii) Low-Income Households or Very Low-Income Households, as applicable, who have applied for and have received rental vouchers from Fresno Housing Authority;
(iii) Low-Income Households or Very Low-Income Households, as applicable, who are listed on Fresno Housing Authority’s waiting list for affordable housing and who live and/or work in Fresno; and
(iv) Low-Income Households or Very Low-Income Households, as applicable, who live and/or work in Fresno.

Developer shall not refuse to lease to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to the holder of a comparable document evidencing participation in a program pursuant to the HOME Investment Partnership Act, 42 U.S.C. §12701, et seq. and the implementing regulations located at 24 CFR part 92, as such now exist and as may hereafter be amended, a Section 8 voucher program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria (collectively, “Voucher Programs.”) e. Household Income Requirements. On or before one hundred twenty (120) days following the end of Developer’s fiscal year, commencing the first year after issuance of the first certificate of occupancy for the Subject Property, and annually thereafter, Developer shall prepare and submit to Owner, at Developer’s expense, a written summary of the income, household size, and rent payable by each of the tenants of the Housing Units at the Subject Property and, upon the written request of Owner, copies of each and all leases or rental agreements and the current rules and regulations for the Subject Property. At Owner’s request, Developer shall also provide to Owner completed income computation and certification forms, all in a form reasonably acceptable to Owner, for each and all tenants at the Subject Property. Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification from each household leasing a Housing Unit at the Subject Property demonstrating that such household is a 30% AMI Very Low-Income Household, 45% AMI Very Low-Income Household, 50% AMI Very Low- Income Household, or 60% AMI Low-Income Household, as applicable and according to the Area Median Income annually determined and published by TCAC for Fresno Count y, and meets the eligibility and occupancy requirements established for the Housing Unit.

Developer shall verify, or shall cause to be verified by the Property Manager, the income and household size certification of the tenant household. f. [Intentionally omitted.]
g. Affordable Rent; Household Income Categories/Definitions. “30% AMI Very Low-Income Households” means those households earning not greater than thirty percent (30%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“45% AMI Very Low-Income Households” means those households

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earning not greater than forty percent (45%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“50% AMI Very Low-Income Households” means those households earning not greater than fifty percent (50%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC.
“60% Low-Income Households” means those households earning not greater than sixty percent (60%) of Fresno County Area Median Income, adjusted for household size, which is set forth annually by regulation of TCAC. “Very Low-Income” and/or “Very Low-Income Households” shall mean and include: (i) Very Low-Income households as defined in the Tax Credit Rules, (ii) 30% AMI Very Low-Income Households, (iii) 45% AMI Very Low- Income Households, and (iv) 50% AMI Very Low-Income Households. Very Low-Income Households include Extremely Low-Income Households, as defined in the Tax Credit Rules.
“Lower Income,” “Low-Income,” and/or “Lower Income
Households” shall mean and include both:
(i) lower income households as
defined in the Tax Credit Rules, and (ii) 60% AMI Low-Income Households.

Lower Income Households include Very Low-Income households and Extremely Low-Income households, as defined in the Tax Credit Rules.

4. Occupancy Limits. The maximum occupancy of the Housing Units in the Project shall not exceed more than such number of persons as is equal to two persons per bedroom, plus one. Thus, for the two (2) bedroom Housing Units, the maximum occupancy shall not exceed five (5) persons. For the three (3) bedroom Housing Units, the maximum occupancy shall not exceed seven (7) persons. The restrictions contained in the Regulatory Agreement expire fifty-five (55) years following the date the Notice of Completion is recorded against the Subject Property in the Official Records of Fresno County, California. The Regulatory Agreement is being submitted for recordation contemporaneously with this Notice of Affordability Restrictions.

5. The Subject Property is located on Ventura Avenue between S. Seventh Street and S. Eighth Street in the City of Fresno.

6. The Assessor’s parcel number for the Subject Property is a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T; such numbers are subject to change.

7. The legal description for the Subject Property is attached hereto as Exhibit A and is incorporated herein by reference.

8. The Regulatory Agreement, which includes the affordability restrictions referenced above, is expected to be submitted for recordation in the Office of the Fresno County Recorder contemporaneously with this Notice of Affordability Restrictions.

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9. The AHA and the Regulatory Agreement both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions.

10. Capitalized terms shall have the meaning established under the AHA (including all Attachments thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordab ility Restrictions.

11. Persons having questions regarding this Notice of Affordability Restrictions, the AHA or the Attachments thereto (including the Regulatory Agreement) should contact Owner at its offices (2600 Fresno Street, Fresno, California 93721, or such other address as may be designated by Owner from time to time).
[Signatures appear on following pages.]

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DEVELOPER:

CORPORATION FOR BETTER HOUSING,
a California nonprofit public benefit corporation
By: _________________________
Lori Koester, Executive Director

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CITY:

CITY OF FRESNO,
A California municipal corporation

By: __________________________
Georgeanne A. White,
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

490217v1 675934v1 688069v1
EXHIBIT A TO ATTACHMENT NO. 7

LEGAL DESCRIPTION

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

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ATTACHMENT NO. 8

REQUEST FOR NOTICE OF DEFAULT
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 6103.

REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924B
In accordance with California Civil Code Section 2924b request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deeds of Trusts recorded as Instrument Nos. ________________ and _________________ on ____________________, 202___ in the Official Records of Fresno County, California, and describing land therein as set forth in the legal description Exhibit A attached hereto and incorporated herein, executed by ______________________, a California limited partnership, as Trustor/Borrower in which ______________________, a ________________ is/are named as Beneficiary (ies), an __________________, ______________, is named as Trustee, be mailed to: City of Fresno, a municipal corporation, 2600 Fresno Street, Fresno, California 93721, Attention: City Manager. [Request continues on following page]

RECORDINGREQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

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NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE

WILL BE SENT ONLY TO THE ADDRESS CONTAINED IN THIS
RECORDED REQUEST. IF ADDRESS CHANGES, A NEW REQUEST
MUST BE RECORDED.

DEVELOPER:

[Signatures continue on following page.]

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CITY:

CITY OF FRESNO,
A California municipal corporation

By: __________________________
Georgeanne A. White,
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

490217v1 675934v1 688069v1
EXHIBIT A TO ATTACHMENT NO. 8

LEGAL DESCRIPTION

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

490217v1675934v1688069v1
ATTACHMENT NO. 9

MEMORANDUM OF AGREEMENT
This document is exempt from the payment of a
recording fee pursuant to Government Code §§
6103 and 27383.

MEMORANDUM OF AFFORDABLE HOUSINGAGREEMENT
This MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT
(Memorandum) is hereby entered into as of , 20 _ by and between the CITY OF FRESNO, a municipal corporation (City or Owner), and ________________ (Developer).

RECITALS
A. Owner and Developer have entered into that certain “Amended and Restated Affordable Housing Agreement,” dated as of __________________; in implementation of the Affordable Housing Agreement, Owner and Developer entered into that certain Amended and Restated Ground Lease each dated as of ___________ (together, the “AHA”). Pursuant to the AHA, Owner agreed to convey a ground leasehold interest in that certain parcel of real property, which is legally described in Exhibit A attached hereto and incorporated herein by reference (Subject Property). Developer has agreed to lease the Subject Property from Owner therefor and to construct, develop and operate an affordable rental project thereon. Copies of the Affordable Housing Agreement are available for public inspection at City’s office at 2600 Fresno Street, Suite _____, Fresno, California. The Affordability Period (defined in the AHA) for the Project commences the date the Release of Construction Covenantsis recorded in the Official Records of Fresno County, California, and expires on the fifty-fifth (55th) anniversary of the recordation of the Notice of Completion for the Project against the Subject Property according to Section 305 of the Affordable Housing Agreement.

B. The AHA provides that a short form memorandum of the AHA shall be executed and recorded in the Official Records of Fresno County, California.

NOW, THEREFORE, the parties hereto certify as follows:

Pursuant to the AHA, the parties have certain rights and obligations relating to the development and operation of an affordable rental project on the Subject Property by

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

490217v1 675934v1 688069v1
Developer in the AHA for a term of over 55-years. This Memorandum is not a complete summary of the AHA and shall not be used to interpret the provisions of the AHA.

CITY:

CITY OF FRESNO, a municipal corporation

By:

Georgeanne A. White
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:_________________________
Tracy N. Parvanian Date
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

[Signatures continue on following page.]

490217v1 675934v1 688069v1
[Signatures continue from previous page.]
DEVELOPER:

CORPORATION FOR BETTER HOUSING,
a California nonprofit public benefit corporation

By: _________________________
Lori Koester, Executive Director

490217v1 675934v1 688069v1
EXHIBIT A TO ATTACHMENT NO. 9

LEGAL DESCRIPTION

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

490217v1 675934v1 688069v1
ATTACHMENT NO. 10
[Reserved]

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ATTACHMENT NO. 11
TCAC Standstill Agreement

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AMENDED AND RESTATED GROUND LEASE
This AMENDED AND RESTATED GROUND LEASE (the Lease), dated as of this ___ day of ______________, 202__ (Effective Date), is made and entered into by and between the City of Fresno, a California municipal corporation (City or Landlord), and 3720 E. Ventura Ave., L.P., a California limited partnership (Tenant). Landlord and Tenant may each be referred to as a “Party” or collectively as the “Parties.”

RECITALS
A. This Lease supersedes and replaces in its entirety the Ground Lease by and between the City of Fresno, a municipal corporation, City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno and Corporation for Better Housing, approved by Council on April 24, 2025, which was not fully executed or recorded.

B. Landlord is the fee owner of that certain real property consisting of approximately 73,560 square feet, more or less, of land at the southwest corner of South Eighth Street and Ventura Avenue (a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T in Fresno, California, and described and depicted in more detail in Exhibit A to this Lease (Subject Property).

C. Landlord and Tenant have entered into that certain Amended and Restated Affordable Housing Agreement dated _____________, 2026, (the Affordable Housing Agreement), to set forth the terms and conditions relating to (1) Tenant’s ground lease of the Subject Property from Owner; (2) Tenant’s development of the Project thereon; and (3) Tenant’s agreement to develop and provide affordable housing for Very Low- and Low-Income households on the Subject Property. Terms not otherwise defined in this Lease shall have the meaning set forth in the Affordable Housing Agreement.

D. Pursuant to the terms of the Affordable Housing Agreement, Landlord desires to lease the Subject Property to Tenant subject to the terms and conditions of this Lease. The Parties have concurrently entered into that certain Affordable Housing Agreement dated _____________, 2026.

NOW, THEREFORE, with reference to these Recitals and on the terms and conditions contained in this Lease, Landlord and Tenant agree as follows:

ARTICLE I
LEASE OF PREMISES; STATE OF TITLE

1.1 Subject Property. Landlord leases to Tenant, and Tenant leases from Landlord, the Subject Property described and depicted in Exhibit A to this Lease.

1.2 State of Title. This Lease is subject to all easements, covenants, conditions, restrictions, reservations, rights-of-way, and other matters of record (Permitted Exceptions). Tenant may, with Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, enter into, and record against the Subject Property certain regulatory agreements in form and substance reasonably acceptable to

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Landlord in connection with the issuance of tax credits or other financing of the construction and development of the Subject Property.

1.3 As-Is Conveyance. TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT LANDLORD IS LEASING THE SUBJECT PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS, CONDITION AND STATE OF REPAIR INCLUSIVE OF ALL FAULTS

AND DEFECTS, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE CLOSING, INCLUDING THE ENVIRONMENTAL CONDITION (“AS IS CONDITION”)

AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, TENANT IS NOT

RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM LANDLORD OR ANY OF LANDLORD’S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS OR BROKERS (EACH A “LANDLORD PARTY” AND COLLECTIVELY, “LANDLORD PARTIES”) AS TO ANY MATTERS CONCERNING THE SUBJECT PROPERTY.

1.4 Disclaimers. Tenant acknowledges and agrees that except as expressly set forth in this Lease: (i) neither Landlord, nor any Landlord Party, has made any representations, warranties, or promises to Tenant, or to anyone acting for or on behalf of Tenant, concerning the condition of the Subject Property, suitability of the Subject Property for the Project or any other aspect of the Subject Property; (ii) the condition of the Subject Property has been independently evaluated by Tenant prior to the Closing; and ( iii) any information, which Tenant has received or may hereafter receive from Landlord or any Landlord Party were and are furnished without warranty of any kind and on the express condition that Tenant has made its own independent verification of the accuracy, reliability and completeness of such information and that Tenant will not rely on any of the foregoing.

1.5 Waivers and Releases. Tenant hereby releases Landlord from any and all manner of rights, liabilities, claims, actions, causes of action, suits, proceedings, demands, damages, costs, expenses (including attorney’s fees and costs) or other compensation whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent that Tenant now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with (i) all warranties of whatever type or kind with respect to the physical or environmental condition of the Subject Property, whether express, implied or otherwise, including those of fitness for a particular purpose or use; (ii) use, management, ownership or operation of the Subject Property; (iii) the physical, environmental or other condition of the Subject Property; ( iii) the application of, compliance with or failure to comply with any federal, state or local laws, regulations or governmental requirements as to the Subject Property; (iv) the presence of hazardous materials or substances on to the Subject Property; and (v) the As Is Condition (the foregoing are collectively referred to as Claims). By releasing and forever discharging the Claims, Tenant expressly waives any rights under California Civil Code Section 1542, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

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MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.”
INITIALS: TENANT _______
Notwithstanding the foregoing, the release and waiver of Claims set forth in this Section shall not apply to any Claims arising from a breach by Landlord of this Lease or the gross negligence or willful misconduct of Landlord or its officers, employees, agents or representatives. The provisions of this section are a material portion of the consideration given by each Party to the other in exchange for such Party’s performance under this Lease.

ARTICLE II

IMPROVEMENTS

2.1 Construction of Improvements. Tenant shall bear the sole responsibility for constructing the Project and any related improvements required by the City of Fresno or any other governmental agency, including but not limited to infrastructure for water, sewer, and other utilities to serve the Subject Property (Improvements). Tenant is responsible for obtaining all necessary permits and approvals required to construct the Project and Improvements, provided that Landlord shall reasonably cooperate with Tenant in connection with obtaining such permits and approvals. The Project and Improvements shall be constructed in accordance with all applicable laws and regulations and in accordance with the requirements of the Affordable Housing Agreement.

2.2 Title to Improvements. Tenant shall be the fee owner of the Project and Improvements that are on the Subject Property under this Lease during the Term. Upon termination of this Lease or expiration of the Term, title to the Improvements shall immediately and automatically vest in the Landlord, without any compensation or payment to Tenant. This Section 2.2 shall survive the expiration or termination of this Lease.

ARTICLE III
TERM

3.1 Term. The term of this Lease shall be for a period of up to 55- years and shall commence on the date of recordation of the Memorandum of Ground Lease in the Official Records and shall continue thereafter until the 55th anniversary of the recordation of the Memorandum of Ground Lease for the Project in the Official Records unless earlier terminated as provided herein (Term or Initial Term).

Tenant shall have two ten-year options to extend the Initial Term (each an “Extension Term”) subject to the satisfaction of the following conditions precedent that no Event of Default or material Default under the Lease shall have occurred or currently exists.

Each Extension Term must be exercised by written notice received by Landlord no later than three (3) months prior to the expiration of the then-current Initial Term. Provided that Tenant satisfies the conditions precedent and has properly exercised the option, the Initial Term shall be extended by the respective Extension Term and all provisions of this Lease shall remain unmodified and in full force and effect.

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ARTICLE IV

MONETARY PROVISIONS

4.1 Rent. Tenant shall pay to Landlord during the Term One Dollar ($1.00) per year on or before the first day of the Initial Term and annually thereafter, commencing on the Effective Date (Rent).

4.2 Property Taxes; Transfer Taxes.
a. Personal Property Taxes. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed on Tenant’s personal property.
b. Real Property Taxes. At all times during the Term, Tenant agrees to pay in a timely manner all taxes, assessments, fees, and charges that at any time during the Term may be levied or charged by the federal government, the state, county, City, or any other tax or assessment levying body on any activity carried on under this Lease, any interest in this Lease, any possessory right that Tenant may have in or to the Subject Property, or that is levied and assessed against the land that comprises the Subject Property and all improvements on the Subject Property. Tenant, at no cost to Landlord, reasonably may contest the legal validity or amount of any such taxes, assessments, or charges for which Tenant is responsible, and institute such proceedings as Tenant considers necessary; provided, however, that Tenant shall at all times Indemnify Landlord or any officer, director, employee, partner, agent, or contractor of Landlord (Authorized Representative) against any and all Claims resulting therefrom, and protect Landlord and the Subject Property from foreclosure of any lien, and that Landlord shall not be required to join in any proceeding or contest brought by Tenant. The term “Indemnify” includes indemnify, hold harmless, protect, and defend with counsel reasonably acceptable to the Landlord. The term “Claims” refers to all claims, damages, suits, liability, penalties, costs, and expenses, including, without limitation, attorneys’ fees.
c. Transfer Taxes on Lease. If any governmental authority levies, assesses, and/or imposes on Landlord a transfer tax as a result of this Lease, Tenant shall, at Landlord’s election in its sole discretion, either pay such tax directly to the governmental authority or pay the amount of such tax to Landlord, in which latter event Landlord shall pay such tax directly to the governmental authority.

4.3 Utilities.
a. Payment of Utilities and Services. Tenant, at its cost, shall be responsible for arranging for all utilities to be provided to the Subject Property that are required to serve the Project. Tenant shall promptly pay all charges for water, gas, electricity, telephone, sewage, refuse, and any other utilities or materials used or consumed on the Subject Property directly to the party providing such ut ilities or services.
b. Interruption of Utility Services. Landlord shall not be liable to Tenant in damages or otherwise (i) if any utility becomes unavailable from any public utility

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company, public authority, or any other person or entity supplying or distributing such utility; or (ii) for any disruption in any utility service caused by the making of any repairs or improvements or by any cause beyond Landlord’s reasonable control, and such interruption shall not constitute a termination of this Lease, or an eviction of Tenant, or give Tenant the right to reduce or abate Rent.

