Glendale City Council
January 11, 2022

(f) If Tenant fails or refuses to procure or maintain insurance as required by this Agreement, Landlord will have the right, at Landlord’s election, and upon ten (10) days prior notice to Tenant, to procure and maintain such insurance. The premiums paid by Landlord will be treated as a loan, due from Tenant , to be paid on the first day of the month following the date on which the premiums were paid. Landlord will give promp t notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).

Section 1502 Disposition of Insurance Proceeds
(a) Subject to the provisions of subsection (b) below, proceeds of insurance with respect to loss or damage to the Improvements to be maintained and repaired by Tenant during the Lease Term will be payable, under the provisions of the policy of insurance, to Tenant, or, if such loss or damage involves the need for Tenant to obtain any governmental approvals or permits, jointly to Tenant and Landlord, and said proceeds will constitute a trust fund to be used for the repair, restoration or reconstruction of the Improvements in accordance with plans and specifications approved in writing by Landlord.
(b) Notwithstanding the foregoing paragraph, within the period during which there is an outstanding Permitted Leasehold Mortgage on all or part of the Property and Improvements, distribution of said proceeds will be subject to the prior rights of such Permitte d Leasehold Mortgagees.
(c) If this Lease is terminated by mutual a greement of Landlord and Tenant and the Improvements are not repaired, restored or reconstructed, the insurance proceeds will be applied first to payments due under this Lease from Tenant to Landlord, second to restore the Property to a neat and clean condition, and finally any excess will be paid to Tenant. Provided, however, that within any period when there is a Permitted Leasehold Mortgage in effect, such proceeds will be applied first to discharge the debt secured by such mortgage and then for the purposes and in the order set forth above in this paragraph.
(d) Tenant hereby waives any claim against Landlord, the City of Glendale, and their respective members, officers, agents, employees and volunteers, for any loss covered by insurance of the type specified in Section 1501; and Tenant will obtain from its insurance company or companies a waiver of any right of subrogation that it may otherwise have against Landlord or the City.

ARTICLE XVI DEFENSE, INDEMNIFICATION AND HOLD HARMLESS Tenant hereby agrees , to the fullest extent of the law, to defend, indemnify and hold harmless Landlord, the City of Glendale, and their respective members, officers, agents, employees and volunteers (hereinafter collectively referred to as “Indemnitees ”) from and against any and all loss, damage, cost, expens e, liability, claims, demands, suits, reasonable attorneys’ fees and judgments arising directly or indirectly from or in any manner connected to Tenant’s possession, occupancy or use of the Property or arising from or in any manner connected to Tenant’s business, 349 of 422
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activities, operations, services or work conducted in, on or about the Property regardless of any active or passive negligence by any or all Indemnitees, except as otherwise stated herein.

Tenant further agrees to indemnify, defend and hold harmless Indemnitees from and against all loss, damage, costs, expense, liability, claims, demands, suits, reasonable attorneys’ fees and judgments arising from or in any manner connected to the furnishing or supplying of any work, services, materials, equipment or supplies to Tenant or on Tenant’s behalf by any persons, firms, corporations or other entities in, on or about the Property.

Without limiting the generality of the foregoing, Tenant agrees that Indemnitees will not be liable for any injury to Tenant’s business or any loss of income therefrom, or for damage to the goods, wares, merchandise, improvements or other property of Tenant, or to Tenant’s officers, agents, employees, invitees, customers, contractors, or any other person in, on or about the Property or for damages to any of Tenant’s officers, agents, employees, invitees, customers or contractors.

Indemnitees will be entitled to recovery of attorney’s fees incurred as a result of Tenant’s failure to provide the defense and indemnity required by this Article XVI. This Article XVI will survive the expiration or termination of this Lease.

ARTICLE XVII EMINENT DOMAIN
Section 1701 Tenant to Give Notice
In case of a taking of all or any part of the Property and Improvements through the exercise of the power of eminent domain (“ Taking”), or the commencement of any proceedings or negotiations which might result in such Taking, Tenant will promptly give written notice thereof to Landlord, generally describing the nature and extent of such Taking or the nature of such proceedings or negotiations, and the nature and extent of the Taking which might result therefrom, as the case may be.

Section 1702 Total Taking
In case of a Taking of the entire Property and Improvements, or in case of the taking of only a part of the Property and Improvements, leaving the remainder of the Property and Improvements in such location, or in such form, shape or reduced size as to render the same not effectively and practicably usable for the conduct thereon of the uses permitted hereunder, this Lease will terminate as of the date title vests in the condemning authority or the date the condemning authority is entitled to possession, whichever first occurs (the “Date of Taking”). A Taking of the Property and Improvements of the character referred to in this Section that results in the termination of this Lease is referred to herein as a “Total Taking.” Section 1703 Partial Taking
In case of a Taking of the Property and Improvements other than a Total Taking (a “Partial Taking”), (i) this Lease will remain in full force and effect as to the portion of the Property and Improvements remaining immediately after such Partial Taking, without any abatement or 350 of 422
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reduction of any sum payable hereunder, and (ii) Tenant, to the extent the awards or payments, if any, on account of such Partial Taking will be sufficient for the purpose, at its expense, but first subject to Section 1704 (a), will within a reasonable period of time commence and complete, or cause to be commenced and completed, Restoration of the Property and Improvements as nearly as possible to its value, condition, and character immediately prior to such Partial Taking, with such alterations and additions as may be made at Tenant’s election pursuant to and subject to the terms of Section 701, except for any reduction in area caused thereby; provided, however, that in case of a Partial Taking for temporary use Tenant will not be required to effect Restoration until such Partial Taking is terminated.

Section 1704 Application of Awards and Other Payments
Awards and other payments on account of a Taking, less costs, fees and expenses incurred in the collection thereof (“Net Awards and Payments”) will be applied as follows:
(a) In case of a Taking other than a Total Taking or a Taking for temporary use, Tenant will furnish to Landlord and Permitted Leasehold Mortgagees evidence satisfactory to Landlord and such mortgagees of the total cost of the Restoration required by Section 1703. (b) Net Awards and Payments received on account of a Taking other than a Total Taking or a Taking for temporary use will be held and applied as provided with respect to proceeds of insurance in Section 1502. The balance, if any, will be paid to Tenant and Landlord as their respective interests may appear in the Property and the Improvements. (c) Net Awards and Payments received on account of a Total Taking will be allocated as follows:

First
: There will be paid to each Permitted Leasehold Mortgagee, in the order of its priority, an amount equal to the sum of any unpaid principal amount of the indebtedness secured by the Permitted Leasehold Mortgage, and any interest accrued thereon, all as of the date on which such payment is made; provided, however, that each such Permitted Leasehold Mortgagee will only be paid to the extent of its security in the applicable portion which is the subject of the Taking.

Second: To Tenant and Landlord , as their respective interests may appear in the Property and the Improvements; provided, that payment s to Permitted Leasehold Mortgagees or pursuant to the preceding paragraph will be charged against Tenant’s interest.

ARTICLE XVIII COMPLIANCE WITH ALL LAWS
Tenant will conduct its operations in compliance with all applicable state or federal laws, and with all ordinances, rules and regulations, in effect or hereinafter adopted by the City of Glendale, the County of Los Angeles, the State of California and the United States.

ARTICLE XIX PERMITS AND LICENSES
Tenant will, at its sole cost and expense, obtain and maintain during the Term of this Lease, all appropriat e licenses, permits and certificates that may be required in connection with the 351 of 422
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construction of the Improvements, and the operation of the Project , and the provision of services hereunder.

ARTICLE XX PRODUCTION OF REPORTS, RECORDS AND STATEMENTS Tenant will maintain such records as are reasonably required by Landlord to verify compliance with the terms of this Lease, the AHA, the Agreement Containing Covenants, and the HOME Regulatory Agreement . Tenant will, within ten (10) business days of their receipt or completion, submit copies to Landlord of all annual budgets, financial statements, audits and all other reports, records and statements that pertain to or are in any manner connected with the Property. The records, reports, statements and other documents of Tenant that pertain to or are in any manner connected with the Property will be available for inspection and copying by Landlord during normal business hours, but will be kept confidential by Landlord and will not be disclosed to any other person without Tenant’s prior written approval, except as may be otherwise required by law. Tenant will pay to Landlord the required fees in connection with affordability monitoring and reporting.

ARTICLE XXI NONDISCRIMINATION
Tenant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof or interest therein, there will be no discrimination against or segregation of any person, or group of persons, on account of sex, sexual orientation, marital status, race, color, creed, religion, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor will Tenant, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property. All deeds, leases or contracts will contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:

1. In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor will the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees , subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants will run with the land.”
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older 352 of 422
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persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph.

2. In leases: “The Tenant herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

That there will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor will the Tenant himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.” Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code will also apply to the preceding paragraph.

3. In contracts: There will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor will the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees , sublessees, subtenants, or vendees of the land.”
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ARTICLE XXII LEASEHOLD MORTGAGES
Section 2201 Leasehold Mortgages
Other than Permitted Leasehold Mortgages, Tenant may not grant a Leasehold Mortgage without Landlord’s prior written consent.

Section 2202 No Subordination
Landlord’s reversionary fee interest in the Property and Landlord’s rights and interests, as lessor, in the Property and this Lease, including without limitation Landlord’s right to receive payments and reimbursements from Tenant, will not be subordinated to the rights of the holder of any lien, mortgage or security interest (including without limitation, the rights of any Leasehold Mortgagees) granted by Tenant.

