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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, in its capacity as CITY OF FRESNO Housing Successor to the Redevelopment
Agency of the City of Fresno
By:
Georgeanne A. White
By:_____________________________ City Manager
Marlene Murphey,
Executive Director Date:
Date:_______________
CITY OF FRESNO
LOCAL HOUSING TRUST FUND
AGREEMENT
by and between
CITY OF FRESNO,
a California municipal corporation
and
CITY OF FRESNO,
in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno
and
THE PARK PARTNERS, LLC
a Limited Liability Company
regarding
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The Park at South Stadium
815, 829, 835 Fulton St, Fresno, CA 93721
(APN: 468-282-23T, 468-282-05T, 468-282-22T)
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TABLE OF CONTENTS
Page
RECITALS ........................................................................................................................................... 1 ARTICLE 1. DEFINITIONS.............................................................................................................. 3 ARTICLE 2. TERMS OF THE LOAN ............................................................................................. 6 ARTICLE 3. REPRESENTATION AND WARRANTIES OF DEVELOPER............................. 7 ARTICLE 4. WARRANTIES AND COVENANTS BY DEVELOPER.......................................10 ARTICLE 5. PROPERTY MAINTENANCE .................................................................................15 ARTICLE 6. DISBURSEMENT OF LHTF FUNDS.....................................................................19 ARTICLE 7. CONSTRUCTION OF THE PROJECT .................................................................21 ARTICLE 8. OPERATIONS OF THE PROJECT .......................................................................26 ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS ....................................................28 ARTICLE 10. DEFAULT AND REMEDIES. ................................................................................33 ARTICLE 11. GENERAL PROVISIONS......................................................................................35
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CITY OF FRESNO
LOCAL HOUSING TRUST FUND
LOAN AGREEMENT
This Local Housing Trust Fund (LHTF) Loan Agreement (Agreement) is entered into on ______________, 2026, (Effective Date) by and between the City of Fresno, a California municipal corporation (CITY), the City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno (AGENCY) and The Park Partners, LLC , a Limited Liability Company (hereinafter referred to as DEVELOPER).
RECITALS
A. WHEREAS, the CITY established the City of Fresno Local Housing Trust F und (Trust Fund) through City Council adoption of Resolution No. 2021-201 on July 29, 2021, for the purpose of addressing the need for decent, safe, and affordable housing within the City of Fresno.
B. WHEREAS, the CITY has elected to use a portion of the funds held in its Trust Fund, to advance the supply of affordable rental housing within the City of Fresno by providing construction loans and/or permanent financing loans to pay for property acquisition, entitlement, environmental clearance, predevelopment costs, construction costs, rehabilitation costs, and other costs associated with the development of affor dable rental housing projects.
C. WHEREAS, the City released the Local Housing Trust Fund (LHTF) Notice of Funding Availability (NOFA) on March 27, 2026, for the development of multifamily new construction and/or substantial rehabilitation projects.
D. WHEREAS, in response to the NOFA, the DEVELOPER submitted a qualifying proposal that was selected for the new construction development of a new 8 story, 174-unit multifamily residential building intended for student housing (Project). Seventy units will be restricted as affordable for households earning no more than 80% AMI, of which 15 units will be LHTF-Assisted Units as defined by the LHTF Program as more particularly described in EXHIBIT “B” – Project Description and Schedule, incorporated herein.
E. WHEREAS, the Project, serves the intent of the LHTF Program by serving households that meet the qualifications of HCD’s income restrictions of households with average incomes of 50 - 80% Area Median Income (AMI).
F. WHEREAS, the Project will be constructed upon LHTF-eligible property located at 815, 829, 835 Fulton St, Fresno, CA, 93721, (APN’s 468-282-23T, 468-282-05T, and 468-282-22T) (Property), more particularly described in Exhibit "A” – Property Description, attached hereto. The Property consists of 1 parcel previously owned by the CITY and 2 parcels previously owned by the AGENCY; and
G. WHEREAS, on May 28, 2026, the parties closed escrow on the Property wherein Developer paid $570,200 to the CITY and $156,800 to the AGENCY; and H. WHEREAS, the AGENCY contributed the funds from the sale of the Property in the amount of $156,800 to the Trust Fund to fund the Project; and I. WHEREAS, to further its goal to increase the supply of affor dable housing within the City of Fresno, the CITY and AGENCY desire to assist the DEVELOPER by providing a Three Million Seven Hundred Twenty Seven Thous and Dollars ($3,727,000.00),
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comprised of $3,570,200 from the CITY (City LHTF Funds) and $156,800 from the AGENCY (Agency Funds), collectively (LHTF Funds) to the Project , at 3% interest for a period of 55 years for the Project for Eligible 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, Exemplar Promissory Notes attached as Exhibit “F” and “F-1”, upon the terms and conditions in this Agreement.
J. WHEREAS, the CITY has determined that the Project qualifies as a ministerial project under the California Environmental Quality Act (CEQA) and is therefore exempt from the preparation of environmental documents pursuant to CEQA Guidelines, Article 18.
Statutory Exemptions, Section 15268 (Ministerial Projects).
K. WHEREAS, under Fresno Municipal C ode (FMC) Chapter 15, Article 51, a Zone Clearance is a ministerial action used to verify that a proposed use or structure complies with all applicable zoning and development standards.
L. WHEREAS, the Project is a residential development in a zone where multifamily housing is permitted by right. The Project complies with all applicable standards in the FMC, including height, setbacks, parking, and design guidelines. The Project does not require a Conditional Use Permi, rezone or variance and therefore does not trigger discretionary review.
M. WHEREAS, the Project qualifies for a Zone Clearance pursuant to FMC Sections 15-4907 and 15 -5101 through 15 -5103, which is a ministerial approval processed at the staff level to confirm zoning compliance. Under CEQA Guidelines Section 15268, ministerial projects are exempt from CEQA and, because the Project requires only a Zone Clearance, no environmental review is required of the City.
N. WHEREAS, the CITY has determined that this Agreement is in the best interest 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 infl uence in the neighborhood and surrounding environs, (ii) is in the vital and best interest of the CITY, and the health, safety, and welfare of CITY residents, (iii) complies with applicable federal, State, and local laws and requirements, (iv) will increase, improve, and preserve the community’s supply of Very Low- to Low-Income Housing available at an affordable cost to Very 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 Very Low- to Low-Income Housing, and (vi) will comply with any and all owner participation rules and criteria applicable thereto.
O. 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.
P. WHEREAS, the parties acknowl edge and agree that the obligations and liabilities of the DEVELOPER hereunder shall be joint and several unless and except to any extent expressly provided otherwise.
Q. WHEREAS, on May 15, 2026, DEVELOPER adopted a resolution authorizing and approving the submission of DEVELOPER’s application for funding under the NOFA; for the development of the Project.
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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/rehabilitation on the eligible Property, as hereinafter defined.
1.3 Affordability Period means the minimum period of 55-years commencing from the date the CITY records a Certification of Completion during which the Affordable Housing Units must be maintained and operated in accordance with the affordability requirements set forth in this Agreement and applicable law. The Affordability Period shall remain in effect regardless of the repayment or satisfaction of the Loan, unless earlier terminated in accordance with the terms of this Agreement or applicable regulations.
1.4 Affordable Housing Units means all the units (excluding a manager unit) in the Project required to meet the affordability requirements set forth in this Agreement.
1.5 Agreement shall mean this funding Agreement, including all attachments hereto, between the DEVELOPER, CITY, and AGENCY.
1.6 Annual Financial Statement shall mean the certified financial statement of DEVELOPER for the Project using generally accepted accounting principles (GAAP), including Operating Expenses and Annual Project Revenue, prepared at Developer’s expense, by an independent certified public accountant reasonable acceptable to CITY, and submitted annually during the term of the Loan, or more frequently as requested by the CITY, by the City Manager, along with and as a part of the Annual Financial Statement, Developer shall submit true, legible, and complete copies of the source documentation supporting the Annual Financial Statement for the Project
1.7 Area Median Income or AMI means the most recent applicable county median family income published by HCD and available on HCD’s website.
1.8 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 City Funds hereunder requires City Council Approval, attached hereto as EXHIBIT “C”.
1.9 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.
1.10 CFR means the Code of Federal Regulations.
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1.11 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.
1.12 Completion Date means the date the CITY issues a recorded Certificate of Completion for the Project as identified in EXHIBIT “E” attached hereto. The Completion of the Project is identified in Exhibit “B”.
1.13 Declaration of Restrictions means the Declaration of Restrictions in the 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 and concurrently with the recording of this Agreement.
1.14 Deed of Trust means that standard form Deed of Trust (including the security agreement) given by the DEVELOPER as Trustor, to the CITY and the AGENCY as beneficiaries, through escrow established by the DEVELOPER at its sole cost and expense with Chicago 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 EXHIBIT “G-1” 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.
1.15 Eligible Costs means as of the Effective Date of this Agreement construction, costs that are eligible for funding under the City LHTF program for the placement of Affordable Housing Units funded by the Loan, consistent with the Project Budget attached as EXHIBIT “C”, and allowable under City 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.
1.16 Event of Default shall have the meaning assigned to such term under Section
10.1 hereunder.
1.17 Family has the same meaning given that term in 24 CFR 5.403.
1.18 Funds or LHTF Funds means the City LHTF Funds and Agency Funds consisting of the Loan, in an amount not to exceed Three M illion Seven Hundred Twenty- Seven Thousand Dollars ($3,727,00.00) to be used for LHTF Eligible Costs.
1.19 Funding Sources means the LHTF Funds, conventional construction loans, other state, federal, and local funds, and any other funds that may become available to the Project.
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
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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 15 of the 174 Affordable Housing Units to be constructed on the Property and preserved as affordable housing consistent with the terms of this Agreement, for the duration of the 55-year Affordability Period. The LHTF-Assisted Units are included within the 70 affordable units preserved pursuant to the requirements of the Amended and Restated Disposition and Development Agreement, effective February 26, 2026, and recorded on March 5, 2026, as document Number 2026-0021775 in the Office of the Fresno County Recorder.
1.24 Loan means the Project Loan of LHTF Funds provided under a CITY-issued Notice of Funding Availability, in the total amount not to exceed Three Million Seven Hundred Twenty-Seven Thousand Dollars ($3,727,000.00) made available by the CITY and AGENCY to Developer pursuant to this Agreement, comprised of $3,570,200 from the CITY (City LHTF Funds) and $156,800 from the AGENCY (Agency Funds), as more specifically described in the Budget and in the Promissory Notes attached hereto. The Loan shall be payable in accordance with the terms of the Notes, shall be secured by Deeds of Trust on each parcel constituting the Property, and shall be subject to the Deeds of Trust attached hereto.
1.25 Loan Documents are collectively this Agreement, Promissory Notes - EXHIBIT “F” and “F-1”, Deeds of Trust – EXHIBIT “G” and “G-1”, 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 is no more than 80% of area median income (AMI) for Fresno, California as published and updated annually by the California D epartment of Housing and Community Development ( HCD).
1.27 Note means that certain Three Million Seven Hundred Twenty Seven Thousand Dollar ($3,727,000.00) LHTF Loan Note, comprised of $3,570,200 from the CITY , given by the DEVELOPER as promisor, in favor of the CITY as promisee for said City LHTF Funds and $156,800 from the AGENCY given by the D EVELOPER as promisor, in favor of the Agency as promise for said Agency Funds, evidencing the Loan(s) and performance of the affordability and other covenants and restrictions set forth in this Agreement, secured by the Deeds of Trust as no worse than 3
rd and 4th position liens upon the Property, naming the CITY (as to the City LHTF Funds) and AGENCY (as to Agency Funds), respectively, as beneficiary and provided to the CITY and AGENCY, no later than the date of the Project funding hereunder, an exemplar of which is attached hereto as EXHIBIT “F“ and “F-1”, and incorporated herein, as well as any amendments to, modifications of and restatements of said Note consented to by the CITY.
1.28 Notice of Cancellation means the formal written cancellation by the CITY upon the written request of the DEVELOPER where the parties terminate their contractual relationship in whole or in part as provided hereunder, without default.
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1.29 Notice of Completion means a notice filed by the owner of a construction project, in the County Recorder’s Office, stating that the construction has been completed.
1.30 Operating Expenses means actual, reasonable and customary (for comparable 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.
1.31 Project the construction of The Park at South Stadium multifamily housing development of up to 174 rental units, as more particularly described in Exhibit “B”, attached hereto.
1.32 Project Schedule means the schedule for commencement and completion of the Project included in EXHIBIT “B”, attached hereto.
1.33 Project Units means the 174 rental units to be constructed on the Property.
1.34 Property means the property located at 815, 829, 835 Fulton St, Fresno, CA 93721 (APN: 468-282-23T, 468-282-05T, 468-282-22T) as more specifically described in the as more specifically described in EXHIBIT “A” - Property Description, attached hereto.
1.35 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 garbage collection, sewer, water, common area electricity, but not telephone or internet service), any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the DEVELOPER, and paid by the tenant. Rent does not include payments for any optional services provided by the DEVELOPER.
1.36 Senior Financing means the financing for the Project set forth on the Budget and Finance Plan which shall be senior to the LHTF Loan.
1.37 Senior Lender means lenders providing the Senior Financing for the Project.
1.38 Very Low-Income Household means households whose gross income is no more than 50% of area median income (AMI) for Fresno, California as published and updated annually by the California D epartment of Housing and Community Development (HCD).
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ARTICLE 2. TERMS OF THE LOAN
2.1 Loan of LHTF Funds. The CITY and AGENCY agree to provide a loan of LHTF Funds to the DEVELOPER, in an amount not to exc eed Three M illion Seven Hundred Twenty-Seven Thousand Dollars ($3,727,000.00) ), comprised of $3,570,200 from the CITY (City LHTF Funds) and $156,800 from the AGENCY (Agency Funds), all under the terms and conditions provided in this Agreement. The LHTF Funds shall be used for payment of Eligible Costs.
2.2 Loan Documents. The D EVELOPER shall execute and deliver the Loan Documents including the Promissory Notes to the CITY and AGENCY, and notarized Deeds of Trust to Chicago 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 funding 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 or 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 Lender”), to no worse than 3rd position for the City LHTF Funds and 4th position for the Agency Funds, 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 or Executive Director that the conditions in this Section have been satisfied, the City Manager or Executive Director or his/her designee will be authorized to execute the approved subordination agreement, inter-creditor agreements, standstill agreements, and/or other
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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 Limited Liability Company and in good standing with the State of California; and the D EVELOPER has the requisite power, right, and legal authority to execute, deliver, and perform its obligations under the Agreement and has taken all actions necessary to authorize the execution, delivery, performance, and observance of its obligations under this Agreement. This Agreement, when executed and delivered by the DEVELOPER, is enforc eable 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
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the operation of the Project as contemplated by the DEVELOPER, do not violate any existing federal, State, or local laws of regulations.
3.6 No 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 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 one Project Unit, whichever is greater, must be constructed to be accessible to persons with mobility disabilities.
An additional 2% of the Project Units, or at least one Project Unit, whichever is greater, must be accessible to 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
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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; 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 identify market units constructed in the future, and to assess the results of these actions.
4.3 Intentionally omitted.
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 under this Agreement to be performed in compliance with all
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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, AGENCY 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 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, AGENCY, 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 Very Low and 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 and AGENCY that after issuance of a recorded Certification of Completion for the Project until the expiration of the Affordability Period it shall cause 15 LHTF-Assisted Units to be rented as affordable housing for Very Low to Low-Income Households.
C. Without waiver or limitation, the CITY and AGENCY 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 AGENCY 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 Intentionally omitted.
4.9 Initial and Annual Income Certification and Reporting. The D EVELOPER covenants and agrees with the CITY and AGENCY 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 and AGENCY. The DEVELOPER further warrants, covenants and agrees that it will c ooperate with the CITY and AGENCY in the CITY and AGENCY’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 City 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
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providers for the Project, shall comply with all applicable local, State and federal requirements concerning equal employment opportunity, including compliance with Executive Order (E.O.) 11246, “Equal Employment Opportunity”, as amended by E.O. 11375, (amending E .O. 11246 Relating 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 and AGENCY that it shall submit performance reports to the CITY and AGENCY 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
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for the expenditure of LHTF Funds using generally accepted accounting principles, which financial documentation shall be made available to the CITY, AGENCY, and HUD upon their respective written request(s). Recipients of LHTF Funds shall comply, to the extent required by the LHTF Statutes and Program 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 and AGENCY that 15 of the Project Units will be LHTF-Assisted Units and rented to Very Low- to Low-Income Households and other requirements during the Affordability 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 80% 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 and AGENCY all LHTF Funds disbursed to the DEVELOPER by the CITY and AGENCY.
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 and AGENCY will not be required to provide any further LHTF 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 during its time on title shall cause the maintenance of the Project and Property to be in compliance with all applicable codes, laws, and ordinances. The CITY reserves the right to require the DEVELOPER to change the property man agement company for the Property if it is determined through annual pr operty monitoring that the property management company is not performing satisfactorily.
5.2 Affordable Rental Housing. The D EVELOPER covenants and agrees that the Project shall constitute 174 Project Units with 15 LHTF-Assisted Units for rent and preserved as “floating” for Very Low to Low-Income rental household as provided at 24 C.F.R. 92.252 during the entire Affordability Period. This covenant shall remain in effect and run with and restrict the land during the entirety of the Affordability Period. In the event the DEVELOPER fails to comply with the time period in which the LHTF-Assisted Units constitute affordable housing, the CITY and AGENCY 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
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Project Units to be in compliance with, and not to cause or permit the Project to be in violation of, any Hazardous Materials law, rule, regulation, ordinance, or statute. Although the CITY will utilize its employees and agents for regular inspection and testing of the eligible Property, the DEVELOPER agrees that, if the CITY has reasonable grounds to suspect any such violation, the DEVELOPER shall be entitled to 30 days' notice and opportunity to cure such violation. If the suspected violation is not cured, the CITY shall have the right to retain an independent consultant to inspect and test the eligible Property for such violation. If a violation is discovered, the DEVELOPER shall pay for the reasonable cost of the independent consultant.
Additionally, the DEVELOPER agrees:
A. That the CITY shall not be directly or indirectly responsible, obligated or liable with the inspection, testing, removal or abatement of asbestos or other hazardous or toxic chemicals, materials, substances, or wastes and that all cost, expense and liability for such work shall be and remain solely with the DEVELOPER; B. Not to transport to, or from, the 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 relating to any investigation, site monitoring, containment, cleanup, removal, restoration, or related remedial work of any kind or nature.
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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 or AGENCY’s, written request during the term of this Agreement, the DEVELOPER, at its sole cost and expense shall submit to the CITY and AGENCY:
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, AGENCY, 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 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
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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 or AGENCY may audit any conditions relating to this Agreement at the CITY or AGENCY’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 and AGENCY 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 and AGENCY.
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 and AGENCY, 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 and AGENCY’s written approval of the granting of the security interests in the Property described in Section 5.9 above.
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 or on the operation of the Project, except such obligations and liab ilities that have been disclosed to the CITY and AGENCY 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 and AGENCY upon becoming aware of any Event of Default under this
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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 dis approving 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 Loan 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 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
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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 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 coverage 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 provided the CITY with a written request for LHTF Funds (provided by the CITY), for reimbursement of eligible Project construction 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 Three Million Seven Hundred Twenty-Seven Thousand Dollars ($3,727,000.00) 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 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
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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 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 contractors or subcontractors for this Project. The DEVELOPER shall require that each such general contractor agreement contain a provision whereby the party(ies) to the agreement, other than the DEVELOPER, agree to: (i) notify the CITY immediately of any event of default by the DEVELOPER thereunder, (ii) notify the CITY 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 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
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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 and AGENCY of any new financing or funding not included in the Budget for the Project, and the DEVELOPER shall provide the CITY with copies of all agreements with 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 of 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, AGENCY, and other public authorities during reasonable business hours, 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 re sponsible, 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 Project is served on the CITY or any other third party in connection with the Project, the DEVELOPER shall, within 20 days of such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the CITY a surety bond in sufficient form and amount, or provide the CITY with other assurance satisfactory to the CITY that the claim of lien or stop notice will be paid or discharged.
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A. If the DEVELOPER fails to discharge, bond or otherwise satisfy the CITY with respect to any lien, encumbrance, charge or claim referred to in Section
7.11 above, then, in addition to any other right or remedy, the CITY may, but shall not be obligated to, discharge such lien, encumbrance, charge, or claim at the DEVELOPER’s expense. Alternatively, the CITY may require the DEVELOPER to immediately deposit with the CITY the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The CITY may use such deposit to satisfy any claim or lien that is adversely determined against the DEVELOPER. The DEVELOPER hereby agrees to indemnify and hold the CITY harmless from liability for such liens, encumbrances, charges or claims together with all related costs and expenses.
7.12 Permits and Licenses. The DEVELOPER shall submit, for CITY approval, all the necessary permits and licenses required 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 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
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improvements on site in 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 and AGENCY 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 and AGENCY, 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 and AGENCY, in a form approved by the CITY and AGENCY. 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 affordability requirements, and such other information the CITY or AGENCY may be required by law to obtain. The DEVELOPER shall provide any additional information reasonably requested by the CITY or AGENCY upon request and at the annual monitoring of the Property.
C. Annually, beginning on the first day of the month following the CITY’s issuance of the final Certificate of 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
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and AGENCY 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. An 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 need to take or what standards it will need to meet in order to obtain the Certificate of Completion. Upon the DEVELOPER taking the specified measures and meeting the specified standards, the DEVELOPER will certify to the CITY in writing of such compliance and the CITY shall deliver the recordable Certificate of Completion to the D EVELOPER in accordance with the provisions of this Section.