ARTICLE V

USE OF THE PREMISES

5.1 Permitted Uses. Tenant shall use the Subject Property for the construction, operation, and maintenance of the Project and Improvements on the Subject Property and the subsequent utilization of the Project and Improvements by Tenant for use as an affordable rental housing project (the Permitted Use).

5.2 Use Covenants. Developer shall continuously operate the Subject Property as an affordable rental housing project. The Subject Property shall be managed in a first-class fiscally responsible manner to ensure continual use of the Project.

5.3 Affordable Housing Agreement. The Parties shall comply with the provisions of the Affordable Housing Agreement.

5.4 Owner Regulatory Agreements. The Parties shall comply with any existing or subsequent regulatory agreements involving the City.

5.5 Compliance with Laws.
a. Tenant shall, at Tenant’s sole cost, promptly comply with all federal, state and local laws, ordinances and regulations (Laws) and with the requirements of any governmental authority having jurisdiction over the Subject Property, relating to or affecting the Subject Property or the condition, use, or occupancy of the Subject Property, including the obligation to make improvements, repairs, and alterations required by such Laws, regardless of the cost thereof, at what point in time during the Term compliance is required, and whether such compliance was foreseen or unforeseen. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any of the foregoing shall be conclusive of that fact between Landlord and Tenant. Tenant shall promptly furnish Landlord with a copy of any notices received from any governmental agency in connection with the Subject Property.
b. Tenant may reasonably and in good faith contest any Law through appropriate proceedings, and, during such contest, Tenant need not comply therewith; provided further that Tenant shall at all times reasonably protect the interests of Landlord under this Lease, shall Indemnify Landlord from all Claims actually and reasonably incurred as a result of the contest, and shall promptly comply with any such contested Law if any such contest is resolved against Tenant. Tenant agrees to Indemnify Landlord or any officer, director, employee, partner, agent, or contractor of Landlord (Landlord Party) from and against any Claims imposed or sought to be imposed on or involving Landlord for any violation

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or alleged violation of any such Laws except to the extent such Claims arise from the gross negligence or willful misconduct of any Landlord Party.

5.6 Landlord’s Access to Subject Property.
a. In addition to Landlord’s rights pursuant to Section 6.5 and pursuant to the Affordable Housing Agreement, Landlord reserves the right for Landlord and any Landlord Party to enter the Subject Property at any reasonable time and upon reasonable written notice, subject to the rights of residential tenants, (a) to inspect the Subject Property; (b) to determine whether Tenant is complying with Tenant’s obligations under this Lease; (c) to perform any other obligation of Tenant after Tenant’s failure to perform same (after notice and expiration of applicable cure periods); or (d) if Tenant defaults under this Lease (after notice and expiration of applicable cure periods); provided, however, that Landlord’s entry shall not unreasonably interfere with the business and operations at the Subject Property. b. Landlord shall be permitted to enter on the Subject Property, as may reasonably be necessary and upon reasonable written notice, subject to the rights of residential tenants, except in the event of exigent circumstances when Landlord may not provide notice, in order for Landlord or its designees to make improvements or do other work, or to make improvements, repairs, or maintenance to adjacent property owned by Landlord. Landlord’s entry shall not unreasonably interfere with the business and operations at the Subject Property.

ARTICLE VI
REPAIRS AND MAINTENANCE; ALTERATIONS; NEW IMPROVEMENTS

6.1 New Improvements and Alterations. After the Project and Improvements are constructed pursuant to Article II of this Lease, Tenant shall not alter, add to, or modify the Project or Improvements (Alterations) without Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. Despite the foregoing, Tenant may, without Landlord’s prior written approval, (a) make Alterations within the interior of the Project, if such work will not result in a use of the Project in violation of this Lease and will not cause any violation of the Affordable Housing Agreement or any permit or approval applicable to the Project; and (b) make Alterations required to comply with any applicable law or insurance underwriter’s requirement. Alterations shall not include Repairs and Maintenance (as hereinafter defined), and no such Landlord approval is required for any Repairs and Maintenance.

6.2 Tenant’s Repair and Maintenance Obligations. Tenant at all times and at its sole cost shall ensure that the Subject Property, Project, and Improvements, including without limitation landscaping, utilities, structural components, roofing materials, windows, exterior and interior features, furnishing and equipment and fire and security systems, are maintained in a first-class, structurally sound, sanitary, and safe condition (Repairs and Maintenance) and in accordance with all requirements of applicable laws, governmental authorities, insurance underwriters, mortgages, deeds of trust, and covenants, conditions, and restrictions pertaining to the Subject Property, Project or Improvements, including the Affordable Housing Agreement. To that end, Tenant shall timely perform all reasonably required repairs or replacements to the Subject Property, Project and the Improvements

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located thereon (whether interior or exterior, structural or nonstructural, foreseeable or unforeseeable, ordinary or extraordinary).

6.3 Mechanics’ Liens, Notices of Non-responsibility, and Other Alteration and Maintenance Requirements. All Alterations and Repairs and Maintenance must be performed in a good and workmanlike manner and in accordance with all applicable Laws, insurance underwriter’s requirements, and any recorded deeds of trust, mortgages, covenants, conditions, or restrictions by duly licensed contractors. Work may not commence until Tenant (a) has obtained any required permits or approvals and (b) has provided Landlord with at least ten business days’ notice of the date for commencement of work (except for repair work required to be performed in cases of emergency or to relieve an imminent threat to life or property), to permit Landlord an opportunity to post an appropriate notice of non-responsibility. Once begun, all such work shall be diligently prosecuted to completion. If this Lease terminates before completion of any Alteration or Repairs and Maintenance by Tenant, on request Tenant shall assign its rights under any construction, design, or material supply contract required for completion of the work to Landlord or its designee.

6.4 No Landlord Obligation. Landlord shall have no obligation whatsoever to maintain, repair, alter, improve, or reconstruct the Subject Property or the Improvements or to comply with any applicable law or with any other legal or insurance requirement concerning the condition or repair of the Subject Property, Project or Improvements.

Tenant expressly recognizes that, because of the potential length of the Term of this Lease, it may be necessary for Tenant to perform substantial maintenance, repair, rehabilitation, or reconstruction of the Project or Improvements in order to ensure that the Project or Improvements are kept in the condition required by this Lease. In this regard, Tenant expressly waives (a) all defenses to its maintenance obligations under this Lease; (b) the right to require Landlord to make repairs; (c) any right to make repairs at the expense of Landlord; (d) the right to reduce or offset rent as a consequence of the condition of the Subject Property, Project or Improvements; (e) the benefits of California Civil Code §§1932, 1941, and 1942, as amended from time to time; and (f) any law, judicial pronouncement, or common law principle similar thereto, which is now or hereafter in effect or is otherwise inconsistent with the provisions of this Lease. However, these waivers do not limit Tenant’s rights or Landlord’s obligations arising out of the negligence or willful misconduct of Landlord or its agents, representatives, employees, contractors, or invitees.

6.5 Right to Enter. Tenant will permit Landlord and any Landlord Party to enter the Subject Property at all times during usual business hours, on giving Tenant reasonable written notice, subject to the rights of residential tenants, to inspect the same and to perform any work required of Tenant by this Lease that Tenant has failed to perform within 30 days following written notice to Tenant of default and subject to the rights of the Limited Partners under Section 11.12 hereof; provided, however, that in the event of any Tenant default that creates an imminent threat to life or property, Landlord may enter the Subject Property without notice and may take such actions as may be required to relieve such threat. As additional rent, Tenant shall reimburse Landlord for the actual and reasonable cost of any repairs, replacements, or improvements to the Subject Property, Project or

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Improvements incurred by Landlord under this Section, promptly on receipt of an invoice.

Nothing in this Section shall imply any duty on the part of Landlord to make any inspection, take any action, or do any such work, nor shall Landlord’s performance of any repairs, alterations, or improvements constitute a waiver of Tenant’s default in failing to do the same. Except to the extent arising out of the negligence or willful misconduct of Landlord, or its agents, representatives, employees, contractors, or invitees, no exercise by Landlord of any rights herein reserved shall entitle Tenant to any compensation, abatement of Rent, damages, reimbursement, or other relief for any interference with any business conducted on the Subject Property or any other injury, property damage, loss, or liability as a consequence of such entry or r epairs.

ARTICLE VII

INSURANCE

7.1 Insurance Requirements
(a) Throughout the life of this Lease, TENANT 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 LANDLORD'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance shall maintain limits of liability of not less than those amounts stated, however, the insurance limits available to LANDLORD, 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 Lease or any extension, TENANT or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Lease shall be discontinued immediately, and all payments due or that become due to TENANT shall be withheld until notice is received by LANDLORD 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 LANDLORD. Any failure to maintain the required insurance shall be sufficient cause for LANDLORD to terminate this Lease. No action taken by LANDLORD pursuant to this section shall in any way relieve TENANT of its responsibilities under this Lease. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by LANDLORD 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 TENANT shall not be deemed to release or diminish the liability of TENANT, including, without limitation, liability under the indemnity provisions of this Lease. The duty to indemnify LANDLORD shall apply to all claims and liability r egardless 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 TENANT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of TENANT, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them.

Coverage shall be at least as broad as:

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1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liab ility policy shall be written on an occurrence form and shall provide coverage 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 not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

MINIMUM LIMITS OF INSURANCE
TENANT, or any party the TENANT subcontracts/contracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to LANDLORD, and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY :
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2, 000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY :
$1,000,000 per accident for bodily injury and property damage.

3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1, 000,000 disease policy limit.

4. PROPERTY: Thorough out the life of the Lease Agreement, Tenant shall maintain in full force and effect, a policy or policies of property insurance covering the premises following completion of construction.

UMBRELLA OR EXCESS INSURANCE

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In the event TENANT 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 LANDLORD and each of their officers, officials, employees, agents and volunteers.

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

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
All policies of insurance required herein 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 days written notice has been given to LANDLORD, except ten (10) days for nonpayment of premium. TENANT is also responsible for providing written notice to the LANDLORD under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, TENANT shall furnish LANDLORD 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 LANDLORD, TENANT 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 Commercial General and Automobile Liability policies of insurance shall be endorsed to name LANDLORD, their officers, officials, employees, agents and volunteers as additional insureds.

TENANT shall establish additional insured status for the Landlord and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or CG 20 26 04 13 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 26 04 13.

The Commercial General and Automobile Liability policies of insurance shall be endorsed so TENANT’s insurance shall be primary and no contribution shall be required of Landlord. Coverage under the General Liability policy shall be as broad as that contained in ISO Form CG 20 01 04 13.

Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits.

All policies of insurance shall contain, or be endorsed to contain, a waiver of subrogation as to LANDLORD, their officers, officials, employees, agents and volunteers.

The property insurance policy is to contain, or be endorsed to contain, the following provisions:

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1. Full replacement value of any permanent improvements on the Leased Premises, with the LANDLORD named as a Loss Payee.

2. The coverage shall contain:
(i) No coinsurance penalty.
(ii) No limitations or exclusions for vacancy of any part of the Premises. (iii) No special limitations on the sc ope of protection afforded to Landlord and HSA.

PROVIDING OF DOCUMENTS - TENANT shall furnish LANDLORD with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the LANDLO RD’S Risk Manager or his/her designee prior to LANDLO RD’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of LANDLORD, TENANT shall immediately furnish LANDLORD 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. All subcontractors working under the direction of TENANT shall also be required to provide all documents noted herein.

SUBCONTRACTORS - -IF TENANT subcontracts or contracts any or all of the services to be performed under this Agr eement or any work on the premises, TENANT shall be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry

ARTICLE VIII

ASSIGNMENT

8.1 Limitations on Transfer.
a. General. The qualifications and identity of the Tenant are of particular concern to the Landlord. It is because of the demonstrated qualifications and identity that the City has entered into the Affordable Housing Agreement and this Lease with the Tenant. Tenant may not transfer, assign or sell any interest in the Subject Property or the Project nor any rights or powers under this Lease, except as expressly set forth herein. It is expressly stipulated and agreed that any assignment, sale, transfer or other disposition of the Project or the Subject Property, or any portion(s) thereof or interest(s) therein or of any rights or powers under this Lease in violation of this Article VIII shall be null, void and without effect, shall cause a reversion of title to Tenant, and shall be ineffective to relieve Tenant of its obligations under this Lease.
b. Prior to Completion. Prior to Completion, the Tenant shall not assign or transfer this Lease, the Project or the Subject Property, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the prior written approval of the City Manager, or designee. The City Manager, or designee shall have the right

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to disapprove any transfer, assignment or refinancing, which would diminish or otherwise impair the ability of the Tenant to fulfill all its duties and obligations under this Agreement.
c. Following Completion. Following Completion, Tenant shall not assign or transfer this Lease, the Project or the Subject Property, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the prior written approval of the City Manager, or designees, which approval shall not be unreasonably withheld or delayed, and shall be granted upon Landlord’s receipt of evidence acceptable to Landlord that the following conditions have been satisfied:
i. Tenant is not in Default under the Affordable Housing Agreement or this Lease, or the purchaser or assignee agrees to undertake to cure any Defaults or violations of Tenant to the reasonable satisfaction of City.
ii. The continued operation of the Project shall comply with the provisions of this Lease and the Affordable Housing Agreement. iii. Either (i) the purchaser or assignee or its pr operty manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing affordable units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (ii) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (i) above, or (iii) developer or its property management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the purchaser or assignee and its manager in the responsibilities relating to the affordable Units.
iv. The person or entity which is to acquire the Project does not have pending litigation against it and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies.
v. The proposed purchaser or assignee enters into a written assignment and assumption agreement in form and content reasonably satisfactory to Landlord’s legal counsel, and, if requested by Landlord, an opinion of such purchaser or assignee’s counsel to the effect that this Lease is a valid, binding and enforceable obligation of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights.

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d. Pre-Approved Transfers. Notwithstanding any other provision of this Lease to the contrary, Landlord approval of a transfer or assignment of this Lease, the Project, or the Subject Property or any interest therein shall not be required in connection with any of the following:
i. Any assignment for the purpose of obtaining and securing Tenant’s financing, as contemplated by this Agreement, including, without limitation, the grant of a deed of trust, assignment of rents and security agreement to secure the funds necessary for Tenant’s financing as contemplated in the Affordable Housing Agreement;
ii. The rental, in the ordinary course of business, of the affordable Housing Units at the Project, provided such rental is in accordance with the terms of this Lease and the Affordable Housing Agreement;
iii. Any transfer to any entity of which Corporation for Better Housing (or its successor in interest) or an affiliate of Corporation for Better Housing (or its successor in interest) is the general partner, or managing member, or sole member, or controlling shareholder;
iv. Any transfer of limited partnership interests in Tenant to any institutional investor or fund or syndicator making a capital contribution to the limited partnership in exchange for partnership interests in Tenant; v. Any transfer of the ownership interests of any entity which, directly or indirectly, owns or holds a partnership, membership, manager, shareholder, or other ownership interest in Tenant’s limited partner or the partners, members, managers, shareholders or owners of Tenant’s limited partner;
vi. Any transfers of Corporation for Better Housing’s partnership interest in Tenant to any entity which is an affiliate of Corporation for Better Housing (or its successor in interest);
vii. The removal and replacement by Tenant’s limited partner of any of Tenant’s general partners as permitted under Tenant’s limited partnership agreement;
viii. Any transfer of Tenant’s leasehold interest in the Property that occurs by foreclosure, deed in lieu of foreclosure, or other exercise of remedies by a permitted senior lienholder (or its affiliate, nominee, or assignee); and provided that the Subject Property shall remain subject to all affordability restrictions and other obligations under this Agreement. ix. Any conveyance or dedication of any portion of the Subject Property to the Landlord or other appropriate governmental agency, or the granting of easements or permits to facilitate the construction of the Project.

In the event of an assignment or transfer by Tenant under the above subsections not requiring the Landlord’s prior approval (other than in subsection (i), (ii) and (viii)

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above), Tenant nevertheless agrees that it shall give at least fifteen (15) days prior written Notice to Landlord of such assignment or transfer. In addition, Landlord shall be entitled to review such documentation as may be reasonably required by the City Manager and Executive Director, or designees for the purpose of determining compliance of such assignment or transfer with the requirements above. Notwithstanding anything to the contrary contained herein, in connection with any transfer permitted under this Section

8.1(d) without the consent of the Landlord, no transfer fees, processing fees, or other associated costs shall be due and payable by Tenant in connection therewith.

8.2 Transfers and Encumbrances on Landlord's Fee Estate. Without the prior written consent of the Senior Mortgagee (as defined in Schedule 1 hereto) and the Limited Partner (as defined below), Landlord shall not transfer, mortgage, encumber or hypothecate its fee interest in the Subject Property.

ARTICLE IX
DEFAULT; REMEDIES

9.1 Events of Default. An “Event of Default” or “Default” shall occur under this Lease when there shall be a breach of any condition, covenant, warranty, promise, or representation contained in this Lease, the Affordable Housing Agreement, or any subsequent regulatory agreement involving City or City subsidies and the breach shall continue for a period of thirty (30) days after written notice thereof to the defaulting party without the defaulting party curing such breach, or if the breach cannot be reasonably cured within a thirty (30) day period and thereafter diligently proceeding to cure the breach. However, if a different period or notice requirement is specified for a particular breach under any other paragraph of this Lease, the Affordable Housing Agreement, or subsequent regulatory agreements involving City or City subsidies, the specific provision shall control. For the avoidance of doubt, a foreclosure of a Mortgage (as defined in Schedule 1 hereto) or the acceptance by a Mortgagee of a transfer in lieu thereof shall not constitute a Default or Event of Default under this Lease.