Section 2203 Notice to Landlord
Tenant will require each Permitted Leasehold Mortgagee to give Landlord the right to receive notices of an event of default by Tenant under the applicable Leasehold Mortgage and the right to cure such default in the same period of time as is given to Tenant thereunder plus an additional ten (10) business days with respect to those defaults that are curable; provided that during such ten business day period, the Permitted Leasehold Mortgagee will have the right to commence, but not complete its remedies on account of such default. If and to the extent Tenant fails to cure such default, and Landlord exercises its right to cure the same, Tenant will reimburse Landlord for al l of Landlord’s reasonable costs and expenses, including without limitation reasonable attorneys’ fees. Landlord may record in the Official Records of Los Angeles County a request for notice of default.

Section 2204 Notice to Permitted Leasehold Mortgagee
Landlord will mail to each Permitted Leasehold M ortgagee a duplicate copy of notices Landlord may from time to time give to or serve on Tenant , pursuant to or relating to this Lease.

Tenant will at all times keep Landlord informed in writing of the name and mailing ad dress of such Permitted Leasehold Mortgagee s and any changes in such m ortgagee’s mailing address.

Notices or other communications permitted by this or any other Section of this Lease , or by law, to be served on or given to Permitted Leasehold Mortgagees by Landlord, will be deemed duly served on or given to mortgagees by deposit in the United States mail, certified, return receipt requested or by overnight courier, return receipt, addressed to such mortgagees at the last mailing address furnished in writing to Landlord by Tenant or by such mortgagee. The date of notice will be the date marked on the return receipt.

Section 2205 Permitted Leasehold Mortgagee’s Rights
Permitted Leasehold Mortgagees will have the right, but not the obligation, without further consent of Landlord, at any time during the Term of this Lease to:
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(a) Do any act or thing required of Tenant under this Lease, and such act or thing done and performed by a Permitted Leasehold Mortgagee will be as effective to prevent a forfeiture or loss of Tenant’s rights under this Lease as if done by Tenant itself; (b) Do any act or thing required of Tenant, and enforce the obligations of Tenant, under any regulatory agreement recorded against Tenant’s leasehold estate in connection with the Permitted Leasehold Mortgage;
(c) Transfer, convey or assign the right, title and interest of Tenant in and to the leasehold estate created by this Lease to a purchaser at a foreclosure sale, whether the foreclosure is conducted pursuant to court order or pursuant to a power of sale contained in a Permitted Leasehold Mortgage; and
(d) Acquire and succeed to the right, title and interest of Tenant under this Lease by virtue of a foreclosure proceeding, whether the foreclosure is conducted pursuant to a court order or pursuant to a power of sale contained in a Permitted Leasehold Mortgage, or by virtue of a transfer in lieu of foreclosure (“Foreclosure”) and, following such Foreclosure, transfer, convey or assign the right, title and interest of Tenant in and to the leasehold est ate granted by this Lease to a third party.

Section 2206 Obligations of Permitted Leasehold Mortgagee Upon Acquisition of Leasehold Estate
If the holder of a Permitted Leasehold Mortgage, or another party through a Foreclosure, acquires the leasehold estate created hereunder or otherwise acquires possession of the Property and Improvements pursuant to available legal remedies, Landlord will look to such holder to perform the obligations of Tenant hereunder from and after the dat e of Foreclosure or possession and will not hold such holder responsible for the past actions or inactions of Tenant.

Notwithstanding the foregoing, (i) on and after the date of such F oreclosure or possession, such holder will be required to perform and a bide by each and every obligation of Tenant under this Lease; and (ii) on and after the date of such Foreclosure or possession, Landlord will have the right to enforce each and every provision of this Lease against such holder. Nothing herein is intended or will be construed to limit or restrict Landlord’s rights and remedies against Tenant, provided that Landlord’s pursuit of such remedies will not affect the rights of Permitted Leasehold Mortgagee to the use, enjoyment or operation of the Property and Improvements.

Section 2207 No Modification or Termination of Lease Without Permitted Leasehold Mortgagee’s Consent
Tenant and Landlord hereby express ly stipulate and agree , except for the California Tax Credit Allocation Committee Lease Rider and Estoppel Agreement (Tax Credits) (“TCAC Rider”)to be entered into in association with the recording of the Regulatory Agreement between Tenant and the California Tax Credit Allocation Committee (the “TCAC”), that they will not modify this Lease in any way nor cancel or terminate this Lease by mutual agreement , nor will Tenant surrender its interest in this Lease, without the prior written consent of Permitted Leasehold Mortgagees and Tenant’s Investor Limited Partner. Tenant and Landlord further agree that each 355 of 422
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will not take advantage of any provisions of the United States Bankruptcy Code that would result in a termination of this Lease or make it unenforceable. At the time required by TCAC, Tenant and Landlord agree to execute and record against the Premises in the official records of the County of Los Angeles a lease rider in the form required by TCAC with such revisions to the lease rider requested by Landlord and agreed to by TCAC.

Section 2208 Right of Permitted Leasehold Mortgagee to Cure Default Before Landlord may terminate this Le ase because of a default under or breach of this Lease by Tenant, Landlord must ( i) give written notice of the default or breach (the “ Initial Default Notice”), and (ii) give written notice of the failure of Tenant to cure the default or breach (the “Second Default Notice”) , to Permitted Leasehold Mortgagee concurrently with the transmittal of such notices to Tenant , and afford the Permitted Leasehold Mortgagee the opportunity to:
(a) Cure the breach or default (including payment of all accrued and delinquent Rent) at any time prior to the sixtieth ( 60th) day after service on Leasehold Mortgagee of the Second Default Notice, where the default can be cured by the payment of money to Landlord or another person;
(b) Cure the breach or default within ninety (90) days after service on Leasehold Mortgagee of the Second Default Notice, where the breach or default must be cured by something other than the payment of money and can reasonably be cured within that time; or (c) Cure the breach or default in such reasonable time as may be required where something other than the payment of money is required to cure the breach or default and cannot be reasonably cured within ninety (90) days after service on Leasehold Mortgagee of the Second Default Notice, provided that acts to cure the breach or default are commenced within that time period after service of the Second Default Notice on Leasehold Mortgagee by Landlord and are thereafter diligently continued by Leasehold Mortgagee.

If, to complete the cure of the default or breach, a Permitted Leasehold Mortgagee requires access to the Property and Project , the foregoing cure period will not commence until such Leasehold Mortgagee obtains possession of the property, provided that such Leasehold Mortgagee diligently seeks to obtain such possession by a foreclosure action or otherwise and diligently pursues such action all within the time periods set forth in Section 2302 below, or such longer period approved by Landlord. If a Permitted Leasehold Mortgagee completes the cure of the default or breach in a timely and proper manner, Landlord will accept the cure as fulfilling the terms of this Lease.

Section 2209 Foreclosure in Lieu of Curing Default
Notwithstanding any other provision of this Lease, a Permitted Leasehold Mortgagee may forestall termination of this Lease by Landlord for a default under or breach of this Lease by Tenant, by commencing proceedings to foreclose its Permitted Leasehold Mortgage, whether the foreclosure is conducted pursuant to a court order or pursuant to a power of sale contained in a Permitted Leasehold Mortgage, or by virtue of a transfer in lieu of for eclosure. Commencement 356 of 422
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of the foreclosure will not, however, forestall termination of this Lease by Landlord for the default or breach by Tenant unless:
(a) It occurs within sixty (60) days after service on Permitted Leasehold Mortgagee of the Second Default Notice or such longer period as approved by Landlord; (b) It is diligently pursued; and
(c) Permitted Leasehold Mortgagee keeps and performs all of the terms, covenants and conditions of this Lease which it is capable of performing (including the payment of Rent, including past due Rent, under this Lease) requiring the payment or expenditure of money by Tenant, accruing after commencement of the f oreclosure, until the f oreclosure is complete or is discharged by redemption, satisfaction, payment or conveyance of the leasehold estate to Permitted Leasehold Mortgagee.

Section 2210 Assignment of Lease Upon Foreclosure
Provided that a Permitted Leasehold Mortgagee gives written notice of transfer to Landlord setting forth the name and address of the transferee as well as the effective date of the transfer, the written consent of Landlord will not be required for transfer of Tenant’s right, title and interest under this Lease to:
(a) a purchase r, which may include the Permitted Leasehold Mortga gee, at a foreclosure sale of the Leasehold Mortgage, whether the foreclosure is conducted pursuant to court order or pursuant to a power of sale in the instrument creating the Leasehold Mortgage; or (b) a purchaser from the Permitted Leasehold Mortgagee after foreclosure, where the Permitted Leasehold Mortgagee was the purchaser of Tenant’s interest at the foreclosure sale of the Leasehold Mortgage or acquired Tenant’s interest by transfer in lieu of foreclosure. The purchase from the Permitted Leasehold Mortgagee will be subject to all the terms and conditions of this Lease. The Permitted Leasehold Mortgagee, the purchaser at a foreclosure sale, or the purchaser from the Permitted Leasehold Mortgagee will be subject to all the terms and conditions of this Lease except that (i) the time for performance of any unperformed acts required by Article VI of this Lease will be extended for a period equal to the delay in performance of the act caused by Tenant’s inability or failure to perform the act and the time required to transfer the Lease to the purchaser at a foreclosure sale and/or to the purchaser from Permitted Leasehold Mortgagee, (ii) the performance of acts required by this Lease that have already been performed and purchaser’s liability for acts or inactions of the original Tenant will be excused; provided, however, that on and after the date of such possession, (1) the purchaser will be obligated to bring the management and maintenance of the Project into compliance with the Agreement Containing Covenants and the HOME Regulatory Agreement; and (2) Landlord will have the right to enforce each and every provision of this Lease against such purchaser with respect to matters arising or continuing after such date of possession, and (iii) Permitted Leasehold Mortgagee will be able to absolutely assign or transfer this Lease regardless of the date of the assignment and any purchaser, assignee or transferee of this Lease from Permitted Leasehold Mortgagee will be able to assign this Lease without the approval or consent of Landlord regardless of the date of the assignment. 357 of 422
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(c) No Permitted Leasehold Mortgagee shall be responsible for any liability, costs or expenses which occur or accrue under this L ease after such Permitted Leasehold M ortgagee transfers its interest in this Lease.