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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. Fifteen LHTF-Assisted Units shall be rented and occupied by, or if vacant, available for rental occupancy by Lower Income Households, at or between 50% - 80% AMI as set forth in this Agreement. The DEVELOPER shall comply with the income targeting requirements of the City LHTF Program Guidelines and the LHTF NOFA.
8.3 Leasing theLHTF Affordable UnitsBefore leasing any LHTF-Assisted Units, the DEVELOPER shall submit its proposed form of lease agreement for the CITY’s review and approval. The D EVELOPER 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 Very 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 a 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 Man agement 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 proposes to enter into with the lower income tenants. The DEVELOPER shall abide by the terms of this Final Management Plan, approved by the CITY, in marketing, managing, and maintaining the Project 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 DEVELOPER 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 and AGENCY 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 Project 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. Fifteen 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. 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 California Department of Housing and Community Development Department (HCD) and the U.S. Department of Housing and Urban Development (HUD) consistent with the LHTF Program requirements applicable to the LHTF-Assisted Units in the Fresno, California area The DEVELOPER agrees to furnish the CITY and AGENCY with a certificate setting forth the maximum monthly rentals for the LHTF-Assisted Units until the expiration of the Affordability 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, AGENCY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, DEVELOPER or any of its subcontractors fail to maintain any required insurance in full force and effect, all
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services and work under this Agreement shall be discontinued immediately until notice is received by CITY and AGENCY 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 and AGENCY. Any failure to maintain the required insurance shall be sufficient cause for CITY and AGENCY to terminate this Agreement. No action taken by CITY and AGENCY 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 and AGENCY 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 and AGENCY shall apply to all claims and liab ility 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 liabilit y 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 renovation of, or addition to, an existing building.)
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(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 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, AGENCY, 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 and AGENCY. 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 and AGENCY 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 and AGENCY, 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, AGENCY, 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 and AGENCY.
The coverage shall contain no special limitations on the scope of protection afforded to the CITY, AGENCY, its officers, officials, employees, agents, and volunteers.
If the DEVELOPER maintains higher limits of liability than the minimums shown above, the CITY and AGENCY require 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 and AGENCY as loss payee.
All insurance policies required including the Workers’ Compensation insurance policy shall contain a waiver of subrogation as to the City, AGENCY, its officers, officials, agents, employees, and volunteers.
The DEVELOPER shall furnish the CITY and AGENCY 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 and AGENCY, the DEVELOPER shall immediately furnish the CITY and AGENCY 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 and AGENCY 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 D EVELOPER 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 and AGENCY to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, DEVELOPER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.
9.2 Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, D EVELOPER shall indemnify, defend and hold harmless CITY, AGENCY, and each of its officers, officials, employees, agents, and volunteers from any and
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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 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, AGENCY, 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, AGENCY, 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, AGENCY, 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 and AGENCY.
Upon the tender by CITY or AGENCY to DEVELOPER , DEVELOPER shall be bound and obligated to assume the defense of CITY, AGENCY, 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, AGENCY, or any of its officers, officials, employees, agents, or volunteers.
It is further understood and agreed by D EVELOPER that if CITY or AGENCY tenders a defense of a claim on behalf of CITY, AGENCY, or any of its officers, officials, employees, agents, or volunteers and D EVELOPER fails, refuses or neglects to assume the defense thereof, CITY, AGENCY, 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, AGENCY, 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 Agreement. In addition, such obligations remain in force regardless of whether CITY or AGENCY 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 Agreement. 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 or AGENCY, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations.
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The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Agreement.
If DEVELOPER should subcontract all or any portion of the work to be performed under this Agreement, DEVELOPER shall require each subcontractor to Indemnify, hold harmless and defend CITY, AGENCY, and each of its officers, officials, employees, agents and volunteers in accordance with the terms as set forth above.
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 and AGENCY, 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 and AGENCY shall be added by endorsement as a loss payee thereon.
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 and AGENCY, covering the Project premises, with limits reflective of the value of the Project premises upon issuance of the Certificate of Completion or substantial completion of the project referenced in this agreement, including fire and Extended Comprehensive Exposure (ECE) coverage in an amount, form, substance, and quality as acceptable to the CITY’s Risk Manager. The CITY and AGENCY 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 Project as reflected in the DEVELOPER’s pro forma bu dget, 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 Project 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:
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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 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 or AGENCY upon the CITY or AGENCY’s request; or (7) the DEVELOPER’s failure to comply with any federal, 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 or AGENCY, 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
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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 D EVELOPER 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 or AGENCY is a party to such agreement after expiration of all notice and cure periods contained within such document.
10.2 Notice of Default and Opportunity to Cure. The CITY and AGENCY 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 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 or AGENCY’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 and AGENCY acknowledges and agrees that the DEVELOPER shall have the right to cure any defaults hereunder and that notice, and cure rights hereunder shall extend to any and all partners of the DEVELOPER that are previously identified in writing delivered to the CITY and AGENCY 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 and AGENCY 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 and AGENCY 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 and AGENCY recognize that other Project funders and equity investors may require
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revisions to the Loan Documents to be consistent with their funding and investing requirements. The CITY and AGENCY agree 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 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, AGENCY, 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 and 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, AGENCY, 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 and AGENCY for all reasonable expenses and costs of collection and enforcement,
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including reasonable attorney's fees, incurred by the CITY and AGENCY 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 without the prior written consent of the CITY and AGENCY, which consent shall not be unreasonably withheld or delayed. City consents to DEVELOPER’s assignment of this Agreement to The Gan at South Stadium, LLC.
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, AGENCY, and any such person in writing, they may not enter any claim or bring any such action against the CITY or AGENCY under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the CITY, AGENCY, and such person, each such person shall be deemed to have waived in writing all right to seek redress from the CITY and AGENCY under any circumstances whatsoever.
11.16 No Waiver. Neither failure nor delay on the part of the CITY or AGENCY 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 D EVELOPER therefrom shall be effective unless the same shall be in writing, signed on behalf of the CITY and AGENCY 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, AGENCY, 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.
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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 the AGENCY: Marlene Murphey, Executive Director
City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno
848 M. Street, 3rd Floor
Fresno, CA 93721
If to DEVELOPER: Jeff Isenstadt and Mehmet Noyan
c/o The Park Partners LLC
ATTN: Executive Director
2029 Century Park E., Suite 400
Los Angeles, CA 90067
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 Agency and execute any documents required, promptly upon the CITY and AGENCY’s request, and to promptly effectuate the recordation of this Agreement, the Declaration of Restrictions, the Deed of Trust, and any other documents/instruments that the CITY and AGENCY require 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:
CITY OF FRESNO, in its capacity as Housing
Successor to the Redevelopment Agency of
the City of Fresno
By:______________________________
Marlene Murphey,
Executive Director
(Attach notary certificate of acknowledgment)
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Tracy N. Parvanian Date
Assistant City Attorney
ATTEST:
AMY K. ALLER
Interim City Clerk
By:
Deputy Date
The Park Partners LLC, a California
limited liability company
By: ___________________________
Mehmet Noyan
Co-Managing Member
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Co-Managing Member
(Attach notary certificate of acknowledgment)
Attachments:
EXHIBIT A: PROPERTY DESCRIPTION
EXHIBIT B: PROJECT DESCRIPTION AND SCHEDULE
EXHIBIT C: PROJECT BUDGET
EXHIBIT D: EXEMPLAR DECLARATION OF RESTRICTIONS
EXHIBIT E: CERTIFICATE OF COMPLETION
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EXHIBIT F: EXEMPLAR PROMISSORY NOTE
EXHIBIT F-1 PROMISSORY NOTE
EXHIBIT G: EXEMPLAR DEED OF TRUST ASSIGNMENT OF RENTS
EXHIBIT G-1 EXEMPLAR DEED OF TRUST
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EXHIBIT “A”
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
APN: 468-282-23T
LOT 10 AND NORTHWEST 8 1/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN OF
FRESNO, IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 12 AND 13 AND THE SOUTHEASTERLY 16-2/3 FEET OF LOT 11 IN BLOCK 74 OF
THE TOWN (NOW CITY) OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 14,15 AND 16 IN BLOCK OF THE TOWN OF FRESNO, IN THE CITY OF THE
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS. CONTAINS AN AREA OF 26,250 SQUARE FEET, MORE OR LESS.
APN 468-282-22T:
PARCEL B OF PARCEL MAP 70-52 AS PER MAP RECORDED OCTOBER 14, 1970 IN BOOK 2 OF PARCEL MAPS AT PAGE 30, FRESNO COUNTY RECORDS
APN 468-282-05T:
LOT 9 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, IN THE CITY OF FRESNO,
COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
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EXHIBIT “B”
PROJECT DESCRIPTION AND SCHEDULE
I. PROJECT DESCRIPTION
The Park at South Stadium will be located at 815, 829, 835 Fulton Street at the intersection of Fulton & Inyo Street in downtown Fresno. The Project will consist of the ground-up construction of an eight-story, approximately 123,000 square foot mixed-use building containing 174 fully furnished residential units. A total of 70 units will be set aside for affordable housing; 35 units will be restricted to Low-Income Households earning no more than 80% AMI and 35 units will be restricted to Low-Income Households earning no more than 75% of the maximum income of 80%. Of the total 70 units, 15 units will be restricted as floating LHTF Assisted Units as shown below.
LHTF-FUNDED FLOATING UNITS
II. PROJECT SCHEDULE
Items Completed Time for
Performance
Outside Date for
Performance
Responsible
Party
City of Fresno City Council
consideration of ‘Resolutions’ for all
Municipal Funding along with
TEFRA Hearin
g Approvals.
February 26, 2026
City
Publish Preliminary Limited Offering
Memorandum (PLOM)
April 2, 2026 April 15, 2026 Developer - Bond
Issuer
Provide evidence of commitment on
all proposed and conditional
funding
April 20, 2026 April 30, 2026 Developer
Complete All Bond and Municipal
Loan Agreements
April 30, 2026 May 15, 2026 Developer, Non-
Profit Partner,
Bond Holder, City
& HSA
Developer & Non Profit Partnership
Agreement Vesting
May 4, 2026 May 15. 2026 Developer and
Non-Profit Partner
% of Median Unit Bedrooms
50% or less 5 Two-bedroom
80% or less 10 Two-bedroom
Totals 15
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Escrow Closing
(Land and Project Funding)
May 4, 2026 May 15, 2026 City, HSA, and
Developer
Grade Permitting July 2026 August 31, 2026
Developer and
City
Foundation Permits September 2026 September 30, 2026
Developer and
City
Building Permits
November 2026 December 31, 2026 Developer and
City
Completion of Construction of
Developer’s Improvements. The
Developer shall complete
construction of the improvements to
be constructed on the Project Site.
June 2028
June 30, 2028
Developer
Issuance – Certificate of
Completion. City shall furnish the
Developer with a Certificate of
Completion on the Project.
July 2028
July 31, 2028
City and HSA
Grand Opening July 2028
July 31, 2028
Developer
*Start of Lease Stabilization July 2028
November 30, 2028
Developer
* Lease Stabilization can take up to a 12-month period.
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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: 468-282-23T, 468-282-22T, 468-282-05T
DECLARATION OF RESTRICTIONS
THIS DECLARATION OF RESTRICTIONS (Declaration) is executed as of this _____ day of _____________, 2026, by The Park Partners, LLC, a California Limited Liab ility Company (DECLARANT), in favor of the CITY OF FRESNO, a California municipal corporation (CITY) and the City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno (Agency).
WHEREAS, the DECLARANT is the owner of the real estate in the City of Fresno, County of Fresno, California, located at 815, 829, 835 Fulton St, Fresno, CA 93721, 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 City of Fresno Local Housing Trust Fund, to the DECLARANT, and the DECLARANT agrees to construct a 174 unit multifamily residential building, of which 15 will be LHTF-Assisted Units and reserved as affordable rental housing available to Very-Low to Low-Income Households, subject to the terms and conditions set forth in the LHTF Agreement, for Very Low to Low-Income Households earning 50%-80% of area median income (AMI) of the State income limits referenced by Household Size.
WHEREAS, the LHTF regulations promulgated by the California D epartment 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 AGENCY, 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 and AGENCY 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 AGENCY 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 and AGENCY. 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 15 LHTF-Assisted Units to be used as rental affordable housing to Very 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 and AGENCY. 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 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 and AGENCY.
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iii. Household Income Requirements. The 15 LHTF-Assisted Units constructed on the Project Property may be rented only to a natural person(s) whose annual Household income at the time of rental is 50%-80% of area median income (AMI) of State income limits referenced by Household’s size.
Item (a) above is hereinafter referred to as the Covenant and Restriction.
3. Enforcement of Restrictions. Without waiver or limitation, the CITY and AGENCY 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. 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 and AGENCY 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 owner of the Property may exempt itself from liability for failure to comply with the Covenant and Restriction required in this Declaration; provided however, that upon the transfer of the Property, the transferring owner may be released from liability hereunder, upon the CITY and AGENCY’s written consent of such transfer, which consent shall not be unreasonably withheld, conditioned, or delayed.
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8. Severability. The invalidity of the Covenant and Restriction or any other covenant, restriction, condition, limitation, or other provision of this Declaration shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Declaration and each shall be enforceable to the greatest extent permitted by law.
9. Pronouns. Any reference to the masculine, feminine, or neuter gender herein shall, unless the context clearly requires the contrary, be deemed to refer to and include all genders. Words in the singular shall include and refer to the plural, and vice versa, as appropriate.
10. 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, AGENCY, 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 and AGENCY shall be exercised by its rights against the Property pursuant to the Deed of Trust and the CITY and AGENCY shall have no right to seek or recover any deficiency amount from DECLARANT. ///
698572v1
IN WITNESS WHEREOF, DECLARANT has executed this Declaration of Restrictions on the date first written above.
D E C L A R A N T :
THE PARK PARTNERS LLC, a California limited liability company
By: ___________________________
Mehmet Noyan
Manager
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Manager
(Attach notary certificate of acknowledgment)
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EXHIBIT “A”
Legal Description
To Declaration of Restrictions
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
APN: 468-282-23T
LOT 10 AND NORTHWEST 8 1/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN OF
FRESNO, IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 12 AND 13 AND THE SOUTHEASTERLY 16-2/3 FEET OF LOT 11 IN BLOCK 74 OF
THE TOWN (NOW CITY) OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 14,15 AND 16 IN BLOCK OF THE TOWN OF FRESNO, IN THE CITY OF THE
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS. CONTAINS AN AREA OF 26,250 SQUARE FEET, MORE OR LESS
APN 468-282-22T:
PARCEL B OF PARCEL MAP 70-52 AS PER MAP RECORDED OCTOBER 14, 1970 IN BOOK 2 OF PARCEL MAPS AT PAGE 30, FRESNO COUNTY RECORDS
APN 468-282-05T:
LOT 9 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, IN THE CITY OF FRESNO,
COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
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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: 468-282-23T, 468-282-22T, 468-282-05T
City of Fresno
By:
Georgeanne A. White, City Manager
Date:
698572v1
Certificate of Completion
APN: 468-282-23T, 468-282-22T, 468-282-05T
Recitals:
A. By a Local Housing Trust Fund (LHTF) Agreement dated ______________, 2026, (LHTF Agreement) between the City of Fresno, a California municipal corporation (CITY), the City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno (Agency) and The Park Partners, LLC., a Limited Liability Company (DEVELOPER), the DEVELOPER agreed to construct 174 housing units of which a total of 15 are to be LHTF-Assisted Units, 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 _______, 202__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,
a California municipal corporation
By:__________________________
Georgeanne A. White
City Manager
(Attach notary certificate of acknowledgment)
CITY OF FRESNO, in its capacity as
Housing Successor to the Redevelopment
Agency of the City of Fresno
By:______________________________
Marlene Murphey,
Executive Director
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:__________________________
Tracy N. Parvanian Date
Assistant City Attorney
ATTEST:
AMY K. ALLER
City Clerk
By:__________________________
De
puty Date
The Park Partners LLC, a California
limited liability company
By: ___________________________
Mehmet Noyan
Manager
(Attach notary certif icate of
acknowledgment)
By: ___________________________
Jeff Isenstadt
Manager
(Attach notary certif icate 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: $3,570,200 Date: ________________
Fresno, California
For value received, the undersigned, The Park Partners, LLC, a California limited liability company, (BORROWER), promises to pay to the order of the City of Fresno, a California municipal corporation, (Lender), the sum of Three Million Five Hundred Seventy Thousand Two Hundred Dollars ($3,570,200.00), 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 13% of annual 100% of Residual Receipts, to the extent that Residual Receipts exist and are itemized in audited financial statements supplied to Lender with each payment hereunder, shall be due 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). Developer may annually repay the Note pursuant to the Amortization Schedule set forth in the Exhibit “A.” 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 pursuant to the Amortization Schedule set forth in Exhibit “A” if said funds are unavailable or 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
698572v1
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 of:
(i) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the BORROWER, (ii) contributions to any prudent and reasonable cash reserves for working capital, operating expenses, capital expenditures, repairs, replacements and anticipated expenditures, in such amounts as may be reasonably required by the lenders to the Project for the operation of the Project not to exceed the amount required by the Project's permanent lender, annually adjusted in proportion to the average increase of the following indices (a) the United States Bureau of Labor Statistics for Hourly Wage Rates of all workers in manufacturing, and (b) of all Commodity Wholesale Prices, said indices shall be re-defined to the mutual satisfaction of the parties in the event of change in form and basis of indices, all increases shall use the indices for calendar year 2010 as their base; and ( iii) the payment of principal and interest, and any associated fees, expenses, and costs, with respect to the senior Financing.
Operating Expenses means actual, reasonable and customary (for comparable quality, newly constructed rental housing developments in Fresno County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of the Affordable Project in a calendar year, including, without limitation: painting, cleaning, repairs, alterations, landscaping, ut ilities, 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
698572v1
favor of and delivered to the Lender (Deed of Trust), insured as a 3rd position lien on the Property.
Time is of the essence. It will be a default under this Note if the BORROWER defaults under the Agreement, any other Loan Document with the Lender, or this Note and such default continues beyond the notice and cure period as provided in such documents. In the event of a default by the BORROWER with respect to any sum payable under this Note and the failure to cure such default within ten 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:
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Except as provided herein or in the Agreement, if the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable.
The Lender, 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 repayment of the Loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property pursuant to the Deed of Trust and the Lender shall have no right to seek or recover any deficiency amount from the BORROWER or any 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.