9.2 Remedies. If Tenant at any time shall be in default in the payment of Rent or any other monetary sum called for by this Lease for more than ten (10) days following written notice from Landlord to Tenant, or if Tenant at any time shall be in default in the keeping and performing of any of its other covenants or agreements in this Lease, and should such other default continue for thirty (30) days after written notice thereof from Landlord to Tenant specifying the particulars of such default, or if such other default is of a nature that curing the default will take more than thirty (30) days and Tenant has failed to commence to cure the default within thirty (30) days and diligently pursue completion of such cure and subject to the rights of the Limited Partners and the Senior Mortgagee under Section 11.12 hereof and Schedule 1 hereto, respectively, then, in addition to any and all other rights and remedies of Landlord hereunder and by law provided, Landlord may terminate this Lease by giving Tenant written notice of termination. On the giving of the notice, all Tenant’s rights in the Subject Property shall terminate.

In addition to the foregoing, any default by Tenant under the Affordable Housing Agreement or subsequent regulatory agreements involving City or City subsidies which is not cured following notice and expiration of any applicable cure periods thereunder

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shall also constitute a default under this Lease, and upon occurrence of such default, Landlord shall have all remedies available to it under this Lease, including the right to terminate the Affordable Housing Agreement as set forth herein. Promptly after notice of termination, Tenant shall surrender and vacate the Subject Property and shall commence and diligently prosecute the restoration of the Subject Property to its pre-Lease condition as required by Section 2.2 of this Lease. Landlord may reenter and take possession of the Subject Property and all remaining improvements and eject all parties in possession.

Termination under this Section shall not relieve Tenant from the payment of any sum then due to Landlord or from any claim for damages previously accrued or then accruing against Tenant.

9.3 Damages. Should Landlord elect to terminate this Lease under the provisions of this Article, Landlord shall be entitled to recover from Tenant as damages an amount, including actual and reasonable attorneys’ fees and court costs, necessary to compensate Landlord for all detriment proximately caused by Tenant’s default, including, without limitation, costs of removing the Project and Improvements from the Subject Property.

9.4 Landlord’s Right to Cure Tenant’s Default. Landlord, at any time after Tenant commits a default, can cure the default at Tenant’s cost. If Landlord at any time, by reason of Tenant’s default, pays any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid at a later date shall bear interest at the maximum rate allowed by law from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant. The sum, together with interest on it, shall be additional rent.

ARTICLE X

INDEMNITY

10.1 Indemnity. To the furthest extent allowed by law, Tenant shall indemnify, hold harmless and defend Landlord and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time, and property damage) incurred by the Landlord, the Tenant or any other person and from any and all claims, demands, actions in law or equity (including attorney’s fees, litigation expenses, and costs to enforce this agreement) arising or alleged to have arisen directly or indirectly from or in connection with (a) the conduct or management of the Subject Property or of any business therein, or any work or thing whatsoever done, or any condition created in or about the Subject Property during the Term; (b) any act, omission, or negligence of Tenant or any of Tenant’s invitees, tenants, contractors, subcontractors, managers, or assignees; (c) any accident, injury, or damage whatsoever occurring in or at the Subject Property; (d) any breach or default by Tenant in the full and prompt payment of any amount due Landlord under this Lease, and for any breach, violation, or nonperformance of any term, condition, covenant, or other obligation of Tenant under this Lease or the Affordable Housing Agreement or any representation made by Tenant; and (e) any liens or encumbrances arising out of any work performed or materials furnished by or for Tenant, including any work Landlord may have performed or caused to be performed for Tenant for which Tenant has not paid Landlord. In the

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event Landlord is made a party to any litigation commenced by or against Tenant, then Tenant shall indemnify, hold harmless, and defend Landlord from all Claims resulting from such litigation, and shall pay all costs, expenses, and attorney fees actually and reasonably incurred or paid by Landlord in connection with such litigation. 1 If Tenant shall subcontract all or any portion of the work to be performed under this agreement or should contract/subcontract any work on the premises, Tenant shall require all contractors and subcontractors to indemnify, hold harmless, and defend the Landlord and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Agreement.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 Holding Over. If Tenant shall hold over the Subject Property after the expiration of the Initial Term or any Extension Term with the consent of Landlord, either express or implied, such holding over shall be construed to be only a tenancy from month to month subject to all the covenants, conditions and obligations contained in this Lease. Tenant hereby agrees to continue payment of all monetary sums (such as taxes, insurance, etc.) which are the Tenant’s obligation under this Lease.

11.2 Quiet Possession. Landlord agrees that Tenant, upon paying the Rent and performing the covenants and conditions of this Lease, shall quietly have, hold and enjoy the Subject Property throughout the Term; and Landlord warrants to Tenant that as of the Effective Date there shall be no existing tenancies on the Subject Property.

11.3 Notices. Any notice to be given or other document to be delivered by either Party to the other hereunder shall be in writing and delivered to either Party personally or by depositing same in the United States mail, duly certified, with postage thereon fully prepaid and addressed to the Party for whom intended, as follows:

To Landlord: City of Fresno
Attn: City Manager
2600 Fresno Street
Fresno, CA 93721
To Tenant: 3720 E. Ventura Ave., L.P.,
c/o Corporation for Better Housing
Attn: Lori Koester
21031 Ventura Boulevard, Suite 200
Woodland Hills, CA 91364
With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP Attention: Nichole Berklas
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071

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To Limited Partner: USA Institutional Cesar Chavez LLC
TRGHT, Inc.
777 West Putnam Avenue
Greenwich, CT 06830
Attention: David A. Salzman

And a copy to: Buchalter
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attention: Scott Salomon

Either Party hereto, from time to time by written notice to the other Party, may designate a different address which shall be substituted for the one above-specified.

Notices shall be effective when received. Any notice or other document sent by certified mail, as aforesaid, shall be deemed received 72 hours after the mailing thereof, as above provided.

11.4 Waiver. No waiver of any breach of any of the terms, covenants, agreement, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions and conditions hereof.

11.5 Binding. Subject to the restrictions set forth herein regarding assignment of the leasehold estate, each of the terms, covenants and conditions of this lease shall extend to and be binding on and shall inure to the benefit of not only Landlord and Tenant but to each of their respective heirs, administrators, executors, successors and assigns.

11.6 Disclaimer of Partnership. The relationship of the Parties hereto is that of Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any way or for any purpose become a partner of Tenant or a joint venturer with Tenant in the conduct of Tenant’s business or otherwise.

11.7 Interpretation. The titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of the Lease.

11.8 Covenants and Conditions. Each term and each provision, including, without limitation, the obligation for the payment of Rent, to be performed by Tenant or Landlord as the case may be, shall be construed to be both a covenant and a condition of this Lease.

11.9 Integration. This Lease, together with the exhibits and the Affordable Housing Agreement incorporated by reference, constitutes the entire agreement between the Parties and there are no conditions, representations or agreements regarding the matters covered by this Lease which are not expressed herein.

11.10 Estoppel Certificate. If, upon any sale, assignment or hypothecation of the Subject Property by Landlord or as required by any lender of the Subject Property or by the Limited Partners, an estoppel certificate shall be required from either Party, each Party agrees to deliver within ten days after written request therefor by the other Party, a statement addressed to any such proposed mortgagee or purchaser, or to the requesting

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Party, in a form requested by such mortgagee or purchaser, certifying that this Lease is unmodified and in full force and effect (if such be the case), certifying the commencement and termination dates of the Lease term, certifying that there has been no assignment or sublease of this Lease and that there are no defaults in existence under the Lease, or defenses or offsets hereto, or stating those claimed by the certifying Party, and containing such other information as reasonably may be requested by the party to whom such certificate is addressed. In the event either Party fails to deliver such estoppel certificate to the other Party within the ten-day period above provided, it shall be deemed that this Lease is in full force and effect and that neither Party has any defenses or offsets against the other Party, and that the other information contained in the requested statement is correct.

11.11 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.12 Tenant’s Limited Partners. Tenant has advised City that, concurrently with the execution of this Lease, 3720 E. Ventura Ave., L.P.,, and its successors and assigns and Ventura MGP LLC, a California limited liability company, as managing general partner (the Managing General Partner), Integrated Community Development, LLC, a California limited liability company, as administrative general partner (the Administrative General Partner); and USA Institutional Cesar Chavez LLC, a Delaware limited liability company and TRGHT, Inc., a Delaware corporation (collectively the Limited Partner) are entering into that certain Agreement of Limited Partnership of 3720 E. Ventura Ave., L.P., dated as of _____________ (as may be amended, the Partnership Agreement). In connection therewith, Landlord and Tenant hereby agree:
a. Notwithstanding anything to the contrary contained in this Lease or the Affordable Housing Agreement, the respective interests of Tenant’s Limited Partner and Administrative General Partner shall be freely transferable and any amendment to Tenant’s Partnership Agreement, to the extent such amendment effectuates such transfers, shall not require Landlord approval or consent; provided that Tenant’s Administrative General Partner and/or Limited Partner shall inform the Landlord in writing of any such transfers.
b. Notwithstanding anything to the contrary contained in this Lease or the Affordable Housing Agreement, whenever Landlord shall deliver any Notice to Tenant with respect to any Default by Tenant hereunder or under the Affordable Housing Agreement, Landlord shall at the same time deliver a copy of such Notice to the Limited Partner at the notice address provided by Tenant to Landlord. No Notice of Default shall be effective as to such Limited Partner unless such notice is given. Each Limited Partner shall (insofar as the rights of City are concerned) have the right, at its option, within 60 days after the receipt of the copy of the Notice, to cure or remedy or commence to cure or remedy any such Default. Any cure of any Default hereunder made or tendered by the Limited Partner shall be deemed to be a cure by Tenant and shall be accepted or rejected on the same basis as if made or tendered by the Tenant.

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11.13 Amendments. Any modification or amendment to this Lease must be in writing, signed by the Landlord and Tenant and only with the prior written consent of the Limited Partners.

11.14 Memorandum of Ground Lease. The Parties shall record a Memorandum of Ground Lease, against the Subject Property, in the form attached hereto as Exhibit B, concurrently with execution of this Lease.

11.15 Schedule 1. The terms of Schedule 1 hereto are hereby incorporated into the body of this Lease as if set forth fully herein.

11.16 No Merger of Title. There shall be no merger of this Lease or the leasehold estate created by this Lease with any other estate in the Subject Property or any part thereof by reason of the fact that the same person, firm, corporation or other entity may acquire or own or hold, directly or indirectly: (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate, and (b) any other estate in the Subject Property and the Improvements or any part thereof or any interest in such estate, and no such merger shall occur unless and until all persons, corporations, firms and other entities, including any leasehold mortgagee or leasehold mortgagees, having any interest (including a security interest) (including, without limitation, the Senior Mortgagee (as defined in Schedule 1 hereto) in (i) this Lease or the leasehold estate created by this Lease, and (ii) any other estate in the Subject Property or the Improvements or any part thereof shall join in a written instrument effecting such merger and shall duly record the same.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective Date.

LANDLORD:

CITY OF FRESNO,
a municipal corporation

B y :

Georgeanne A. White
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

B y :

Tracy N. Parvanian
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

TENANT :

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing, a
California nonprofit public benefit corporation,
its manager

By: _________________________
Name: Lori Koester

Title: Executive Director
(If corporation or LLC., Board Chair, Pres. or
Vice Pres.)

By: Integrated Community Development,
LLC,
a California limited liability company,
its administrative general partner

By: __________________________

Name: Benjamin Lingo

Title: Member
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)

Attachments:

EXHIBIT A – Legal Description of the Subject Property
EXHIBIT B – Memorandum of Ground Lease

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Schedule 1

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EXHIBIT A

LEGAL DESCRIPTION OF THE SUBJECT PROPERTY

A portion of previous APN: 470-052-02T and a portion of previous 470-052-03T All that certain real property situated in the County of Fresno, State of California, described as follows:

BEGINNING at the intersection of the southerly right-of-way line of East Cesar Chavez Boulevard (formally Ventura Avenue) and the westerly right-of-way line of South Eighth Street (formally Jefferson Avenue), as said streets are shown on said “Plat of Lincoln Hill Addition”, said point also being the northeasterly corner of Lot 13, Block 2; Thence, along the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue), South 00°00’00” East, 490.40 feet to the intersection of the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue) with the northerly right-of-way line of East El Monte Way (formerly Burness Avenue) as said streets are shown on said “Map of Kenmore Park”, said point also being the southeasterly corner of said Lot 7, Block 8; Thence, along said northerly right-of-way line of East El Monte Way (formerly Burness Avenue), North 90°00’00” West, 150.00 feet to intersection of northerly right-of-way line of said East El Monte Way (formerly Burness Avenue) with the easterly right-of-way line of a 20-foot wide Alley as said streets are shown on said “Map of Kenmore Park”, said point also being the southwesterly corner of said Lot 7, Block 8; Thence along the easterly right-of-way line of said Alley, North 00°00’00” West, 490.40 feet to the southerly right of- way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), as said street is shown on said “Plat of Lincoln Hill Addition”; Thence, along the southerly right-of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), North 90°00’00” East, 150.00 feet to the POINT OF BEGINNING
Containing an area of 73,560 square feet, more or less.

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EXHIBIT B

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Fresno
2600 Fresno Street
Fresno, CA 93721
Attention: City Manager

Space above this line for Recorder’s use only.

Exempt from Recording Fees Per Government Code Sections 6103 & 27383

MEMORANDUM OF GROUND LEASE
THIS MEMORANDUM OF GROUND LEASE (Memorandum of Ground Lease) is made and entered into this day of 2025, by and between the City of Fresno, a municipal corporation (City or Landlord), and 3720 E. Ventura Ave., L.P., a California limited partnership (Tenant). Landlord and Tenant may each be referred to as a “Party” and collectively as the “Parties”.

RECITALS
A. Landlord is the fee owner of that certain real property consisting of approximately 73,560 square feet, more or less, of land at the southwest corner of South Eighth Street and Ventura Avenue (a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T in Fresno, California, and described and depicted in more detail in Exhibit A to this Memorandum of Ground Lease (Subject Property).

B. Landlord and Tenant, have entered into that certain Amended and Restated Affordable Housing Agreement dated ________________, 2026 (the Affordable Housing Agreement) to set forth the terms and conditions relating to (1) Tenant’s ground lease of the Subject Property from Landlord; (2) Tenant’s development of the Project thereon; and (3) Tenant’s agreement to develop and provide affordable housing for Very Low-Income and Low-Income households on the Subject Property.

C. Pursuant to the terms of the Affordable Housing Agreement, Landlord and Tenant entered into a Ground Lease dated ____________, 2026 (Ground Lease).

Now, therefore, the Parties agree as follows:

TERMS

1. This Memorandum of Ground Lease is solely to provide record notice of the Ground Lease and in no way modifies the terms, conditions, provisions and covenants thereof. In the event of any inconsistency between this Memorandum of Ground Lease and the Ground Lease, the Ground Lease shall prevail. The foregoing recitals are incorporated by reference as though fully set forth herein.

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2. The Ground Lease contains specific covenants governing the development, use, character, operation, and maintenance of the Subject Property for affordable housing purposes.

3. The terms and conditions of the Ground Lease are superior to any Leasehold Mortgage or other encumbrances recorded against Tenant's leasehold interest in the Subject Property. In no event may Landlord's fee interest in the Subject Property, be encumbered by or subordinated to any Leasehold Mortgage.

4. The term of the Ground Lease shall be for a period of up to 55- years and shall commence on the date of recordation of the Memorandum of Ground Lease in the Official Records and shall continue thereafter until the 55th anniversary of the recordation of the Memorandum of Ground Lease for the Project in the Official Records (Term or Initial Term) with two ten-year options to extend the Initial Term (each, an Extension Term) subject to the requirements set forth in the Ground Lease (Expiration Date), unless earlier terminated as provided herein.

5. The Ground Lease restricts Tenant from assigning the Ground Lease, or its interest therein, or subletting without Landlord's prior written consent in most circumstances.

6. The Parties hereto agree that this Memorandum of Ground Lease may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the parties hereto, notwithstanding all of the parties are not signatory to the original or the same counterparts. For all purposes, including, without limitation, recordation, filing and delivery of this Memorandum of Ground Lease, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
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IN WITNESS WHEREOF, upon the day and year first herein above written, the Parties have executed this Memorandum of Ground Lease, personally or by officers or agents thereunto duly authorized.

LANDLORD:

CITY OF FRESNO,
a municipal corporation

B y :

Georgeanne A. White
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

B y :

Tracy N. Parvanian
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

TENANT :
3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner
By: Corporation for Better Housing, a
California nonprofit public benefit
corporation, its manager

By: _________________________
Name: Lori Koester

Title: Executive Director
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)

By: Integrated Community Development,
LLC,
a California limited liability company,
its administrative general partner

By: ____________________________

Name: Benjamin Lingo

Title: Member
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)

Attachments:

EXHIBIT A – Legal Description of Subject Property

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EXHIBIT A

LEGAL DESCRIPTION OF THE SUBJECT PROPERTY

A portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

BEGINNING at the intersection of the southerly right-of-way line of East Cesar Chavez Boulevard (formally Ventura Avenue) and the westerly right-of-way line of South Eighth Street (formally Jefferson Avenue), as said streets are shown on said “Plat of Lincoln Hill Addition”, said point also being the northeasterly corner of Lot 13, Block 2; Thence, along the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue), South 00°00’00” East, 490.40 feet to the intersection of the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue) with the northerly right-of-way line of East El Monte Way (formerly Burness Avenue) as said streets are shown on said “Map of Kenmore Park”, said point also being the southeasterly corner of said Lot 7, Block 8; Thence, along said northerly right-of-way line of East El Monte Way (formerly Burness Avenue), North 90°00’00” West, 150.00 feet to intersection of northerly right-of-way line of said East El Monte Way (formerly Burness Avenue) with the easterly right-of-way line of a 20-foot wide Alley as said streets are shown on said “Map of Kenmore Park”, said point also being the southwesterly corner of said Lot 7, Block 8; Thence along the easterly right-of-way line of said Alley, North 00°00’00” West, 490.40 feet to the southerly right of- way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), as said street is shown on said “Plat of Lincoln Hill Addition”; Thence, along the southerly right-of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), North 90°00’00” East, 150.00 feet to the POINT OF BEGINNING
Containing an area of 73,560 square feet, more or less.