Section 2211 New Lease to Permitted Leasehold Mortgagee Notwithstanding any other provision of this Lease, if this Lease terminates for any reason, including without limitation, the insolvency or bankruptcy of Tenant , then Landlord will, within thirty (30) days after the request set forth in Subsection (a) below is received, execute and deliver a new Lease for the Property and Project to the Permitted Leasehold Mortgagee, provided:
(a) A written request for the new Lease is served on Landlord by Permitted Leasehold Mortgagee within sixty (60) days after service on Permitted Leasehold Mortgagee of notice that the Lease has terminated; and, Landlord agrees to give Permitted Leasehold Mortgagee notice of such termination.
(b) The new Lease (i) is for a term ending on the same date the term of this Lease would have ended had not this Lease been terminated, and ( ii) contains the same covenants, conditions and provisions as are contained in this Lease, except that the Permitted Leasehold Mortgagee will be able to absolutely assign or transfer the new Lease regardless of the date of the assignment and a purchaser, assignee or transferee of the Lease from Permitted Leasehold Mortgagee will be able to assign or transfer the Lease without the approval or consent of Landlord regardless of the date of the assignment.
(c) After termination of the Lease but before the expiration of the period within which Permitted Leasehold Mortgagee has to request and receive a new Lease, Landlord will not terminate existing subleases under which sublessee is not in default, or enter into new subleases for the Property or Project , and Landlord will account to Permitted Leasehold Mortgagee for all subtenant rents during such period.
(d) The new Lease will be subject to all existing subleases under which each such subtenant is not in default and will be assignable by Permitted Leasehold Mortgagee without further approval or consent by Landlord provided the conditions of this Section are satisfied. (e) The new Lease will:
(i) Extend the time for performance of unperformed acts required by Article VI of this Lease for a period equal to the delay in performance of the act caused by Tenant’s inability or failure to perform the act, and the time required to terminate this Lease, execute a new Lease to Permitted Leasehold Mortgagee , and Permitted Leasehold Mortgagee’s timely assignment of such new Lease; and
(ii) Excuse the performance of an act required by Article VI of this Lease that has alread y been performed and excuse the new Tenant from acts or inactions of the original Tenant; provided, however, that on and after the date of such possession, (i) the new Tenant will 358 of 422
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be obligated to bring the management and maintenance of the Project into com pliance with the Agreement Containing Covenants and the HOME Regulatory Agreement ; and (ii) Landlord will have the right to enforce each and every provision of the new Lease with respect to matters arising or continuing after the date of the new Lease, including but not limited to Article VI , against the new Tenant; and provided further, that Permitted Leasehold Mortgagee and its assignee as Tenant under the new Lease, will be liable for removal or bonding of all mechanic’s liens, stop notices, materialmen’s liens, or any liens for goods, labor, material, services or work manufactured for, delivered to, or performed on, the Property.
(iii) The new Lease and the Permitted Leasehold Mortgage will have the same priority as the original Lease and the Permitted Leasehold Mortgage on the original Lease, and intervening liens will not have priority over the new Lease or Permitted Leasehold Mortgage. (iv) Permitted Leasehold Mortgagee, on execution of the new Lease, will pay to Landlord all of Landlord’s reasonable costs and expenses, including reasonable attorney’s fees and court costs incurred in terminating this Lease, recovering possession of the Property and Project from Tenant, and preparing the new Lease.

Section 2212 No Merger of Estates
During the existe nce of any Permitted Leasehold Mortgage, if the same person or entity holds the leasehold estate created by this Lease and Landlord’s reversionary interest or fee interest in the Property, such estates will remain separate and there will be no merger without the consent of each Permitted Leasehold Mortgagee.

Section 2213 Amendments for Benefit of Permitted Leasehold Mortgagee Landlord and Tenant will cooperate in including in this Lease, by suitable amendment from time to time, provisions which may reasonably be requested by a Permitted Leasehold Mortgagee or proposed Permitted Leasehold Mortgagee for the purpose of implementing the mortgagee - protection provisions contained in this Article and allowing such Permitted Leasehold Mortgagee reasonable means to protect or preserve its Permitted Leasehold Mortgage on the occurrence of a default under the terms of this Lease; provided, however, that such amendment will not have a material adverse effect on Landlord’s rights or obligations under this Lease. Landlord and Tenant each agree to execute and deliver (and to acknowledge, if neces sary for recording purposes) any agreement necessary to effect such amendment.

Section 2214 Restriction on Landlord’s Right to Encumber its Interest Landlord will not mortgage, hypothecate, pledge or encumber its interest in the Property or any part thereof without the prior written consent of the holder of a Senior Leasehold Mortgage, unless there is an express recognition of Tenant’s rights under this Lease and subordination of the new lender’s lien on Landlord’s interest in the Property to this Lease, which subordination will be in a form acceptable to Tenant and the holder of such Senior Leasehold Mortgage. 359 of 422
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Section 2215 Restriction on Subordination of Tenant’s Interest Any subordination or attempted subordination of this Lease by Tenant to a mortgage, deed of trust, encumbrance or other security interest in Landlord’s interest in the Property or any part thereof will be void ab initio and will have no force or effect unless first agreed to in writing by the holder of a Senior Leasehold Mortgage.

Section 2216 Multiple Leasehold Mortgages
Where there is a right herein to be exercised by a Permitted Leasehold Mortgagee and there exists more than one Permitted Leasehold Mortgage, the right may be exercised in the order of priority of each Permitted Leasehold Mortgage.

ARTICLE XXIII EVENTS OF DEFAULT
The occurrence of one or more of the events described below will constitute a material default and a breach of this Lease, entitling Landlord to terminate this Lease prior to the expiration of the Term.

Section 2301 Events of Default
The following will constitute an “Event of Default” by Tenant:
(a) Subject to Force Majeure Delays and other provisions of this Lease that may modify the provisions hereof, failure by Tenant to commence or to complete construction of the Improvements according to the scheduled time periods set forth in the Schedule of Performance, and in accordance with the drawings delivered to Landlord and the Scope of Development. (b) After Tenant commences construction of the Improvements on the Property, Tenant’s abandonment of the Project for a period of thirty (30) days or more. (c) Tenant’s failure to p erform or to comply with the covenants , conditions and obligations set forth in this Lease and such failure is not cured within the time provided for herein. (d) Except as expressly permitted in this Lease, an attempted Transfer, without the prior written consent of Landlord.
(e) The sale of Tenant’s interest in the Property or any portion thereof, under attachment, execution or similar legal process; or Tenant is adjudicated as bankrupt or insolvent, or an order for relief is entered against Tenant under Federal Bankruptcy Code , a nd such adjudication or order is not vacated within ten (10) days. (f) The commencement of a case under any chapter of the Federal Bankruptcy Code, by or against Tenant or any guarantor of Tenant’s obligations hereunder, or the filing of a voluntary or involuntary petition proposing the adjudication of Tenant or any guarantor of Tenant’s obligations hereunder as bankrupt or insolvent, unless the same is dismissed within ninety (90) days.
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(g) The appointment of a receiver or trustee for the business or property of T enant (except by a Permitted Leasehold Mortgagee) or any guarantor of Tenant’s obligations hereunder, unless such appointment is vacated within ten (10) days of its entry. (h) The discovery by Landlord that any financial statement or other material financial information delivered by Tenant to Landlord is materially false as of the date delivered. (i) The occurrence of any other event described as constituting an “Event of Default” elsewhere in this Lease that is not cured within the time provided for herein.