The Park Partners LLC, a California limited liability company
By: ___________________________
Mehmet Noyan
Co-Managing Member
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Co-Managing Member
(Attach notary certificate of acknowledgment)
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EXHIBIT “A” to Promissory Note
AMORTIZATION SCHEDULE
Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2026 1 $0 $0 $0 $0 $0
6/30/2026 2 $0 $0 $0 $0 $0
7/31/2026 3 $0 $0 $0 $0 $0
8/31/2026 4 $0 $0 $0 $0 $0
9/30/2026 5 $0 $0 $0 $0 $0
10/31/2026 6 $0 $0 $0 $0 $0
11/30/2026 7 $0 $0 $0 $0 $0
12/31/2026 8 $0 $0 $0 $0 $0
1/31/2027 9 $0 $0 $0 $0 $0
2/28/2027 10 $0 $0 $0 $0 $0
3/31/2027 11 $0 $0 $0 $0 $0
4/30/2027 12 $0 $0 $0 $0 $0
5/31/2027 13 $0 $0 $0 $0 $0
6/30/2027 14 $0 $0 $0 $0 $0
7/31/2027 15 $0 $0 $0 $0 $0
8/31/2027 16 $0 $0 $0 $0 $0
9/30/2027 17 $0 $0 $0 $0 $0
10/31/2027 18 $0 $0 $0 $0 $0
11/30/2027 19 $0 $0 $0 $0 $0
12/31/2027 20 $0 $0 $0 $0 $0
1/31/2028 21 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/29/2028 22 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2028 23 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2028 24 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2028 25 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2028 26 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2028 27 $3,727,000 $9,318 $9,318 $0 $3,727,000
8/31/2028 28 $3,727,000 $9,318 $9,318 $0 $3,727,000
9/30/2028 29 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2028 30 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2028 31 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2028 32 $3,727,000 $9,318 $9,318 $0 $3,727,000
1/31/2029 33 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2029 34 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2029 35 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2029 36 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2029 37 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2029 38 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2029 39 $3,727,000 $9,318 $9,318 $0 $3,727,000
8/31/2029 40 $3,727,000 $9,318 $9,318 $0 $3,727,000
9/30/2029 41 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2029 42 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2029 43 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2029 44 $3,727,000 $9,318 $9,318 $0 $3,727,000
1/31/2030 45 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2030 46 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2030 47 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2030 48 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2030 49 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2030 50 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2030 51 $3,727,000 $9,318 $9,318 $0 $3,727,000
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8/31/2030 52 $3,727,000 $9,318 $9,318 $0 $3,727,000
9/30/2030 53 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2030 54 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2030 55 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2030 56 $3,727,000 $9,318 $9,318 $0 $3,727,000
Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2031 57 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2031 58 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2031 59 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2031 60 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2031 61 $3,727,000 $12,000 $9,318 $2,683 $3,724,317 6/30/2031 62 $3,724,317 $12,000 $9,311 $2,689 $3,721,628 7/31/2031 63 $3,721,628 $12,000 $9,304 $2,696 $3,718,932 8/31/2031 64 $3,718,932 $12,000 $9,297 $2,703 $3,716,229 9/30/2031 65 $3,716,229 $12,000 $9,291 $2,710 $3,713,520 10/31/2031 66 $3,713,520 $12,000 $9,284 $2,716 $3,710,803 11/30/2031 67 $3,710,803 $12,000 $9,277 $2,723 $3,708,080 12/31/2031 68 $3,708,080 $12,000 $9,270 $2,730 $3,705,350 1/31/2032 69 $3,705,350 $12,000 $9,263 $2,737 $3,702,614 2/29/2032 70 $3,702,614 $12,000 $9,257 $2,744 $3,699,870 3/31/2032 71 $3,699,870 $12,000 $9,250 $2,750 $3,697,120 4/30/2032 72 $3,697,120 $12,000 $9,243 $2,757 $3,694,362 5/31/2032 73 $3,694,362 $12,000 $9,236 $2,764 $3,691,598 6/30/2032 74 $3,691,598 $12,000 $9,229 $2,771 $3,688,827 7/31/2032 75 $3,688,827 $12,000 $9,222 $2,778 $3,686,049 8/31/2032 76 $3,686,049 $12,000 $9,215 $2,785 $3,683,264 9/30/2032 77 $3,683,264 $12,000 $9,208 $2,792 $3,680,472 10/31/2032 78 $3,680,472 $12,000 $9,201 $2,799 $3,677,673 11/30/2032 79 $3,677,673 $12,000 $9,194 $2,806 $3,674,867 12/31/2032 80 $3,674,867 $12,000 $9,187 $2,813 $3,672,054 1/31/2033 81 $3,672,054 $12,000 $9,180 $2,820 $3,669,234 2/28/2033 82 $3,669,234 $12,000 $9,173 $2,827 $3,666,407 3/31/2033 83 $3,666,407 $12,000 $9,166 $2,834 $3,663,573 4/30/2033 84 $3,663,573 $12,000 $9,159 $2,841 $3,660,732 5/31/2033 85 $3,660,732 $12,000 $9,152 $2,848 $3,657,884 6/30/2033 86 $3,657,884 $12,000 $9,145 $2,855 $3,655,029 7/31/2033 87 $3,655,029 $12,000 $9,138 $2,863 $3,652,166 8/31/2033 88 $3,652,166 $12,000 $9,130 $2,870 $3,649,296 9/30/2033 89 $3,649,296 $12,000 $9,123 $2,877 $3,646,419 10/31/2033 90 $3,646,419 $12,000 $9,116 $2,884 $3,643,535 11/30/2033 91 $3,643,535 $12,000 $9,109 $2,891 $3,640,644 12/31/2033 92 $3,640,644 $12,000 $9,102 $2,898 $3,637,746 1/31/2034 93 $3,637,746 $12,000 $9,094 $2,906 $3,634,840 2/28/2034 94 $3,634,840 $12,000 $9,087 $2,913 $3,631,927 3/31/2034 95 $3,631,927 $12,000 $9,080 $2,920 $3,629,007 4/30/2034 96 $3,629,007 $12,000 $9,073 $2,928 $3,626,079 5/31/2034 97 $3,626,079 $12,000 $9,065 $2,935 $3,623,144 6/30/2034 98 $3,623,144 $12,000 $9,058 $2,942 $3,620,202 7/31/2034 99 $3,620,202 $12,000 $9,051 $2,950 $3,617,252 8/31/2034 100 $3,617,252 $12,000 $9,043 $2,957 $3,614,295 9/30/2034 101 $3,614,295 $12,000 $9,036 $2,964 $3,611,331 10/31/2034 102 $3,611,331 $12,000 $9,028 $2,972 $3,608,359 11/30/2034 103 $3,608,359 $12,000 $9,021 $2,979 $3,605,380 12/31/2034 104 $3,605,380 $12,000 $9,013 $2,987 $3,602,393 1/31/2035 105 $3,602,393 $12,000 $9,006 $2,994 $3,599,399
698572v1
2/28/2035 106 $3,599,399 $12,000 $8,998 $3,002 $3,596,398 3/31/2035 107 $3,596,398 $12,000 $8,991 $3,009 $3,593,389 4/30/2035 108 $3,593,389 $12,000 $8,983 $3,017 $3,590,372 5/31/2035 109 $3,590,372 $12,000 $8,976 $3,024 $3,587,348 6/30/2035 110 $3,587,348 $12,000 $8,968 $3,032 $3,584,316 7/31/2035 111 $3,584,316 $12,000 $8,961 $3,039 $3,581,277 8/31/2035 112 $3,581,277 $12,000 $8,953 $3,047 $3,578,230 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2035 113 $3,578,230 $12,000 $8,946 $3,055 $3,575,175 10/31/2035 114 $3,575,175 $12,000 $8,938 $3,062 $3,572,113 11/30/2035 115 $3,572,113 $12,000 $8,930 $3,070 $3,569,043 12/31/2035 116 $3,569,043 $12,000 $8,923 $3,077 $3,565,966 1/31/2036 117 $3,565,966 $12,000 $8,915 $3,085 $3,562,881 2/29/2036 118 $3,562,881 $12,000 $8,907 $3,093 $3,559,788 3/31/2036 119 $3,559,788 $12,000 $8,899 $3,101 $3,556,687 4/30/2036 120 $3,556,687 $12,000 $8,892 $3,108 $3,553,579 5/31/2036 121 $3,553,579 $12,000 $8,884 $3,116 $3,550,462 6/30/2036 122 $3,550,462 $12,000 $8,876 $3,124 $3,547,339 7/31/2036 123 $3,547,339 $12,000 $8,868 $3,132 $3,544,207 8/31/2036 124 $3,544,207 $12,000 $8,861 $3,140 $3,541,067 9/30/2036 125 $3,541,067 $12,000 $8,853 $3,147 $3,537,920 10/31/2036 126 $3,537,920 $12,000 $8,845 $3,155 $3,534,764 11/30/2036 127 $3,534,764 $12,000 $8,837 $3,163 $3,531,601 12/31/2036 128 $3,531,601 $12,000 $8,829 $3,171 $3,528,430 1/31/2037 129 $3,528,430 $12,000 $8,821 $3,179 $3,525,251 2/28/2037 130 $3,525,251 $12,000 $8,813 $3,187 $3,522,064 3/31/2037 131 $3,522,064 $12,000 $8,805 $3,195 $3,518,869 4/30/2037 132 $3,518,869 $12,000 $8,797 $3,203 $3,515,666 5/31/2037 133 $3,515,666 $12,000 $8,789 $3,211 $3,512,455 6/30/2037 134 $3,512,455 $12,000 $8,781 $3,219 $3,509,236 7/31/2037 135 $3,509,236 $12,000 $8,773 $3,227 $3,506,009 8/31/2037 136 $3,506,009 $12,000 $8,765 $3,235 $3,502,774 9/30/2037 137 $3,502,774 $12,000 $8,757 $3,243 $3,499,531 10/31/2037 138 $3,499,531 $12,000 $8,749 $3,251 $3,496,280 11/30/2037 139 $3,496,280 $12,000 $8,741 $3,259 $3,493,020 12/31/2037 140 $3,493,020 $12,000 $8,733 $3,268 $3,489,753 1/31/2038 141 $3,489,753 $12,000 $8,724 $3,276 $3,486,477 2/28/2038 142 $3,486,477 $12,000 $8,716 $3,284 $3,483,193 3/31/2038 143 $3,483,193 $12,000 $8,708 $3,292 $3,479,901 4/30/2038 144 $3,479,901 $12,000 $8,700 $3,300 $3,476,601 5/31/2038 145 $3,476,601 $12,000 $8,692 $3,309 $3,473,292 6/30/2038 146 $3,473,292 $12,000 $8,683 $3,317 $3,469,975 7/31/2038 147 $3,469,975 $12,000 $8,675 $3,325 $3,466,650 8/31/2038 148 $3,466,650 $12,000 $8,667 $3,333 $3,463,317 9/30/2038 149 $3,463,317 $12,000 $8,658 $3,342 $3,459,975 10/31/2038 150 $3,459,975 $12,000 $8,650 $3,350 $3,456,625 11/30/2038 151 $3,456,625 $12,000 $8,642 $3,359 $3,453,266 12/31/2038 152 $3,453,266 $12,000 $8,633 $3,367 $3,449,899 1/31/2039 153 $3,449,899 $12,000 $8,625 $3,375 $3,446,524 2/28/2039 154 $3,446,524 $12,000 $8,616 $3,384 $3,443,140 3/31/2039 155 $3,443,140 $12,000 $8,608 $3,392 $3,439,748 4/30/2039 156 $3,439,748 $12,000 $8,599 $3,401 $3,436,347 5/31/2039 157 $3,436,347 $12,000 $8,591 $3,409 $3,432,938 6/30/2039 158 $3,432,938 $12,000 $8,582 $3,418 $3,429,520 7/31/2039 159 $3,429,520 $12,000 $8,574 $3,426 $3,426,094
698572v1
8/31/2039 160 $3,426,094 $12,000 $8,565 $3,435 $3,422,659 9/30/2039 161 $3,422,659 $12,000 $8,557 $3,443 $3,419,216 10/31/2039 162 $3,419,216 $12,000 $8,548 $3,452 $3,415,763 11/30/2039 163 $3,415,763 $12,000 $8,539 $3,461 $3,412,303 12/31/2039 164 $3,412,303 $12,000 $8,531 $3,469 $3,408,833 1/31/2040 165 $3,408,833 $12,000 $8,522 $3,478 $3,405,355 2/29/2040 166 $3,405,355 $12,000 $8,513 $3,487 $3,401,869 3/31/2040 167 $3,401,869 $12,000 $8,505 $3,495 $3,398,373 4/30/2040 168 $3,398,373 $12,000 $8,496 $3,504 $3,394,869 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2040 169 $3,394,869 $12,000 $8,487 $3,513 $3,391,356 6/30/2040 170 $3,391,356 $12,000 $8,478 $3,522 $3,387,834 7/31/2040 171 $3,387,834 $12,000 $8,470 $3,531 $3,384,304 8/31/2040 172 $3,384,304 $12,000 $8,461 $3,539 $3,380,765 9/30/2040 173 $3,380,765 $12,000 $8,452 $3,548 $3,377,216 10/31/2040 174 $3,377,216 $12,000 $8,443 $3,557 $3,373,659 11/30/2040 175 $3,373,659 $12,000 $8,434 $3,566 $3,370,093 12/31/2040 176 $3,370,093 $12,000 $8,425 $3,575 $3,366,519 1/31/2041 177 $3,366,519 $12,000 $8,416 $3,584 $3,362,935 2/28/2041 178 $3,362,935 $12,000 $8,407 $3,593 $3,359,342 3/31/2041 179 $3,359,342 $12,000 $8,398 $3,602 $3,355,740 4/30/2041 180 $3,355,740 $12,000 $8,389 $3,611 $3,352,129 5/31/2041 181 $3,352,129 $12,000 $8,380 $3,620 $3,348,510 6/30/2041 182 $3,348,510 $12,000 $8,371 $3,629 $3,344,881 7/31/2041 183 $3,344,881 $12,000 $8,362 $3,638 $3,341,243 8/31/2041 184 $3,341,243 $12,000 $8,353 $3,647 $3,337,596 9/30/2041 185 $3,337,596 $12,000 $8,344 $3,656 $3,333,940 10/31/2041 186 $3,333,940 $12,000 $8,335 $3,665 $3,330,275 11/30/2041 187 $3,330,275 $12,000 $8,326 $3,674 $3,326,600 12/31/2041 188 $3,326,600 $12,000 $8,317 $3,684 $3,322,917 1/31/2042 189 $3,322,917 $12,000 $8,307 $3,693 $3,319,224 2/28/2042 190 $3,319,224 $12,000 $8,298 $3,702 $3,315,522 3/31/2042 191 $3,315,522 $12,000 $8,289 $3,711 $3,311,810 4/30/2042 192 $3,311,810 $12,000 $8,280 $3,721 $3,308,090 5/31/2042 193 $3,308,090 $12,000 $8,270 $3,730 $3,304,360 6/30/2042 194 $3,304,360 $12,000 $8,261 $3,739 $3,300,621 7/31/2042 195 $3,300,621 $12,000 $8,252 $3,749 $3,296,872 8/31/2042 196 $3,296,872 $12,000 $8,242 $3,758 $3,293,114 9/30/2042 197 $3,293,114 $12,000 $8,233 $3,767 $3,289,347 10/31/2042 198 $3,289,347 $12,000 $8,223 $3,777 $3,285,570 11/30/2042 199 $3,285,570 $12,000 $8,214 $3,786 $3,281,784 12/31/2042 200 $3,281,784 $12,000 $8,204 $3,796 $3,277,988 1/31/2043 201 $3,277,988 $12,000 $8,195 $3,805 $3,274,183 2/28/2043 202 $3,274,183 $12,000 $8,185 $3,815 $3,270,369 3/31/2043 203 $3,270,369 $12,000 $8,176 $3,824 $3,266,545 4/30/2043 204 $3,266,545 $12,000 $8,166 $3,834 $3,262,711 5/31/2043 205 $3,262,711 $12,000 $8,157 $3,843 $3,258,867 6/30/2043 206 $3,258,867 $12,000 $8,147 $3,853 $3,255,015 7/31/2043 207 $3,255,015 $12,000 $8,138 $3,863 $3,251,152 8/31/2043 208 $3,251,152 $12,000 $8,128 $3,872 $3,247,280 9/30/2043 209 $3,247,280 $12,000 $8,118 $3,882 $3,243,398 10/31/2043 210 $3,243,398 $12,000 $8,108 $3,892 $3,239,506 11/30/2043 211 $3,239,506 $12,000 $8,099 $3,901 $3,235,605 12/31/2043 212 $3,235,605 $12,000 $8,089 $3,911 $3,231,694 1/31/2044 213 $3,231,694 $12,000 $8,079 $3,921 $3,227,773
698572v1
2/29/2044 214 $3,227,773 $12,000 $8,069 $3,931 $3,223,842 3/31/2044 215 $3,223,842 $12,000 $8,060 $3,940 $3,219,902 4/30/2044 216 $3,219,902 $12,000 $8,050 $3,950 $3,215,951 5/31/2044 217 $3,215,951 $12,000 $8,040 $3,960 $3,211,991 6/30/2044 218 $3,211,991 $12,000 $8,030 $3,970 $3,208,021 7/31/2044 219 $3,208,021 $12,000 $8,020 $3,980 $3,204,041 8/31/2044 220 $3,204,041 $12,000 $8,010 $3,990 $3,200,051 9/30/2044 221 $3,200,051 $12,000 $8,000 $4,000 $3,196,051 10/31/2044 222 $3,196,051 $12,000 $7,990 $4,010 $3,192,041 11/30/2044 223 $3,192,041 $12,000 $7,980 $4,020 $3,188,021 12/31/2044 224 $3,188,021 $12,000 $7,970 $4,030 $3,183,991 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2045 225 $3,183,991 $12,000 $7,960 $4,040 $3,179,951 2/28/2045 226 $3,179,951 $12,000 $7,950 $4,050 $3,175,901 3/31/2045 227 $3,175,901 $12,000 $7,940 $4,060 $3,171,840 4/30/2045 228 $3,171,840 $12,000 $7,930 $4,071 $3,167,770 5/31/2045 229 $3,167,770 $12,000 $7,919 $4,081 $3,163,689 6/30/2045 230 $3,163,689 $12,000 $7,909 $4,091 $3,159,598 7/31/2045 231 $3,159,598 $12,000 $7,899 $4,101 $3,155,497 8/31/2045 232 $3,155,497 $12,000 $7,889 $4,111 $3,151,386 9/30/2045 233 $3,151,386 $12,000 $7,878 $4,122 $3,147,264 10/31/2045 234 $3,147,264 $12,000 $7,868 $4,132 $3,143,132 11/30/2045 235 $3,143,132 $12,000 $7,858 $4,142 $3,138,990 12/31/2045 236 $3,138,990 $12,000 $7,847 $4,153 $3,134,837 1/31/2046 237 $3,134,837 $12,000 $7,837 $4,163 $3,130,674 2/28/2046 238 $3,130,674 $12,000 $7,827 $4,173 $3,126,501 3/31/2046 239 $3,126,501 $12,000 $7,816 $4,184 $3,122,317 4/30/2046 240 $3,122,317 $12,000 $7,806 $4,194 $3,118,123 5/31/2046 241 $3,118,123 $12,000 $7,795 $4,205 $3,113,918 6/30/2046 242 $3,113,918 $12,000 $7,785 $4,215 $3,109,703 7/31/2046 243 $3,109,703 $12,000 $7,774 $4,226 $3,105,477 8/31/2046 244 $3,105,477 $12,000 $7,764 $4,236 $3,101,240 9/30/2046 245 $3,101,240 $12,000 $7,753 $4,247 $3,096,993 10/31/2046 246 $3,096,993 $12,000 $7,742 $4,258 $3,092,736 11/30/2046 247 $3,092,736 $12,000 $7,732 $4,268 $3,088,468 12/31/2046 248 $3,088,468 $12,000 $7,721 $4,279 $3,084,189 1/31/2047 249 $3,084,189 $12,000 $7,710 $4,290 $3,079,899 2/28/2047 250 $3,079,899 $12,000 $7,700 $4,300 $3,075,599 3/31/2047 251 $3,075,599 $12,000 $7,689 $4,311 $3,071,287 4/30/2047 252 $3,071,287 $12,000 $7,678 $4,322 $3,066,966 5/31/2047 253 $3,066,966 $12,000 $7,667 $4,333 $3,062,633 6/30/2047 254 $3,062,633 $12,000 $7,657 $4,344 $3,058,289 7/31/2047 255 $3,058,289 $12,000 $7,646 $4,354 $3,053,935 8/31/2047 256 $3,053,935 $12,000 $7,635 $4,365 $3,049,570 9/30/2047 257 $3,049,570 $12,000 $7,624 $4,376 $3,045,194 10/31/2047 258 $3,045,194 $12,000 $7,613 $4,387 $3,040,806 11/30/2047 259 $3,040,806 $12,000 $7,602 $4,398 $3,036,408 12/31/2047 260 $3,036,408 $12,000 $7,591 $4,409 $3,031,999 1/31/2048 261 $3,031,999 $12,000 $7,580 $4,420 $3,027,579 2/29/2048 262 $3,027,579 $12,000 $7,569 $4,431 $3,023,148 3/31/2048 263 $3,023,148 $12,000 $7,558 $4,442 $3,018,706 4/30/2048 264 $3,018,706 $12,000 $7,547 $4,453 $3,014,252 5/31/2048 265 $3,014,252 $12,000 $7,536 $4,464 $3,009,788 6/30/2048 266 $3,009,788 $12,000 $7,524 $4,476 $3,005,312 7/31/2048 267 $3,005,312 $12,000 $7,513 $4,487 $3,000,826
698572v1