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Schedule 1

1. Leasehold Mortgages.

(a) General Provisions. At all times during the Term, Tenant shall have the right to mortgage, pledge, deed in trust, assign rents, issues and profits and/or collaterally (or absolutely for purposes of security if required by any lender) assign its interest in this Lease, or otherwise encumber this Lease, and/or the interest of Tenant hereunder, in whole or in part, and any interests or rights appurtenant to this Lease, and to assign or pledge the same as security for any debt (the holder of any such mortgage, pledge or other encumbrance, and the beneficiary of any such deed of trust being hereafter referred to as “Mortgagee” and the mortgage, pledge, deed of trust or other instrument hereafter referred to as “Mortgage”), upon and subject to the covenants, conditions and restrictions set forth in this Lease, and to all rights of Landlord thereunder, none of which covenants, conditions and restrictions is or shall be waived by Landlord by reason of the giving of such Mortgage.

This Lease shall not be terminated or canceled on account of any Default or Event of Default by Tenant in the performance of the terms, covenants or conditions hereof unt il Landlord shall have complied with the provisions of this Schedule 1 as to the Mortgagee’s rights to cure and to obtain a new lease. Landlord hereby acknowledges and agrees to the encumbrance of that certain Construction and Permanent Leasehold Trust Deed with Assignment of Rents, Security Agreement and Fixture Filing executed by Tenant in favor of the [______________], which beneficial interest is assigned to [________________] (the "Senior Mortgage"), which Senior Mortgage encumbers, among other things, Tenant's leasehold interests in the Subject Property pursuant to this Lease. As used herein, “Senior Mortgagee” means the holder of the beneficial interest of the Senior Mortgage (i.e. Zions Bancorporation, N.A. dba California Bank & Trust).

(b) Consent of Mortgagee Required. No cancellation, surrender, termination, or modification of this Lease shall be effective without the written consent of the holder of any Mortgage. Notwithstanding anything to the contrary set forth herein, Landlord will not cancel, accept a surrender of, terminate, amend or modify this Lease without the prior consent in writing of each Mortgagee, which consent shall not be unreasonably withheld by each Mortgagee with respect to amendments or modifications of this Lease. .

2. Rights and Obligations of Leasehold Mortgagees.

(a) No Cancellation. Landlord will not cancel, accept a surrender of, terminate, amend or modify this Lease without the prior consent in writing of each Mortgagee, which consent shall not be unreasonably withheld by each Mortgagee with respect to amendments or modifications of this Lease. .

(b) Notice of Defaults. Landlord agrees to provide each Mortgagee with written notice of all defaults within ten (10) calendar days, Defaults and Events of Default by Tenant under the Lease and to provide each Mortgagee copies of all notices and

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demands delivered by Landlord to Tenant (an “Initial Default Notice”). Any Initial Default Notice under the Lease shall not be effective unless and until such notice has been delivered to each Mortgagee in accordance with the notice provisions of this Agreement.

Any Initial Default Notice given by Landlord under the Lease must describe the default(s) with reasonable detail. Each Mortgagee shall have the right to cure any breach or default under this Lease within the time periods given below (provided that in the event that the Landlord receives competing or conflicting offers from Mortgagees to cure any such breach or default, the Landlord shall accept the offers to cure in the following order: first, the Senior Mortgagee, then each other Mortgagee in the same relative priority as their respective liens).

The notice address for the Senior Mortgagee is as follows (provided that Senior Mortgagee may revise or update its notice address in writing to Landlord at any time):

Zions Bancorporation, N.A. dba
California Bank & Trust
Community Reinvestment Department/Affordable Housing
707 Wilshire Boulevard
Suite 5700
Los Angeles, CA 90071
Attention: Mark Wolf

3. Mortgagee’s Cure Rights.

(a) Notice and Cure. If any Default or Event of Default is not timely cured after delivery of an Initial Default Notice and after the expiration of any applicable period of cure given to Tenant under the Lease, Landlord shall deliver an additional notice (“Mortgagee’s Notice”) to Mortgagee specifying the default and stating that Tenant’s period of cure has expired. So long as Mortgagee actively pursues a cure in good faith, Mortgagee shall thereupon have the additional periods of time to cure any uncured default, as set forth below, without payment of default charges, fees, late charges or interest that might otherwise be payable by Tenant. Landlord shall not terminate the Lease or exercise its other remedies under the Lease if:

(i) Within 90 days after Mortgagee’s receipt of the Mortgagee’s Notice, Mortgagee (i) cures the Default or Event of Default, or (ii) if the Default or Event of Default reasonably requires more than 90 days to cure, commences to cure said Default or Event of Default and diligently prosecutes the same to completion; or

(ii) Mortgagee reasonably concludes that the Default or Event of Default cannot be cured by payment or expenditure of money or without possession of the Subject Property or otherwise, Mortgagee initiates foreclosure or other appropriate proceedings within 90 days after receipt of the Mortgagee’s Notice, cures all other defaults capable of cure, complies with all other covenants and conditions of the Lease reasonably capable of compliance, and continues to pay all rents, real

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property taxes and assessments, and insurance premiums to be paid by Tenant under the Lease.

(b) Landlord agrees to accept performance by Mortgagee of all cures, conditions and covenants as though performed by Tenant, and agrees to permit Mortgagee access to the Subject Property to take all such actions as may be necessary or useful to perform any condition or covenants of the Lease or to cure any default of Tenant.

(c) If Mortgagee elects any of the above-mentioned options, then upon Mortgagee’s (or its designee) acquisition of the Lease by foreclosure, whether by power of sale or otherwise or by deed or assignment in lieu of foreclosure or obtains a New Lease pursuant to the provisions of Section 4 of this Schedule 1, then Mortgagee, its designee or a purchaser at a foreclosure sale or assignee of such New Lease (“Successor Tenant”) shall succeed to the interest of Tenant hereunder and all rights of Tenant hereunder, provided that such Successor Tenant shall not be required to cure any monetary or operational defaults of Tenant hereunder that first occurred or accrued prior to the date such Successor Tenant obtained possession of the Subject Property and shall not be liable for any Rent or other amounts due Landlord hereunder from Tenant that first accrued prior to the date of such possession. During the time that Successor Tenant is the Tenant under this Lease, Successor Tenant shall remain subject to all obligations or conditions set forth in this Lease that are continuing in nature and run with the Lease or Property, including but not limited to the affordability restrictions set forth herein.

4. New Lease. In the event the Lease is terminated for any reason prior to the end of the Lease Term, including, without limitation, a termination or rejection of the Lease through any bankruptcy proceeding, Landlord shall enter into a new lease (“New Lease”) with Mortgagee or Mortgagee’s nominee or purchaser at a foreclosure sale covering the Subject Property provided, however, that such Mortgagee shall, as a condition precedent to the Landlord’s execution of the New Lease, pay to Landlord any delinquent rent or other delinquent amount payable by Tenant to Landlord under the Lease, and provided that Mortgagee or a purchaser at a foreclosure sale requests such New Lease by written notice to Landlord within ninety (90) days after written notice by Landlord of termination of the Lease. The New Lease shall be for the remainder of the Term, effective at the date of such termination, and shall include all the rents and covenants, agreements, conditions, provisions, restrictions and limitations contained in the Lease, together with provisions legally required at the time of execution with lien priorities equivalent to those set forth in this Lease. In connection with a New Lease, Landlord shall assign to Mortgagee or its nominee all of Landlord’s interest in all existing subleases of all or any part of the Subject Property and all attornment given by the sublessees. Landlord shall not terminate or agree to terminate any sublease or enter into any new lease or sublease for all or any portion of the Subject Property without Mortgagee’s prior written consent, unless Mortgagee fails to deliver its

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request for a New Lease under this Section. In connection with any such New Lease, Landlord shall, by grant deed, convey to Mortgagee or its nominee title to the Improvements, if any, which become vested in Landlord as a result of termination of the Lease. Landlord shall allow to the tenant under the New Lease a credit against rent equal to the net income derived by Landlord from the Subject Property during the period from the date of termination of the Lease until the date of execution of the New Lease under this Section.

5. Security Deposits. Mortgagee or any other purchaser at a foreclosure sale of the Mortgage (or Mortgagee or its nominee if one of them enters into a New Lease with Landlord) shall succeed to all the interest of Tenant in any security or other deposits or other impound payments paid by Tenant to Landlord.

6. Permitted Delays. If any Mortgagee is prohibited, stayed or enjoined by any bankruptcy, insolvency or other judicial proceedings involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that any Mortgagee shall have fully cured any Event of Default in the payment of any monetary obligations of Tenant to Landlord under this Lease and shall continue to pay currently such monetary obligations when the same fall due (subject to the cure rights herein provided).

7. Defaults Deemed Cured; Limitation of Liability. On transfer of the Lease at any foreclosure sale under the Mortgage or by deed or assignment in lieu of foreclosure or upon the issuance of a New Lease, any or all defaults under the Lease shall be deemed cured. In addition, the liability of any Successor Tenant under this Lease shall be limited to such Successor Tenant’s interest in the Subject Property and no Successor Tenant shall have any personal liability for the breach of any provision of this Lease.

8. Anything herein contained to the contrary notwithstanding, the provisions of this Schedule 1 shall inure only to the benefit of the holders of Mortgages. If the holders of more than one such Mortgage shall make written requests for a New Lease upon Landlord in accordance with this Lease, the request of Senior Mortgagee shall have priority, and thereupon the written requests for a new lease of each holder of a Mortgage junior in lien to the Senior Mortgage shall be and be deemed to be void and of no force or effect.

9. Landlord’s Forbearance and Right to Cure Defaults on Leasehold Mortgages.

(a) Notice. Landlord will give to each Mortgagee, at such address as is specified by the Mortgagee in this Schedule 1, a copy of each notice or other communication with respect to any claim that Default and/or Event of Default exists, or is about to exist, from Landlord to Tenant hereunder at the time of giving such notice or communication to Tenant, and Landlord will give to each Mortgagee

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a copy of each notice of any rejection of this Lease by any trustee in bankruptcy of Tenant. Landlord will not exercise any right, power or remedy with respect to any Default or Event of Default hereunder, and no notice to Tenant of any such Default or Event of Default and no termination of this Lease in connection therewith shall be effective, unless Landlord has given to each Mortgagee written notice or a copy of its notice to Tenant of such Default or Event of Default or any such termination, as the case may be.

(b) Mortgagee’s Transferees, Etc. In the event the leasehold estate hereunder shall be acquired by foreclosure, trustee’s sale or deed or assignment in lieu of foreclosure of a Mortgage (which, for the avoidance of doubt, may occur without the consent of Landlord), or pursuant to a New Lease, the Successor Tenant or the transferee and its successors as holders of the leasehold estate hereunder shall not be liable for any rent, if any, or other obligations accruing prior to their acquisition of the Tenant’s interest hereunder, or after its or their subsequent sale or transfer of such leasehold estate, and the Successor Tenant and its successors shall be entitled to transfer such estate or interest without consent or approval of Landlord.

Additionally, no Mortgagee shall be or become liable to the Landlord as an assignee of this Lease or otherwise unless it (a) acquires Tenant's leasehold estate under this Lease, or (b) expressly assumes by written instrument executed by the Landlord and such Mortgagee such liab ility (and in either such event such Mortgagee's liability shall be limited to (i) the period of time during which it is the owner of Tenant's leasehold estate created hereby and (ii) such Mortgagee's interest as tenant under the Lease).

10. Landlord Cooperation. Landlord covenants and agrees that it will act and fully cooperate with Tenant in connection with Tenant’s right to grant leasehold mortgages as hereinabove provided. At the request of Tenant or any proposed or existing Mortgagee, Landlord shall promptly execute and deliver (i) any documents or instruments reasonably requested to evidence, acknowledge and/or perfect the rights of Mortgagees as herein provided, and (ii) an estoppel certificate certifying the status of this Lease and Tenant’s interest herein and such matters as are reasonably requested by Tenant or such Mortgagees. Such estoppel certificate shall include, but not be limited to, certification by Landlord that (a) this Lease is unmodified and in full force and effect (or, if modified, state the nature of such modification and certify that this Lease, as so modified, is in full force and effect), (b) all rents currently due under the Lease have been paid, (c) there are not, to Landlord’s knowledge, any uncured Events of Default on the part of Tenant under the Lease or facts, acts or omissions which with the giving of notice or passing of time, or both, would constitute a Default or Event of Default. Any such estoppel certificate may be conclusively relied upon by any proposed or existing leasehold Mortgagee or assignee of Tenant’s interest in this Lease.

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11. Claims. Landlord and Tenant shall deliver to each Mortgagee notice of any litigation or arbitration proceedings between the parties or involving the Subject Property or the Lease. Each Mortgagee (in the order of their relative priority) shall have the right, at its option, to intervene and become a party to any such proceedings. If a Mortgagee elects not to intervene or become a party, Landlord shall deliver to such Mortgagee prompt notice of and a copy of any award, decision or settlement agreement made in connection with any such proceeding.

12. Further Amendments. Landlord and Tenant shall cooperate in including in the Lease by suitable amendment from time to time any provision which may be reasonably requested by any proposed Mortgagee for the purpose of implementing the mortgagee protection provisions contained in this Lease and allowing that Mortgagee reasonable means to protect or preserve the lien of its Mortgage upon the occurrence of a default under the terms of the Lease. Landlord and Tenant each agree to execute and deliver (and to acknowledge for recording purposes, if necessary) any agreement required to effect any such amendment so long as it does not interfere with Landlord’s title or interest in the Subject Property.

13. Condemnation or Casualty. In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a “ Taking”); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively, a “ Casualty”), at any time or times when the Senior Mortgage remains a lien on the Property the following provisions shall apply:

Landlord hereby agrees that its rights to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the Senior Lender’s rights under the Senior Mortgage and the loan documents which are secured by the Senior Mortgage (collectively, the “Senior Loan Documents”), and the Landlord shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the Senior Mortgagee; provided, however, this subsection and/or anything contained in this Lease shall not limit the rights of the Landlord to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Taking and/or Casualty; and
all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the loan secured by the Senior Mortgage) in the manner determined by the Senior Mortgagee in its sole discretion; provided, however, that if the Senior Mortgagee elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan Documents, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan Documents shall be paid to, and may be applied by, the Landlord.

60264870.1

Recorded at the Request of
and When Recorded Return to:

City of Fresno
City Clerk’s Of f ice
2600 Fresno Street, Room 2133
Fresno, CA 93721-3603

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

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

ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED AFFORDABLE

HOUSING AGREEMENT AND RELATED DOCUMENTS

by and between

CITY OF FRESNO,
a California municipal corporation

and

CORPORATION FOR BETTER HOUSING,
a California nonprofit public benefit corporation

and

3720 E. VENTURA AVE., L.P.,
a California limited partnership

regarding

Ventura Family Apartments
(a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T)

60264870.1

ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING AGREEMENT AND

RELATED DOCUMENTS

This Assignment and Assumption of the Amended and Restated Affordable Housing Agreement and Related Documents (Assignment or Agreement) is entered into on ______________, 2026, (Effective Date) by and between the City of Fresno, a California municipal corporation (City), Corporation for Better Housing, a California nonprofit public benefit corporation (Assignor), and 3720 E. Ventura Ave., L.P., a California Limited Partnership (Assignee), collectively referred to as (the Parties).

RECITALS
A. WHEREAS, the City and Assignor are parties to: (i) that certain Amen ded and Restated Affordable Housing Agreement executed by the City and Assignor dated __________, (the AHA), (ii) that certain Regulatory Agreement executed by the City and Assignor dated ______, (iii) that certain Notice of Affor dability Restrictions executed by the City and Assignor dated _________, and (iv) that certain Memorandum of Affordable Housing Agreement executed by the City and Assignor dated _______ (collectively, the “AHA and Related Documents”); for the purpose of the multifamily new construction development on a portion of previous APN: 470-052-02T and a portion of previous 470-052- 03T APN: (Property) with up to 54 units of affordable rental housing.

B. WHEREAS, Assignor hereby desires to assign to Assignee all of its obligations under and rights, title and interest in and to the AHA and Related Documents and the Assignee hereby desires to accept and assume such assignment including all Assignee’s obligations under and rights, title and interest in and to the AHA and Related Documents.

C. WHEREAS, the City desires to consent to such assignment and assumption of the AHA and Related Documents.

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:

AGREEMENT

1. Assignment and Assumption of AHA and Related Documents. From and after the Effective Date, Assignor hereby assigns and transfers to Assignee all of Assignor’s rights, title, interest, obligations, duties, and responsibilities under the AHA and Related Documents.

Assignee hereby assumes and accepts Assignor’s rights, title, interest, obligations, duties and responsibilities under the AHA and Related Documents. Any reference to “DEVELOPER” or “BORROWER” in the AHA and the Related Documents shall apply to Assignee. Assignee shall have no greater rights than Assignor under the AHA and Related Documents.

2. City’s Consent to Assignment and Assumption. The City hereby consents to Assignor’s assignment, and the Assignee’s assumption of all of Assignor’s rights, interests, obligations, duties, and responsibilities under the AHA and Related Documents and further consents to Assignor’s selling, conveying, transferring, alienating, or otherwise disposing of the Project and Property (as defined in the AHA) to Assignee.