Section 2302 Procedures for Declaring an Event of Default (a) Landlord will give written notice of default to Tenant, specifying the default complained of. Failure or delay in giving such notice will not constitute waiver of a default, nor will it change the time of default. Except as otherwise expres sly provided in this Lease, failures or delays by Landlord in asserting any of its rights and remedies as to a default will not operate as waiver of the default or of such rights or remedies. Dela ys by Landlord in asserting any of its rights and remedies will not deprive Landlord of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies. (b) If a monetary event of default occurs, prior to exerci sing its remedies hereunder, Landlord will give Tenant and the Investor Limi ted Partner concurrent written notice of such default. Tenant will have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by the Landlord under this Lease. In no event will Landlord be precluded from exercising remedies if its security becomes or is about to become materially impaired by a failure to cure a default or the default is not cured within ten (10) calendar days after the notice of default is received or deemed received. (c) If a non- monetary event of default occurs, prior to exercising its remedies hereunder, Landlord will give Tenant written notice of such default. If the de fault is reasonably capable of being cured within thirty (30) days, Tenant will have such period to effect a cure prior to exercise of remedies by Landlord. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Tenant (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Tenant will have such additional time as is reasonably necessary to cure the default prior to Landlord’s exercise of its remedies. If Tenant fails to take corrective action or cure the default within a reasonable time, Landlord will give Tenant and, as provided in paragraph (d), below, the Investor Limited Partner, notice thereof, whereupon the Investor Limited Partner may remove and replace the general p artner with a substitute general partner, who will effect a cure within a reasonable time thereafter, in accordance with the foregoing provisions. Landlord agrees to accept cures tendered by the Investor Limited Partner within the cure periods provided in this Lease or within the time periods provided in Civil Code Section 2924c, whichever is longer. Additionally, if the Investor Limited Partner is precluded from curing a non- monetary default due to its inability to remove the general p artner as a result of a bankruptcy, injunction, or similar proceeding by or against Tenant or its general partner, Landlord agrees to forbear from terminating this Lease during 361 of 422
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the period during which the Investor Limited Partner is so precluded from acting, not to exceed ninety (90) days, provided such limited partner is otherwise in compliance with the foregoing provisions. In no event will Landlord be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the first notice of default is given. (d) Landlord will send the Investor Limited Partner a copy of all notices of default and all other notices that Landlord sends to Tenant, at the address for the Investor Limited Partner provided in Article XXVI .

ARTICLE XXIV REMEDIES
Upon, or at any time after , the declaration of an Event of Default (following all applicable notice and cure periods) , and if permitted hereunder, the following remedies describe d in this Article XXIV will apply.

Section 2401 Right of Termination
Landlord will have the right to terminate this Lease and Tenant’s right to possession of the Property by giving notice of such termination to Tenant. Upon the date of the giving of such notice (or, if such notice specifies a later date for such termination, then upon such later date), this Lease and Tenant’s right to possession hereunder and all of Tenant’s right, title and interest hereunder , in and to the Property and Improvements , will expire and terminate on such date. Landlord will be entitled to recover from Tenant all damages proximately caused by such default. In the event of termination of this Lease, Landlord will have the option of assuming the exi sting master tenancies and sub-tenancies, if any.

Section 2402 Transfer of Interest Upon Termination
If Landlord terminates this Lease as provided above, all of the right, title, estate and interest of Tenant in and to the following will automatically pass to, and vest in, and belong to Landlord, without further action on the part of either party: (i) the Property including, without limitation, the land, the Improvements , and any alterations thereto; (ii) all unaccrued rents, income, receipts, revenues, issues, and profits issuing from the Property or any part thereof; and (iii) all insurance policies and all proceeds thereof. Although not required to effectuate the automatic termination of Tenant’s interest in the Property, Tenant agrees that upon Landlord’s termination of this Lease, Tenant will execute appropriate documents , including a quitclaim deed, and perform any act reasonably necessary, to evidence the termination of its interest in the Property.

Section 2403 Damages
Subject to the limited recourse provisions of Section 2406, if either party defaults with regard to any of the provisions of this Lease, subject to the notice and cure provisions of Section 2302, the defaulting party will be liable to the non- defaulting party for damages caused by such default, and the non-defaulting party may, after such notice and opportunity to cure (but not before) commence an action for damages against the defaulting party with respect to such default. 362 of 422
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Section 2404 Specific Performance
If either party defaults with regard to any of the provisions of this Lease, subject to the notice and cure provisions of Section 2302, the non-defaulting party, at its option, may, after such notice and opportunity to cure (but not before) commence an action for specific performance of the terms of this Lease pertaining to such default.

Section 2405 Cumulative Remedies
Landlord will have the right to pursue , in addition to the remedies expressly enumerated herein, any remedy now or hereafter available under state or federal laws, including a proceeding to compel specific performance by Tenant. No remedy or election by either party hereunder will be deemed exclusive, but will, wherever possible, be cumulative with all other remedies available at law or in equity.

Section 2406 Limited Recourse
Each obligation of Tenant under this Lease is a nonrecourse obligation of Tenant and its partners. Neither Tenant nor any of its general or limited partners, nor any other party, will have any personal liability for payment of obligations to Landlord.

Notwithstanding the foregoing, Landlord may recover directly from Tenant or any other party:
(a) damages, costs and expenses incurred by Landlord as a result of fraud or a criminal act or acts of Tenant or any partner, shareholder, officer, director or employee of Tenant, or of any member or general or limited partner of Tenant, or of any member or general or limited partner of such member or general or limited partner;
(b) damages, costs and expenses incurred by Landlord as a result of any misappropriation of funds provided for the construction of the Improvements, rents and revenues from the operation of the Improvements or proceeds of insurance policies or condemnation proceeds;
(c) all amounts owing by Tenant pursuant to the indemnification regarding Hazardous Substances given in this Lease, and
(d) all court costs and attorneys’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Landlord will pay Tenant’s reasonable court costs and attorneys’ fees if Tenant is the prevailing party in any such e nforcement or collection action).

ARTICLE XXV INTEREST ON PAST DUE OBLIGATIONS
Except as expressly provided herein, amounts due to either party, not paid when due, after the expiration of the permitted period to cure hereunder , will bear interest at the maximum rate then allowable by law, from the due date. Payment of such interest will not excuse or cure a default under this Lease.
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ARTICLE XXVI NOTICES
All notices, demands, and requests for approval to be given under this Lease will be given in writing , and will be deemed served when delivered personally , or will be deemed served seventy-two (72) hours after the deposit thereof in the United States mail, postage prepaid, registered mail, addressed as hereinafter provided.

To Landlord: HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
Facsimile: 818-548-3724

With a copy to: KANE, BALLMER & BERKMAN
515 S. Figueroa St., Suite 780
Los Angeles, California 90071-3301
Attention: Susan Apy

To Tenant: 900 E BROADWAY, L.P.
c/o Meta Housing Corporation
1150 W. Olympic Blvd., Suite 620
Los Angeles, California 90064
Attention: President

With a copy to Investor Limited Partner:

Bank of America, N.A.

MA1-225-02-02
225 Franklin Street
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MA1-225-02-02
225 Franklin Street
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
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And:

Buchalter, a Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.

Facsimile: (213) 630-5799
Matter No: B0965-0629

With a copy to Construction Lender:

US Bank National Association
633 West 5
th Street, 24th Floor
Los Angeles, CA 90071
Attn: Global Corporate Trust Services

And

Bank of America, N.A.

Mailcode: CA4-704-06-06
2000 Clayton Road, 6
th Floor
Concord, CA 94520
Attention: Loan Administration Manager

And:

Buchalter, a Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.

Facsimile: (213) 630-5799
Matter No: B0965-0630

With a copy to
Permanent Lender:

Citibank, N.A.
388 Greenwich Street, 8
th Floor
New York, New York 10013
Attention: General Counsel’s Office
Deal ID # 60001238
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ARTICLE XXVII ESTOPPEL CERTIFICATE
Each party to this Lease will, at any time, and upon not less than ten (10) days prior written notice from the other party, execute, acknowledge and deliver to the requesting party a statement in writing: (1) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification , and certifying that this Lease, as so modified, is in full force and effect); and (2) acknowledging that there are not, to such party’s knowledge, any uncured defaults hereunder, or specifying such defaults, if any, as are claimed. Any such statement may be conclusively relied upon by a prospective purchaser or encumbrancer of the Property.

ARTICLE XXVIII SURRENDER
Section 2801 Surrender
Tenant will, on the last day of the Lease Term or upon any earlier termination of this Lease, peaceably and quietly surrender and yield immediate possession of the entire Property, including the Improvements thereon, to Landlord. Tenant will not remove from the Property any appurtenant fixtures attached or used in connection with the operation of the Improvements and necessary for the proper operation thereof. All such fixtures and all operating manuals neces sary for the operation of the Improvements will be surrendered and delivered to Landlord upon expiration or termination of this Lease.

Section 2802 Title to Improvements
The parties agree that upon expiration of the Lease Term, or upon an earlier termination of this Lease, title to and ownership of all Improvements will automatically vest in Landlord without the execution of any further instrument and without any payment by Landlord therefor. Tenant will, at Landlord’s request and without payment therefor, promptly ex ecute, acknowledge and deliver to Landlord a quitclaim deed in recordable form conveying and transferring to Landlord all right, title and interest of Tenant in and to the leasehold interest and the Improvements.

Section 2803 Removal of Personal Property
On the last day of the Lease Term or upon an earlier termination of this Lease, Tenant will remove all of its personal property not required to be surrendered. Personal property not removed by Tenant upon the last day of the Lease Term or upon an earlier termination of this Lease will be deemed abandoned, and may be appropriated, sold, destroyed, or otherwise disposed of by Landlord following ten (10) days prior written notice to Tenant. Tenant will pay to Landlord all reasonable costs and expenses incurred in receiving, storing or disposing of same and for restoring any damage to the Property caused by such personal property or the removal thereof from the Property.

Section 2804 Holdover
If Tenant fails to surrender possession of the Property, or any part thereof, at the expiration of the Lease Term or upon an earlier termination of this Lease, the continuance in possession of Tenant will constitute a “holding over” by Tenant on a month-to-month basis for which Tenant is 366 of 422
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and will be liable to pay rent at fair market value (taking into consideration the Affordability Restrictions, if any remain in place on the Property) as such rent is determined by Landlord in its sole and absolute discretion. A holding over by Tenant after the expiration or earlier termination of this Lease will not constitute a renewal or extension of the Lease Term.