8/31/2048 268 $3,000,826 $12,000 $7,502 $4,498 $2,996,328 9/30/2048 269 $2,996,328 $12,000 $7,491 $4,509 $2,991,818 10/31/2048 270 $2,991,818 $12,000 $7,480 $4,521 $2,987,298 11/30/2048 271 $2,987,298 $12,000 $7,468 $4,532 $2,982,766 12/31/2048 272 $2,982,766 $12,000 $7,457 $4,543 $2,978,223 1/31/2049 273 $2,978,223 $12,000 $7,446 $4,555 $2,973,668 2/28/2049 274 $2,973,668 $12,000 $7,434 $4,566 $2,969,102 3/31/2049 275 $2,969,102 $12,000 $7,423 $4,577 $2,964,525 4/30/2049 276 $2,964,525 $12,000 $7,411 $4,589 $2,959,936 5/31/2049 277 $2,959,936 $12,000 $7,400 $4,600 $2,955,336 6/30/2049 278 $2,955,336 $12,000 $7,388 $4,612 $2,950,724 7/31/2049 279 $2,950,724 $12,000 $7,377 $4,623 $2,946,101 8/31/2049 280 $2,946,101 $12,000 $7,365 $4,635 $2,941,466 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2049 281 $2,941,466 $12,000 $7,354 $4,646 $2,936,819 10/31/2049 282 $2,936,819 $12,000 $7,342 $4,658 $2,932,161 11/30/2049 283 $2,932,161 $12,000 $7,330 $4,670 $2,927,492 12/31/2049 284 $2,927,492 $12,000 $7,319 $4,681 $2,922,810 1/31/2050 285 $2,922,810 $12,000 $7,307 $4,693 $2,918,117 2/28/2050 286 $2,918,117 $12,000 $7,295 $4,705 $2,913,412 3/31/2050 287 $2,913,412 $12,000 $7,284 $4,717 $2,908,696 4/30/2050 288 $2,908,696 $12,000 $7,272 $4,728 $2,903,967 5/31/2050 289 $2,903,967 $12,000 $7,260 $4,740 $2,899,227 6/30/2050 290 $2,899,227 $12,000 $7,248 $4,752 $2,894,475 7/31/2050 291 $2,894,475 $12,000 $7,236 $4,764 $2,889,711 8/31/2050 292 $2,889,711 $12,000 $7,224 $4,776 $2,884,936 9/30/2050 293 $2,884,936 $12,000 $7,212 $4,788 $2,880,148 10/31/2050 294 $2,880,148 $12,000 $7,200 $4,800 $2,875,348 11/30/2050 295 $2,875,348 $12,000 $7,188 $4,812 $2,870,536 12/31/2050 296 $2,870,536 $12,000 $7,176 $4,824 $2,865,713 1/31/2051 297 $2,865,713 $12,000 $7,164 $4,836 $2,860,877 2/28/2051 298 $2,860,877 $12,000 $7,152 $4,848 $2,856,029 3/31/2051 299 $2,856,029 $12,000 $7,140 $4,860 $2,851,169 4/30/2051 300 $2,851,169 $12,000 $7,128 $4,872 $2,846,297 5/31/2051 301 $2,846,297 $12,000 $7,116 $4,884 $2,841,412 6/30/2051 302 $2,841,412 $12,000 $7,104 $4,897 $2,836,516 7/31/2051 303 $2,836,516 $12,000 $7,091 $4,909 $2,831,607 8/31/2051 304 $2,831,607 $12,000 $7,079 $4,921 $2,826,686 9/30/2051 305 $2,826,686 $12,000 $7,067 $4,933 $2,821,752 10/31/2051 306 $2,821,752 $12,000 $7,054 $4,946 $2,816,807 11/30/2051 307 $2,816,807 $12,000 $7,042 $4,958 $2,811,849 12/31/2051 308 $2,811,849 $12,000 $7,030 $4,970 $2,806,878 1/31/2052 309 $2,806,878 $12,000 $7,017 $4,983 $2,801,895 2/29/2052 310 $2,801,895 $12,000 $7,005 $4,995 $2,796,900 3/31/2052 311 $2,796,900 $12,000 $6,992 $5,008 $2,791,892 4/30/2052 312 $2,791,892 $12,000 $6,980 $5,020 $2,786,872 5/31/2052 313 $2,786,872 $12,000 $6,967 $5,033 $2,781,839 6/30/2052 314 $2,781,839 $12,000 $6,955 $5,046 $2,776,793 7/31/2052 315 $2,776,793 $12,000 $6,942 $5,058 $2,771,735 8/31/2052 316 $2,771,735 $12,000 $6,929 $5,071 $2,766,664 9/30/2052 317 $2,766,664 $12,000 $6,917 $5,083 $2,761,581 10/31/2052 318 $2,761,581 $12,000 $6,904 $5,096 $2,756,485 11/30/2052 319 $2,756,485 $12,000 $6,891 $5,109 $2,751,376 12/31/2052 320 $2,751,376 $12,000 $6,878 $5,122 $2,746,254 1/31/2053 321 $2,746,254 $12,000 $6,866 $5,134 $2,741,120
698572v1
2/28/2053 322 $2,741,120 $12,000 $6,853 $5,147 $2,735,972 3/31/2053 323 $2,735,972 $12,000 $6,840 $5,160 $2,730,812 4/30/2053 324 $2,730,812 $12,000 $6,827 $5,173 $2,725,639 5/31/2053 325 $2,725,639 $12,000 $6,814 $5,186 $2,720,453 6/30/2053 326 $2,720,453 $12,000 $6,801 $5,199 $2,715,254 7/31/2053 327 $2,715,254 $12,000 $6,788 $5,212 $2,710,042 8/31/2053 328 $2,710,042 $12,000 $6,775 $5,225 $2,704,817 9/30/2053 329 $2,704,817 $12,000 $6,762 $5,238 $2,699,579 10/31/2053 330 $2,699,579 $12,000 $6,749 $5,251 $2,694,328 11/30/2053 331 $2,694,328 $12,000 $6,736 $5,264 $2,689,064 12/31/2053 332 $2,689,064 $12,000 $6,723 $5,277 $2,683,786 1/31/2054 333 $2,683,786 $12,000 $6,709 $5,291 $2,678,496 2/28/2054 334 $2,678,496 $12,000 $6,696 $5,304 $2,673,192 3/31/2054 335 $2,673,192 $12,000 $6,683 $5,317 $2,667,875 4/30/2054 336 $2,667,875 $12,000 $6,670 $5,330 $2,662,544 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2054 337 $2,662,544 $12,000 $6,656 $5,344 $2,657,201 6/30/2054 338 $2,657,201 $12,000 $6,643 $5,357 $2,651,843 7/31/2054 339 $2,651,843 $12,000 $6,630 $5,370 $2,646,473 8/31/2054 340 $2,646,473 $12,000 $6,616 $5,384 $2,641,089 9/30/2054 341 $2,641,089 $12,000 $6,603 $5,397 $2,635,692 10/31/2054 342 $2,635,692 $12,000 $6,589 $5,411 $2,630,281 11/30/2054 343 $2,630,281 $12,000 $6,576 $5,424 $2,624,856 12/31/2054 344 $2,624,856 $12,000 $6,562 $5,438 $2,619,418 1/31/2055 345 $2,619,418 $12,000 $6,549 $5,452 $2,613,967 2/28/2055 346 $2,613,967 $12,000 $6,535 $5,465 $2,608,502 3/31/2055 347 $2,608,502 $12,000 $6,521 $5,479 $2,603,023 4/30/2055 348 $2,603,023 $12,000 $6,508 $5,493 $2,597,530 5/31/2055 349 $2,597,530 $12,000 $6,494 $5,506 $2,592,024 6/30/2055 350 $2,592,024 $12,000 $6,480 $5,520 $2,586,504 7/31/2055 351 $2,586,504 $12,000 $6,466 $5,534 $2,580,970 8/31/2055 352 $2,580,970 $12,000 $6,452 $5,548 $2,575,422 9/30/2055 353 $2,575,422 $12,000 $6,439 $5,562 $2,569,861 10/31/2055 354 $2,569,861 $12,000 $6,425 $5,575 $2,564,285 11/30/2055 355 $2,564,285 $12,000 $6,411 $5,589 $2,558,696 12/31/2055 356 $2,558,696 $12,000 $6,397 $5,603 $2,553,093 1/31/2056 357 $2,553,093 $12,000 $6,383 $5,617 $2,547,475 2/29/2056 358 $2,547,475 $12,000 $6,369 $5,631 $2,541,844 3/31/2056 359 $2,541,844 $12,000 $6,355 $5,645 $2,536,198 4/30/2056 360 $2,536,198 $12,000 $6,340 $5,660 $2,530,539 5/31/2056 361 $2,530,539 $12,000 $6,326 $5,674 $2,524,865 6/30/2056 362 $2,524,865 $12,000 $6,312 $5,688 $2,519,177 7/31/2056 363 $2,519,177 $12,000 $6,298 $5,702 $2,513,475 8/31/2056 364 $2,513,475 $12,000 $6,284 $5,716 $2,507,759 9/30/2056 365 $2,507,759 $12,000 $6,269 $5,731 $2,502,028 10/31/2056 366 $2,502,028 $12,000 $6,255 $5,745 $2,496,283 11/30/2056 367 $2,496,283 $12,000 $6,241 $5,759 $2,490,523 12/31/2056 368 $2,490,523 $12,000 $6,226 $5,774 $2,484,750 1/31/2057 369 $2,484,750 $12,000 $6,212 $5,788 $2,478,961 2/28/2057 370 $2,478,961 $12,000 $6,197 $5,803 $2,473,159 3/31/2057 371 $2,473,159 $12,000 $6,183 $5,817 $2,467,341 4/30/2057 372 $2,467,341 $12,000 $6,168 $5,832 $2,461,510 5/31/2057 373 $2,461,510 $12,000 $6,154 $5,846 $2,455,663 6/30/2057 374 $2,455,663 $12,000 $6,139 $5,861 $2,449,802 7/31/2057 375 $2,449,802 $12,000 $6,125 $5,876 $2,443,927
698572v1
8/31/2057 376 $2,443,927 $12,000 $6,110 $5,890 $2,438,037 9/30/2057 377 $2,438,037 $12,000 $6,095 $5,905 $2,432,132 10/31/2057 378 $2,432,132 $12,000 $6,080 $5,920 $2,426,212 11/30/2057 379 $2,426,212 $12,000 $6,066 $5,935 $2,420,277 12/31/2057 380 $2,420,277 $12,000 $6,051 $5,949 $2,414,328 1/31/2058 381 $2,414,328 $12,000 $6,036 $5,964 $2,408,364 2/28/2058 382 $2,408,364 $12,000 $6,021 $5,979 $2,402,384 3/31/2058 383 $2,402,384 $12,000 $6,006 $5,994 $2,396,390 4/30/2058 384 $2,396,390 $12,000 $5,991 $6,009 $2,390,381 5/31/2058 385 $2,390,381 $12,000 $5,976 $6,024 $2,384,357 6/30/2058 386 $2,384,357 $12,000 $5,961 $6,039 $2,378,318 7/31/2058 387 $2,378,318 $12,000 $5,946 $6,054 $2,372,263 8/31/2058 388 $2,372,263 $12,000 $5,931 $6,069 $2,366,194 9/30/2058 389 $2,366,194 $12,000 $5,915 $6,085 $2,360,109 10/31/2058 390 $2,360,109 $12,000 $5,900 $6,100 $2,354,010 11/30/2058 391 $2,354,010 $12,000 $5,885 $6,115 $2,347,894 12/31/2058 392 $2,347,894 $12,000 $5,870 $6,130 $2,341,764 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2059 393 $2,341,764 $12,000 $5,854 $6,146 $2,335,618 2/28/2059 394 $2,335,618 $12,000 $5,839 $6,161 $2,329,457 3/31/2059 395 $2,329,457 $12,000 $5,824 $6,176 $2,323,281 4/30/2059 396 $2,323,281 $12,000 $5,808 $6,192 $2,317,089 5/31/2059 397 $2,317,089 $12,000 $5,793 $6,207 $2,310,882 6/30/2059 398 $2,310,882 $12,000 $5,777 $6,223 $2,304,659 7/31/2059 399 $2,304,659 $12,000 $5,762 $6,238 $2,298,420 8/31/2059 400 $2,298,420 $12,000 $5,746 $6,254 $2,292,166 9/30/2059 401 $2,292,166 $12,000 $5,730 $6,270 $2,285,897 10/31/2059 402 $2,285,897 $12,000 $5,715 $6,285 $2,279,611 11/30/2059 403 $2,279,611 $12,000 $5,699 $6,301 $2,273,310 12/31/2059 404 $2,273,310 $12,000 $5,683 $6,317 $2,266,993 1/31/2060 405 $2,266,993 $12,000 $5,667 $6,333 $2,260,661 2/29/2060 406 $2,260,661 $12,000 $5,652 $6,348 $2,254,312 3/31/2060 407 $2,254,312 $12,000 $5,636 $6,364 $2,247,948 4/30/2060 408 $2,247,948 $12,000 $5,620 $6,380 $2,241,568 5/31/2060 409 $2,241,568 $12,000 $5,604 $6,396 $2,235,171 6/30/2060 410 $2,235,171 $12,000 $5,588 $6,412 $2,228,759 7/31/2060 411 $2,228,759 $12,000 $5,572 $6,428 $2,222,331 8/31/2060 412 $2,222,331 $12,000 $5,556 $6,444 $2,215,887 9/30/2060 413 $2,215,887 $12,000 $5,540 $6,460 $2,209,426 10/31/2060 414 $2,209,426 $12,000 $5,524 $6,477 $2,202,950 11/30/2060 415 $2,202,950 $12,000 $5,507 $6,493 $2,196,457 12/31/2060 416 $2,196,457 $12,000 $5,491 $6,509 $2,189,948 1/31/2061 417 $2,189,948 $12,000 $5,475 $6,525 $2,183,423 2/28/2061 418 $2,183,423 $12,000 $5,459 $6,542 $2,176,881 3/31/2061 419 $2,176,881 $12,000 $5,442 $6,558 $2,170,324 4/30/2061 420 $2,170,324 $12,000 $5,426 $6,574 $2,163,749 5/31/2061 421 $2,163,749 $12,000 $5,409 $6,591 $2,157,159 6/30/2061 422 $2,157,159 $12,000 $5,393 $6,607 $2,150,551 7/31/2061 423 $2,150,551 $12,000 $5,376 $6,624 $2,143,928 8/31/2061 424 $2,143,928 $12,000 $5,360 $6,640 $2,137,287 9/30/2061 425 $2,137,287 $12,000 $5,343 $6,657 $2,130,630 10/31/2061 426 $2,130,630 $12,000 $5,327 $6,674 $2,123,957 11/30/2061 427 $2,123,957 $12,000 $5,310 $6,690 $2,117,267 12/31/2061 428 $2,117,267 $12,000 $5,293 $6,707 $2,110,560 1/31/2062 429 $2,110,560 $12,000 $5,276 $6,724 $2,103,836
698572v1
2/28/2062 430 $2,103,836 $12,000 $5,260 $6,741 $2,097,096 3/31/2062 431 $2,097,096 $12,000 $5,243 $6,757 $2,090,338 4/30/2062 432 $2,090,338 $12,000 $5,226 $6,774 $2,083,564 5/31/2062 433 $2,083,564 $12,000 $5,209 $6,791 $2,076,773 6/30/2062 434 $2,076,773 $12,000 $5,192 $6,808 $2,069,965 7/31/2062 435 $2,069,965 $12,000 $5,175 $6,825 $2,063,139 8/31/2062 436 $2,063,139 $12,000 $5,158 $6,842 $2,056,297 9/30/2062 437 $2,056,297 $12,000 $5,141 $6,859 $2,049,438 10/31/2062 438 $2,049,438 $12,000 $5,124 $6,877 $2,042,561 11/30/2062 439 $2,042,561 $12,000 $5,106 $6,894 $2,035,668 12/31/2062 440 $2,035,668 $12,000 $5,089 $6,911 $2,028,757 1/31/2063 441 $2,028,757 $12,000 $5,072 $6,928 $2,021,828 2/28/2063 442 $2,021,828 $12,000 $5,055 $6,946 $2,014,883 3/31/2063 443 $2,014,883 $12,000 $5,037 $6,963 $2,007,920 4/30/2063 444 $2,007,920 $12,000 $5,020 $6,980 $2,000,940 5/31/2063 445 $2,000,940 $12,000 $5,002 $6,998 $1,993,942 6/30/2063 446 $1,993,942 $12,000 $4,985 $7,015 $1,986,927 7/31/2063 447 $1,986,927 $12,000 $4,967 $7,033 $1,979,894 8/31/2063 448 $1,979,894 $12,000 $4,950 $7,050 $1,972,844 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2063 449 $1,972,844 $12,000 $4,932 $7,068 $1,965,776 10/31/2063 450 $1,965,776 $12,000 $4,914 $7,086 $1,958,690 11/30/2063 451 $1,958,690 $12,000 $4,897 $7,103 $1,951,587 12/31/2063 452 $1,951,587 $12,000 $4,879 $7,121 $1,944,465 1/31/2064 453 $1,944,465 $12,000 $4,861 $7,139 $1,937,326 2/29/2064 454 $1,937,326 $12,000 $4,843 $7,157 $1,930,170 3/31/2064 455 $1,930,170 $12,000 $4,825 $7,175 $1,922,995 4/30/2064 456 $1,922,995 $12,000 $4,807 $7,193 $1,915,802 5/31/2064 457 $1,915,802 $12,000 $4,790 $7,211 $1,908,592 6/30/2064 458 $1,908,592 $12,000 $4,771 $7,229 $1,901,363 7/31/2064 459 $1,901,363 $12,000 $4,753 $7,247 $1,894,116 8/31/2064 460 $1,894,116 $12,000 $4,735 $7,265 $1,886,852 9/30/2064 461 $1,886,852 $12,000 $4,717 $7,283 $1,879,569 10/31/2064 462 $1,879,569 $12,000 $4,699 $7,301 $1,872,267 11/30/2064 463 $1,872,267 $12,000 $4,681 $7,319 $1,864,948 12/31/2064 464 $1,864,948 $12,000 $4,662 $7,338 $1,857,610 1/31/2065 465 $1,857,610 $12,000 $4,644 $7,356 $1,850,254 2/28/2065 466 $1,850,254 $12,000 $4,626 $7,374 $1,842,880 3/31/2065 467 $1,842,880 $12,000 $4,607 $7,393 $1,835,487 4/30/2065 468 $1,835,487 $12,000 $4,589 $7,411 $1,828,075 5/31/2065 469 $1,828,075 $12,000 $4,570 $7,430 $1,820,646 6/30/2065 470 $1,820,646 $12,000 $4,552 $7,448 $1,813,197 7/31/2065 471 $1,813,197 $12,000 $4,533 $7,467 $1,805,730 8/31/2065 472 $1,805,730 $12,000 $4,514 $7,486 $1,798,244 9/30/2065 473 $1,798,244 $12,000 $4,496 $7,504 $1,790,740 10/31/2065 474 $1,790,740 $12,000 $4,477 $7,523 $1,783,216 11/30/2065 475 $1,783,216 $12,000 $4,458 $7,542 $1,775,674 12/31/2065 476 $1,775,674 $12,000 $4,439 $7,561 $1,768,113 1/31/2066 477 $1,768,113 $12,000 $4,420 $7,580 $1,760,534 2/28/2066 478 $1,760,534 $12,000 $4,401 $7,599 $1,752,935 3/31/2066 479 $1,752,935 $12,000 $4,382 $7,618 $1,745,317 4/30/2066 480 $1,745,317 $12,000 $4,363 $7,637 $1,737,680 5/31/2066 481 $1,737,680 $12,000 $4,344 $7,656 $1,730,024 6/30/2066 482 $1,730,024 $12,000 $4,325 $7,675 $1,722,349 7/31/2066 483 $1,722,349 $12,000 $4,306 $7,694 $1,714,655
698572v1
8/31/2066 484 $1,714,655 $12,000 $4,287 $7,713 $1,706,942 9/30/2066 485 $1,706,942 $12,000 $4,267 $7,733 $1,699,209 10/31/2066 486 $1,699,209 $12,000 $4,248 $7,752 $1,691,457 11/30/2066 487 $1,691,457 $12,000 $4,229 $7,771 $1,683,685 12/31/2066 488 $1,683,685 $12,000 $4,209 $7,791 $1,675,895 1/31/2067 489 $1,675,895 $12,000 $4,190 $7,810 $1,668,084 2/28/2067 490 $1,668,084 $12,000 $4,170 $7,830 $1,660,254 3/31/2067 491 $1,660,254 $12,000 $4,151 $7,849 $1,652,405 4/30/2067 492 $1,652,405 $12,000 $4,131 $7,869 $1,644,536 5/31/2067 493 $1,644,536 $12,000 $4,111 $7,889 $1,636,647 6/30/2067 494 $1,636,647 $12,000 $4,092 $7,908 $1,628,738 7/31/2067 495 $1,628,738 $12,000 $4,072 $7,928 $1,620,810 8/31/2067 496 $1,620,810 $12,000 $4,052 $7,948 $1,612,862 9/30/2067 497 $1,612,862 $12,000 $4,032 $7,968 $1,604,894 10/31/2067 498 $1,604,894 $12,000 $4,012 $7,988 $1,596,906 11/30/2067 499 $1,596,906 $12,000 $3,992 $8,008 $1,588,898 12/31/2067 500 $1,588,898 $12,000 $3,972 $8,028 $1,580,871 1/31/2068 501 $1,580,871 $12,000 $3,952 $8,048 $1,572,823 2/29/2068 502 $1,572,823 $12,000 $3,932 $8,068 $1,564,755 3/31/2068 503 $1,564,755 $12,000 $3,912 $8,088 $1,556,666 4/30/2068 504 $1,556,666 $12,000 $3,892 $8,108 $1,548,558 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2068 505 $1,548,558 $12,000 $3,871 $8,129 $1,540,429 6/30/2068 506 $1,540,429 $12,000 $3,851 $8,149 $1,532,280 7/31/2068 507 $1,532,280 $12,000 $3,831 $8,169 $1,524,111 8/31/2068 508 $1,524,111 $12,000 $3,810 $8,190 $1,515,921 9/30/2068 509 $1,515,921 $12,000 $3,790 $8,210 $1,507,711 10/31/2068 510 $1,507,711 $12,000 $3,769 $8,231 $1,499,480 11/30/2068 511 $1,499,480 $12,000 $3,749 $8,251 $1,491,229 12/31/2068 512 $1,491,229 $12,000 $3,728 $8,272 $1,482,957 1/31/2069 513 $1,482,957 $12,000 $3,707 $8,293 $1,474,664 2/28/2069 514 $1,474,664 $12,000 $3,687 $8,313 $1,466,350 3/31/2069 515 $1,466,350 $12,000 $3,666 $8,334 $1,458,016 4/30/2069 516 $1,458,016 $12,000 $3,645 $8,355 $1,449,661 5/31/2069 517 $1,449,661 $12,000 $3,624 $8,376 $1,441,285 6/30/2069 518 $1,441,285 $12,000 $3,603 $8,397 $1,432,888 7/31/2069 519 $1,432,888 $12,000 $3,582 $8,418 $1,424,470 8/31/2069 520 $1,424,470 $12,000 $3,561 $8,439 $1,416,031 9/30/2069 521 $1,416,031 $12,000 $3,540 $8,460 $1,407,571 10/31/2069 522 $1,407,571 $12,000 $3,519 $8,481 $1,399,090 11/30/2069 523 $1,399,090 $12,000 $3,498 $8,502 $1,390,588 12/31/2069 524 $1,390,588 $12,000 $3,476 $8,524 $1,382,064 1/31/2070 525 $1,382,064 $12,000 $3,455 $8,545 $1,373,519 2/28/2070 526 $1,373,519 $12,000 $3,434 $8,566 $1,364,953 3/31/2070 527 $1,364,953 $12,000 $3,412 $8,588 $1,356,365 4/30/2070 528 $1,356,365 $12,000 $3,391 $8,609 $1,347,756 5/31/2070 529 $1,347,756 $12,000 $3,369 $8,631 $1,339,125 6/30/2070 530 $1,339,125 $12,000 $3,348 $8,652 $1,330,473 7/31/2070 531 $1,330,473 $12,000 $3,326 $8,674 $1,321,799 8/31/2070 532 $1,321,799 $12,000 $3,304 $8,696 $1,313,104 9/30/2070 533 $1,313,104 $12,000 $3,283 $8,717 $1,304,386 10/31/2070 534 $1,304,386 $12,000 $3,261 $8,739 $1,295,647 11/30/2070 535 $1,295,647 $12,000 $3,239 $8,761 $1,286,886 12/31/2070 536 $1,286,886 $12,000 $3,217 $8,783 $1,278,103 1/31/2071 537 $1,278,103 $12,000 $3,195 $8,805 $1,269,298
698572v1
2/28/2071 538 $1,269,298 $12,000 $3,173 $8,827 $1,260,472 3/31/2071 539 $1,260,472 $12,000 $3,151 $8,849 $1,251,623 4/30/2071 540 $1,251,623 $12,000 $3,129 $8,871 $1,242,752 5/31/2071 541 $1,242,752 $12,000 $3,107 $8,893 $1,233,858 6/30/2071 542 $1,233,858 $12,000 $3,085 $8,915 $1,224,943 7/31/2071 543 $1,224,943 $12,000 $3,062 $8,938 $1,216,005 8/31/2071 544 $1,216,005 $12,000 $3,040 $8,960 $1,207,045 9/30/2071 545 $1,207,045 $12,000 $3,018 $8,982 $1,198,063 10/31/2071 546 $1,198,063 $12,000 $2,995 $9,005 $1,189,058 11/30/2071 547 $1,189,058 $12,000 $2,973 $9,027 $1,180,030 12/31/2071 548 $1,180,030 $12,000 $2,950 $9,050 $1,170,980 1/31/2072 549 $1,170,980 $12,000 $2,927 $9,073 $1,161,907 2/29/2072 550 $1,161,907 $12,000 $2,905 $9,095 $1,152,812 3/31/2072 551 $1,152,812 $12,000 $2,882 $9,118 $1,143,694 4/30/2072 552 $1,143,694 $12,000 $2,859 $9,141 $1,134,553 5/31/2072 553 $1,134,553 $12,000 $2,836 $9,164 $1,125,389 6/30/2072 554 $1,125,389 $12,000 $2,813 $9,187 $1,116,203 7/31/2072 555 $1,116,203 $12,000 $2,791 $9,210 $1,106,993 8/31/2072 556 $1,106,993 $12,000 $2,767 $9,233 $1,097,761 9/30/2072 557 $1,097,761 $12,000 $2,744 $9,256 $1,088,505 10/31/2072 558 $1,088,505 $12,000 $2,721 $9,279 $1,079,226 11/30/2072 559 $1,079,226 $12,000 $2,698 $9,302 $1,069,924 12/31/2072 560 $1,069,924 $12,000 $2,675 $9,325 $1,060,599 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2073 561 $1,060,599 $12,000 $2,651 $9,349 $1,051,250 2/28/2073 562 $1,051,250 $12,000 $2,628 $9,372 $1,041,878 3/31/2073 563 $1,041,878 $12,000 $2,605 $9,395 $1,032,483 4/30/2073 564 $1,032,483 $12,000 $2,581 $9,419 $1,023,064 5/31/2073 565 $1,023,064 $12,000 $2,558 $9,442 $1,013,621 6/30/2073 566 $1,013,621 $12,000 $2,534 $9,466 $1,004,155 7/31/2073 567 $1,004,155 $12,000 $2,510 $9,490 $994,666 8/31/2073 568 $994,666 $12,000 $2,487 $9,513 $985,152