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3. Representations. Assignor hereby represents and warrants that it has not previously assigned, pledged, or hypothecated or otherwise transferred any of its rights under the AHA and Related Documents.

4. Notice. All correspondence and notices given or required to be given to the Assignor under the AHA and Related Documents, from and after the Effective Date, shall be provided to the Assignee and shall be addressed as follows:

Assignee: 3720 E. VENTURA AVE., L.P.

Address: 20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

Telephone:

5. Successors and Assigns. This Agreement applies to, inures to the benefit of, and binds all parties hereto and their respective successors and assigns.

6. Counterparts. This Agreement may be executed in multiple counterparts, all of which, when taken together, shall be deemed an original upon execution.

7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

8. Further Assurances. Each party shall, at its own cost and expense, execute and deliver any such further documents and instruments and shall take such other actions as may be reasonably necessary to carry out this Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption Agreement in Fresno, California, as of the Effective Date.

ASSIGNOR:

Corporation for Better Housing,
a California nonprofit public benefit
corporation

By:

Name: Lori Koester

Title: Executive Director
(If corporation or LLC., Board
Chair, Pres. or Vice Pres.)
(Attach notary certificate of acknowledgment)

By:

Name:

Title:
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
(Attach notary certificate of acknowledgment)

ASSIGNEE:

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC, a California limited
liability company, its managing general partner

By: Corporation for Better Housing, a California
nonprofit public benefit corporation, its
manager

By: _________________________

Name: Lori Koester

Title: Executive Director
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: _________________________

Name: Benjamin Lingo

Title: Member
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)

60264870.1
WITH THE CONSENT OF THE CITY :

CITY OF FRESNO,
a California municipal corporation

By:

Georgeanne A. White, City Manager
(Attach notary certificate of acknowledgment)

Date:

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Name Date
Deputy Clerk

Address for notice to the City:

City of Fresno
Planning and Development Department
Attn: Phil Skei, Assistant Director
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

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60264866.1

Recorded at the Request of
and When Recorded Return to:

City of Fresno
City Clerk’s Of f ice
2600 Fresno Street, Room 2133
Fresno, CA 93721-3603

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

This LHTF 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

LOCAL HOUSING TRUST FUND

AGREEMENT

by and between

CITY OF FRESNO,
a municipal corporation

and

3720 E. VENTURA AVE., L.P.,
a California limited partnership

regarding

Ventura Family Apartments
Southwest corner of South Eighth Street and Ventura Avenue (a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T)

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60264866.1

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 LHTF FUNDS.....................................................................17 ARTICLE 7. CONSTRUCTION OF THE PROJECT .................................................................19 ARTICLE 8. OPERATIONS OF THE PROJECT .......................................................................25 ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS ....................................................27 ARTICLE 10. DEFAULT AND REMEDIES. ................................................................................32 ARTICLE 11. GENERAL PROVISIONS......................................................................................34

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LOCAL HOUSING TRUST FUND AGREEMENT

This Local Housing Trust Fund Agreement (Agreement) is entered into on ______________, 2026, (Effective Date) by and between the City of Fresno, a municipal corporation, (CITY), and 3720 E. Ventura Ave., L.P., a California limited partnership (hereinafter referred to as DEVELOPER).

RECITALS
A. WHEREAS, the CITY has received a Local Housing Trust Fund (LHTF) award from the California Department of Housing and Community Development (HCD) through the HCD’s LHTF program created by AB 1891 of 2002 (Diaz) and funded under the Veterans and Affordable Housing Bond Act of 2018 (Proposition 1), adopted by voters on November 6, 2018 (Proposition 1).

B. WHEREAS, the CITY has elected to use the LHTF allocation to provide construction loans and/or permanent financing loans to pay for property entitlement, environmental clearance, predevelopment costs, and other costs associated with the construction of affordable rental housing projects.

C. WHEREAS, the Project, as defined below, serves the intent of the LHTF Program by serving households that meet the qualifications of the HCD’s income restrictions of households with average incomes of no more than 60% Area Median Income (AMI).

D. WHEREAS, to advance the supply of affor dable rental housing within the City of Fresno, the CITY desires, among other things, to encourage investment in the affordable rental housing market.

E. WHEREAS, the DEVELOPER desires to act as the leasehold owner/devel oper exercising effective project control, as to the development, construction, and operation of the Property with 54 affordable housing units (Project), of which 19 units will be LHTF-Assisted Units preserved as Low Income affordable rental housing, as defined by the LHTF Program, and related onsite and offsite improvements as more particularly described in EXHIBIT “B” – Project Description and Schedule, incorporated herein.

F. WHEREAS, the Project will be constructed upon LHTF-eligible Pr operty located South of Ventura Avenue, between Seventh Street and Eighth Street, Fresno, CA 93726 (Property), more particularly described in Exhibit "A” – Property Description attached hereto.

G. WHEREAS, to further its goal to increase the supply of affordable housing within the City of Fresno, the CITY desires to assist the DEVELOPER by providing a Five Million Dollar ($5, 000,000.00) residual receipts LHTF Program Loan to the Project at 3% simple interest for a period of 55-years (Loan) for the LHTF Project Property, eligible soft and hard construction 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 covenants attached as Exhibit “D” – Exemplar Declaration of Restriction, and Exemplar Promissory Note attached as Exhibit “F” –upon the terms and conditions in this Agreement.

H. WHEREAS, the CITY has determined that the proposed Project is exempt from the California Environmental Act (CEQA) Guidelines pursuant to Section 15332/Class 32.

I. WHEREAS, the CITY has determined that this Agreement is in the best interest

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of, and will materially contribute to, the Housing Element of the General Plan. Further, the CITY has found that the Project: (i) will have a positive influence in the neighbor hood 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 Extremely Low- to Low-Income Housing available at an affordable cost to Extremely Low- to Low-Income households, as defined hereunder, (v) planning and administrative expenses incurred in pursuit hereof are necessary for the production, improvement, or preservation of Extremely Low- to Low-Income Housing, and (vi) will comply with any and all owner participation rules and criteria applicable thereto; and J. WHEREAS, the CITY and DEVELOPER have determined that the Project’s LHTF-Assisted Units constitute routine programmatic/grantee lender activities utilizing available and allocated program/grantee funding, outside the reach of the California Constitution Article XXXIV and enabling legislation; and K. WHEREAS, the parties acknowl edge and agree that the obligations and liabilities of the DEVELOPER hereu nder shall be joint and several unless and except to any extent expressly provided otherwise; and
L. WHEREAS, on January 10, 2025, the Board of the Corporation for Better Housing, a California nonprofit public benefit corporation, the sponsor and the manager of the managing general partner of the DEVELOPER, reviewed and approved the development of the Project and LHTF 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 ADA means the Americans with Disabilities Act of 1990, as most recently amended.

1.2 Affirmative 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 LHTF- Assisted Units proposed for construction on the eligible Property, as hereinafter defined.

1.3 Affordability Period means the minimum period of 55-years commencing from the date of recordation of the Notice of Completion in the Official Records.

1.4 Budget means the Budget for the development of the Project, as may be amended upon the approval of the CITY’s Housing Finance Division Manager, provided any increase in LHTF Funds hereunder requires City Council Approval, attached hereto as EXHIBIT “C”.

1.5 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 construction related covenants for the purposes of the Agreement.

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1.6 CFR means the Code of Federal Regulations.

1.7 Commencement of Construction means the time the DEVELOPER or the DEVELOPER’s construction contractor begins substantial physical work on the Pr operty, 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.

1.8 Completion Date means the date the City issues a recorded Certificate of Completion for the Project. The Completion of the Project is identified in EXHIBIT “B”.

1.9 Debt Service means payments made in a calendar year pursuant to the financing obtained for the acquisition, construction, operation and/or ownership of the Project, but excluding residual receipts payments made pursuant to the Note.

1.10 Declaration of Restrictions means the Declaration of Restrictions in a substantially similar form attached hereto as EXHIBIT “D”, which contains the affordability covenants and requirements 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 within 30 days of the effective date of this Agreement.

1.12 Deed 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 TICOR Title Company, and recorded against the Property to ensure the 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 shall be subordinated to Project lenders per the Budget attached as EXHIBIT “C”. The terms of any such Deed of Trust are hereby incorporated into this Agreement by this reference.

1.13 Eligible Costs means the LHTF eligible hard and soft construction costs funded by the Loan and incurred by the Developer and expended from the Effective Date of this Agreement through December 31, 2027, consistent with the Project Budget attached as EXHIBIT “C”, allowable under LHTF regulations. However, any costs incurred in connection with any activity that is determined to be ineligible under the LHTF by the CITY shall not constitute Eligible Costs.

1.14 Event of Default shall have the meaning assigned to such term under Section

10.1 hereunder.

1.15 Extremely Low-Income means Households whose annual income does not exceed Health and Safety Code (HSC) Section 50079.5, which is a maximum of 30% of the area median income (AMI) for Fresno, California as outlined on the State of California’s website.

1.16 Family has the same meaning given that term in 24 CFR 5.403.

1.17 Funds or LHTF Funds means the State of California monies consisting of the Loan, in an amount not to exceed the sum of Five Million Dollars ($5,000,000.00) to be used for Eligible Costs.

1.18 Funding Sources means the CITY’s LHTF Funds, conventional construction loan, State of California Local Housing Trust funds, Housing Relinquished Fund Corporation loan, accrued interest on soft loans, Low Income-Housing Tax Credit Equity, and any other

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funds that may become available to the Project.

1.19 Ground Lease means a long-term agreement where City will rent the Property to Developer for $1 per year.

1.20 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.

1.21 Household means persons occupying the LHTF-Assisted Units within the Project.

1.22 HUD means the United States D epartment of Housing and Urban Development.

1.23 LHTF-Assisted Units means 19 of the 54 housing units to be constructed on the Property and preserved as affordable housing for the duration of the 55-year Affordability Period.

1.24 Loan means the Project Loan of LHTF Funds provided under a City-issued Notice of Funding Availability and on a City LHTF Program application, in the total amount not to exceed Five M illion Dollars ($5,000,000.00) m ade available by the CITY to the Developer 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”.

1.25 Loan Documents are 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.

1.26 Low Income Household means Households whose gross income does not exceed HSC Section 50079.5 which is a maximum of 60% of area median income (AMI) of the median income for Fresno, California as outlined on the State of California’s website.

1.27 Note means that certain Five Million Dollars ($5, 000,000.00) LHTF Loan Note given by the DEVELOPER as promisor, in favor of the CITY as promisee, evidencing the Loan and performance of the affordab ility and other covenants and restrictions set forth in this Agreement, secured by the Deed of Trust as no worse than 4th 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.

1.28 Operating Expenses means actual, reasonable and customary (for comparable

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quality, construction of rental housing in Fresno County) costs, fees and expenses directly incurred, paid and attributable to the operation, maintenance and 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 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 of operating loans including any and all deferred contractor’s fees per the Budget, made to the DEVELOPER, its successors or assigns, and other actual operating costs and capital costs which are incurred and paid by the DEVELOPER, but which are not paid from reserve accounts.

1.29 Project means the construction of the Ventura Family Apartments, an affordable rental housing project as described in Exhibit “B” and located at Ventura Avenue and Seventh Street.

1.30 Project Schedule means the schedule for commencement and completion of the Project included in EXHIBIT “B”.

1.31 Project Units means the construction of 54 affordable rental units of which 19 units shall be preserved as affordable LHTF-Assisted Units, and one will be an on-site manager’s unit.

1.32 Property means the property located on Ventura Avenue between Seventh and Eighth Street, Fresno CA (a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T), as more specifically described in the EXHIBIT “A” - Property Description.

1.33 Rent means the total monthly payment a tenant pays for a LHTF-Assisted Unit including the following: use and occupancy of the unit and land and associated facilities, including parking, provided by the D EVELOPER (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 ut ilities paid by the tenants (including garb age 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 DEVELOPER.

1.34 Senior Financing means the financing for the Project set forth on the Budget and Finance Plan which shall be senior to the LHTF Loan.

1.35 Senior Lender means lenders providing the Senior Financing for the Project.

1.36 U.S. Department of Treasury means the United States Department of Treasury.

ARTICLE 2. TERMS OF THE LOAN

2.1 Loan of LHTF Funds. The CITY agrees to provide a loan of LHTF Funds to the DEVELOPER, in an amount not to exceed Five Million Dollars ($5,000,000.00), all under the terms and conditions provided in this Agreement. The LHTF Funds shall be used for payment of Eligible Costs.

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2.2 Loan Documents. The D EVELOPER shall execute and deliver the Loan Documents including the Promissory Note to the CITY, and notarized Deed of Trust to Commonwealth Title Company for recordation against the Property, as provided for in this Agreement.

2.3 Term of Agreement. This Agreement is effective upon the date of full execution 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 55-year Affordab ility 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, the CITY agrees to record a Notice of Cancellation regarding this Agreement upon the written request of the DEVELOPER.

2.4 Loan 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 Incorporation of Documents. If applicable, the DEVELOPER’s LHTF application, the CITY Council approved Minutes approving this Agreement, the Loan Documents, the LHTF regulations 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/procured by the parties and reviewed by each of them prior to execution hereof.

2.6 Covenants 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 the LHTF Statutes and Program Guidelines, as such may be amended from time to time.

2.7 Subordination. This Agreement, Declaration of Restrictions, and Deed of Trust may be subordinated to certain approved financing (in each case, a “Senior Lende r”), to no worse than 4th 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 construction financing for the Project consistent with an approved financing plan; (b) 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.

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

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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, is 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 No 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 D EVELOPER’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 No Conflict of Interest. The DEVELOPER represents and warrants to the CITY as of the date hereof that 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 No Legal Bar. The D EVELOPER 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 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 D EVELOPER, do not violate any existing federal, State, or local laws of regulations.

3.6 No Litigation 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 Assurance 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

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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
The DEVELOPER, for itself and its development team covenants and warrants that:

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 construction of the Project so that it meets the applicable accessibility requirements, including, but not limited to, the following:

A. At least 5% of the Project Units, or at least four units, whichever is greater, must be constructed to be accessible for persons with mobility disabilities.

An additional 2% of the Project Units, or at least two units, whichever is greater, must be accessible for persons with hearing or visual disabilities. These units must be constructed 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 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.
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 provi ded.
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 Disab ility Act of 1990 (ADA) as it relates to the required accessibility of public and common use area of the Project.

D. The design and construction requirements as required by the CITY’s Universal Design Ordinance pursuant to Fresno Municipal Code 11-110, including, but not limited to the following requirements:
i. No step accessible entryway;
ii. All interior doorways and passageways at least 32 inches wide;

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iii. One downstairs “flex room” and accessible bathroom with reinforcements for grab bars;
iv. Six square feet of accessible kitchen counter space; and v. Hallways at least 42 inches wide.

4.2 Affirmative Marketing. 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 LHTF-Assisted Units. The DEVELOPER shall maintain records of actions taken to affirmatively market units constructed in the future, and to assess the results of these actions.

4.3 Availability of LHTF Funds. The DEVELOPER understands and agrees that the availability of LHTF Funds is subject to the control of the Department of the Treasury, or other State 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 said Funds, the CITY shall not provide said Funds unless and until they are made available for payment to the CITY by the Department of the Treasury and the CITY receives and allocates said Funds. No other funds owned or 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 the LHTF Statutes and Program Guidelines, upon any uncured default by the DEVELOPER within the meaning of Article 10.1 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 Conflict of Interest. The DEVELOPER warrants, covenants and agrees that it shall comply with the Conflict-of-Interest requirements including, without limitation, that no officer, employee, agent, or consultant of the D EVELOPER may occupy a Project Unit. The DEVELOPER understands and acknowl edges 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 year thereafter.

4.6 Construction Standards. The DEVELOPER shall cause construction of the proposed Project Units assisted under this Agreement to be performed in compliance with all applicable local codes, ordinances, and zoning requirements in effect at the time of issuance of CITY building permits.

4.7 Covenants 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, provi ded, 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

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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 herein directly benefit the land by:
(a) enhancing and increasing the enjoyment and ownership of the proposed Project by certain Extremely Low- to Low-Income Households, and (b) making possible the obtaining of advantageous financing for the construction of the Project.

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 19 LHTF-Assisted Units to be rented as affordable housing for Extremely Low- to Low-Income 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 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, indivi duals, businesses, nonprofit organizations, and farms) at the Property located South of Ventura Avenue between Seventh and Eighth Street, Fresno CA (a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T), if applicable. The Developer shall be solely responsible for payment of any relocation

benefits to any displaced persons and any other obligations associated with complying with the States relocation laws, if applicable.

4.9 Initial and Annual Income Certification and Reporting. The DEVELOPER covenants and agrees with the CITY that it shall comply with the procedures for annual income determination at 24 CFR 92.203. The D EVELOPER shall obtain, complete and maintain on file, immediately prior to initial occupancy, and annually thereafter, income certifications from the LHTF-Assisted Unit Household members. The DEVELOPER, shall make a good faith effort to verify that the income provided by an applicant or occupying Household in an income certification is accurate by taking one or more of the following steps as part of the verification process: (1) obtain a pay stub for the three most recent pay periods;

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(2) obtain an income verification form from the applicant’s current employer; (3) obtain an income verification form from the Social Security Administration and California Department of Social Services if the applicant receives assistance from either of such agencies; (4) obtain income tax return for the most recent three years; or (5) if the applicant is unemployed, obtain another form of independent verification. Copies of Household income certification and verification must be available for review and approval by the CITY. The DEVELOPER further warrants, covenants and agrees that it will c ooperate with the CITY in the CITY’s income certification/affordability monitoring activities.

4.10 Lead-Based Paint. The D EVELOPER 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 Environmental 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 l ead- 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, 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.