ARTICLE XXIX NO CONFLICT OF INTEREST, WARRANTY
Section 2901 No Conflict of Interest
Each party to this Lease covenants that neither they, nor any of their agents or employees who presently exercise any function or responsibility in connection with this Lease , have or will have, or will acquire, any financial interest which constitutes a conflict of interest under applicable City, state or federal laws, ordinances, rules, and regulations, including the Political Reform Act of 1974 (Government Code Sections 81000 et seq.), as it may be amended from time to time. No member, officer, or employee of either party or the governing body of the loca lity in which the Project is situated, nor any member of the governing body of the locality in which Tenant was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project, during his or her tenure or for two (2) years thereafter, will have any interest, direct or indirect, in this Lease or the proceeds thereof.

Section 2902 Warranty Against Speculation
Tenant hereby represents and warrants that this Lease, the development and construction of the Improvements, and its other undertakings pursuant hereto, are, and will be used for , the purpose of providing affordable housing for low and moderate income households , and not for speculation in land holding. Tenant further recognizes:
(a) The importance of the development of the Project to the general welfare of the community; and
(b) The substantial financing and other public aids that have been made available by law and by Landlord for the purpose of making such development possible; and (c) The fact that a change in ownership or control of Tenant or of a part thereof, or any other act or transaction involving or resulting in a change in ownership, or with respect to the identity of the parties in control of Tenant or the degrees thereof, is for practical purposes a transfer or disposition of the Property and Improvements, except as to Permitted Transfers; and (d) The Property is not to be acquired or used for speculation, but only for development and operation by Tenant in accordance with the terms of the AHA and this Lease.

The qualifications and identity of Tenant, and its principals, are of particular concern to the community and Landlord. Tenant further recognizes that it is because of such qualifications and identity that Landlord is entering into this Lease with Tenant. 367 of 422
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ARTICLE XXX ADDITIONAL PROVISIONS
Section 3001 Time is of the Essence
Except as otherwise specifically provided in this Lease, time is of the essence in connection with each and every provision contained herein.

Section 3002 Waiver
No waiver by either party of any provision hereof will be deemed to be a waiver of any other provision hereof, or of any subsequent breach of the same or any other provision. No party’s consent to, or approval of, any act will be deemed to render unnecessary the obtaining of such party’s consent to or approval of any subsequent act. The acceptance of any payment hereunder will not be a waiver of any preceding breach of any provision hereof, other than the failure to make such payment itself, regardless of such party’s knowledge of the preceding breach at the time of acceptance of such payment.

Section 3003 Costs of Litigation
If legal action is necessary to enforce a provision hereof, or for damages by re ason of an alleged breach of a provision of this Lease, the prevailing party will be entitled to receive from the losing party all costs and expenses , and such amount as the court may adjudge to be reasonable attorneys’ fees for the costs incurred by the prevailing party in such action or proceeding.

Section 3004 Institution of Legal Actions
Subject to the notice and cure provisions of Section 2302 and the limited recourse provisions of Section 2406, in addition to any other rights or remedies (and except as otherwise provided in this Lease), either party may institute legal action to cure, correct or remedy a default, to recover damages for a default, or to obtain any other remedy consistent with the purpose of this Lease. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California.

Section 3005 Applicable Law
The inte rnal laws of the State of California will govern the interpretation and enforcement of this Lease, without reference to the principles governing conflicts of law.

Section 3006 Acceptance of Service of Process
(a) If a legal action is commenced by Tenant against Landlord, service of process on Landlord will be made by personal service upon Landlord’s Executive Director or in such other manner as may be provided by law.
(b) If a legal action is commenced by Landlord against Tenant, service of process on Tenant will be made by personal service upon Tenant (or upon an officer of Tenant) and will be valid whether made within or without the State of California, or in such manner as may be provided by law.
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Section 3007 Relationship of Parties
Nothing contained in this Lease will be deemed or construed to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association between Landlord and Tenant, other than that of landlord and tenant.

Section 3008 Captions for Convenience
The captions herein are for convenience and reference only and are not a part of this Lease, and do not in any way limit, define, or amplify the terms and provisions hereof.

Section 3009 Entire Agreement
This Lease represents the full and complete understanding of every kind or nature whatsoever between the parties hereto , in connection with the lease of the Property , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant will be held to vary the provisions hereof.

Section 3010 Binding Effect
This Lease, and the terms, provisions, promises, covenants, and conditions hereof, will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

Section 3011 Construction
The parties agree that each party and its counsel have reviewed this Lease, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Lease, or any amendments or exhibits hereto.

Section 3012 Tenant’s Payment of Property Taxes
To the extent required by California Health and Safety Code Section 33673, but subject to Tenant’s rights to claim exemptions under California Revenue and Taxation Code Section 214, Tenant will pay real property taxes upon the entire assessed value of the Property and not merely the assessed value of its leasehold interest in the Property.

Section 3013 Recording of this Ground Lease
A Memorandum of Lease, substantially in the form attached to the AHA as Attachment No. 8 will be recorded in the Official Records upon commencement of this Lease.

Section 3014 Severability
If any provision of this Lease is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Lease will not be affected thereby, and will be valid and enforceable to the fullest extent permitted by law. 369 of 422
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Section 3015 Counterparts
This Lease may be executed in several counterparts, each of which is an original, and all of which together constitute but one and the same document.

[Remainder of Page Intentionally Left Blank; Signatures on Following Pages]

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Page S-1

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

“LANDLORD”

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

Dated:_________________, 2021 By:_____________________________ Roubik R. Golanian, P.E.

Interim Executive Director

APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority

By:______________________________
Michael J. Garcia

APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
Special Counsel to the Authority

By: ___________________________

[SIGNATURES CONTINUE ON NEXT PAGE]

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Page S-2

“TENANT”

900 E BROADWAY, L.P.,
a California limited partnership

by: 900 E Broadway, LLC,
a California limited liability company,
its Administrative General Partner

by: Meta Development, LLC,
a California limited liability company,
its Administrative General Partner

Dated: ______________, 2021 By:___________________________ Kasey Burke
Manager

by: WCH Affordable LXIII, LLC,
a California limited liability company,
its Managing General Partner

Dated: _____________, 2021 By:___________________________ Graham Espley-Jones
President

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Exhibit A – Legal Description

EXHIBIT A

LEGAL DESCRIPTION

THAT LAND SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, CITY OF GLENDALE, DESCRIBED AS FOLLOWS:

LOTS 2, 4, 6, 8 AND 10 IN BLOCK 17 OF TO WN OF GLENDALE, IN T HE CITY OF

GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGE 95, ET SEQ., AN D IN BOOK 52 PAGE 8 OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THE NORTH 20 FEET OF LOT 2 CONDEM NED BY THE CITY OF G LENDALE FOR STREET PURPOSES.

APN: 5674-010-900

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Exhibit B – Site Map

EXHIBIT B

SITE MAP

[Immediately Follows This Page]
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1 50277553.1

EASEMENT PURCHASE CONTRACT
This EASEMENT PURCHASE CONTRACT (this “Contract”) is made and entered into as of ______________________ (the “ Effective Date) between 900 E BROADWAY, L.P., a California limited partnership (“Seller”), HARROWER VILLAGE, L.P. , a California limited partnership (“Harrower Village” or “Buyer”), and THE H OUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic (“Housing Authority”). The Parties agree as follows:

RECITALS
A. Seller and Housing Authority have entered into that certain Affordable Housing Agreement dated _______________________, 2022 (the “ AHA”) pursuant to which Seller is developing property located at 900 E. Broadway, Glendale, California (“ Seller’s Site”) with a project consisting of a 127-unit multifamily rental development.

B. Abode Communities, Inc., a California nonprofit public benefit corporation (an affiliate of Harrower Village and referred to herein as “Abode”), and Housing Authority have entered into an Exclusive Negotiation Agreement dated as of May 4, 2021 and a Lease Option dated as of May 4, 2021 with respect to the development of 39 units of affordable senior rental housing on property at 912-920 E. Broadway & 117 S. Belmont Street in Glendale, California (“Buyer’s Site ”), adjacent to th e property on which Seller’s development is being constructed.

C. Development constraints on the Buyer’s Site require that Seller and Buyer enter into an agreement for Buyer’s exclusive use of approximately 22 parking spaces on the Seller’s Site in order to satisfy the parking requirements for Buyer’s project.

D. Therefore, the Parties desire to enter into this Contract to provide for the purchase of an easement for the 22 parking spaces on Seller’s Site for the benefit of the Buyer’s Site.

1. ASSIGNMENT TO HOUSING AUTHORITY.

Until an assignment of this Contract to the Housing Authority provided for in this Section 1, the term “Buyer” shall be deemed to refer solely to Harrower Villager and the Housing Authority shall have no rights or obligations under this Contract.

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If the Lease Option dated May 4, 2021 between the Housing Authority and Abode with respect to the Buyer’s Site terminates at any point prior to the acquisition by Harrower Village of a leasehold interest in the Buyer’s Site, then Harrower Village shall assign all of its rights and obligations under this Contract to the Housing Authority and Harrower Vill age’s rights and obligations with respect to this Contract shall automatically terminate and from and after such date, the term “Buyer” shall be deemed to refer solely to the Housing Authority. From and after the assignment to the Housing Authority, the Housing Authority’s obligations as Buyer will be limited as set forth in this Contract and the Easement Agreement (as defined below), the intent being that the Housing Authority will have absolutely no monetary or non-monetary obligations of any type relating to or arising out of the Easement, including but not limited to obligations to indemnify any person, perform any maintenance or construction, or pay any costs or expenses, other than Buyer’s obligation to pay the Purchase Price pursuant to Section 4 of this Contract or as otherwise expressly set forth in the Easement Agreement.