9/30/2073 569 $985,152 $12,000 $2,463 $9,537 $975,615
10/31/2073 570 $975,615 $12,000 $2,439 $9,561 $966,054
11/30/2073 571 $966,054 $12,000 $2,415 $9,585 $956,469
12/31/2073 572 $956,469 $12,000 $2,391 $9,609 $946,860
1/31/2074 573 $946,860 $12,000 $2,367 $9,633 $937,227
2/28/2074 574 $937,227 $12,000 $2,343 $9,657 $927,570
3/31/2074 575 $927,570 $12,000 $2,319 $9,681 $917,889
4/30/2074 576 $917,889 $12,000 $2,295 $9,705 $908,184
5/31/2074 577 $908,184 $12,000 $2,270 $9,730 $898,454
6/30/2074 578 $898,454 $12,000 $2,246 $9,754 $888,700
7/31/2074 579 $888,700 $12,000 $2,222 $9,778 $878,922
8/31/2074 580 $878,922 $12,000 $2,197 $9,803 $869,119
9/30/2074 581 $869,119 $12,000 $2,173 $9,827 $859,291
10/31/2074 582 $859,291 $12,000 $2,148 $9,852 $849,440
11/30/2074 583 $849,440 $12,000 $2,124 $9,877 $839,563
12/31/2074 584 $839,563 $12,000 $2,099 $9,901 $829,662
1/31/2075 585 $829,662 $12,000 $2,074 $9,926 $819,736
2/28/2075 586 $819,736 $12,000 $2,049 $9,951 $809,785
3/31/2075 587 $809,785 $12,000 $2,024 $9,976 $799,810
4/30/2075 588 $799,810 $12,000 $2,000 $10,001 $789,809 5/31/2075 589 $789,809 $12,000 $1,975 $10,026 $779,783 6/30/2075 590 $779,783 $12,000 $1,949 $10,051 $769,733 7/31/2075 591 $769,733 $12,000 $1,924 $10,076 $759,657
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8/31/2075 592 $759,657 $12,000 $1,899 $10,101 $749,556 9/30/2075 593 $749,556 $12,000 $1,874 $10,126 $739,430 10/31/2075 594 $739,430 $12,000 $1,849 $10,152 $729,278 11/30/2075 595 $729,278 $12,000 $1,823 $10,177 $719,101 12/31/2075 596 $719,101 $12,000 $1,798 $10,202 $708,899 1/31/2076 597 $708,899 $12,000 $1,772 $10,228 $698,671 2/29/2076 598 $698,671 $12,000 $1,747 $10,253 $688,418 3/31/2076 599 $688,418 $12,000 $1,721 $10,279 $678,139 4/30/2076 600 $678,139 $12,000 $1,695 $10,305 $667,834 5/31/2076 601 $667,834 $12,000 $1,670 $10,331 $657,503 6/30/2076 602 $657,503 $12,000 $1,644 $10,356 $647,147 7/31/2076 603 $647,147 $12,000 $1,618 $10,382 $636,765 8/31/2076 604 $636,765 $12,000 $1,592 $10,408 $626,357 9/30/2076 605 $626,357 $12,000 $1,566 $10,434 $615,922 10/31/2076 606 $615,922 $12,000 $1,540 $10,460 $605,462 11/30/2076 607 $605,462 $12,000 $1,514 $10,486 $594,976 12/31/2076 608 $594,976 $12,000 $1,487 $10,513 $584,463 1/31/2077 609 $584,463 $12,000 $1,461 $10,539 $573,924 2/28/2077 610 $573,924 $12,000 $1,435 $10,565 $563,359 3/31/2077 611 $563,359 $12,000 $1,408 $10,592 $552,767
4/30/2077 612 $552,767 $12,000 $1,382 $10,618 $542,149 5/31/2077 613 $542,149 $12,000 $1,355 $10,645 $531,504 6/30/2077 614 $531,504 $12,000 $1,329 $10,671 $520,833 7/31/2077 615 $520,833 $12,000 $1,302 $10,698 $510,135 8/31/2077 616 $510,135 $12,000 $1,275 $10,725 $499,410
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Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2077 617 $499,410 $12,000 $1,249 $10,752 $488,658 10/31/2077 618 $488,658 $12,000 $1,222 $10,778 $477,880 11/30/2077 619 $477,880 $12,000 $1,195 $10,805 $467,075 12/31/2077 620 $467,075 $12,000 $1,168 $10,832 $456,242 1/31/2078 621 $456,242 $12,000 $1,141 $10,859 $445,383
2/28/2078 622 $445,383 $12,000 $1,113 $10,887 $434,496
3/31/2078 623 $434,496 $12,000 $1,086 $10,914 $423,582 4/30/2078 624 $423,582 $12,000 $1,059 $10,941 $412,641 5/31/2078 625 $412,641 $12,000 $1,032 $10,968 $401,673 6/30/2078 626 $401,673 $12,000 $1,004 $10,996 $390,677 7/31/2078 627 $390,677 $12, 000 $977 $11,023 $379,653
8/31/2078 628 $379,653 $12,000 $949 $11,051 $368,602
9/30/2078 629 $368,602 $12, 000 $922 $11,079 $357,524
10/31/2078 630 $357,524 $12, 000 $894 $11,106 $346,417
11/30/2078 631 $346,417 $12,000 $866 $11,134 $335,283
12/31/2078 632 $335,283 $12,000 $838 $11,162 $324,121
1/31/2079 633 $324,121 $12, 000 $810 $11,190 $312,932
2/28/2079 634 $312,932 $12,000 $782 $11,218 $301,714
3/31/2079 635 $301,714 $12, 000 $754 $11,246 $290,468
4/30/2079 636 $290,468 $12, 000 $726 $11,274 $279,194
5/31/2079 637 $279,194 $12, 000 $698 $11,302 $267,892
6/30/2079 638 $267,892 $12, 000 $670 $11,330 $256,562
7/31/2079 639 $256,562 $12, 000 $641 $11,359 $245,203
8/31/2079 640 $245,203 $12, 000 $613 $11,387 $233,816
9/30/2079 641 $233,816 $12, 000 $585 $11,416 $222,400
10/31/2079 642 $222,400 $12, 000 $556 $11,444 $210,956
11/30/2079 643 $210,956 $12, 000 $527 $11,473 $199,483
12/31/2079 644 $199,483 $12,000 $499 $11,501 $187,982
1/31/2080 645 $187,982 $12, 000 $470 $11,530 $176,452
2/29/2080 646 $176,452 $12, 000 $441 $11,559 $164,893
3/31/2080 647 $164,893 $12, 000 $412 $11,588 $153,305
4/30/2080 648 $153,305 $12,000 $383 $11,617 $141,688
5/31/2080 649 $141,688 $12, 000 $354 $11,646 $130,042
6/30/2080 650 $130,042 $12, 000 $325 $11,675 $118,367
7/31/2080 651 $118,367 $12, 000 $296 $11,704 $106,663
8/31/2080 652 $106,663 $12, 000 $267 $11,733 $94,930
9/30/2080 653 $94,930 $12, 000 $237 $11,763 $83,167
10/31/2080 654 $83,167 $12, 000 $208 $11,792 $71,375
11/30/2080 655 $71,375 $12, 000 $178 $11,822 $59,553
12/31/2080 656 $59,553 $12,000 $149 $11,851 $47,702
1/31/2081 657 $47,702 $12, 000 $119 $11,881 $35,821
2/28/2081 658 $35,821 $12,000 $90 $11,911 $23,911
3/31/2081 659 $23,911 $12, 000 $60 $11,940 $11,970
4/30/2081 660 $11,970 $12, 000 $30 $11,970 $0
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EXHIBIT “F-1”
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: $156,800.00 Date: ________________
Fresno, California
For value received, the undersigned, The Park Partners, LLC, a California limited liability company, (BORROWER), promises to pay to the order of the City of Fresno, in its capacity has Housing Successor to the Redevelopment Agency of the City of Fresno, (Lender), the sum of One Hundred Fifty-Six Thousand Eight Hundred Dollars ($156,800), 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 13% of annual 100% of Residual Receipts, to the extent that Residual Receipts exist and are itemized in audited financial statements supplied to Lender with each payment hereunder, shall be due 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). Developer may annually repay the Note pursuant to the Amortization Schedule set forth in the Exhibit “A.” 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 pursuant to the Amortization Schedule set forth in Exhibit “A” if said funds are unavailable or 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
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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 of:
(i) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the BORROWER, (ii) contributions to any prudent and reasonable cash reserves for working capital, operating expenses, capital expenditures, repairs, replacements and anticipated expenditures, in such amounts as may be reasonably required by the lenders to the Project for the operation of the Project not to exceed the amount required by the Project's permanent lender, annually adjusted in proportion to the average increase of the following indices (a) the United States Bureau of Labor Statistics for Hourly Wage Rates of all workers in manufacturing, and (b) of all Commodity Wholesale Prices, said indices shall be re-defined to the mutual satisfaction of the parties in the event of change in form and basis of indices, all increases shall use the indices for calendar year 2010 as their base; and ( iii) the payment of principal and interest, and any associated fees, expenses, and costs, with respect to the senior Financing.
Operating Expenses means actual, reasonable and customary (for comparable quality, newly constructed rental housing developments in Fresno County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of the Affordable Project in a calendar year, including, without limitation: painting, cleaning, repairs, alterations, landscaping, ut ilities, 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
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favor of and delivered to the Lender (Deed of Trust), insured as a 3rd position lien on the Property.
Time is of the essence. It will be a default under this Note if the BORROWER defaults under the Agreement, any other Loan Document with the Lender, or this Note and such default continues beyond the notice and cure period as provided in such documents. In the event of a default by the BORROWER with respect to any sum payable under this Note and the failure to cure such default within ten 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:
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Except as provided herein or in the Agreement, if the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable.
The Lender, 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 repayment of the Loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property pursuant to the Deed of Trust and the Lender shall have no right to seek or recover any deficiency amount from the BORROWER or any 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.
The Park Partners LLC, a California limited liability company
By: ___________________________
Mehmet Noyan
Co-Managing Member
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Co-Managing Member
(Attach notary certificate of acknowledgment)
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EXHIBIT “A” to Promissory Note
AMORTIZATION SCHEDULE
Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2026 1 $0 $0 $0 $0 $0
6/30/2026 2 $0 $0 $0 $0 $0
7/31/2026 3 $0 $0 $0 $0 $0
8/31/2026 4 $0 $0 $0 $0 $0
9/30/2026 5 $0 $0 $0 $0 $0
10/31/2026 6 $0 $0 $0 $0 $0
11/30/2026 7 $0 $0 $0 $0 $0
12/31/2026 8 $0 $0 $0 $0 $0
1/31/2027 9 $0 $0 $0 $0 $0
2/28/2027 10 $0 $0 $0 $0 $0
3/31/2027 11 $0 $0 $0 $0 $0
4/30/2027 12 $0 $0 $0 $0 $0
5/31/2027 13 $0 $0 $0 $0 $0
6/30/2027 14 $0 $0 $0 $0 $0
7/31/2027 15 $0 $0 $0 $0 $0
8/31/2027 16 $0 $0 $0 $0 $0
9/30/2027 17 $0 $0 $0 $0 $0
10/31/2027 18 $0 $0 $0 $0 $0
11/30/2027 19 $0 $0 $0 $0 $0
12/31/2027 20 $0 $0 $0 $0 $0
1/31/2028 21 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/29/2028 22 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2028 23 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2028 24 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2028 25 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2028 26 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2028 27 $3,727,000 $9,318 $9,318 $0 $3,727,000
8/31/2028 28 $3,727,000 $9,318 $9,318 $0 $3,727,000
9/30/2028 29 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2028 30 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2028 31 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2028 32 $3,727,000 $9,318 $9,318 $0 $3,727,000
1/31/2029 33 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2029 34 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2029 35 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2029 36 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2029 37 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2029 38 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2029 39 $3,727,000 $9,318 $9,318 $0 $3,727,000
8/31/2029 40 $3,727,000 $9,318 $9,318 $0 $3,727,000
9/30/2029 41 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2029 42 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2029 43 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2029 44 $3,727,000 $9,318 $9,318 $0 $3,727,000
1/31/2030 45 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2030 46 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2030 47 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2030 48 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2030 49 $3,727,000 $9,318 $9,318 $0 $3,727,000
6/30/2030 50 $3,727,000 $9,318 $9,318 $0 $3,727,000
7/31/2030 51 $3,727,000 $9,318 $9,318 $0 $3,727,000
8/31/2030 52 $3,727,000 $9,318 $9,318 $0 $3,727,000
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9/30/2030 53 $3,727,000 $9,318 $9,318 $0 $3,727,000
10/31/2030 54 $3,727,000 $9,318 $9,318 $0 $3,727,000
11/30/2030 55 $3,727,000 $9,318 $9,318 $0 $3,727,000
12/31/2030 56 $3,727,000 $9,318 $9,318 $0 $3,727,000
Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2031 57 $3,727,000 $9,318 $9,318 $0 $3,727,000
2/28/2031 58 $3,727,000 $9,318 $9,318 $0 $3,727,000
3/31/2031 59 $3,727,000 $9,318 $9,318 $0 $3,727,000
4/30/2031 60 $3,727,000 $9,318 $9,318 $0 $3,727,000
5/31/2031 61 $3,727,000 $12,000 $9,318 $2,683 $3,724,317 6/30/2031 62 $3,724,317 $12,000 $9,311 $2,689 $3,721,628 7/31/2031 63 $3,721,628 $12,000 $9,304 $2,696 $3,718,932 8/31/2031 64 $3,718,932 $12,000 $9,297 $2,703 $3,716,229 9/30/2031 65 $3,716,229 $12,000 $9,291 $2,710 $3,713,520 10/31/2031 66 $3,713,520 $12,000 $9,284 $2,716 $3,710,803 11/30/2031 67 $3,710,803 $12,000 $9,277 $2,723 $3,708,080 12/31/2031 68 $3,708,080 $12,000 $9,270 $2,730 $3,705,350 1/31/2032 69 $3,705,350 $12,000 $9,263 $2,737 $3,702,614 2/29/2032 70 $3,702,614 $12,000 $9,257 $2,744 $3,699,870 3/31/2032 71 $3,699,870 $12,000 $9,250 $2,750 $3,697,120 4/30/2032 72 $3,697,120 $12,000 $9,243 $2,757 $3,694,362 5/31/2032 73 $3,694,362 $12,000 $9,236 $2,764 $3,691,598 6/30/2032 74 $3,691,598 $12,000 $9,229 $2,771 $3,688,827 7/31/2032 75 $3,688,827 $12,000 $9,222 $2,778 $3,686,049 8/31/2032 76 $3,686,049 $12,000 $9,215 $2,785 $3,683,264 9/30/2032 77 $3,683,264 $12,000 $9,208 $2,792 $3,680,472 10/31/2032 78 $3,680,472 $12,000 $9,201 $2,799 $3,677,673 11/30/2032 79 $3,677,673 $12,000 $9,194 $2,806 $3,674,867 12/31/2032 80 $3,674,867 $12,000 $9,187 $2,813 $3,672,054 1/31/2033 81 $3,672,054 $12,000 $9,180 $2,820 $3,669,234 2/28/2033 82 $3,669,234 $12,000 $9,173 $2,827 $3,666,407 3/31/2033 83 $3,666,407 $12,000 $9,166 $2,834 $3,663,573 4/30/2033 84 $3,663,573 $12,000 $9,159 $2,841 $3,660,732 5/31/2033 85 $3,660,732 $12,000 $9,152 $2,848 $3,657,884 6/30/2033 86 $3,657,884 $12,000 $9,145 $2,855 $3,655,029 7/31/2033 87 $3,655,029 $12,000 $9,138 $2,863 $3,652,166 8/31/2033 88 $3,652,166 $12,000 $9,130 $2,870 $3,649,296 9/30/2033 89 $3,649,296 $12,000 $9,123 $2,877 $3,646,419 10/31/2033 90 $3,646,419 $12,000 $9,116 $2,884 $3,643,535 11/30/2033 91 $3,643,535 $12,000 $9,109 $2,891 $3,640,644 12/31/2033 92 $3,640,644 $12,000 $9,102 $2,898 $3,637,746 1/31/2034 93 $3,637,746 $12,000 $9,094 $2,906 $3,634,840 2/28/2034 94 $3,634,840 $12,000 $9,087 $2,913 $3,631,927 3/31/2034 95 $3,631,927 $12,000 $9,080 $2,920 $3,629,007 4/30/2034 96 $3,629,007 $12,000 $9,073 $2,928 $3,626,079 5/31/2034 97 $3,626,079 $12,000 $9,065 $2,935 $3,623,144 6/30/2034 98 $3,623,144 $12,000 $9,058 $2,942 $3,620,202 7/31/2034 99 $3,620,202 $12,000 $9,051 $2,950 $3,617,252 8/31/2034 100 $3,617,252 $12,000 $9,043 $2,957 $3,614,295 9/30/2034 101 $3,614,295 $12,000 $9,036 $2,964 $3,611,331 10/31/2034 102 $3,611,331 $12,000 $9,028 $2,972 $3,608,359 11/30/2034 103 $3,608,359 $12,000 $9,021 $2,979 $3,605,380 12/31/2034 104 $3,605,380 $12,000 $9,013 $2,987 $3,602,393 1/31/2035 105 $3,602,393 $12,000 $9,006 $2,994 $3,599,399 2/28/2035 106 $3,599,399 $12,000 $8,998 $3,002 $3,596,398
698572v1