4.12 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 the LHTF Program, including, without limitation, 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 property standards at 24 CFR 92.251.

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

E. 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), in regard to the construction and management of the proposed Project.

F. The DEVELOPER and its contractors, subcontractors and service providers for the Project, shall comply with all applicable local, State and federal requirements concerning equal employment opportunity, including compliance with

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Executive Order (E.O.) 11246, “Equal Employment Opportunity”, as amended by E.O. 11375, (amending E .O. 11246 Relating to 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”.

G. 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”).

H. 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.

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

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

K. 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, su bpart F.

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

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

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

O. The Housing and Community Development Act of 1974.

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

Q. 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.

R. 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 period of affordability, and inclusion of VAWA lease addendum requirements.

S. DEVELOPER shall comply with br oadband infrastructure requirements for new housing and rehabilitation projects as set forth in 24 CRF 92. 251.

T. The Pet Friendly Housing Act of 2017 (HSC Section 50466)

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.

4.14 Reporting Requirements. The D EVELOPER 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 5.6. The DEVELOPER agrees to account for the expenditure of LHTF Funds using generally accepted accounting principles, which financial documentation shall be made available to the CITY and HUD upon their respective written request(s). Recipients of LHTF Funds shall comply, to the extent required by the LHTF Statutes and Program

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Guidelines, with 2 CFR Part 200, Office of Management and Budget’s (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (commonly called the ‘‘Uniform Guidance’’).

4.15 Housing Affordability. The D EVELOPER covenants and agrees with the CITY that 19 of the Project Units will be LHTF-Assisted Units and rented to Extremely Low- to Low- Income households and other requirements during the Affordab ility Period. The LHTF- Assisted Units, at a minimum, shall be rented to and occupied by, or, if vacant, available for rental and occupancy by (a) person(s) whose annual household income is no more than 60% AMI with a minimum of 30% of units to support Households with an average income of no more than 30% AMI. Developer shall comply with LHTF Program regulations, 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 includes 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 Affordab ility Period shall be revived according to its original terms. In the event the DEVELOPER fails to comply with this Section, 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 LHTF 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 LHTF assistance funding to the Project.

ARTICLE 5. PROPERTY MAINTENANCE
The DEVELOPER covenants and agrees to the following, for the entire term of the Agreement.

5.1 Adequate Repair and Maintenance. The D EVELOPER 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 man agement company for the Property if it is determined through annual pr operty monitoring that the property management company is not performing according to the terms to the property management agreement.

5.2 Affordable Rental Housing. The D EVELOPER covenants and agrees that the Project shall constitute 54 Project Units with 19 LHTF-Assisted Units for rent and preserved as “floating” Extremely Low- to Low-Income rental household as provided at 24 C.F.R.

92.252 during the entire Affordab ility 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 LHTF-Assisted Units constitute affordable housing, the CITY shall without waiver or limitation, be entitled to injunctive relief, as the DEVELOPER acknowl edges that damages are not adequate remedy at law for such breach.

5.3 Compliance with Environmental Laws. The DEVELOPER shall cause the Project Units to be in compliance with, and not to cause or permit the Project to be in violation

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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 CITY shall provide the DEVELOPER with notice with sufficient detail of the suspected default and the reason why the CITY suspects the default and the DEVELOPER shall be entitled to the opportunity to cure such violation within 30 days of the CITY’s notice..

If such cure has been undertaken by the DEVELOPER within such 30 days, but has not been completed, the CITY, in its sole discretion, may allow an additional reasonable time for the DEVELOPER to continue to cure the 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 D EVELOPER 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 proposed 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:
(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 pr operties 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, regulation, 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

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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 w age requirements. The DEVELOPER acknowl edges that the use of LHTF 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.

In the absence of existing applicable State or local code requirements and ordinances, at a minimum, 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.

5.5 Existence, 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.

5.6 Financial Statements and Audits. Annually, within 180 days following: 1) the end of fiscal year(s) in which the LHTF Funds are disbursed hereunder, and 2) the end of fiscal year(s) in which this contract 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).

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.

5.7 Inspection and Audit of Books, Records and Documents. The DEVELOPER shall account for all LHTF Funds disbursed for the Project pursuant to this Agreement. Any duly authorized representative of the CITY or the State 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 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

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books and records that accurately and fully show the date, amount, purpose and payee of all expenditures financed with LHTF Funds and to keep all invoices, receipts and other documents related to expenditures financed with LHTF Funds for not less than six 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 D EVELOPER 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 termination of this Agreement.

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

5.8 Inspection of Property. Any duly authorized representative of the CITY shall, at all reasonable times and with 72 hours’ written notice, have access and the right to inspect the Property until completion of the Project and expiration of the applicable Affordability Period, subject to the rights of the tenants.

5.9 No Other Liens. The DEVELOPER shall not create or incur, or suffer to be 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 construction loans in relation to the Project, consistent with the attached Budget, without the prior written consent of the CITY.

5.10 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 D EVELOPER 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.

5.11 Ownership. 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 Project Unit.

A. The DEVELOPER shall request CITY’s written approval of the granting of additional security interests in the Property pursuant to Section 5.9 above. The security interests related to the loans in the attached Budget have been approved by the City.

5.12 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

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or on the operation of the Project, except such obligations and liab ilities that have been disclosed to the CITY in writing and are being contested in good faith.

5.13 Report of Events of Default. The D EVELOPER shall promptly give written notice to the CITY upon becoming aware of any Event of Default under this Agreement.

ARTICLE 6. DISBURSEMENT OF LHTF FUNDS
Without waiver of limitation, the parties agree as follows, regarding LHTF Funds:

6.1 Loan Commitments and Financing Plan. The D EVELOPER shall submit its most current Finance Plan for the Project to the CITY within the time frame provided in the Project Schedule. So long as the Finance Plan is consistent with the Budget contained in EXHIBIT “C”, the CITY shall accept the Finance Plan. If the Finance Plan is not consistent with the Budget, then within 30 days after receiving the Finance Plan, the CITY, through its Planning and Development Department, Housing Finance Division, will review the Finance Plan and deliver notice to the DEVELOPER either approving or disapproving the Finance Plan in its reasonable discretion. 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. The failure of the CITY to send notice within such 30-day time period shall be deemed an approval of the Finance Plan.

6.2 Finance Plan Content. The Finance Plan shall contain all Project pre- construction and post-construction, and permanent loans or letters of intent 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 construction 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 construction Bu dget.

6.3 Use of LHTF Funds. The DEVELOPER warrants, covenants and agrees that it shall request LHTF Funds only for reimbursement of Eligible Costs incurred as identified in the attached Budget, attached hereto as EXHIBIT “C”, including costs allowable under the LHTF, not aggregating to more than the CITY’s obligations and shall in no event exceed the LHTF amount specified in this Agreement.

A. If any such Funds shall be determined to have been requested and/or used by the DEVELOPER for costs other than for Eligible 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 LHTF Funds are requested to reimburse Eligible Costs which subsequently lose eligibility as Eligible Costs, the DEVELOPER shall immediately return such LHTF Funds to the CITY.

C. The CITY will disburse LHTF Funds to the DEVELOPER through proper invoicing for Eligible Costs of the LHTF-Assisted 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 LHTF Funds unless the following conditions are satisfied:

A. Prior to execution of this Agreement by the CITY, DEVELOPER has

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permitted CITY staff to conduct a risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this risk assessment may result in the City terminating this Agreement in accordance with Section 4.4. Additionally, the DEVELOPER’s failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this agreement may result in the City terminating this Agreement in accordance with Section 4.4.

B. 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.

C. The DEVELOPER has received and delivered to the CITY firm commitments of, or Agreements for, sufficient funds to finance the Project. “Sufficient Funds” shall mean funds available to the Developer to fully fund and construct the Project.

D. The CITY has approved the requested reimbursement of Eligible Costs.

E. The DEVELOPER has obtained insurance cover age and delivered to the CITY evidence of insurance as required in Article 9.

F. The DEVELOPER is current with its compliance of r eporting requirements set forth in this Agreement.

G. The DEVELOPER has provi ded the CITY with a written request for LHTF Funds (provided by the CITY), for reimbursement of Eligible Costs, and detailing such Eligible Costs applicable to the request.

H. The CITY has received certification required by Section 6.6 of this Agreement.

I. The CITY has received and continues to have the right to disburse LHTF Funds.

6.5 Requests for Reimbursement of LHTF Funds. The DEVELOPER shall request that the CITY reimburse funds for Eligible Costs using the CITY’s Request for Disbursement of Funds form. The DEVELOPER shall only request a maximum of Five Million Dollars ($5,000,000.00) in LHTF assistance for the LHTF-Assisted Units. All requests should provide in detail such Eligible Costs applicable to the request. All requests for LHTF Fund reimbursement 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.

B. The DEVELOPER has carried out all of 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

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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. The disbursement of Funds shall be used solely for reimbursement of Eligible Costs 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 construction of the Project.

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

ARTICLE 7. CONSTRUCTION OF THE PROJECT
Without waiver of limitation, the parties agree as follows:

7.1 Pre-Construction Meeting Regarding Processes and Procedures. The CITY may schedule, and the DEVELOPER shall attend, or the DEVELOPER may schedule, and the CITY shall attend a meeting prior to construction for the purpose of outlining the Project processes and procedures.

7.2 Commencement and Completion of Project. The DEVELOPER shall commence construction of the Project, and when completed, record a Notice of Completion of construction of the Project in accordance with the Project Schedule as identified in EXHIBIT “B”, and provide the CITY with a copy of the recordation.

7.3 Contracts 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 contractor s 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 i mmediately of the filing of a mechanic’s lien, (iii) notify the CITY immediately of termination or cancellation of the construction 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 constructed on the Property is damaged or destroyed by an insurable cause, the DEVELOPER shall, at its cost and expense, dili gently 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 90 days after the insurance proceeds are made available to the D EVELOPER and shall be completed within two 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

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shall be insufficient for such purpose, the DEVELOPER shall use its best efforts to make up the deficiency.

7.5 Fees, 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 Financing. The DEVELOPER shall promptly inform the CITY of any new financing or funding not included in the Budget for the Project, and the D EVELOPER shall provide the CITY with copies of all agreements with any and all funding sources for the Project. The DEVELOPER shall require each agreement with any and 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 Identification Signage. Before the start of construction, the D EVELOPER 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, Housing Finance 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 Project construction.

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, with 24 hours’ notice, for the purpose of determining compliance with this Agreement, including without limitation those annual on-site inspections required by the CITY.

7.9 Utilities. The DEVELOPER shall be res ponsible, 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.

7.10 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.

7.11 Mechanic’s Liens and Stop Notices. If any claim of lien is filed against the Property or a stop notice affecting any financing, LHTF Funds or funding sources for the

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Project is served on the CITY or any other third party in connection with the Project, the DEVELOPER shall, within 30 days’ notice of su ch 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 D EVELOPER. 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 for Commencement of Construction. 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, 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. The D EVELOPER is responsible at its sole cost and expense to determine the location of any utilities on the Pr operty and to negotiate with the utility companies for and to relocate the utilities, if any, as necessary to complete the Project.

7.13 Plans and Specifications. The DEVELOPER will construct the Project in full conformance with the CITY-approved plans and specifications and modifications thereto approved by the CITY. The D EVELOPER shall obtain the CITY’s prior written approval for any modifications to the plans and specifications. This Agreement shall contain by reference the design and site plan of the Project; such design must be approved by the CITY Council with the LHTF Agreement.

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 preva iling w age 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. Actual wage schedules are available upon request at the City’s Construction Management Office. Without limiting the foregoing, the D EVELOPER 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

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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.

7.15 Property Condition. The D EVELOPER 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) k eep the Project Property free from any accumulation of debris or waste material; (iv) promptly make repairs and replacements to on-site improvements; (iv) promptly replace any dead, or diseased plants and/or landscaping (if any) with comparable materials, and (v) enforce tenant lease terms.

7.16 Quality of Work. The DEVELOPER shall ensure that construction of the Project employs building materials of a quality suitable for the requirements of the Project. The DEVELOPER shall cause completion of the construction of the Project on the Property in full conformance with applicable local, State, and federal laws, statutes, regulations, and building and housing codes.

7.17 Relocation. If and to the extent that the construction 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 laws.

7.18 Reporting Requirements. The D EVELOPER 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 A nnual 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 LHTF-Assisted 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 affor dability 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 Pr operty.

C. Annually, beginning on the first day of the month following the CITY’s

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issuance of the final Certificate of Completion, evidencing the construction 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 Commencement of the Construction 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 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 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 between CITY and DEVELOPER. The City’s Planning Director may administratively extend deadlines for up to 180 days cumulatively. Any extension beyond the Director’s 180-day cumulative extension shall require City Council approval.

7.20 Certificate of Completion. Upon completion of the construction of the Project, the DEVELOPER shall submit to the CITY: 1) certification in writing that the Project has been substantially constructed in accordance with the plans and specifications, approved by the CITY; 2) a recorded Notice of Completion; 3) a cost-certifying final budget where the DEVELOPER shall identify the actual costs, in line-item format consistent with the Project Budget, of construction of the Project; and 4) a request for a recorded Certification of Completion. Upon a determination by the CITY that the DEVELOPER is in compliance with all of the DEVELOPER’s construction obligations, as specified in this Agreement, the CITY shall furnish, within 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 Project in conformance with this Agreement or has otherwise failed to comply with the terms of this Agreement, and what measures the DEVELOPER will n eed 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 D EVELOPER in accordance with the

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provisions of this Section.

ARTICLE 8. OPERATIONS OF THE PROJECT

8.1 Operation of the Project. The DEVELOPER shall lease, operate, and manage the Project in full conformity with the terms of this Agreement.

8.2 Occupancy Requirements. Nineteen (19) LHTF-Assisted Units shall be rented and occupied by, or if vacant, available for rental occupancy by Extremely Low- to Low- Income households, at or between 30% - 60% AMI. The DEVELOPER shall comply with the income targeting requirements of the Request for Proposal.

8.3 Leasing the LHTF-Assisted Units. Before leasing any LHTF-Assisted Units, the DEVELOPER shall submit its pr oposed form of lease agreement for the CITY’s review and approval. The DEVELOPER 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 30 days. Should the CITY not respond within 30 days of the lease agreement submittal, the DEVELOPER shall be authorized to use the submitted sample lease agreement. Additionally, the DEVELOPER agrees not to terminate the tenancy or to refuse to renew or lease with a tenant of the LHTF-Assisted Units except for serious or repeated violations of the terms and conditions of the lease agreement, for violation of applicable federal, State, or local law, or for other good cause. Any such termination or refusal to renew must be preceded by not less than 30 days’ written notice served by the DEVELOPER or its authorized man agement entity upon the tenant specifying the grounds for such action. The DEVELOPER agrees it shall annually report to the CITY the number of leases that were not renewed or terminated and the reason for such non-renewal or termination.

8.4 Lease of LHTF-Assisted Units Provisions. In addition to the LHTF requirements and the VAWA lease addendum required in accordance with 24 CFR

92.359(e), the leases are subject to the following:

A. The DEVELOPER shall include in its Leases for the LHTF-Assisted Units, provisions which authorize the DEVELOPER 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 an Extremely Low- to Low-Income Household. 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 for an Extremely Low- to Low-Income Household, 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) 30% of the Household’s actual adjusted monthly income, except that, tenants of LHTF-Assisted Units that have also been allocated Low Income Housing Tax Credits by a housing credit agency pursuant to section 42 of the internal Revenue Code of 1986 (26 U.S.C. 42) must meet both program rules.

8.5 Final Management Plan. Before leasing and at least 60 calendar days prior to the Project Completion Date, the DEVELOPER shall submit to the CITY, for review and approval, a plan for marketing and managing the proposed LHTF-Assisted Units (Final Management Plan). The Final Management Plan shall address in detail how the DEVELOPER or its designated man agement entity plans to market the availab ility of the LHTF-Assisted Units to prospective tenants and how the DEVELOPER plans to certify the eligibility of potential tenants. The Final Management Plan shall also address how the

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DEVELOPER and/or the man agement entity plan to manage and maintain the LHTF- Assisted Unit in accordance with LHTF regulations for Property Standards and shall include appropriate financial information and documentation. The Final 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:
x Interviewing procedures for prospective tenants;
x Previous rental history of tenants with references;
x Credit reports;
x Criminal background checks;
x Deposit amounts, purpose, use and refund policy;
x Employment/Income verification;
x Occupancy restrictions;
x Income Limits;
x Equal Housing Opportunity Statement;
x Restrictions on use of the premises; and
xTenant/Landlord dispute resolution procedures.

The Final Management Plan shall contain copies of all standardized forms associated with the above-listed topics. The Final Management Plan shall include a form lease agreement that the DEVELOPER pr oposes to enter into with the low income tenants. The DEVELOPER shall abide by the terms of this Final Management Plan, approved by the CITY, in marketing, managing, and maintaining the LHTF-Assisted Units.

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

8.6 Property Management. The D EVELOPER directly and/or through its designated management entity, is specifically responsible for all management functions with respect to the Project 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 man agement 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 LHTF-Assisted 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 units in conformance with all applicable federal, State, and local laws, ordinances, codes and regulations, the Final Management Plan, and this Agreement.