2. SALE AND PURCHASE.

Buyer agrees to purchase, and Seller agrees to sell to Buyer, upon the terms of this Contract, a perpetual easement and right of way for the parking of ve hicles, and the accommodation of pedestrians in connection with the use of such parking rights (collectively, the “Easement”) across the real property located in Los Angeles County, California more particularly described or depicted on the attached Exhibit “A” (the “Easement Property”). The parties acknowledge that Seller will be responsible for the construction of certain facilities within the Easement Property to the extent provided in the AHA (the “Construction Obligations”). To the extent the Easement requires performance of any Construction Obligations, then all of such Construction Obligations will be performed by Seller in a lien-free, good and workmanlike manner and in compliance with the AHA and all applicable laws.

3. EARNEST MONEY.

Within five (5) business days after the Effective Date, Buyer will deposit with Fidelity National Title Insurance Company (“ Title Company”), as escrow agent, the sum of $100.00 in the form of cash or other immediately available funds as earnest money to bind this sale (“Earnest Money”). If Buyer does not deposit the Earnest Money, this Contract will terminate. The Earnest Money will be held upon the terms and conditions of this Contract. The Earnest Money will be non-refundable to Buyer, however it will be applied to th e Purchase Price (defined below) at Closing.

4. PURCHASE PRICE.

The total purchase price of the Easement (the “ Purchase Price”) will Six Hundred Sixty Thousand Dollars ($660,000). The Purchase Price shall be paid at Closing in all cash.

5. TITLE REVIEW.

Prior to the Effective Date, Buyer previously obtained a preliminary title report covering the Easement Property (“Title Commitment”) issued by the Title Company, together with legible copies of all documents (“Review Documents”) that form the basis for the exceptions on the title policy for the Easement, which shall be issued at Closing (“Title Policy”).

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6. ACCESS.

Seller has submitted to the Buyer its construction plans for the improvements to be constructed pursuant to the Construction Obligations (the “ Construction Plans ”). While this Contract is in effect, Buyer or its representatives may enter upon the Easement Property during normal business hours and upon five business days written notice to Seller to inspect it and conduct tests or studies, including soil tests and environmental studies on the terms and conditions set forth in this Contract (the “Inspections”). Buyer must not damage the Easement Property or permit any liens to attach to the Easement Property as the result of these activities. If Buyer does not close its purchase through no fault of Seller, Buyer will, at Buyer’s expense, restore the Easement Property to its original condition, if that condition was changed due to tests or studies performed by Buyer.

Prior to the Closing, Buyer and its agents, representatives, contractors and consultants (collectively the “Buyer Parties”) shall, upon twenty-four (24) hours prior notice to Seller, have the right to enter upon the Easement Property during regular business hours for the purpose of conducting the Inspections. Prior to conducting any Inspections of the Property, Buyer shall obtain Seller’s prior approval (which approval shall not be unreasonably withheld) of the nature, method, scope, date and location of the proposed Inspections . Notwithstanding anything to the contrary contained herein, the scope of any inspections shall not include any invasive or intrusive testing (including, without limitation, soil borings, test pits, groundwater testing, or environmental testing). Seller shall have th e right to have a representative present during any such entry. Any and all such Inspections shall be conducted at Buyer’s sole cost and expense. The Inspections shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations and shall not interfere with the Seller’s Construction Obligations. Within ten (10) business days following Substantial Completion of Seller’s Construction Obligations, Buyer and Seller shall sch edule a joint walk-through of the Easement Property and shall (acting reasonably and in good faith) prepare and agree to a list off any incomplete construction items (i.e. punch list items) to be completed by Seller (the “Punch List Items”). For purposes “Substantial Completion” shall be defined as the date on which all of the following conditions have been satisfied: (i) except for Punch List Items, the Seller’s Construction Obligations have been completed in a good, workmanlike and lien -free manner and in accordance with the AHA and all applicable laws; and (ii) Seller has delivered to Buyer copies of all licenses, permits and governmental, regulatory and other approvals or authorizations (but expressly excluding any final certificates of occupancy) required for the full, unrestricted use and occupancy of the Easement Property, if applicable. Seller’s obligations to complete the Punch List Items shall survive termination of this Contract.

Buyer shall indemnify, hold harmless, protect and defend Seller, and its officers, directors, shareholders, partners, managers, members, agents, trustees, beneficiaries and employees (collectively, the “Indemnitees”) from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) of whatsoever nature (individually a “ Claim” and collectively, “ Claims”) that may be incurred by any of the Indemnitees or affecting the Property, in connection with or arising out of any Inspections, including but not limited to Claims arising out of or in connection with personal injury or death of persons, loss, destruction or damage to property caused by the Inspections, or liens or claims of lien filed against the Property due to the Inspections , and in connection with the Construction DRAFT
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Obligations if the Construction Obligations are performed by Buyer. Notwithstanding anything to the contrary contained herein, Buyer’s obligation to indemnify, hold harmless, protect and defend the Indemnitees will not apply to any Claims arising from (i) the gross negligence or willful misconduct of any Indemnitee; (ii) any diminution in value of Seller’s property arising fro m or relating to matters merely discovered and not exacerbated by any of the Buyer Parties during its investigation of the Easement Property; (iii) any latent defects in the Easement Property merely discovered and not exacerbated by any of the Buyer Partie s; or (iv) the release or spread of any hazardous substances that are merely discovered on or under the Easement Property and not exacerbated by any of the Buyer Parties.

Buyer shall cause its consultants and contractors entering the Property at Buyer’s re quest to maintain commercial general liability insurance policies (in an amount not less than One Million Dollars ($1,000,000)) insuring against claims arising as a result of the Inspections , to the extent such consultants are performing the Construction O bligations, and the performance of the Construction Obligations. Buyer hereby represents and warrants that it carries not less than One Million Dollars ($ 1,000,000) commercial general liability insurance with contractual liability endorsement which insures Buyer’s indemnity obligations hereunder. Prior to commencing any Inspections or any of the Construction Obligations , Buyer shall deliver to Seller a certificate of insurance evidencing the existence of the aforesaid policies and naming the Seller as an additional insured. Seller and Buyer acknowledge and agree that no easement or other property interest is created in favor of Buyer by the execution of this Contract, nor shall this Contract ripen into an easement or other property interest by the expendi ture of money by, or through the efforts of, Buyer. Buyer’s indemnity obligation under this Section 5 will survive the Closing or any termination of this Contract.

Notwithstanding the foregoing, none of the terms or provisions of this Section 6 shall apply to the Housing Authority or be deemed to limit or condition in any way the Housing Authority’s exercise of its rights under the AHA and its Ground Lease with Seller.

8. CLOSING.

The purchase and sale of the Easement will be closed (“ Closing”) on the earlier to occur of (i) the Conversion Date (as defined in the AHA), and (ii) the Substantial Completion of the Construction Obligations to the extent required for Buyer’s intended use of the Easement, provided that Buyer has received a certificate of occupancy for the improvements to be constructed on Buyer’s Site (the “Closing Date”). Upon Closing, Seller will furnish to Buyer:
a. an executed and acknowledged easement in the form attached hereto as Exhibit “B” (the “Easement Agreement”);
b. a final as -built ALTA survey includin g the Easement Property, copies of any as - built plans and specifications with respect to the improvements subject to the Construction Obligations located within the Easement Property and copies of all licenses and permits pertaining thereto;
c. a “non -foreign” certificate sufficient to establish that withholding of tax is not required in connection with this transaction; and
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d. an updated Title Commitment confirming that the Easement is free of mechanic’s liens and all other exceptions other than the Exceptions identified in the original Title Commitment and such other exceptions as are expressly approved in writing by Buyer.

The transaction contemplated by this Contract shall be consummated through an escrow opened with Title Company. Seller and Buyer each agree to deposit with Title Company all funds and documents necessary to consummate the transaction contemplated by this Contract on or before the Closing Date.

9. CLOSING COSTS.

Buyer will pay: (a) all recording fees; (b) the premium for the Title Policy and any endorsements to the Title Policy, if applicable; and (c) any escrow fee charged by the Title Company; provided however, that if the Housing Authorit y takes title to the Easement as Buyer, all such costs will be paid by Seller. Each Party shall be responsible for the payment of its own attorney’s fees, copying expenses, and other costs incurred in connection with this transaction.

10. DEFAULT.

In the event a Party fails to perform any of its obligations hereunder, the other Party shall first notify the breaching Party in writing of its purported failure or breach and giving the breaching Party ten (10) days from the receipt of such notice to cure such failure or breach. If such failure or breach is not cured within the 10 -day period, then the non -defaulting Party may, at its sole discretion, terminate this Contract and cancel the Escrow with the defaulting Party responsible for the cancellation fees and may also bring an action for specific performance, and exercise its other remedies provided at law and equity.