3/31/2035 107 $3,596,398 $12,000 $8,991 $3,009 $3,593,389 4/30/2035 108 $3,593,389 $12,000 $8,983 $3,017 $3,590,372 5/31/2035 109 $3,590,372 $12,000 $8,976 $3,024 $3,587,348 6/30/2035 110 $3,587,348 $12,000 $8,968 $3,032 $3,584,316 7/31/2035 111 $3,584,316 $12,000 $8,961 $3,039 $3,581,277 8/31/2035 112 $3,581,277 $12,000 $8,953 $3,047 $3,578,230 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2035 113 $3,578,230 $12,000 $8,946 $3,055 $3,575,175 10/31/2035 114 $3,575,175 $12,000 $8,938 $3,062 $3,572,113 11/30/2035 115 $3,572,113 $12,000 $8,930 $3,070 $3,569,043 12/31/2035 116 $3,569,043 $12,000 $8,923 $3,077 $3,565,966 1/31/2036 117 $3,565,966 $12,000 $8,915 $3,085 $3,562,881 2/29/2036 118 $3,562,881 $12,000 $8,907 $3,093 $3,559,788 3/31/2036 119 $3,559,788 $12,000 $8,899 $3,101 $3,556,687 4/30/2036 120 $3,556,687 $12,000 $8,892 $3,108 $3,553,579 5/31/2036 121 $3,553,579 $12,000 $8,884 $3,116 $3,550,462 6/30/2036 122 $3,550,462 $12,000 $8,876 $3,124 $3,547,339 7/31/2036 123 $3,547,339 $12,000 $8,868 $3,132 $3,544,207 8/31/2036 124 $3,544,207 $12,000 $8,861 $3,140 $3,541,067 9/30/2036 125 $3,541,067 $12,000 $8,853 $3,147 $3,537,920 10/31/2036 126 $3,537,920 $12,000 $8,845 $3,155 $3,534,764 11/30/2036 127 $3,534,764 $12,000 $8,837 $3,163 $3,531,601 12/31/2036 128 $3,531,601 $12,000 $8,829 $3,171 $3,528,430 1/31/2037 129 $3,528,430 $12,000 $8,821 $3,179 $3,525,251 2/28/2037 130 $3,525,251 $12,000 $8,813 $3,187 $3,522,064 3/31/2037 131 $3,522,064 $12,000 $8,805 $3,195 $3,518,869 4/30/2037 132 $3,518,869 $12,000 $8,797 $3,203 $3,515,666 5/31/2037 133 $3,515,666 $12,000 $8,789 $3,211 $3,512,455 6/30/2037 134 $3,512,455 $12,000 $8,781 $3,219 $3,509,236 7/31/2037 135 $3,509,236 $12,000 $8,773 $3,227 $3,506,009 8/31/2037 136 $3,506,009 $12,000 $8,765 $3,235 $3,502,774 9/30/2037 137 $3,502,774 $12,000 $8,757 $3,243 $3,499,531 10/31/2037 138 $3,499,531 $12,000 $8,749 $3,251 $3,496,280 11/30/2037 139 $3,496,280 $12,000 $8,741 $3,259 $3,493,020 12/31/2037 140 $3,493,020 $12,000 $8,733 $3,268 $3,489,753 1/31/2038 141 $3,489,753 $12,000 $8,724 $3,276 $3,486,477 2/28/2038 142 $3,486,477 $12,000 $8,716 $3,284 $3,483,193 3/31/2038 143 $3,483,193 $12,000 $8,708 $3,292 $3,479,901 4/30/2038 144 $3,479,901 $12,000 $8,700 $3,300 $3,476,601 5/31/2038 145 $3,476,601 $12,000 $8,692 $3,309 $3,473,292 6/30/2038 146 $3,473,292 $12,000 $8,683 $3,317 $3,469,975 7/31/2038 147 $3,469,975 $12,000 $8,675 $3,325 $3,466,650 8/31/2038 148 $3,466,650 $12,000 $8,667 $3,333 $3,463,317 9/30/2038 149 $3,463,317 $12,000 $8,658 $3,342 $3,459,975 10/31/2038 150 $3,459,975 $12,000 $8,650 $3,350 $3,456,625 11/30/2038 151 $3,456,625 $12,000 $8,642 $3,359 $3,453,266 12/31/2038 152 $3,453,266 $12,000 $8,633 $3,367 $3,449,899 1/31/2039 153 $3,449,899 $12,000 $8,625 $3,375 $3,446,524 2/28/2039 154 $3,446,524 $12,000 $8,616 $3,384 $3,443,140 3/31/2039 155 $3,443,140 $12,000 $8,608 $3,392 $3,439,748 4/30/2039 156 $3,439,748 $12,000 $8,599 $3,401 $3,436,347 5/31/2039 157 $3,436,347 $12,000 $8,591 $3,409 $3,432,938 6/30/2039 158 $3,432,938 $12,000 $8,582 $3,418 $3,429,520 7/31/2039 159 $3,429,520 $12,000 $8,574 $3,426 $3,426,094 8/31/2039 160 $3,426,094 $12,000 $8,565 $3,435 $3,422,659
698572v1
9/30/2039 161 $3,422,659 $12,000 $8,557 $3,443 $3,419,216 10/31/2039 162 $3,419,216 $12,000 $8,548 $3,452 $3,415,763 11/30/2039 163 $3,415,763 $12,000 $8,539 $3,461 $3,412,303 12/31/2039 164 $3,412,303 $12,000 $8,531 $3,469 $3,408,833 1/31/2040 165 $3,408,833 $12,000 $8,522 $3,478 $3,405,355 2/29/2040 166 $3,405,355 $12,000 $8,513 $3,487 $3,401,869 3/31/2040 167 $3,401,869 $12,000 $8,505 $3,495 $3,398,373 4/30/2040 168 $3,398,373 $12,000 $8,496 $3,504 $3,394,869 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2040 169 $3,394,869 $12,000 $8,487 $3,513 $3,391,356 6/30/2040 170 $3,391,356 $12,000 $8,478 $3,522 $3,387,834 7/31/2040 171 $3,387,834 $12,000 $8,470 $3,531 $3,384,304 8/31/2040 172 $3,384,304 $12,000 $8,461 $3,539 $3,380,765 9/30/2040 173 $3,380,765 $12,000 $8,452 $3,548 $3,377,216 10/31/2040 174 $3,377,216 $12,000 $8,443 $3,557 $3,373,659 11/30/2040 175 $3,373,659 $12,000 $8,434 $3,566 $3,370,093 12/31/2040 176 $3,370,093 $12,000 $8,425 $3,575 $3,366,519 1/31/2041 177 $3,366,519 $12,000 $8,416 $3,584 $3,362,935 2/28/2041 178 $3,362,935 $12,000 $8,407 $3,593 $3,359,342 3/31/2041 179 $3,359,342 $12,000 $8,398 $3,602 $3,355,740 4/30/2041 180 $3,355,740 $12,000 $8,389 $3,611 $3,352,129 5/31/2041 181 $3,352,129 $12,000 $8,380 $3,620 $3,348,510 6/30/2041 182 $3,348,510 $12,000 $8,371 $3,629 $3,344,881 7/31/2041 183 $3,344,881 $12,000 $8,362 $3,638 $3,341,243 8/31/2041 184 $3,341,243 $12,000 $8,353 $3,647 $3,337,596 9/30/2041 185 $3,337,596 $12,000 $8,344 $3,656 $3,333,940 10/31/2041 186 $3,333,940 $12,000 $8,335 $3,665 $3,330,275 11/30/2041 187 $3,330,275 $12,000 $8,326 $3,674 $3,326,600 12/31/2041 188 $3,326,600 $12,000 $8,317 $3,684 $3,322,917 1/31/2042 189 $3,322,917 $12,000 $8,307 $3,693 $3,319,224 2/28/2042 190 $3,319,224 $12,000 $8,298 $3,702 $3,315,522 3/31/2042 191 $3,315,522 $12,000 $8,289 $3,711 $3,311,810 4/30/2042 192 $3,311,810 $12,000 $8,280 $3,721 $3,308,090 5/31/2042 193 $3,308,090 $12,000 $8,270 $3,730 $3,304,360 6/30/2042 194 $3,304,360 $12,000 $8,261 $3,739 $3,300,621 7/31/2042 195 $3,300,621 $12,000 $8,252 $3,749 $3,296,872 8/31/2042 196 $3,296,872 $12,000 $8,242 $3,758 $3,293,114 9/30/2042 197 $3,293,114 $12,000 $8,233 $3,767 $3,289,347 10/31/2042 198 $3,289,347 $12,000 $8,223 $3,777 $3,285,570 11/30/2042 199 $3,285,570 $12,000 $8,214 $3,786 $3,281,784 12/31/2042 200 $3,281,784 $12,000 $8,204 $3,796 $3,277,988 1/31/2043 201 $3,277,988 $12,000 $8,195 $3,805 $3,274,183 2/28/2043 202 $3,274,183 $12,000 $8,185 $3,815 $3,270,369 3/31/2043 203 $3,270,369 $12,000 $8,176 $3,824 $3,266,545 4/30/2043 204 $3,266,545 $12,000 $8,166 $3,834 $3,262,711 5/31/2043 205 $3,262,711 $12,000 $8,157 $3,843 $3,258,867 6/30/2043 206 $3,258,867 $12,000 $8,147 $3,853 $3,255,015 7/31/2043 207 $3,255,015 $12,000 $8,138 $3,863 $3,251,152 8/31/2043 208 $3,251,152 $12,000 $8,128 $3,872 $3,247,280 9/30/2043 209 $3,247,280 $12,000 $8,118 $3,882 $3,243,398 10/31/2043 210 $3,243,398 $12,000 $8,108 $3,892 $3,239,506 11/30/2043 211 $3,239,506 $12,000 $8,099 $3,901 $3,235,605 12/31/2043 212 $3,235,605 $12,000 $8,089 $3,911 $3,231,694 1/31/2044 213 $3,231,694 $12,000 $8,079 $3,921 $3,227,773 2/29/2044 214 $3,227,773 $12,000 $8,069 $3,931 $3,223,842
698572v1
3/31/2044 215 $3,223,842 $12,000 $8,060 $3,940 $3,219,902 4/30/2044 216 $3,219,902 $12,000 $8,050 $3,950 $3,215,951 5/31/2044 217 $3,215,951 $12,000 $8,040 $3,960 $3,211,991 6/30/2044 218 $3,211,991 $12,000 $8,030 $3,970 $3,208,021 7/31/2044 219 $3,208,021 $12,000 $8,020 $3,980 $3,204,041 8/31/2044 220 $3,204,041 $12,000 $8,010 $3,990 $3,200,051 9/30/2044 221 $3,200,051 $12,000 $8,000 $4,000 $3,196,051 10/31/2044 222 $3,196,051 $12,000 $7,990 $4,010 $3,192,041 11/30/2044 223 $3,192,041 $12,000 $7,980 $4,020 $3,188,021 12/31/2044 224 $3,188,021 $12,000 $7,970 $4,030 $3,183,991 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2045 225 $3,183,991 $12,000 $7,960 $4,040 $3,179,951 2/28/2045 226 $3,179,951 $12,000 $7,950 $4,050 $3,175,901 3/31/2045 227 $3,175,901 $12,000 $7,940 $4,060 $3,171,840 4/30/2045 228 $3,171,840 $12,000 $7,930 $4,071 $3,167,770 5/31/2045 229 $3,167,770 $12,000 $7,919 $4,081 $3,163,689 6/30/2045 230 $3,163,689 $12,000 $7,909 $4,091 $3,159,598 7/31/2045 231 $3,159,598 $12,000 $7,899 $4,101 $3,155,497 8/31/2045 232 $3,155,497 $12,000 $7,889 $4,111 $3,151,386 9/30/2045 233 $3,151,386 $12,000 $7,878 $4,122 $3,147,264 10/31/2045 234 $3,147,264 $12,000 $7,868 $4,132 $3,143,132 11/30/2045 235 $3,143,132 $12,000 $7,858 $4,142 $3,138,990 12/31/2045 236 $3,138,990 $12,000 $7,847 $4,153 $3,134,837 1/31/2046 237 $3,134,837 $12,000 $7,837 $4,163 $3,130,674 2/28/2046 238 $3,130,674 $12,000 $7,827 $4,173 $3,126,501 3/31/2046 239 $3,126,501 $12,000 $7,816 $4,184 $3,122,317 4/30/2046 240 $3,122,317 $12,000 $7,806 $4,194 $3,118,123 5/31/2046 241 $3,118,123 $12,000 $7,795 $4,205 $3,113,918 6/30/2046 242 $3,113,918 $12,000 $7,785 $4,215 $3,109,703 7/31/2046 243 $3,109,703 $12,000 $7,774 $4,226 $3,105,477 8/31/2046 244 $3,105,477 $12,000 $7,764 $4,236 $3,101,240 9/30/2046 245 $3,101,240 $12,000 $7,753 $4,247 $3,096,993 10/31/2046 246 $3,096,993 $12,000 $7,742 $4,258 $3,092,736 11/30/2046 247 $3,092,736 $12,000 $7,732 $4,268 $3,088,468 12/31/2046 248 $3,088,468 $12,000 $7,721 $4,279 $3,084,189 1/31/2047 249 $3,084,189 $12,000 $7,710 $4,290 $3,079,899 2/28/2047 250 $3,079,899 $12,000 $7,700 $4,300 $3,075,599 3/31/2047 251 $3,075,599 $12,000 $7,689 $4,311 $3,071,287 4/30/2047 252 $3,071,287 $12,000 $7,678 $4,322 $3,066,966 5/31/2047 253 $3,066,966 $12,000 $7,667 $4,333 $3,062,633 6/30/2047 254 $3,062,633 $12,000 $7,657 $4,344 $3,058,289 7/31/2047 255 $3,058,289 $12,000 $7,646 $4,354 $3,053,935 8/31/2047 256 $3,053,935 $12,000 $7,635 $4,365 $3,049,570 9/30/2047 257 $3,049,570 $12,000 $7,624 $4,376 $3,045,194 10/31/2047 258 $3,045,194 $12,000 $7,613 $4,387 $3,040,806 11/30/2047 259 $3,040,806 $12,000 $7,602 $4,398 $3,036,408 12/31/2047 260 $3,036,408 $12,000 $7,591 $4,409 $3,031,999 1/31/2048 261 $3,031,999 $12,000 $7,580 $4,420 $3,027,579 2/29/2048 262 $3,027,579 $12,000 $7,569 $4,431 $3,023,148 3/31/2048 263 $3,023,148 $12,000 $7,558 $4,442 $3,018,706 4/30/2048 264 $3,018,706 $12,000 $7,547 $4,453 $3,014,252 5/31/2048 265 $3,014,252 $12,000 $7,536 $4,464 $3,009,788 6/30/2048 266 $3,009,788 $12,000 $7,524 $4,476 $3,005,312 7/31/2048 267 $3,005,312 $12,000 $7,513 $4,487 $3,000,826 8/31/2048 268 $3,000,826 $12,000 $7,502 $4,498 $2,996,328
698572v1
9/30/2048 269 $2,996,328 $12,000 $7,491 $4,509 $2,991,818 10/31/2048 270 $2,991,818 $12,000 $7,480 $4,521 $2,987,298 11/30/2048 271 $2,987,298 $12,000 $7,468 $4,532 $2,982,766 12/31/2048 272 $2,982,766 $12,000 $7,457 $4,543 $2,978,223 1/31/2049 273 $2,978,223 $12,000 $7,446 $4,555 $2,973,668 2/28/2049 274 $2,973,668 $12,000 $7,434 $4,566 $2,969,102 3/31/2049 275 $2,969,102 $12,000 $7,423 $4,577 $2,964,525 4/30/2049 276 $2,964,525 $12,000 $7,411 $4,589 $2,959,936 5/31/2049 277 $2,959,936 $12,000 $7,400 $4,600 $2,955,336 6/30/2049 278 $2,955,336 $12,000 $7,388 $4,612 $2,950,724 7/31/2049 279 $2,950,724 $12,000 $7,377 $4,623 $2,946,101 8/31/2049 280 $2,946,101 $12,000 $7,365 $4,635 $2,941,466 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2049 281 $2,941,466 $12,000 $7,354 $4,646 $2,936,819 10/31/2049 282 $2,936,819 $12,000 $7,342 $4,658 $2,932,161 11/30/2049 283 $2,932,161 $12,000 $7,330 $4,670 $2,927,492 12/31/2049 284 $2,927,492 $12,000 $7,319 $4,681 $2,922,810 1/31/2050 285 $2,922,810 $12,000 $7,307 $4,693 $2,918,117 2/28/2050 286 $2,918,117 $12,000 $7,295 $4,705 $2,913,412 3/31/2050 287 $2,913,412 $12,000 $7,284 $4,717 $2,908,696 4/30/2050 288 $2,908,696 $12,000 $7,272 $4,728 $2,903,967 5/31/2050 289 $2,903,967 $12,000 $7,260 $4,740 $2,899,227 6/30/2050 290 $2,899,227 $12,000 $7,248 $4,752 $2,894,475 7/31/2050 291 $2,894,475 $12,000 $7,236 $4,764 $2,889,711 8/31/2050 292 $2,889,711 $12,000 $7,224 $4,776 $2,884,936 9/30/2050 293 $2,884,936 $12,000 $7,212 $4,788 $2,880,148 10/31/2050 294 $2,880,148 $12,000 $7,200 $4,800 $2,875,348 11/30/2050 295 $2,875,348 $12,000 $7,188 $4,812 $2,870,536 12/31/2050 296 $2,870,536 $12,000 $7,176 $4,824 $2,865,713 1/31/2051 297 $2,865,713 $12,000 $7,164 $4,836 $2,860,877 2/28/2051 298 $2,860,877 $12,000 $7,152 $4,848 $2,856,029 3/31/2051 299 $2,856,029 $12,000 $7,140 $4,860 $2,851,169 4/30/2051 300 $2,851,169 $12,000 $7,128 $4,872 $2,846,297 5/31/2051 301 $2,846,297 $12,000 $7,116 $4,884 $2,841,412 6/30/2051 302 $2,841,412 $12,000 $7,104 $4,897 $2,836,516 7/31/2051 303 $2,836,516 $12,000 $7,091 $4,909 $2,831,607 8/31/2051 304 $2,831,607 $12,000 $7,079 $4,921 $2,826,686 9/30/2051 305 $2,826,686 $12,000 $7,067 $4,933 $2,821,752 10/31/2051 306 $2,821,752 $12,000 $7,054 $4,946 $2,816,807 11/30/2051 307 $2,816,807 $12,000 $7,042 $4,958 $2,811,849 12/31/2051 308 $2,811,849 $12,000 $7,030 $4,970 $2,806,878 1/31/2052 309 $2,806,878 $12,000 $7,017 $4,983 $2,801,895 2/29/2052 310 $2,801,895 $12,000 $7,005 $4,995 $2,796,900 3/31/2052 311 $2,796,900 $12,000 $6,992 $5,008 $2,791,892 4/30/2052 312 $2,791,892 $12,000 $6,980 $5,020 $2,786,872 5/31/2052 313 $2,786,872 $12,000 $6,967 $5,033 $2,781,839 6/30/2052 314 $2,781,839 $12,000 $6,955 $5,046 $2,776,793 7/31/2052 315 $2,776,793 $12,000 $6,942 $5,058 $2,771,735 8/31/2052 316 $2,771,735 $12,000 $6,929 $5,071 $2,766,664 9/30/2052 317 $2,766,664 $12,000 $6,917 $5,083 $2,761,581 10/31/2052 318 $2,761,581 $12,000 $6,904 $5,096 $2,756,485 11/30/2052 319 $2,756,485 $12,000 $6,891 $5,109 $2,751,376 12/31/2052 320 $2,751,376 $12,000 $6,878 $5,122 $2,746,254 1/31/2053 321 $2,746,254 $12,000 $6,866 $5,134 $2,741,120 2/28/2053 322 $2,741,120 $12,000 $6,853 $5,147 $2,735,972
698572v1
3/31/2053 323 $2,735,972 $12,000 $6,840 $5,160 $2,730,812 4/30/2053 324 $2,730,812 $12,000 $6,827 $5,173 $2,725,639 5/31/2053 325 $2,725,639 $12,000 $6,814 $5,186 $2,720,453 6/30/2053 326 $2,720,453 $12,000 $6,801 $5,199 $2,715,254 7/31/2053 327 $2,715,254 $12,000 $6,788 $5,212 $2,710,042 8/31/2053 328 $2,710,042 $12,000 $6,775 $5,225 $2,704,817 9/30/2053 329 $2,704,817 $12,000 $6,762 $5,238 $2,699,579 10/31/2053 330 $2,699,579 $12,000 $6,749 $5,251 $2,694,328 11/30/2053 331 $2,694,328 $12,000 $6,736 $5,264 $2,689,064 12/31/2053 332 $2,689,064 $12,000 $6,723 $5,277 $2,683,786 1/31/2054 333 $2,683,786 $12,000 $6,709 $5,291 $2,678,496 2/28/2054 334 $2,678,496 $12,000 $6,696 $5,304 $2,673,192 3/31/2054 335 $2,673,192 $12,000 $6,683 $5,317 $2,667,875 4/30/2054 336 $2,667,875 $12,000 $6,670 $5,330 $2,662,544 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2054 337 $2,662,544 $12,000 $6,656 $5,344 $2,657,201 6/30/2054 338 $2,657,201 $12,000 $6,643 $5,357 $2,651,843 7/31/2054 339 $2,651,843 $12,000 $6,630 $5,370 $2,646,473 8/31/2054 340 $2,646,473 $12,000 $6,616 $5,384 $2,641,089 9/30/2054 341 $2,641,089 $12,000 $6,603 $5,397 $2,635,692 10/31/2054 342 $2,635,692 $12,000 $6,589 $5,411 $2,630,281 11/30/2054 343 $2,630,281 $12,000 $6,576 $5,424 $2,624,856 12/31/2054 344 $2,624,856 $12,000 $6,562 $5,438 $2,619,418 1/31/2055 345 $2,619,418 $12,000 $6,549 $5,452 $2,613,967 2/28/2055 346 $2,613,967 $12,000 $6,535 $5,465 $2,608,502 3/31/2055 347 $2,608,502 $12,000 $6,521 $5,479 $2,603,023 4/30/2055 348 $2,603,023 $12,000 $6,508 $5,493 $2,597,530 5/31/2055 349 $2,597,530 $12,000 $6,494 $5,506 $2,592,024 6/30/2055 350 $2,592,024 $12,000 $6,480 $5,520 $2,586,504 7/31/2055 351 $2,586,504 $12,000 $6,466 $5,534 $2,580,970 8/31/2055 352 $2,580,970 $12,000 $6,452 $5,548 $2,575,422 9/30/2055 353 $2,575,422 $12,000 $6,439 $5,562 $2,569,861 10/31/2055 354 $2,569,861 $12,000 $6,425 $5,575 $2,564,285 11/30/2055 355 $2,564,285 $12,000 $6,411 $5,589 $2,558,696 12/31/2055 356 $2,558,696 $12,000 $6,397 $5,603 $2,553,093 1/31/2056 357 $2,553,093 $12,000 $6,383 $5,617 $2,547,475 2/29/2056 358 $2,547,475 $12,000 $6,369 $5,631 $2,541,844 3/31/2056 359 $2,541,844 $12,000 $6,355 $5,645 $2,536,198 4/30/2056 360 $2,536,198 $12,000 $6,340 $5,660 $2,530,539 5/31/2056 361 $2,530,539 $12,000 $6,326 $5,674 $2,524,865 6/30/2056 362 $2,524,865 $12,000 $6,312 $5,688 $2,519,177 7/31/2056 363 $2,519,177 $12,000 $6,298 $5,702 $2,513,475 8/31/2056 364 $2,513,475 $12,000 $6,284 $5,716 $2,507,759 9/30/2056 365 $2,507,759 $12,000 $6,269 $5,731 $2,502,028 10/31/2056 366 $2,502,028 $12,000 $6,255 $5,745 $2,496,283 11/30/2056 367 $2,496,283 $12,000 $6,241 $5,759 $2,490,523 12/31/2056 368 $2,490,523 $12,000 $6,226 $5,774 $2,484,750 1/31/2057 369 $2,484,750 $12,000 $6,212 $5,788 $2,478,961 2/28/2057 370 $2,478,961 $12,000 $6,197 $5,803 $2,473,159 3/31/2057 371 $2,473,159 $12,000 $6,183 $5,817 $2,467,341 4/30/2057 372 $2,467,341 $12,000 $6,168 $5,832 $2,461,510 5/31/2057 373 $2,461,510 $12,000 $6,154 $5,846 $2,455,663 6/30/2057 374 $2,455,663 $12,000 $6,139 $5,861 $2,449,802 7/31/2057 375 $2,449,802 $12,000 $6,125 $5,876 $2,443,927 8/31/2057 376 $2,443,927 $12,000 $6,110 $5,890 $2,438,037
698572v1