8.8 Nondiscrimination. Nineteen (19) LHTF-Assisted Units shall be available for occupancy on a continuous basis to Households who are income eligible. The DEVELOPER shall not illegally discriminate or segregate in the constructed 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

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assistance subsidy, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) 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 the selection, location, number, use or occupancy of tenants or vendees of any LHTF-Assisted 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 LHTF-Assisted Units or the Project 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 D EVELOPER to change the character, design, use or operation of the Project; or to require the D EVELOPER 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 LHTF-Assisted Units in an amount which exceeds those rents prescribed to the Project as they associate with particular income and rent limitations levels as established annually by the Department of the Treasury, consistent with the LHTF Program requirements applicable to the LHTF-Assisted Units in the Fresno, California area, and further covenants not to impose a monthly allowance for utility services to tenants of such LHTF-Assisted Units in excess of an amount approved by HUD. The DEVELOPER agrees to furnish the CITY with a certificate setting forth the maximum monthly rentals for the LHTF-Assisted Units and the monthly allowances for utilities and services to be charged during any annual period until the expiration of the Affordab ility Period. The DEVELOPER shall reexamine the income of each tenant Household living in the LHTF- Assisted Units at least annually.

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.

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(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:
(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 liab ility 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

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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 of 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 covering materials to be transported by the DEVELOPER pursuant to the LHTF 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 LHTF 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 “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.

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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 the 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 Man ager 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, D EVELOPER 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 liab ility, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged

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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, attorneys 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 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 addition, 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 a accordance with the insurance requirements set forth in this Contract. The defense and indemnity 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 this 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.

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9.3 Property Insurance. The D EVELOPER 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 broad 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 Bond 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 100% of the total amount of the construction contract 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, consistent with this Agreement, and that all material and workmanship will be free from original or developed defects.

B. The “Payment Bond” shall be at least equal to 100% of the total amount of the construction contract to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond, along with any other form of security, such as a letter of credit related to the Project 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.

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 LHTF 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 LHTF 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 Exhibit B and 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

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15 consecutive days (other than as provided at Section 7.19 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 f ederal, State or local laws or applicable CITY restrictions governing the Project, including but not limited to 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 30 day opportunity after written notice thereof to cause such representation, warranty, or certification to be true and complete in every respect.

E. The DEVELOPER shall file, or have filed against it, a petition of bankruptcy, insolvency, or similar law, State 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 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 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 D EVELOPER 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 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.

J. The Developer’s failure, or inab ility to obtain and/or confirm, Sufficient Funds to fully finance the Project on or before December 31, 2026.

10.2 Notice of Default and Opportunity to Cure. The CITY shall give written notice to the DEVELOPER and the limited partner of DEVELOPER of any Event of Default by specifying: (1) the nature of the event or deficiency giving rise to the default; (2) the action

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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 days, or 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 and its limited partner 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 D EVELOPER 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.

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 LHTF 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 parties 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 parties hereto. The CITY recognizes that other Project funders and equity investors may require revisions to the Loan Documents to be consistent with their funding and investing requirements. The CITY agrees to reasonably consider and negotiate as to any reasonable amendments to this Agreement to address such requirements, 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

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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 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 or any other applicable statutes. The CITY 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 the 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 final form is the result of the combined efforts of the parties. Any ambiguity will not be construed in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning.

11.14 No 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

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without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed.

11.15 No 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 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 acknowl edges 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
Housing Finance Division
2600 Fresno Street, Room 3065
Fresno, CA 93721-3605

If to DEVELOPER: 3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364

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 co operate with the CITY and execute any documents required, promptly upon the CITY’s request, and to

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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.

11.22 Severability. The invalidity, ill egality, 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.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Agreement in Fresno, California, the day and year first above written.

CITY OF FRESNO,
a California municipal corporation

By:

Georgeanne A. White, City Manager
(Attach notary certificate of acknowledgment)

Date:

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Tracy N. Parvanian Date
Assistant City Attorney

ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy Clerk

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public benefit corporation,
its manager

By: _________________________
Lori Koester, Executive Director

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: _________________________
Benjamin Lingo, Member

Notice Address:

3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

Attachments:

EXHIBIT A: PROPERTY DESCRIPTION
EXHIBIT B: PROJECT DESCRIPTION AND SCHEDULE
EXHIBIT C: PROJECT BUDGET AND CASH FLOW STATEMENT

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EXHIBIT D: EXEMPLAR DECLARATION OF RESTRICTIONS
EXHIBIT E: CERTIFICATE OF COMPLETION
EXHIBIT F: EXEMPLAR PROMISSORY NOTE
EXHIBIT G: EXEMPLAR DEED OF TRUST ASSIGNMENT OF RENTS

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EXHIBIT “A”

LEGAL DESCRIPTION

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

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EXHIBIT “B”

PROJECT DESCRIPTION AND SCHEDULE

I. PROJECT DESCRIPTION

The Ventura Family Apartments Project consists of the construction of 54 affordable rental housing units, onsite and offsite improvements, amenities, and parking. Of the 54 Project Units, 19 will be LHTF-Assisted Units reserved as affor dable rental units for Extremely-Low to Low-Income Households earning up to 60% of Area Median Income, as defined by the State HCD income limits. The location of the apartments site is South of Ventura Av enue, between Seventh Street and Eighth Street, Fresno, CA 93702 (a portion of previous APN:
470-052-02T and a portion of previous 470-052-03T).

LHTF-FUNDED FLOATING UNITS

LHTF Funds will be m ade available by the CITY for payment of LHTF Eligible Costs not to exceed Five Million Dollars ($5,000,000.00), the aggregate for the LHTF-Assisted Units as determined by the CITY, as needed, for LHTF Eligible Costs.

II. PROJECT SCHEDULE
A. Construction Finance Closing (est):__June 12, 2026___________ B. Commencement of Construction (est): June 12, 2026
C. Completion of Construction: November 30, 2027*
D. Rent Up: March 31, 2028*

*The dates set forth in Items C and D above shall be subject to extension on a day-for-day basis for delays caused by Force Majeure Events. As used herein, "Force Majeure Event(s)" shall mean any delay caused by circumstances beyond the reasonable control of the DEVELOPER, including, without limitation, acts of God, fire, flood, earthquake, epidemic, pandemic, hurricane, tornado, or other natural disaster, war, invasion, hostilities, terrorist attack, civil unrest, riot, strike, lockout or other labor dispute, governmental action or inaction, embargo, shortage of materials or labor, or any other cause beyond the reasonable control of the DEVELOPER. The DEVELOPER shall provide written notice to the CITY within ten (10) days of the commencement of any Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof. In any event, the Project must be completed no later than 180 calendar days after the scheduled completion date specified in this Agreement, notwithstanding any delay caused by that included in this Section.

% of Median Unit
30% or less 6
60% or less 13
Totals 19

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EXHIBIT “C”

PROJECT BUDGET

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EXHIBIT “D”

EXEMPLAR DECLARATION OF RESTRICTIONS

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Dept.

Housing Finance 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.

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

DECLARATION OF RESTRICTIONS

THIS DECLARATION OF RESTRICTIONS (Declaration) is executed as of this _____ day of _____________, 2026, by the 3720 E. Ventura Ave., L.P., a California limited partnership, in favor of the CITY OF FRESNO, a California municipal corporation (CITY).

WHEREAS, the DECLARANT is the leasehold owner of the real estate in the City of Fresno, County of Fresno, California, located South of Ventura Avenue between Seventh Street and Eighth Street, Fresno, CA 93702, 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 Local Housing Trust Fund (LHTF) Agreement dated ______________, 2026, incorporated herein by reference (LHTF Agreement) and instruments referenced therein, the DECLARANT agrees to utilize, and the CITY agrees to provide, certain LHTF Funds from the California Department of Housing and Community Development, to the DECLARANT and the DECLARANT agrees to construct a 54-unit affordable rental housing project of which one unit will be reserved for an on-site property manager, and 19 will be LHTF-Assisted Units and reserved as affor dable rental housing units available as Extremely Low- and Low-Income Units, subject to the terms and conditions set forth in the LHTF Agreement for Extremely Low to Low-Income Households earning 30-60% of area median income (AMI) of the State income limits referenced by Household Size.

WHEREAS, the LHTF regulations promulgated by the City of Fresno and State Department of Housing and Community Development impose certain affordability requirements upon property owned by the DECLARANT, which affordability restrictions shall be enforceable for a 55-year period; and
WHEREAS, these restrictions are inten ded to bind the DECLARANT, and all purchasers of the Property and their successors; and

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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 LHTF-Assisted Unit Household information has been obtained and verified, constituting the commencement of the 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 LHTF 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 LHTF Agreement with the DECLARANT.

2. Restrictions. 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 owners 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 of the recordation of the Certificate of Completion, until the expiration of the Affordability Period, it shall cause a minimum of 19 LHTF-Assisted Units to be used as rental affordable housing to Extremely Low- to Low-Income Households. The DECLARANT further agrees to file a recordable document setting forth the Project Completion Date when determined by the CITY. Unless otherwise provided in the Agreement, the term LHTF-Assisted Units 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. Principal Residence. The LHTF-Assisted Units shall be leased only to eligible natural persons, who shall occupy the LHTF-Assisted 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 qualified entities that acquire the Property or portion thereof with the consent of the CITY. iii. Household Income Requirements. The 19 LHTF-Assisted Units constructed on the Project Property may be rented only to a natural person(s) whose annual

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Household income at the time of rental is 30-60% of area median income (AMI) of the State income limits referenced by Household 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 of any Covenant and Restriction.

4. Acceptance 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 Affordab ility 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 LHTF-Assisted Unit 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 of 55 years from the date of recordation of the Notice of Completion in the Official Records. 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. Costs 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. Waiver. Neither the DECLARANT nor any future Leasehold owner or owner of the Property may exempt itself from liab ility 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. Severability. The invalidity of the Covenant and Restriction or any other covenant, restriction, condition, limitation, or other provision of this Declaration shall not

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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. Interpretation. 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. Amendment. No amendment or modification of this Declaration shall be permitted without the prior written consent of the CITY and the DECLARANT.

12. Recordation. The DECLARANT acknowledges that this Declaration will be filed of record in the Office of the Recorder of County of Fresno, 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 LHTF 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.

15. Declarant Liability. The DECLARANT shall not have any personal liability for the obligations under this Declaration. The sole recourse of the CITY shall be exercised by its rights against the Property pursuant to the Deed of Trust and the CITY shall have no right to seek or recover any deficiency amount from DECLARANT. ///

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

DECLARANT:

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public benefit corporation,
its manager

By: __________________________
Lori Koester, Executive Director

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: ______________________
Benjamin Lingo, Member

Notice Address:

3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

(Attach notary certificate of acknowledgment)

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EXHIBIT “A”
Legal Description
To Declaration of Restrictions

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

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EXHIBIT “E”

CERTIFICATE OF COMPLETION

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Department
Housing Finance 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.

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

City of Fresno

By:

Planning and Development Department

Date:

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Certificate of Completion

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

Recitals:

A. By a Local Housing Trust Fund (LHTF) Agreement dated ______________, 2026, (LHTF Agreement) between the City of Fresno, a California municipal corporation (CITY), and the 3720 E. Ventura Ave., L.P., a California limited partnership (DEVELOPER), the DEVELOPER agreed to construct 54 affor dable rental housing units, of which a total of 19 are to be LHTF-Assisted Units and one on-site manager’s unit, and related onsite and offsite improvements upon the Property described in EXHIBIT “A” attached to the LHTF Agreement, and made a part hereof by this reference (Property), with assistance of LHTF while meeting the affordable housing, income targeting and other requirements of the LHTF and according to the terms and conditions of the LHTF Agreement and Loan Documents and other documents/instruments referenced therein.

B. The LHTF Agreement was recorded on , 2026, as Instrument No. in the Official Records of Fresno County, California.

C. Under the terms of the LHTF 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 LHTF Agreement.

NOW THEREFORE:

1. The CITY certifies that the DEVELOPER commenced construction of the Project on _______, 20___ and completed construction of the Project on _________, 20___, and has done so in full compliance with the LHTF 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 LHTF Agreement. ///

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IN WITNESS WHEREOF, CITY has executed this Certificate of Completion as of this ________day of , 20__.

CITY OF FRESNO

By: Date:

Planning & Development Department
(Attach notary certificate of acknowledgment)

ATTEST: APPROVED AS TO FORM:

AMY K. ALLER ANDREW JANZ
Interim City Clerk City Attorney

By: By:
, Deputy Tracy N. Parvanian
Assistant City Attorney

Date: Date:

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public benefit corporation,
its manager

By: ___________________________
Lori Koester, Executive Director

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: ______________________
Benjamin Lingo, Member

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Notice Address:

3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

(Attach notary certificate of acknowledgment)

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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: $5,000,000.00 Date: ________________

Fresno, California

For value received, the undersigned, 3720 E. Ventura Ave., L.P., a California limited partnership, (BORROWER), promises to pay to the order of the City of Fresno, a California municipal corporation, (Lender), the sum of Five Million Dollars ($5, 000,000.00), 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 3% annually in accordance with the Local Housing Trust Fund (LHTF) Agreement dated __________, 2026, 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) 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 20% of annual 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 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 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 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 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 services provided by BORROWER), (ii) payments from HUD under a Housing Assistance Program 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

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of: (i) Operating Expenses (as defined below), (ii) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the BORROWER, including the payment of principal and interest, and any associated fees, expenses, and costs, with respect to the senior Financing., and (iii) 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.

Operating Expenses means actual, reasonable and customary (for comparable quality, newly constructed rental housing developments 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 (including deferred developer fee) per the Budget, made to the BORROWER, its successors or assigns, limited partner Asset Management Fee, GP Partnership 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 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 4th 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

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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 days, the BORROWER shall pay a late charge equal to the lesser of 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. Any limited partner of BORROWER has the right, but not the obligation, to cure any default on behalf of 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

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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, with the consent of the BORROWER and the limited partner of BORROWER, 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, altered, 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 partners and may be prepaid at any time without penalty. Neither the BORROWER nor any of its general or limited partners shall have any personal liability for r epayment 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 partner of the BORROWER.
///

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

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public benefit corporation,
its manager

By: ___________________________
Lori Koester, Executive Director

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: ______________________
Benjamin Lingo, Member

Notice Address:

3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

(Attach notary certificate of acknowledgment)

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EXHIBIT “G”

EXEMPLAR DEED OF TRUST

Recorded at the Request of
and When Recorded Return to:

City of Fresno
Planning and Development Department
Housing Finance 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.: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

LEASEHOLD DEED OF TRUST ASSIGNMENT OF RENTS

THIS DEED OF TRUST (Deed of Trust) made this ____ day of __________, 2026, by and between 3720 E. Ventura Ave., L.P., a California limited partnership (Borrower), (Commonwealth Land 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, all the Borrower’s leasehold interest now owned or hereafter acquired in the real property (Land) known as a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T located South of Ventura Avenue between Seventh Street and Eighth Street, Fresno, CA 93702, 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 D eed 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, all of the Borrower’s leasehold interest now owned or later acquired in the following property (including the rights or interests pertaining to the property) 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

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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 Five Million Dollars ($5,000,000) (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 Local Housing Trust Fund Agreement dated the ___ of _______, 2026 (LHTF Agreement), and its related documents, the Declaration of Restrictions dated the ___ of _______, 2026, 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 or at any time subsequent to the date of this Deed of Trust for the purpose of further securing any indebtedness amending this Deed of Trust or any instrument 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 it is lawfully seized of the estate hereby conveyed and has the right to grant and convey its interest, including but not limited to its leasehold interest in the Property and that the Property is unencumbered except 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

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Borrower covenants that the Borrower will maintain and preserve the lien of this D eed 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 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 or lease, 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 partnership 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 operation of Improvements to the Property; and that the principal purpose of the Loan is the construction of a 54-unit affordable rental housing development 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 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 amounts, and for such periods as the Lender may require as set forth in the LHTF 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.

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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 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.

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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 liab ility 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 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 Borrower’s interest in the Property for purposes of this article.

Except as permitted in Section 16 hereof, 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 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

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of a general partner of the Borrower, will constitute a sale of the Borrower’s interest in 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 50% or more of the partnership interests of the Borrower, or disposition of 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 Borrower’s interest in 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 and to the limited partner of Borrower provided for in this Deed of Trust shall be given by delivering it or by ma iling 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 D eed of Trust shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of Federal law to this D eed 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 conformed copy of the Note and of this 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 Program restrictions, the Lender, prior to acceleration shall give notice to the Borrower and to the limited partner of 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 days from

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the date notice is mailed to the Borrower, by which such breach must be cured or 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 Borrower’s interest in 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 of the Borrower’s interest in the Property. 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 of the Borrower’s interest in the Property 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 Borrower’s interest in 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 Borrower’s interest in 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 order as Trustee may determine. The Trustee may postpone sale of all or any part of the Borrower’s interest in 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 Borrower’s interest in the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Borrower’s interest in the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima 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 or persons 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 days before sale of the Borrower’s interest in 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 Borrower contained in this Deed of Trust; (c) the Borrower pays all reasonable expenses incurred by the Lender and Trustee in enforcing the covenants

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and agreements of 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. Neither the Borrower, nor any of Borrower’s partners, 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.

16. Withdrawal, Removal and/or Replacement. The General Partner of the Borrower may be removed 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 partnership 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 extended 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. Reconveyance. Upon payment of all sums secured by this Deed of Trust, the Lender shall request the Trustee to reconvey the Borrower’s interest in the Property and shall surrender this Deed of Trust, and all notes evidencing indebtedness secured by this Deed of Trust to Trustee. The Trustee shall reconvey the Borrower’s interest in

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the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any.

20. Substitute Trustee. The Lender at the Lender's option, 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 the 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 ($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 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 30 days, the Borrower’s limited partner shall have such additional time as reasonably necessary to remedy or cure such default, but in no event more than 90 days from the expiration of the initial 30 day period above, and if the Borrower’s limited partners reasonably believe that in order to cure such default, the Borrower’s limited partner must remove one or more of the Borrower’s general partners in order to cure such default, the Borrower’s limited partner shall have an additional 30 days following the effective date of such removal to cure such default. To the extent that there is a conflict between this paragraph 22 and any remedy permitted by the LHTF 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 any 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.