11. DAMAGE, DESTRUCTION AND CONDEMNATION
Seller shall promptly notify Buyer in writing of any damage to the Easement Property and of any taking or threatened taking of all or any portion of the Easement Property. Within fifteen (15) days after receipt of such notice, Buyer shall determine whether a material part of the Easement Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Easement Property. As used herein, (a) the destruction of a “material part” of the Easement Property shall be deemed to mean an insured or uninsured casualty to the Easement Property having an estimated cost o f repair which in the reasonable judgment of Buyer’s architect or contractor equals or exceeds One Hundred Thousand Dollars ($100,000); or (b) a taking by eminent domain of a portion of the Easement Property shall be deemed to affect a “material part” of the Easement Property if in the reasonable judgment of Buyer the estimated value of the portion of the Easement Property taken exceeds One Hundred Thousand Dollars ($100,000). Buyer may elect, by written notice delivered to Seller within fifteen (15) days after receipt of Seller’s notice of damage or taking, to terminate this Contract if a material part of the Easement Property has been damaged or if such taking has affected or will affect a material part of the Easement Property. If Buyer does not so term inate (i) in the case of damage to a material part of the Easement Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and Seller shall pay all deductibles under said insurance policies; and (ii) in the case of a threatened or actual taking of a material part of the DRAFT
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Easement Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Easement Property suffers damage which is not material, Seller may, at its sole election, either repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed sixt y (60) days to allow for completion of such repairs, or credit Buyer, at Closing, the estimated cost of repair as determined in the reasonable judgment of Seller’s contractor; provided however, that if the Housing Authority is the Buyer, then Seller shall repair such damage at its expense prior to the Closing. If necessary, the Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Section 10.

12. CONFIDENTIALITY.

Any matters disclosed by any Inspections or the performanc e of the Construction Obligations undertaken by Buyer with respect to the Easement Property and any information furnished by Seller to Buyer from time to time (collectively, “ Confidential Information”) shall be kept confidential and shall not be disclosed to any third parties without the consent of Seller, except for any disclosure that may be required by law and as otherwise provided below. Buyer shall hold, and shall instruct any party receiving the Confidential Information through Buyer to hold, in strict confidence, and not disclose to any other person without the prior written consent of Seller any of the Confidential Information. Notwithstanding anything to the contrary hereinabove set forth, Buyer may disclose the Confidential Information using reas onable discretion to its principals, officers, employees, consultants, attorneys, accountants, prospective lenders and investors, provided that Buyer instructs such parties to keep such information confidential. In the event that the Closing does not occur for any reason whatsoever, Buyer shall promptly destroy or return to Seller copies of all materials provided by Seller to Buyer (and by Buyer to other parties as permitted hereunder), all studies, tests, surveys, reports and other documents, compilations and drawings obtained or developed by Buyer in connection with its Inspections, and all reports, compilations or other materials generated from such materials or information. Notwithstanding the foregoing, none of the provisions of this Section 12 shall apply to the Housing Authority.

13. MISCELLANEOUS.
a. Seller shall, at no cost or expense to Seller, reasonably cooperate with Buyer to obtain properly executed and recordable subordination of lien in a form reasonably acceptable to Seller and Buyer from Seller’s lender(s) or other holder(s) of any note(s) or lien(s) on the Easement Property, if any.
b. This Contract constitutes the entire agreement of the Parties, supersedes any prior understandings or written or oral agreements concerning the Easement Property, and can be modified or varied only by a written instrument signed by Buyer and Seller and the Housing Authority if not the then Buyer under this Contract.
c. This Contract is binding upon and will inure to the benefit of the Parties, and their respective heirs, successors and assigns. This Contract may be assigned by Buyer, provided that written notice of the assignment is provided to Seller. Nothing herein shall be deem ed to grant Seller any approval rights over such assignment. Any assignment of this Contract by Harrower Village will be subject to the prior written approval by the Housing Authority.

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d. Any notice required or permitted to be given hereunder may be given by personal delivery or by depositing it in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the appropriate party at the address set forth below each Party’s signature below, or at any other address hereafter designated in accordance with this paragraph. e. This Contract will be construed and interpreted under the internal laws of the State of California, without giving effect to the principles governing conflicts of law, and all obligations of the Parties are performable in the county in which the Easement Property is located. f. If any of the provisions of this Contract is for any reason held to be invalid, illegal, or unenforceable, that defect will not affect any other provisions and this Contract will be construed as if the defective provision had never been contained herein. Any failure of Seller or Buyer to enforce any provision of this Contract will not waive compliance nor extend the time for compliance with any other provision.
g. Time is of the essence of this Contract.
h. In the event of any lawsuit based on this Contract, the prevailing party will be entitled to recover reasonable attorneys’ fees and related costs. i. Buyer may not record this Contract or a memorandum of this Contract in the official public records.
j. This Contract may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Signature by facsimile will be deemed to have the same effect as an original. k. The following exhibits are attached to this Contract and incorporated hereby by reference:

Exhibit “A” Description/Depiction of Easement Property
Exhibit “B” Form of Easement Agreement

* * *
[signature pages follow]
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A - 1

COUNTERPART SIGNATURE PAGE TO

EASEMENT PURCHASE CONTRACT
SELLER:
900 E BROADWAY, L.P.,
a California limited partnership

by: 900 E Broadway, LLC,
a California limited liability company,
its Administrative General Partner

by: Meta Development, LLC,
a California limited liability company,
its Administrative General Partner

Dated: ______________, 202_ By:___________________________ Kasey Burke
Manager

by: WCH Affordable LXIII, LLC,
a California limited liability company,
its Managing General Partner

Dated: _____________, 202_ By:___________________________ Graham Espley-Jones
President

Address:

c/o Meta Development LLC
11150 West Olympic Blvd., Suite 620
Los Angeles, CA 90064
Attention: President
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2 COUNTERPART SIGNATURE PAGE TO

EASEMENT PURCHASE CONTRACT
BUYER:

HARROWER VILLAGE, L.P.,
a California limited partnership

by: Harrower Village GP, LLC,
a California limited liability company,
its General Partner

by: Abode Communities,
a California nonprofit corporation,
its Sole Member

Dated: ______________, 202_ By:___________________________ Lara Regus
Senior Vice President, Development

Address:

Harrower Village, L.P.
1149 S. Hill Street, Suite 700
Los Angeles, California 90015
Attention: President

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3 AUTHORITY:

THE HOUSING AUTHORITY OF THE CITY OF

GLENDALE

Dated: ______________, 202_ By:____________________________ Roubik R. Golanian, P.E.

Executive Director

APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority

By:_____________________________
Michael J. Garcia

APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
Special Counsel to the Authority

By:______________________________

Address:

141 North Glendale Avenue, Room 202
Glendale, California 91206
Attn: Executive Director

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A - 1
EXHIBIT “A”
Easement Property
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2 EXHIBIT “B”

Form of Easement Agreement

RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

Nicole Deddens, Esq.

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, 64th Floor
Los Angeles, CA 90071

__________________________________________________________________

SPACE ABOVE THIS LINE FOR RECORDER'S USE

PARKING AND ACCESS EASEMENT AGREEMENT

THIS PARKING AND ACCESS EASEMENT AGREEMENT (the “Agreement”) is made and entered into as of this __ day of ____________, 202_, by and between 900 E BROADWAY, L.P., a California limited partnership (the “Grantor”), and [Harrower Village, L.P. OR The Housing Authority of the City of Glendale OR an assignee of The Housing Authority of the City of Glendale] (“Grantee” and collectively, with Grantor, the “Parties”, or each individually, a “Party”).

W I T N E S S E T H:

A. WHEREAS, Grantor is the owner of a leas ehold interest in certain premises, as more particularly described in in Exhibit A attached hereto and incorporated herein by reference (the “Residential Parcel A”);
B. WHEREAS, Grantee is the owner of a [leasehold OR fee] interest in certain premises, as more particularly described in in Exhibit B attached hereto and incorporated herein by reference (the “Residential Parcel B”);
C. WHEREAS, Grantor has developed a one hundred twenty -six (126) affordable rental housing units for low income seniors and pa rking structure on Residential Parcel A (the “Project”);
D. WHEREAS, the Housing Authority of the City of Glendale (“HACG”) is the fee owner of Residential Parcel A and Residential Parcel B, and this Agreement is a requirement of HACG entering into a ground lease with Grantor for Residential Parcel A (the “Ground Lease A”) and a ground lease with Grantee for Residential Parcel B (the “Ground Lease B”); and E. WHEREAS, Grantor and Grantee desire to enter into this Agreement to provide for easements in favor of Grantee for the purpose of parking and vehicular and pedestrian access to the parking area of the Project, including Grantee’s use of a portion of the parking structure DRAFT
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3 included in the improvements located on Parcel A, to benefit Residential Parcel B , as shown in Exhibit C.

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

1. Definitions.

A. “Easement Area” shall mean the portion of the Parking Area described in Exhibit D attached hereto.

B. “Hazardous Materials” shall mean any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations.

C. “Hazardous Materials Law” shall mean any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials.

D. “Parking Area” shall mean the areas within Residential Parcel A specifically designated for parking, which shall contain approximately ___ total Parking Spaces, of which twenty-two (22) shall be reserved for Grantee, as more particularly depicted on Exhibit C attached hereto.

E. “Parking Spaces” shall mean those certain parking spaces in the Parking Area designated for use by the Grantee in accordance with terms hereof and depicted on Exhibit C.

F. “Person” shall mean any individual, partnership, limited liability company, firm, association, corporation, trust, or any other form of business or government entity.