9/30/2057 377 $2,438,037 $12,000 $6,095 $5,905 $2,432,132 10/31/2057 378 $2,432,132 $12,000 $6,080 $5,920 $2,426,212 11/30/2057 379 $2,426,212 $12,000 $6,066 $5,935 $2,420,277 12/31/2057 380 $2,420,277 $12,000 $6,051 $5,949 $2,414,328 1/31/2058 381 $2,414,328 $12,000 $6,036 $5,964 $2,408,364 2/28/2058 382 $2,408,364 $12,000 $6,021 $5,979 $2,402,384 3/31/2058 383 $2,402,384 $12,000 $6,006 $5,994 $2,396,390 4/30/2058 384 $2,396,390 $12,000 $5,991 $6,009 $2,390,381 5/31/2058 385 $2,390,381 $12,000 $5,976 $6,024 $2,384,357 6/30/2058 386 $2,384,357 $12,000 $5,961 $6,039 $2,378,318 7/31/2058 387 $2,378,318 $12,000 $5,946 $6,054 $2,372,263 8/31/2058 388 $2,372,263 $12,000 $5,931 $6,069 $2,366,194 9/30/2058 389 $2,366,194 $12,000 $5,915 $6,085 $2,360,109 10/31/2058 390 $2,360,109 $12,000 $5,900 $6,100 $2,354,010 11/30/2058 391 $2,354,010 $12,000 $5,885 $6,115 $2,347,894 12/31/2058 392 $2,347,894 $12,000 $5,870 $6,130 $2,341,764 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2059 393 $2,341,764 $12,000 $5,854 $6,146 $2,335,618 2/28/2059 394 $2,335,618 $12,000 $5,839 $6,161 $2,329,457 3/31/2059 395 $2,329,457 $12,000 $5,824 $6,176 $2,323,281 4/30/2059 396 $2,323,281 $12,000 $5,808 $6,192 $2,317,089 5/31/2059 397 $2,317,089 $12,000 $5,793 $6,207 $2,310,882 6/30/2059 398 $2,310,882 $12,000 $5,777 $6,223 $2,304,659 7/31/2059 399 $2,304,659 $12,000 $5,762 $6,238 $2,298,420 8/31/2059 400 $2,298,420 $12,000 $5,746 $6,254 $2,292,166 9/30/2059 401 $2,292,166 $12,000 $5,730 $6,270 $2,285,897 10/31/2059 402 $2,285,897 $12,000 $5,715 $6,285 $2,279,611 11/30/2059 403 $2,279,611 $12,000 $5,699 $6,301 $2,273,310 12/31/2059 404 $2,273,310 $12,000 $5,683 $6,317 $2,266,993 1/31/2060 405 $2,266,993 $12,000 $5,667 $6,333 $2,260,661 2/29/2060 406 $2,260,661 $12,000 $5,652 $6,348 $2,254,312 3/31/2060 407 $2,254,312 $12,000 $5,636 $6,364 $2,247,948 4/30/2060 408 $2,247,948 $12,000 $5,620 $6,380 $2,241,568 5/31/2060 409 $2,241,568 $12,000 $5,604 $6,396 $2,235,171 6/30/2060 410 $2,235,171 $12,000 $5,588 $6,412 $2,228,759 7/31/2060 411 $2,228,759 $12,000 $5,572 $6,428 $2,222,331 8/31/2060 412 $2,222,331 $12,000 $5,556 $6,444 $2,215,887 9/30/2060 413 $2,215,887 $12,000 $5,540 $6,460 $2,209,426 10/31/2060 414 $2,209,426 $12,000 $5,524 $6,477 $2,202,950 11/30/2060 415 $2,202,950 $12,000 $5,507 $6,493 $2,196,457 12/31/2060 416 $2,196,457 $12,000 $5,491 $6,509 $2,189,948 1/31/2061 417 $2,189,948 $12,000 $5,475 $6,525 $2,183,423 2/28/2061 418 $2,183,423 $12,000 $5,459 $6,542 $2,176,881 3/31/2061 419 $2,176,881 $12,000 $5,442 $6,558 $2,170,324 4/30/2061 420 $2,170,324 $12,000 $5,426 $6,574 $2,163,749 5/31/2061 421 $2,163,749 $12,000 $5,409 $6,591 $2,157,159 6/30/2061 422 $2,157,159 $12,000 $5,393 $6,607 $2,150,551 7/31/2061 423 $2,150,551 $12,000 $5,376 $6,624 $2,143,928 8/31/2061 424 $2,143,928 $12,000 $5,360 $6,640 $2,137,287 9/30/2061 425 $2,137,287 $12,000 $5,343 $6,657 $2,130,630 10/31/2061 426 $2,130,630 $12,000 $5,327 $6,674 $2,123,957 11/30/2061 427 $2,123,957 $12,000 $5,310 $6,690 $2,117,267 12/31/2061 428 $2,117,267 $12,000 $5,293 $6,707 $2,110,560 1/31/2062 429 $2,110,560 $12,000 $5,276 $6,724 $2,103,836 2/28/2062 430 $2,103,836 $12,000 $5,260 $6,741 $2,097,096
698572v1
3/31/2062 431 $2,097,096 $12,000 $5,243 $6,757 $2,090,338 4/30/2062 432 $2,090,338 $12,000 $5,226 $6,774 $2,083,564 5/31/2062 433 $2,083,564 $12,000 $5,209 $6,791 $2,076,773 6/30/2062 434 $2,076,773 $12,000 $5,192 $6,808 $2,069,965 7/31/2062 435 $2,069,965 $12,000 $5,175 $6,825 $2,063,139 8/31/2062 436 $2,063,139 $12,000 $5,158 $6,842 $2,056,297 9/30/2062 437 $2,056,297 $12,000 $5,141 $6,859 $2,049,438 10/31/2062 438 $2,049,438 $12,000 $5,124 $6,877 $2,042,561 11/30/2062 439 $2,042,561 $12,000 $5,106 $6,894 $2,035,668 12/31/2062 440 $2,035,668 $12,000 $5,089 $6,911 $2,028,757 1/31/2063 441 $2,028,757 $12,000 $5,072 $6,928 $2,021,828 2/28/2063 442 $2,021,828 $12,000 $5,055 $6,946 $2,014,883 3/31/2063 443 $2,014,883 $12,000 $5,037 $6,963 $2,007,920 4/30/2063 444 $2,007,920 $12,000 $5,020 $6,980 $2,000,940 5/31/2063 445 $2,000,940 $12,000 $5,002 $6,998 $1,993,942 6/30/2063 446 $1,993,942 $12,000 $4,985 $7,015 $1,986,927 7/31/2063 447 $1,986,927 $12,000 $4,967 $7,033 $1,979,894 8/31/2063 448 $1,979,894 $12,000 $4,950 $7,050 $1,972,844 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2063 449 $1,972,844 $12,000 $4,932 $7,068 $1,965,776 10/31/2063 450 $1,965,776 $12,000 $4,914 $7,086 $1,958,690 11/30/2063 451 $1,958,690 $12,000 $4,897 $7,103 $1,951,587 12/31/2063 452 $1,951,587 $12,000 $4,879 $7,121 $1,944,465 1/31/2064 453 $1,944,465 $12,000 $4,861 $7,139 $1,937,326 2/29/2064 454 $1,937,326 $12,000 $4,843 $7,157 $1,930,170 3/31/2064 455 $1,930,170 $12,000 $4,825 $7,175 $1,922,995 4/30/2064 456 $1,922,995 $12,000 $4,807 $7,193 $1,915,802 5/31/2064 457 $1,915,802 $12,000 $4,790 $7,211 $1,908,592 6/30/2064 458 $1,908,592 $12,000 $4,771 $7,229 $1,901,363 7/31/2064 459 $1,901,363 $12,000 $4,753 $7,247 $1,894,116 8/31/2064 460 $1,894,116 $12,000 $4,735 $7,265 $1,886,852 9/30/2064 461 $1,886,852 $12,000 $4,717 $7,283 $1,879,569 10/31/2064 462 $1,879,569 $12,000 $4,699 $7,301 $1,872,267 11/30/2064 463 $1,872,267 $12,000 $4,681 $7,319 $1,864,948 12/31/2064 464 $1,864,948 $12,000 $4,662 $7,338 $1,857,610 1/31/2065 465 $1,857,610 $12,000 $4,644 $7,356 $1,850,254 2/28/2065 466 $1,850,254 $12,000 $4,626 $7,374 $1,842,880 3/31/2065 467 $1,842,880 $12,000 $4,607 $7,393 $1,835,487 4/30/2065 468 $1,835,487 $12,000 $4,589 $7,411 $1,828,075 5/31/2065 469 $1,828,075 $12,000 $4,570 $7,430 $1,820,646 6/30/2065 470 $1,820,646 $12,000 $4,552 $7,448 $1,813,197 7/31/2065 471 $1,813,197 $12,000 $4,533 $7,467 $1,805,730 8/31/2065 472 $1,805,730 $12,000 $4,514 $7,486 $1,798,244 9/30/2065 473 $1,798,244 $12,000 $4,496 $7,504 $1,790,740 10/31/2065 474 $1,790,740 $12,000 $4,477 $7,523 $1,783,216 11/30/2065 475 $1,783,216 $12,000 $4,458 $7,542 $1,775,674 12/31/2065 476 $1,775,674 $12,000 $4,439 $7,561 $1,768,113 1/31/2066 477 $1,768,113 $12,000 $4,420 $7,580 $1,760,534 2/28/2066 478 $1,760,534 $12,000 $4,401 $7,599 $1,752,935 3/31/2066 479 $1,752,935 $12,000 $4,382 $7,618 $1,745,317 4/30/2066 480 $1,745,317 $12,000 $4,363 $7,637 $1,737,680 5/31/2066 481 $1,737,680 $12,000 $4,344 $7,656 $1,730,024 6/30/2066 482 $1,730,024 $12,000 $4,325 $7,675 $1,722,349 7/31/2066 483 $1,722,349 $12,000 $4,306 $7,694 $1,714,655 8/31/2066 484 $1,714,655 $12,000 $4,287 $7,713 $1,706,942
698572v1
9/30/2066 485 $1,706,942 $12,000 $4,267 $7,733 $1,699,209 10/31/2066 486 $1,699,209 $12,000 $4,248 $7,752 $1,691,457 11/30/2066 487 $1,691,457 $12,000 $4,229 $7,771 $1,683,685 12/31/2066 488 $1,683,685 $12,000 $4,209 $7,791 $1,675,895 1/31/2067 489 $1,675,895 $12,000 $4,190 $7,810 $1,668,084 2/28/2067 490 $1,668,084 $12,000 $4,170 $7,830 $1,660,254 3/31/2067 491 $1,660,254 $12,000 $4,151 $7,849 $1,652,405 4/30/2067 492 $1,652,405 $12,000 $4,131 $7,869 $1,644,536 5/31/2067 493 $1,644,536 $12,000 $4,111 $7,889 $1,636,647 6/30/2067 494 $1,636,647 $12,000 $4,092 $7,908 $1,628,738 7/31/2067 495 $1,628,738 $12,000 $4,072 $7,928 $1,620,810 8/31/2067 496 $1,620,810 $12,000 $4,052 $7,948 $1,612,862 9/30/2067 497 $1,612,862 $12,000 $4,032 $7,968 $1,604,894 10/31/2067 498 $1,604,894 $12,000 $4,012 $7,988 $1,596,906 11/30/2067 499 $1,596,906 $12,000 $3,992 $8,008 $1,588,898 12/31/2067 500 $1,588,898 $12,000 $3,972 $8,028 $1,580,871 1/31/2068 501 $1,580,871 $12,000 $3,952 $8,048 $1,572,823 2/29/2068 502 $1,572,823 $12,000 $3,932 $8,068 $1,564,755 3/31/2068 503 $1,564,755 $12,000 $3,912 $8,088 $1,556,666 4/30/2068 504 $1,556,666 $12,000 $3,892 $8,108 $1,548,558 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 5/31/2068 505 $1,548,558 $12,000 $3,871 $8,129 $1,540,429 6/30/2068 506 $1,540,429 $12,000 $3,851 $8,149 $1,532,280 7/31/2068 507 $1,532,280 $12,000 $3,831 $8,169 $1,524,111 8/31/2068 508 $1,524,111 $12,000 $3,810 $8,190 $1,515,921 9/30/2068 509 $1,515,921 $12,000 $3,790 $8,210 $1,507,711 10/31/2068 510 $1,507,711 $12,000 $3,769 $8,231 $1,499,480 11/30/2068 511 $1,499,480 $12,000 $3,749 $8,251 $1,491,229 12/31/2068 512 $1,491,229 $12,000 $3,728 $8,272 $1,482,957 1/31/2069 513 $1,482,957 $12,000 $3,707 $8,293 $1,474,664 2/28/2069 514 $1,474,664 $12,000 $3,687 $8,313 $1,466,350 3/31/2069 515 $1,466,350 $12,000 $3,666 $8,334 $1,458,016 4/30/2069 516 $1,458,016 $12,000 $3,645 $8,355 $1,449,661 5/31/2069 517 $1,449,661 $12,000 $3,624 $8,376 $1,441,285 6/30/2069 518 $1,441,285 $12,000 $3,603 $8,397 $1,432,888 7/31/2069 519 $1,432,888 $12,000 $3,582 $8,418 $1,424,470 8/31/2069 520 $1,424,470 $12,000 $3,561 $8,439 $1,416,031 9/30/2069 521 $1,416,031 $12,000 $3,540 $8,460 $1,407,571 10/31/2069 522 $1,407,571 $12,000 $3,519 $8,481 $1,399,090 11/30/2069 523 $1,399,090 $12,000 $3,498 $8,502 $1,390,588 12/31/2069 524 $1,390,588 $12,000 $3,476 $8,524 $1,382,064 1/31/2070 525 $1,382,064 $12,000 $3,455 $8,545 $1,373,519 2/28/2070 526 $1,373,519 $12,000 $3,434 $8,566 $1,364,953 3/31/2070 527 $1,364,953 $12,000 $3,412 $8,588 $1,356,365 4/30/2070 528 $1,356,365 $12,000 $3,391 $8,609 $1,347,756 5/31/2070 529 $1,347,756 $12,000 $3,369 $8,631 $1,339,125 6/30/2070 530 $1,339,125 $12,000 $3,348 $8,652 $1,330,473 7/31/2070 531 $1,330,473 $12,000 $3,326 $8,674 $1,321,799 8/31/2070 532 $1,321,799 $12,000 $3,304 $8,696 $1,313,104 9/30/2070 533 $1,313,104 $12,000 $3,283 $8,717 $1,304,386 10/31/2070 534 $1,304,386 $12,000 $3,261 $8,739 $1,295,647 11/30/2070 535 $1,295,647 $12,000 $3,239 $8,761 $1,286,886 12/31/2070 536 $1,286,886 $12,000 $3,217 $8,783 $1,278,103 1/31/2071 537 $1,278,103 $12,000 $3,195 $8,805 $1,269,298 2/28/2071 538 $1,269,298 $12,000 $3,173 $8,827 $1,260,472
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3/31/2071 539 $1,260,472 $12,000 $3,151 $8,849 $1,251,623 4/30/2071 540 $1,251,623 $12,000 $3,129 $8,871 $1,242,752 5/31/2071 541 $1,242,752 $12,000 $3,107 $8,893 $1,233,858 6/30/2071 542 $1,233,858 $12,000 $3,085 $8,915 $1,224,943 7/31/2071 543 $1,224,943 $12,000 $3,062 $8,938 $1,216,005 8/31/2071 544 $1,216,005 $12,000 $3,040 $8,960 $1,207,045 9/30/2071 545 $1,207,045 $12,000 $3,018 $8,982 $1,198,063 10/31/2071 546 $1,198,063 $12,000 $2,995 $9,005 $1,189,058 11/30/2071 547 $1,189,058 $12,000 $2,973 $9,027 $1,180,030 12/31/2071 548 $1,180,030 $12,000 $2,950 $9,050 $1,170,980 1/31/2072 549 $1,170,980 $12,000 $2,927 $9,073 $1,161,907 2/29/2072 550 $1,161,907 $12,000 $2,905 $9,095 $1,152,812 3/31/2072 551 $1,152,812 $12,000 $2,882 $9,118 $1,143,694 4/30/2072 552 $1,143,694 $12,000 $2,859 $9,141 $1,134,553 5/31/2072 553 $1,134,553 $12,000 $2,836 $9,164 $1,125,389 6/30/2072 554 $1,125,389 $12,000 $2,813 $9,187 $1,116,203 7/31/2072 555 $1,116,203 $12,000 $2,791 $9,210 $1,106,993 8/31/2072 556 $1,106,993 $12,000 $2,767 $9,233 $1,097,761 9/30/2072 557 $1,097,761 $12,000 $2,744 $9,256 $1,088,505 10/31/2072 558 $1,088,505 $12,000 $2,721 $9,279 $1,079,226 11/30/2072 559 $1,079,226 $12,000 $2,698 $9,302 $1,069,924 12/31/2072 560 $1,069,924 $12,000 $2,675 $9,325 $1,060,599 Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 1/31/2073 561 $1,060,599 $12,000 $2,651 $9,349 $1,051,250 2/28/2073 562 $1,051,250 $12,000 $2,628 $9,372 $1,041,878 3/31/2073 563 $1,041,878 $12,000 $2,605 $9,395 $1,032,483 4/30/2073 564 $1,032,483 $12,000 $2,581 $9,419 $1,023,064 5/31/2073 565 $1,023,064 $12,000 $2,558 $9,442 $1,013,621 6/30/2073 566 $1,013,621 $12,000 $2,534 $9,466 $1,004,155 7/31/2073 567 $1,004,155 $12,000 $2,510 $9,490 $994,666 8/31/2073 568 $994,666 $12,000 $2,487 $9,513 $985,152
9/30/2073 569 $985,152 $12,000 $2,463 $9,537 $975,615
10/31/2073 570 $975,615 $12,000 $2,439 $9,561 $966,054
11/30/2073 571 $966,054 $12,000 $2,415 $9,585 $956,469
12/31/2073 572 $956,469 $12,000 $2,391 $9,609 $946,860
1/31/2074 573 $946,860 $12,000 $2,367 $9,633 $937,227
2/28/2074 574 $937,227 $12,000 $2,343 $9,657 $927,570
3/31/2074 575 $927,570 $12,000 $2,319 $9,681 $917,889
4/30/2074 576 $917,889 $12,000 $2,295 $9,705 $908,184
5/31/2074 577 $908,184 $12,000 $2,270 $9,730 $898,454
6/30/2074 578 $898,454 $12,000 $2,246 $9,754 $888,700
7/31/2074 579 $888,700 $12,000 $2,222 $9,778 $878,922
8/31/2074 580 $878,922 $12,000 $2,197 $9,803 $869,119
9/30/2074 581 $869,119 $12,000 $2,173 $9,827 $859,291
10/31/2074 582 $859,291 $12,000 $2,148 $9,852 $849,440
11/30/2074 583 $849,440 $12,000 $2,124 $9,877 $839,563
12/31/2074 584 $839,563 $12,000 $2,099 $9,901 $829,662
1/31/2075 585 $829,662 $12,000 $2,074 $9,926 $819,736
2/28/2075 586 $819,736 $12,000 $2,049 $9,951 $809,785
3/31/2075 587 $809,785 $12,000 $2,024 $9,976 $799,810
4/30/2075 588 $799,810 $12,000 $2,000 $10,001 $789,809 5/31/2075 589 $789,809 $12,000 $1,975 $10,026 $779,783 6/30/2075 590 $779,783 $12,000 $1,949 $10,051 $769,733 7/31/2075 591 $769,733 $12,000 $1,924 $10,076 $759,657 8/31/2075 592 $759,657 $12,000 $1,899 $10,101 $749,556
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9/30/2075 593 $749,556 $12,000 $1,874 $10,126 $739,430 10/31/2075 594 $739,430 $12,000 $1,849 $10,152 $729,278 11/30/2075 595 $729,278 $12,000 $1,823 $10,177 $719,101 12/31/2075 596 $719,101 $12,000 $1,798 $10,202 $708,899 1/31/2076 597 $708,899 $12,000 $1,772 $10,228 $698,671 2/29/2076 598 $698,671 $12,000 $1,747 $10,253 $688,418 3/31/2076 599 $688,418 $12,000 $1,721 $10,279 $678,139 4/30/2076 600 $678,139 $12,000 $1,695 $10,305 $667,834 5/31/2076 601 $667,834 $12,000 $1,670 $10,331 $657,503 6/30/2076 602 $657,503 $12,000 $1,644 $10,356 $647,147 7/31/2076 603 $647,147 $12,000 $1,618 $10,382 $636,765 8/31/2076 604 $636,765 $12,000 $1,592 $10,408 $626,357 9/30/2076 605 $626,357 $12,000 $1,566 $10,434 $615,922 10/31/2076 606 $615,922 $12,000 $1,540 $10,460 $605,462 11/30/2076 607 $605,462 $12,000 $1,514 $10,486 $594,976 12/31/2076 608 $594,976 $12,000 $1,487 $10,513 $584,463 1/31/2077 609 $584,463 $12,000 $1,461 $10,539 $573,924 2/28/2077 610 $573,924 $12,000 $1,435 $10,565 $563,359 3/31/2077 611 $563,359 $12,000 $1,408 $10,592 $552,767
4/30/2077 612 $552,767 $12,000 $1,382 $10,618 $542,149 5/31/2077 613 $542,149 $12,000 $1,355 $10,645 $531,504 6/30/2077 614 $531,504 $12,000 $1,329 $10,671 $520,833 7/31/2077 615 $520,833 $12,000 $1,302 $10,698 $510,135 8/31/2077 616 $510,135 $12,000 $1,275 $10,725 $499,410
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Loan Amortization Schedule - City Loan
Month Month Beginning Balance Payment Interest Amortization Ending Balance 9/30/2077 617 $499,410 $12,000 $1,249 $10,752 $488,658 10/31/2077 618 $488,658 $12,000 $1,222 $10,778 $477,880 11/30/2077 619 $477,880 $12,000 $1,195 $10,805 $467,075 12/31/2077 620 $467,075 $12,000 $1,168 $10,832 $456,242 1/31/2078 621 $456,242 $12,000 $1,141 $10,859 $445,383
2/28/2078 622 $445,383 $12,000 $1,113 $10,887 $434,496
3/31/2078 623 $434,496 $12,000 $1,086 $10,914 $423,582 4/30/2078 624 $423,582 $12,000 $1,059 $10,941 $412,641 5/31/2078 625 $412,641 $12,000 $1,032 $10,968 $401,673 6/30/2078 626 $401,673 $12,000 $1,004 $10,996 $390,677 7/31/2078 627 $390,677 $12, 000 $977 $11,023 $379,653
8/31/2078 628 $379,653 $12,000 $949 $11,051 $368,602
9/30/2078 629 $368,602 $12, 000 $922 $11,079 $357,524
10/31/2078 630 $357,524 $12, 000 $894 $11,106 $346,417
11/30/2078 631 $346,417 $12,000 $866 $11,134 $335,283
12/31/2078 632 $335,283 $12,000 $838 $11,162 $324,121
1/31/2079 633 $324,121 $12, 000 $810 $11,190 $312,932
2/28/2079 634 $312,932 $12,000 $782 $11,218 $301,714
3/31/2079 635 $301,714 $12, 000 $754 $11,246 $290,468
4/30/2079 636 $290,468 $12, 000 $726 $11,274 $279,194
5/31/2079 637 $279,194 $12, 000 $698 $11,302 $267,892
6/30/2079 638 $267,892 $12, 000 $670 $11,330 $256,562
7/31/2079 639 $256,562 $12, 000 $641 $11,359 $245,203
8/31/2079 640 $245,203 $12, 000 $613 $11,387 $233,816
9/30/2079 641 $233,816 $12, 000 $585 $11,416 $222,400
10/31/2079 642 $222,400 $12, 000 $556 $11,444 $210,956
11/30/2079 643 $210,956 $12, 000 $527 $11,473 $199,483
12/31/2079 644 $199,483 $12,000 $499 $11,501 $187,982
1/31/2080 645 $187,982 $12, 000 $470 $11,530 $176,452
2/29/2080 646 $176,452 $12, 000 $441 $11,559 $164,893
3/31/2080 647 $164,893 $12, 000 $412 $11,588 $153,305
4/30/2080 648 $153,305 $12,000 $383 $11,617 $141,688
5/31/2080 649 $141,688 $12, 000 $354 $11,646 $130,042
6/30/2080 650 $130,042 $12, 000 $325 $11,675 $118,367
7/31/2080 651 $118,367 $12, 000 $296 $11,704 $106,663
8/31/2080 652 $106,663 $12, 000 $267 $11,733 $94,930
9/30/2080 653 $94,930 $12, 000 $237 $11,763 $83,167
10/31/2080 654 $83,167 $12, 000 $208 $11,792 $71,375
11/30/2080 655 $71,375 $12, 000 $178 $11,822 $59,553
12/31/2080 656 $59,553 $12,000 $149 $11,851 $47,702
1/31/2081 657 $47,702 $12, 000 $119 $11,881 $35,821
2/28/2081 658 $35,821 $12,000 $90 $11,911 $23,911
3/31/2081 659 $23,911 $12, 000 $60 $11,940 $11,970
4/30/2081 660 $11,970 $12, 000 $30 $11,970 $0
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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.: 468-282-23T, 468-282-22T, 468-282-05T
DEED OF TRUST ASSIGNMENT OF RENTS
THIS DEED OF TRUST (Deed of Trust) made this ____ day of __________, 2026, by and between The Park Partners LLC, a California Limited Liability Company (Borrower), Chicago Title Company, a California Corporation (Trustee), and the City of Fresno, a Municipal Corporation organized and existing under the laws of the State of California whose address is 2600 Fresno Street, Fresno, California 93721 (Beneficiary and Lender).