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(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 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 any one listed in a title exception approved by the Beneficiary in writing; or (iii) the sale, hypothecation, conveyance, or other disposition of the Borrower’s interest in 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, subject to applicable notice and cure periods. (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, subject to Section 10.2 of the LHTF Agreement, 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 Borrower’s interest in 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;

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(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 Borrower’s interest in 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 after notice to the Borrower, the Beneficiary or Trustee, without further 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 superior 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 or any other party 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.
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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:

3720 E. VENTURA AVE., L.P.,
a California limited partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public benefit corporation,
its manager

By: ___________________________
Lori Koester, Executive Director

By: Integrated Community Development, LLC,
a California limited liability company,
its administrative general partner

By: _____________________
Benjamin Lingo, Member

Notice Address:

3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

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(Attach notary certificate of acknowledgment)

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EXHIBIT “A”
Legal Description
To Deed of Trust

APN: a portion of previous APN: 470-052-02T and a portion of previous 470-052-03T

All that certain real property situated in the County of Fresno, State of California, described as follows:

BEGINNING at the intersection of the southerly right-of-way line of East Cesar Chavez Boulevard (formally Ventura Avenue) and the westerly right-of-way line of South Eighth Street (formally Jefferson Avenue), as said streets are shown on said “Plat of Lincoln Hill Addition”, said point also being the northeasterly corner of Lot 13, Block 2; Thence, along the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue), South 00°00’00” East, 490.40 feet to the intersection of the westerly right-of-way line of said South Eighth Street (formally Jefferson Avenue) with the northerly right-of-way line of East El Monte Way (formerly Burness Avenue) as said streets are shown on said “Map of Kenmore Park”, said point also being the southeasterly corner of said Lot 7, Block 8; Thence, along said northerly right-of-way line of East El Monte Way (formerly Burness Avenue), North 90°00’00” West, 150.00 feet to intersection of northerly right-of-way line of said East El Monte Way (formerly Burness Avenue) with the easterly right-of-way line of a 20-foot wide Alley as said streets are shown on said “Map of Kenmore Park”, said point also being the southwesterly corner of said Lot 7, Block 8; Thence along the easterly right-of-way line of said Alley, North 00°00’00” West, 490.40 feet to the southerly right of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), as said street is shown on said “Plat of Lincoln Hill Addition”; Thence, along the southerly right- of-way line of said East Cesar Chavez Boulevard (formally Ventura Avenue), North 90°00’00” East, 150.00 feet to the POINT OF BEGINNING

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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 foregoing 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

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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 default 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

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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 Trustee 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.

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(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 the 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 m ade.

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LICENSE AND RIGHT OF ENTRY AGREEMENT
717 S. Seventh Street
FRESNO, CALIFORNIA 93721
APN 470-052-02T
This License and Right of Entry Agreement (the “Agreement”) is entered on _________________, 2026 by and between the CITY OF FRESNO, a California municipal corporation, (the “City”) and 3720 E. Ventura Ave., L.P., a California Limited Partnership (together with its successors, the “Licensee”) (individually a “Party,” collectively referred to as the “Parties”).

RECITALS
A. The City is owner in fee of a portion of the Assessor’s Parcel Number (“APN”) 470-052-02T (the “Subject Property”) situated at 717 S. Seventh Street, in the City of Fresno, California.

B. The Licensee wishes to utilize the Subject Pr operty as a construction laydown yard, including staging of materials, equipment storage, contractor parking, and other temporary construction support uses.

C. The City desires to allow Licensee temporary access to the Subject Property for the purpose of establishing and operating a construction laydown yard in support of construction activities on the adjacent parcel.

D. The Licensee acknowledges that this Agreement is temporary, to allow the Licensee to proceed with the additional testing on the Subject Property as directed by the City. The term of the Agreement is more particularly described in Section 3 of the Agreement below.

NOW, THEREFORE, the City and the Licensee do hereby agree as follows:

AGREEMENT

1. Recitals. Each and all of the foregoing recitals of background facts are incorporated herein by this reference as though set forth herein.

2. Right of Entry . The City hereby grants to the Licensee and its agents, employees, and contractors the right to enter upon the portion of the Subject Property described in Exhibit “A” (the “Construction Laydown Yard”) for the purpose of a construction laydown yard. Authorized uses include, but is not limited to the following activities:
x Staging and storage of construction materials
x Storage of construction equipment and machinery
x Contractor and subcontractor parking
x Temporary placement of construction trailers
x Installation of temporary fencing, signage, and safety barriers as necessary.

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3. Term. This Agreement shall commence upon its duly authorized execution by the City and remain in effect for a period of twenty-four (24) months from that date. The Agreement may be extended for additional twelve (12) month period provided the Licensee has not violated any of the terms of the Agreement and with the City’s written consent, such consent not to be unreasonably withheld, conditioned or delayed, by Licensee providing a thirty (30) day written notice to exercise such additional period until completion of the Construction. This Agreement is subordinate to all prior or future rights and obligations of the City in the Subject Property, except that the City shall grant no rights inconsistent with the reasonable exercise by the Licensee of its rights under this Agreement.

4. Licensee’s Obligation. At the conclusion of the Construction, the Licensee will return the utilized pr operty clean and clear of any construction materials and debris and in its original condition.

5. Limitations on Use.

5.1 Licensee’s use of the Licensed Property shall be limited to use for the Equipment Storage and use reasonably and incidentally related thereto.

5.2 Licensee shall not install any permanent improvements on the Licensed Property. Should Licensee desire to make temporary improvements, Licensee shall provide five (5) days written notice to City detailing the desired changes, approval of which shall not be unreasonably withheld.

5.3 Licensee is prohibited, without limitation, from increasing the permitted use on the Licensed Property.

5.4 Licensee shall comply with all applicable terms, conditions and requirements of the City’s policies regarding use of public property and other City rules and regulations. Licensee shall comply with all applicable laws and regulations of the federal, state, county, local governments and all administrative agencies thereof which may have jurisdiction over Licensee's use of the Licensed Property.

5.5 Licensee shall not cause or permit any Hazardous Material to be used, stored, transported, generated, or disposed in or about the Licensed Property by Licensee or Licensee's agents, employees, contractors, licensees, or invitees. "Hazardous Material" means any hazardous, toxic, or infectious substance, material, or waste which is or becomes regulated by any local governmental entity, the State of California, or the United States Government under any law, regulation or ordinance regulating or controlling any Hazardous Material (the "Hazardous Materials Laws"), including, without limitation, any material, or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under California Health and Safety Code §§ 25115, 25117 or 25122.7, or listed pursuant to California Health and Safety Code § 25140, (ii) defined as a "hazardous substance" under California Health

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and Safety Code § 25316, ( iii) defined as a "hazardous material," "hazardous substance" or "hazardous waste" under California Health and Safety Code § 25501 (v) defined as a "regulated medical waste" under 40 C.F.R. § 259.10(a) or § 259.30, (v) petroleum or petroleum product, (vi) asbestos, (vii) designated as a "hazardous substance" pursuant to § 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (ix) defined as a "hazardous waste" pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903), or (x) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601).

6. Indemnification. To the furthest extent allowed by law, LICENSEE 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 l egal 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 .

LICENSEE'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, liab ility, 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, LICENSEE, whenever there is any causal connection between the LICENSEE’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, LICENSEE 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 LICENSEE expressly includes all costs of litigation, attorneys 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 LICENSEE as reasonably determined by CITY.

Upon the tender by CITY to LICENSEE, LICENSEE shall be bound and obligated to assume the defense of CITY and any of its officers, officials, employees, agents, or 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 LICENSEE that if CITY tenders a defense of a claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers and LICENSEE fails, refuses or neglects to assume the defense thereof, CITY and its officers, officials, employees, agents, or volunteers may agree to compromise and settle

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or defend any such claim or action and LICENSEE 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 addition, such obligations remain in force regardless of whether CITY provided approval for, or did not review or object to, any insurance LICENSEE may have procured in a accordance with the insurance requirements set forth in this Contract. The defense and indemnity 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 this section shall survive termination or expiration of this Contract.

If LICENSEE should subcontract all or any portion of the work to be performed under this Contract, LICENSEE 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.

Notwithstanding anything to the contrary in this Section 6, in the event a successor to LICENSEE acquires the interest of LICENSEE under this Agreement by foreclosure, deed in lieu of foreclosure, or other exercise of remedies under a deed of trust encumbering the adjacent parcel, such successor shall not be liable for any indemnification obligations arising out of or related to any acts, omissions, or events occurring prior to the date such successor acquires title to the adjacent parcel.

7. Insurance.
(a) Throughout the life of this Agreement, LICENSEE 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, LICENSEE 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, and all payments due or that become due to LICENSEE shall be withheld 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

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this Agreement. No action taken by CITY pursuant to this section shall in any way relieve LICENSEE of its respon sibilities 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 LICENSEE shall not be deemed to release or diminish the liability of LICENSEE, includ ing, 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 LICENSEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of LICENSEE, 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:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Cover age Form CG 00 01, providing liab ility coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage 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 liab ility (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

MINIMUM LIMITS OF INSURANCE
LICENSEE shall procure and maintain for the duration of the contract insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2, 000,000 aggregate for products and completed operations; and,

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(iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1, 000,000 disease policy limit.

4. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of 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:
(i) $1,000,000 per occurrence; and,
(ii) $2,000,000 general aggregate per a nnual policy period. (a) In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by LICENSEE pursuant to the Agreement.

UMBRELLA OR EXCESS INSURANCE
In the event LICENSEE 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
LICENSEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and LICENSEE shall also be responsible for payment of any self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein 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 days written notice has been given to CITY, except ten (10) days for nonpayment of premium. LICENSEE is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, LICENSEE shall furnish 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

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performed for CITY, LICENSEE shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than seven (7) calendar days following to the expiration date of the expiring policy. (ii) The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured for all ongoing and completed operations. The Commercial General endorsements must be as broad as that contained in ISO Form: CG 20 26 04

13. (iv) The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the LICENSEES’ insurance shall be primary to and require no contribution from the City. Coverage under the General Liab ility policy shall be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers.
(v) If LICENSEE maintains hi gher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by LICENSEE.
(vi) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits.
(vii) All policies of insurance shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers.

PROVIDING OF DOCUMENTS
LICENSEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, LICENSEE shall immediately furnish 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. All subcontractors working under the direction of LICENSEE shall also be required to provide all documents noted herein.

SUBCONTRACTORS
If LICENSEE subcontracts any or all of the services to be performed under this Agreement, LICENSEE 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

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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, LICENSEE will be so lely responsible for ensuring that it’s subcontractors meet all insurance requirements required herein..

8. Notice of Access. The Licensee agrees to give the City not less than five (5) business days advance written notice of intent to access the Subject Property specifying the date and time of entry upon the Subject Property and the scope of work whenever reasonably possible and except for emergency situations where delayed access would result in damage to equipment, environmental safety concerns. The Developer shall provide weekly schedules of anticipated access activity. Separate approval shall not be required for each entry, provided such access remains within the scope and term of this Agreement.

9. Accessibility of Parcel. The Licensee agrees and warrants that its agents, employees, contractors, and subcontractors shall comply with the directions of any governmental authorities, pay all fees and charges required by the City and the requirements of the City that relate in any fashion to safety or the regulation of traffic or parking on the Subject Property. If the City reasonably believes that the Licensee’s agents, employees, contractors and subcontractors pose a threat to safety, are impeding parking or traffic (except as necessary for the performance of this Agreement) or are otherwise not in compliance with the terms of this Agreement or the terms of the Construction, the City may direct the Licensee’s agents, employees, contractors, and subcontractors to cease and desist and/or to leave the Subject Property, and the Licensee’s agents, employees, contractors and subcontractors shall promptly comply with such request after taking reasonable precautions to secure the ongoing Construction. The City will reasonably co operate with the Licensee and its agents, employees, contractors, and subcontractors to allow the work and Construction to proceed as described.

10. Liens. The Licensee shall not permit to be placed against the Subject Property, or any part thereof, any design professionals’, mechanics, material men’s, contractors’, or subcontractors’ liens with regard to the Licensee’s actions upon the Subject Property. The Licensee agrees to hold the City harmless for any loss or expense, including reasonable attorney fees and costs arising from any such liens, which might be filed against the Subject Property.

11. Compliance with Laws/Permits. The Licensee shall in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents, and employees to comply with all federal, state and local laws, statues, orders, ordinances, rules, regulations, plans policies and decrees. Without limiting the generality of the foregoing, the Licensee at its sole cost and expense shall obtain any and all permits which may be required by any law, regulation, or ordinance for any Construction the Licensee desires to conduct or have conducted pursuant to this Agreement.

The Parties shall implement this Agreement in accordance with all applicable Federal, State and City laws, ordinances and codes. Pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, the Parties shall comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal

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Regulations is to complete the USDOT Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21 and 28 C.F.R.

Section 50.3.

Further, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this Agreement.

12. Inspection. The City and its representatives, employees, agents or independent contractors may enter and inspect the Subject Property or any portion at any time and from time to time at reasonable times to verify the Licensee’s compliance with the terms and conditions of this Agreement.

13. Not Real Property Interest. It is expressly understood that this Agreement does not in any way whatsoever grant or convey any permanent easement, lease, fee, or other interest in the Subject Property to the Licensee. This Agreement is not exclusive, and the City specifically reserves the right to grant other rights of entry within the vicinity of the Subject Property.

14. 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 in such proc eeding or action shall be entitled to recover from the other party its reasonable attorney’s fees and legal expenses.

15. Revocable Licenses and Termination. Notwithstanding any improvements made by the Licensee to the Subject Property or any sums expended by the Licensee in furtherance of this Agreement, the right of entry granted herein is revocable and may be terminated by the City in accordance with the terms of this Agreement. This Agreement may be terminated at any time prior to the commencement of the Construction by either Party upon five (5) business days prior notice in writing to be served upon the other Party.

16. No Assignment. This Agreement is personal to the Licensee and shall not be assigned. Any attempt to assign this Agreement shall automatically terminate it.

No legal title or leasehold interest in the Subject Property is created or vested in the Licensee by the grant of this right of entry. Notwithstanding the foregoing, nothing in this Section 16 shall prohibit or restrict the holder of a deed of trust encumbering the adjacent parcel (or its successors or assigns) from succeeding to the interest of Licensee under this Agreement by foreclosure, deed in lieu of foreclosure, or other exercise of remedies under such deed of trust, and any such succession shall not constitute an assignment for purposes of this Section 16.

17. Notices. Any notice required or intended to be given to either Party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the Party to which notice is to be given at the Party’s address set forth on the signature page of this Agreement or at such other address as the Parties may from time to time designate by written notice. Notice served by United

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States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.

CITY: City of Fresno
Attn: Phil Skei, Assistant Director, Planning and Development 2600 Fresno Street, Room 3065
Fresno, CA 93721
(559) 621-8012, email: Ph [email protected]

LICENSEE: 3720 E. Ventura Ave., L.P.
c/o Corporation for Better Housing
20750 Ventura Blvd., Suite 155
Woodland Hills, CA 91364
Attention: Executive Director

With a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Nichole Berklas

18. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding however, any conflicts of laws rule which would apply the law of another jurisdiction. Venue for purposes of filing any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.

19. Entire Agreement. Each of the Exhibits referred to in this Agreement is incorporated into and made a part of this Agreement. This Agreement constitutes the entire Agreement between the Licensee and the City relating to the right of entry. Any prior agreements, promises, negotiations, or representations not expressly set forth herein are of no force and effect. Any amendment shall be of no force and effect unless it is in writing and signed by the Licensee and the City.

20. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability, of any provision in this Agreement will not affect the other provisions.

21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

[SIGNATURE PAGE TO FOLLOW]

11 688494v1
IN WITNESS WHEREOF, the Parties have executed this Agreement at Fresno, California, on the day and year first above written.

CITY OF FRESNO,
a California municipal corporation

By:

Georgeanne A. White Date
City Manager

APPROVED AS TO FORM:

ANDREW JANZ
City Attorney

By:

Brent Richardson Date
Deputy City Attorney
ATTEST:

AMY K. ALLER
Interim City Clerk

By:

Date
Deputy

3720 E. Ventura Ave., L.P., a California
Limited Partnership

By: Ventura MGP LLC,
a California limited liability company,
its managing general partner

By: Corporation for Better Housing,
a California nonprofit public
benefit corporation,
its manager

By:_________________________
Lori Koester, Executive Director

By: Integrated Community
Development, LLC,
a California limited liability company,
its administrative general partner

By: _________________________
Benjamin Lingo, Member

Attachments:

Exhibit A: Depiction of Laydown Area

EXHIBIT A

DEPICTION OF LAYDOWN AREA
A portion of APN 470-052-02T
All that certain real property situated in the County of Fresno, State of California, described as follows:

Lots 4, 5, 6, 7, 20, 21, 22, and 23, in Block 2 of the Lincoln Hill Addition to the T own, (now City) of Fresno, County of Fresno, State of California, according to the map recorded in Book 1, Page 71 of Plats, in the office of the County Recorder of said County;
Lots 4, 5, 6, 7, 8, 9, and 10 in Block 10 of Kenmore Park, in the City of Fresno, County of Fresno State of California, according to the map thereof recorded in Book 7, Page 4 of Record of Surveys, in the office of the County Recorder of said County; Lots 1, 2, 3, and 4 in Block 9 of Kenmore Park, in the City of Fresno, County of Fresno State of California, according to the map thereof recorded in Book 7, Page 4 of Record of Surveys, in the office of the County Recorder of said County; Disclaimer: All lots described herein are legal, unmerged lots that remain independently viable for sale, lease, and other lawful conveyances. Any future development or use of the lots is subject to compliance with all applicable local building codes, zoning ordinances, and land use regulations.

/D\GRZQ6LWH
3URMHFW6LWH

Fresno City CouncilJune 4, 2026

Fresno City Council
June 4, 2026