The Borrower, in consideration of the indebtedness herein recited and the trust herein created, does irrevocably grant and convey to Trustee, in trust, with power of sale, all the Borrower’s right, title, and interest now owned or hereafter acquired in the real property (Land) known known as 815, 829, 835 Fulton St, Fresno, CA 93721 (APN: 468-282-23T, 468-282-05T, 468-282-22T), located in Fresno County, California and more particularly described in the Attached EXHIBIT “A”, incorporated by reference (the Borrower agrees that any greater to the Land later acquired during the term of this Deed of Trust will be subject to this Deed of Trust), together with the rents, issues, and profits, subject however, to the right, power, and authority granted and conferred on the Borrower in this Deed of Trust to collect and apply the rents, issues, and profits; and
The Borrower also irrevocably grants, transfers, and assigns to the Trustee, in trust, with power of sale, all of the Borrower’s right, title and interest now owned or later acquired to 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
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vermin or insects or for the removal of dust, refuse, or garbage; all wall safes, built-in furniture, and installations, window shades and blinds, light fixtures, fire hoses and brackets, screens, linoleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, refrigerators, heating units, stoves, water heaters, incinerators, and communication systems and installations for which any Building is specially designed; all of these item, whether now or later installed, being declared to be for all purposes of this Deed of Trust a part of the Land, the specific enumerations in this Deed of Trust not excluding the general; and
(2) The rents, issues, profits, and proceeds relating to the foregoing; and
(3) The Property to the extent not included on clauses (1) and (2) above.
TO SECURE, in order of priority that the Beneficiary determines:
(1) Payment of the indebtedness evidenced by a note of the Borrower of even date with this Deed of Trust in the principal amount of Three M illion Five Hundred Seventy Thousand Two Hundred Dollars ($3,570,200) (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 the Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is unencumbered except for encumbrances of record. The Borrower covenants that the Borrower will forever
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warrant and will defend the grant made in this Deed of Trust against all claims and demands, subject to encumbrances of record. The Borrower covenants that the Borrower will maintain and preserve the lien of this Deed of Trust until all the indebtedness under the Note is paid in full.
The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust, the Borrower is a validly existing corporation and is in good standing under the laws of the State of California and is qualified to do business in the State of California; that the Borrower has the requisite power and authority to own, develop, and operate the property; and that the Borrower is in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it.
The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the execution, delivery, and performance by the Borrower and the borrowings evidenced by the Note are within the power of the Borrower; have been duly authorized by all requisite corporate or 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 affordable housing and improvements to the Property.
UNIFORM COVENANTS. The Borrower and the Lender covenant and agree as follows:
1. Payment of Principal. The Borrower shall promptly pay when due the principal indebtedness evidenced by the Note.
2. Hazard Insurance. The Borrower, at its sole cost and expense, for the mutual benefit of the Borrower and 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
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hold the policies and renewals thereof, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust.
In the event of loss, the Borrower shall give prompt notice to the insurance carrier and the Lender. The Lender may make proof of loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within 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 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
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shall be paid to the Lender, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust.
7. Borrower Not Released; Forbearance By Lender Not a Waiver. The extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by the Lender to any successor in interest of the Borrower shall not operate to release, in any manner, the 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 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 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,
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partnership or entity that directly or indirectly owns or controls any general partner of the Borrower, including, without limitation, each parent company of a general partner of the Borrower and each parent company of any parent company of a general partner of the Borrower, will constitute a sale of the Property for purposes of this section. If the Borrower is a limited liability company, any change of the manager or any sale, transfer or disposition of 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 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
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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 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 Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of the Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Lender, at the Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. The Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 13, including, but not limited to, reasonable attorney's fees. If the Lender invokes the power of sale, the Lender shall execute or cause the Trustee to execute a written notice of the occurrence of an event of default and of the Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. The Lender or the Trustee shall mail copies of such notice in the manner prescribed by applicable law. The Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, the Trustee, without demand on the Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. The Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. The Lender or the Lender's designee may purchase the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be 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 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 and agreements of Borrower in paragraph 13 hereof, including but not limited to,
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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 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 Property without warranty and without
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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 Property except with the express written approval of the Beneficiary, any of which will be an Event of Default because the Borrower’s obligation to own and operate the Property is one of the inducements to the Beneficiary to make the Loan;
(f) Default under any agreement to which the Borrower is a party, which agreement relates to the borrowing of money by the Borrower from Beneficiary.
(g) Any presentation or warranty made by any Loan Party or any other Person under this Deed of Trust or in, under, or pursuant to the Loan Documents, is false or misleading in any material respect as of the date on which the representation or warranty was made.
(h) Any of the Loan Documents, at any time after their respective execution and delivery and for any reason, cease to be in full force or are declared null and void, or the validity or enforceability is contested by the Borrower or any stockholder or partner of the Borrower, or the Borrower denies that it has any or further liability or obligation under any of the Loan Documents to which it is a party.
If one or more Event of Default occurs and is continuing, then the Beneficiary may declare all the Indebtedness to be due and the Indebtedness will become due without any further presentment, demand, protest, or notice of any kind, and the Beneficiary may:
(i) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Borrower, or the existence of waste, enter on and take possession of the Property or any party of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the Indebtedness, all in any order that the Beneficiary many determine.
The entering on and taking possession of the Property, the collection of rents, issues, and profits, and the application of them will not cure or waive any default or notice of default or invalidate any act done pursuant to the notice;
(ii) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property;
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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 Property to be sold, which notice the Trustee or the Beneficiary will cause to be filed for record;
(iv) with respect to any Personalty, proceed as to both the real and personal property in accordance with the Beneficiary’s rights and remedies in respect of the Land, or proceed to sell the Personalty separately and without regard to the Land in accordance with the Beneficiary’s rights and remedies; or
(v) exercise any of these remedies in combination or any other remedy at law or in equity.
23. Protection of Security. If an Event of Default occurs and is continuing, the Beneficiary or Trustee, without notice to or demand upon the Borrower, and without releasing the Borrower from any obligations or defaults may:
(a) enter on the Property in any manner and to any extent that either deems necessary to protect the security of this Deed of Trust; (b) appear in and defend any action or proceeding purporting to affect, in any manner, the Obligations or the Indebtedness, the security of this Deed of Trust, or the rights or powers of Beneficiary or Trustee;
(c) pay, purchase, or compromise any encumbrance, charge, or lien that in the judgment of Beneficiary or Trustee is prior or 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:
The Park Partners LLC, a California limited liability company
By: ___________________________
Mehmet Noyan
Co-Managing Member
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Co-Managing Member
(Attach notary certificate of acknowledgment)
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EXHIBIT “A”
Legal Description
To Deed of Trust
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
APN: 468-282-23T
LOT 10 AND NORTHWEST 8 1/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN OF
FRESNO, IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 12 AND 13 AND THE SOUTHEASTERLY 16-2/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 14,15 AND 16 IN BLOCK OF THE TOWN OF FRESNO, IN THE CITY OF THE
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
CONTAINS AN AREA OF 26,250 SQUARE FEET, MORE OR LESS
APN 468-282-22T:
PARCEL B OF PARCEL MAP 70-52 AS PER MAP RECORDED OCTOBER 14, 1970 IN BOOK 2 OF PARCEL MAPS AT PAGE 30, FRESNO COUNTY RECORDS
APN 468-282-05T:
LOT 9 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, IN THE CITY OF
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY
RECORDS.
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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, fert ilize, 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
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said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto, and in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
(5) To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to the Beneficiary who may apply or release such moneys received by it in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date, the Beneficiary does not waive its rights either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
(8) That at any time or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and presentation of this Deed and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, the Trustee may reconvey any part of said property, consent to the making of any map or plot thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of the Beneficiary state that all sums secured hereby have been paid, and upon surrender of this Deed and said Note to the Trustee for cancellation and retention and upon payment of its fees, the Trustee shall reconvey, without warranty, the property then held hereunder .
The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "The person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, the Trustee may destroy said note and this Deed (unless directed in such request to retain them).
(10) That as additional security, the Borrower hereby gives to and confers upon the Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder,
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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 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
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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.
(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:
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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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EXHIBIT “G-1”
EXEMPLAR DEED OF TRUST
Recorded at the Request of
and When Recorded Return to:
City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno
848 M Street, 3rd Floor
Fresno, CA 93721
(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)
TITLE ORDER NO.___________________ ESCROW NO.
A.P.N.: 468-282-23T, 468-282-22T, 468-282-05T
DEED OF TRUST ASSIGNMENT OF RENTS
THIS DEED OF TRUST (Deed of Trust) made this ____ day of __________, 2026, by and between The Park Partners LLC, a California Limited Liability Company (Borrower), Chicago Title Company, a California Corporation (Trustee), and the City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno whose address is 848 M Street, Third Floor, Fresno, California 93721 (Beneficiary and Lender).
The Borrower, in consideration of the indebtedness herein recited and the trust herein created, does irrevocably grant and convey to Trustee, in trust, with power of sale, all the Borrower’s right, title, and interest now owned or hereafter acquired in the real property (Land) known known as 815, 829, 835 Fulton St, Fresno, CA 93721 (APN: 468-282-23T, 468-282-05T, 468-282-22T), located in Fresno County, California and more particularly described in the Attached EXHIBIT “A”, incorporated by reference (the Borrower agrees that any greater to the Land later acquired during the term of this Deed of Trust will be subject to this Deed of Trust), together with the rents, issues, and profits, subject however, to the right, power, and authority granted and conferred on the Borrower in this Deed of Trust to collect and apply the rents, issues, and profits; and
The Borrower also irrevocably grants, transfers, and assigns to the Trustee, in trust, with power of sale, all of the Borrower’s right, title and interest now owned or later acquired to the following property (including the rights or interests pertaining to the property) located at the Property:
(4) 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
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vermin or insects or for the removal of dust, refuse, or garbage; all wall safes, built-in furniture, and installations, window shades and blinds, light fixtures, fire hoses and brackets, screens, linoleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, refrigerators, heating units, stoves, water heaters, incinerators, and communication systems and installations for which any Building is specially designed; all of these item, whether now or later installed, being declared to be for all purposes of this Deed of Trust a part of the Land, the specific enumerations in this Deed of Trust not excluding the general; and
(5) The rents, issues, profits, and proceeds relating to the foregoing; and
(6) The Property to the extent not included on clauses (1) and (2) above.
TO SECURE, in order of priority that the Beneficiary determines:
(6) Payment of the indebtedness evidenced by a note of the Borrower of even date with this Deed of Trust in the principal amount of One Hundred Fifty-Six Thousand Eight Hundred Dollars ($156,800) (Note), payable to the Beneficiary or order, and all extensions, modifications, or renewals of that Note;
(7) Payment of the interest on that indebtedness according to the terms of the Note;
(8) 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;
(9) 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
(10) Payment of all other obligations owed by Borrower to Beneficiary that by their terms recite that they are secured by this Deed of Trust, including those incurred as primary obligor or as guarantor.
The Borrower covenants that the Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is 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,
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subject to encumbrances of record. The Borrower covenants that the Borrower will maintain and preserve the lien of this Deed of Trust until all the indebtedness under the Note is paid in full.
The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust, the Borrower is a validly existing corporation and is in good standing under the laws of the State of California and is qualified to do business in the State of California; that the Borrower has the requisite power and authority to own, develop, and operate the property; and that the Borrower is in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it.
The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the execution, delivery, and performance by the Borrower and the borrowings evidenced by the Note are within the power of the Borrower; have been duly authorized by all requisite corporate or 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 affordable housing and improvements to the Property.
UNIFORM COVENANTS. The Borrower and the Lender covenant and agree as follows:
2. 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
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trust or other security agreement with a lien which has priority over this Deed of Trust.
In the event of loss, the Borrower shall give prompt notice to the insurance carrier and the Lender. The Lender may make proof of loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within 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 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 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 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
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of the Borrower and each parent company of any parent company of a general partner of the Borrower, will constitute a sale of the Pr operty 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 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 Deed of Trust shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of 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 Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of the Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Lender, at the Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. The Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 13, including, but not limited to, reasonable attorney's fees. If the Lender invokes the power of sale, the Lender shall execute or cause the Trustee to execute a written notice of the occurrence of an event of default and of the Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. The Lender or the Trustee shall mail copies of such notice in the manner prescribed by applicable law. The Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, the Trustee, without demand on the Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. The Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. The Lender or the Lender's designee may purchase the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be 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 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 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
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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 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 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.
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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. (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
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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 Property except with the express written approval of the Beneficiary, any of which will be an Event of Default because the Borrower’s obligation to own and operate the Property is one of the inducements to the Beneficiary to make the Loan;
(f) Default under any agreement to which the Borrower is a party, which agreement relates to the borrowing of money by the Borrower from Beneficiary.
(g) Any presentation or warranty made by any Loan Party or any other Person under this Deed of Trust or in, under, or pursuant to the Loan Documents, is false or misleading in any material respect as of the date on which the representation or warranty was made.
(h) Any of the Loan Documents, at any time after their respective execution and delivery and for any reason, cease to be in full force or are declared null and void, or the validity or enforceability is contested by the Borrower or any stockholder or partner of the Borrower, or the Borrower denies that it has any or further liability or obligation under any of the Loan Documents to which it is a party.
If one or more Event of Default occurs and is continuing, then the Beneficiary may declare all the Indebtedness to be due and the Indebtedness will become due without any further presentment, demand, protest, or notice of any kind, and the Beneficiary may:
(i) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Borrower, or the existence of waste, enter on and take possession of the Property or any party of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the Indebtedness, all in any order that the Beneficiary many determine.
The entering on and taking possession of the Property, the collection of rents, issues, and profits, and the application of them will not cure or waive any default or notice of default or invalidate any act done pursuant to the notice;
(ii) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property; (iii) deliver to the Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice the Trustee or the Beneficiary will cause to be filed for record;
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(iv) with respect to any Personalty, proceed as to both the real and personal property in accordance with the Beneficiary’s rights and remedies in respect of the Land, or proceed to sell the Personalty separately and without regard to the Land in accordance with the Beneficiary’s rights and remedies; or
(v) exercise any of these remedies in combination or any other remedy at law or in equity.
23. Protection of Security. If an Event of Default occurs and is continuing, the Beneficiary or Trustee, without notice to or demand upon the Borrower, and without releasing the Borrower from any obligations or defaults may:
(a) enter on the Property in any manner and to any extent that either deems necessary to protect the security of this Deed of Trust; (b) appear in and defend any action or proceeding purporting to affect, in any manner, the Obligations or the Indebtedness, the security of this Deed of Trust, or the rights or powers of Beneficiary or Trustee;
(c) pay, purchase, or compromise any encumbrance, charge, or lien that in the judgment of Beneficiary or Trustee is prior or 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:
The Park Partners LLC, a California limited liability company
By: ___________________________
Mehmet Noyan
Co-Managing Member
(Attach notary certificate of acknowledgment)
By: ___________________________
Jeff Isenstadt
Co-Managing Member
(Attach notary certificate of acknowledgment)
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EXHIBIT “A”
Legal Description
To Deed of Trust
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
APN: 468-282-23T
LOT 10 AND NORTHWEST 8 1/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN OF
FRESNO, IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 12 AND 13 AND THE SOUTHEASTERLY 16-2/3 FEET OF LOT 11 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
LOTS 14,15 AND 16 IN BLOCK OF THE TOWN OF FRESNO, IN THE CITY OF THE
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY RECORDS.
CONTAINS AN AREA OF 26,250 SQUARE FEET, MORE OR LESS
APN 468-282-22T:
PARCEL B OF PARCEL MAP 70-52 AS PER MAP RECORDED OCTOBER 14, 1970 IN BOOK 2 OF PARCEL MAPS AT PAGE 30, FRESNO COUNTY RECORDS
APN 468-282-05T:
LOT 9 IN BLOCK 74 OF THE TOWN (NOW CITY) OF FRESNO, IN THE CITY OF
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 1 PAGE 2 OF PLATS, FRESNO COUNTY
RECORDS.
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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 made.