G. “Related Parties” shall be the related parties of the Grantor and Grantee, respectively, including, but not limited to, their respective employees, officers, directors, shareholders, mortgagees, contractors, subcontra ctors, invitees, customers, partners, joint venturers, agents, tenants, lessees, sublessees, licensees, concessionaires, visitors, guests, successors, and assigns.

2. Parking Easement. Upon completion of the Project by Grantor, Grantor hereby grants and conveys to Grantee for its use and for the use of its Related Parties, in common with others entitled to use the same, a nonexclusive, perpetual easement and right of way across, over and upon the portion of the Parking Area more particularly described in E xhibit D attached hereto (the “Easement Area”), to provide vehicular passage to and from the Parking Spaces, exclusive use of the Parking Spaces for the parking of vehicles thereon, and the accommodation of pedestrians in connection with the use of such parking rights, over and across the Easement Area, which includes driveways, sidewalk areas, elevators, and stairways, as the same may from time to time be constructed and maintained for such use (the “ Easement”). Each Party reserves the right at any time and from time to time to exclude and restrain any person who is not a Related Party from DRAFT
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4 using the Easement Area, and Grantor reserves the right to designate the twenty-two (22) specific Parking Spaces for use by the Grantee and its Related Parties, subject to Grantee’s prior written approval of such designation in each case and provided that such designation is consistent with any and all entitlements and conditions of approval for the hereinafter defined Parcel B Project.

3. License. In the event that a certificate of occupancy is received for the Project prior to the issuance of a certificate of occupancy for the improvements to be constructed on Parcel B (the “Parcel B Project”), Grantor shall have the right to use the Easement Area for the limited purpose of parking for the Project . Grantor shall retain a license from Grantee for this purpose (the “License”) at Grantor’s sole cost and expense, including, without limitation, any maintenance, repair and replacement, insurance, security, and/or any other cost and expense. Upon issuance of the certificate of occupancy for the Parcel B Project, the License shall terminate and Grantor shall peaceably vacate and surrender the Easement. During the term of the License, Grantor, at its sole cost, shall indemnify, defend with counsel acceptable to Grantee, and protect and hold harmless Grantee and Grantee’s partners, members, officers, directors, shareholders, employees, affiliates, representatives, agents, successors and assigns from and against any and all claims , liabilities, losses, damages, penalties and expenses (including, without limitation, reasonable attorneys’ fees) for injury or damages arising out of or in connection with any damage (other than normal wear and tear) resulting from Grantor’ use of the Parking Area or any negligence or willful misconduct of Licensee or any Licensee Party. The provisions of this Section shall survive expiration or termination of this License.

4. No Public Use. No Party shall take any action to publicly ded icate the Easement Area or permit any public use or use inconsistent with the specific grant set forth in Section 2 above of the Easement Area.

5. Maintenance and Construction. Grantor hereby covenants and agrees that it will keep and maintain the Parking Area in good repair and in a safe, clean, and properly operating condition and in compliance with the AHA and all applicable rules, ordinances, codes and regulations, ordinary wear and tear excepted, at Grantor’s sole cost and expense, other than the main tenance costs to be shared by the Parties as set forth in Section 6. Such maintenance responsibility shall include, but not be limited to, the following:

A. Surfaces and Curbs. Maintaining, cleaning and replacing all paved surfaces and curbs in a smooth and evenly covered condition, including, without limitation, sweeping, restriping, resealing and resurfacing.

B. Debris and Refuse. Periodic removal of all papers, debris, filth and refuse, including sweeping to the extent necessary to keep the Parking Area in a clean and orderly condition. All sweeping shall be at appropriate intervals during such times as shall not unreasonably interfere with the conduct of business or use of the Parking Area by tenants or visitors of the Parcel B Project or by person s intending to conduct business with tenants of the Project and/or the Parcel B Project.

C. Sign and Markers. Placing, cleaning, keeping in repair, replacing and repainting any appropriate signs or markers, including any directional signs or markers and handicapped parking signs.

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5 D. Lighting. Maintaining, cleaning and replacing Parking Area lighting facilities, including lamps, ballasts and lenses.

E. Landscaped Areas. Maintaining all landscaped areas, including landscaping and planters adjacent to ex terior walls of buildings, in an attractive and thriving condition, and replacing shrubs and other landscaping as necessary.

F. Obstructions. Keeping the Parking Area free from any obstructions including those caused by the sale or display of merchandise ; provided that, nothing herein shall be deemed to permit such sale or display of merchandise.

G. Sidewalks. Maintaining, cleaning and replacing of all sidewalks, including those adjacent and contiguous to buildings located within the Project. Sidewalks shall be cleaned and swept at appropriate intervals during such time as shall not interfere with the conduct of business or use of the Parking Area.

6. Maintenance Expense. From and after the issuance of a certificate of occupancy for the Parcel B Project, Grantee and Grantor shall share in the cost of maintaining the Parking Area, with Grantee responsible for ___% of maintenance costs (the “Grantee Portion”). Until the issuance of a certificate of occupancy for the Parcel B Project, all maintenance expenses shall be at the sole cost and expense of Grantor.

A. Estimated Costs. Commencing February 15 of the year following the later to occur of (i) completion of construction of the Parking Area, and (ii) the issuance of a certificate of occupancy for the Parcel B Project , and continuing every February 15 for the term of this Agreement, Grantor shall provide to Grantee an estimate of expected maintenance costs for the calendar year (the “Maintenance Cost Estimate”). Grantee shall pay the Grantee Portion of costs in the Maintenance Cost Estimate to Grantor within fifteen (15) days of receiving the Estimate.

B. Actual Costs. Commencing February 15 of the second year following the later to occur of (i) completion of the construction of the Parking Area, and (ii) the issuance of a certificate of occupancy for the Parcel B Project , and continuing every February 15 for the term of this Agreement, Grantor shall provide to Grantee a statement of actual maintenance costs with back - up documentation of such costs for the prior calendar year (the “Maintenance Cost Statement”).

The Grantee Portion paid in connection with the Maintenance Cost Estimate shall be credited toward the Grantee Portion of the Maintenance Cost Statement. Grantee shall pay any deficiency within fifteen (15) days of receiving the Maintenance Cost Statement. Any surplus shall be credited to the Grantee Portion of the next Maintenance Cost Estimate.

C. Extraordinary Costs. Notwithstanding the foregoing, in the event that Grantor incurs any unforeseen or extraordinary maintenance costs, Grantee shall reimburse Grantor for the Grantee Portion of such costs within thirty (30) days of Grantor’s written demand.

7. Hazardous Materials. Grantee shall not engage in, or permit any party acting by, under, through or for the benefit of Grantee to engage in, any activity on Residential Parcel A that violates any Hazardous Materials Law. In no event shall Residential Parcel A be used as a site for the use, generation, manufacture, storage, treatment, release, disc harge, disposal, transportation or presence of any Hazardous Materials.

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6 8. Indemnification.

A. From and after the issuance of a certificate of occupancy for the Parcel B Project, Grantee indemnifies, defends, and holds the Grantor and its partners, lend ers, agents, tenants, subtenants, successors and assigns (“Grantor Indemnified Parties’) harmless for, from, and against any and all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages, costs, expenses, fines, penalties, and losses (including sums paid in settlement of claims and all reasonable legal fees), and any resulting damages, harm or injuries to the person or property of any third parties (collectively, “Claims”), to the extent such Claims directly arise out of or result from Grantee’s or its Related Parties’ use of the Easement, unless such Claims arise out of or result from Grantor’s breach of this Agreement, negligence, or act or omission. The provisions of this Section 8 will survive the termination of this Agreement. The obligations under this Section 8A apply exclusively to Grantee and not any Related Parties of Grantee.

B. Grantor indemnifies, defends, and holds the Grant ee and its partners, lenders, agents, tenants, subtenants, successors and ass igns (“Grantee Indemnified Parties’) harmless for, from, and against any Claims, to the extent such Claims directly arise out of or result from Grantor’s or its Related Parties’ use of Residential Parcel A and/or the License described in Section 3 of this Agreement, unless such Claims arise out of or result from Gra ntee’s breach of this Agreement, negligence, or act or omission. The provisions of this Section 8 will survive the termination of this Agreement. The obligations under this Section 8B apply exclusively to Grantor and not any Related Parties of Grantor.

9. Insurance. Prior to any entry upon Residential Parcel A by Grantee’s agents, contractors, subcontractors or employees, Grantee shall deliver to Grantor proof of insurance as reasonably requested by Grantor, which may include an original endorsement to Grantee’s commercial general liability insurance policy which evidences that Grantee is carrying a commercial general liability insurance policy with a financially responsible insurance company , covering (i) the activities of Grantee and Grantee’s agents, contractors, subcontractors and employees on or upon Residential Parcel A, and (ii) Grantee’s indemnity obligation contained in Paragraph 8 above. Such endorsement to such insurance policy shal l evidence that such insurance policy shall have a per occurrence limit of at least [One Million and NO/100 Dollars ($1,000,000)] and an aggregate limit of at least [Two Million and NO/100 Dollars ($2,000,000)], shall name Grantor, its successors and assigns [and senior mortgagees of Grantor] as an additional insured, shall be primary and noncontributing with any other insurance available to Grantee and shall contain a full waiver of subrogation clause. [If the Housing Authority is the Grantee, then the requirements of this Section 9 shall not apply.]

10. Estoppel Certificates. From time to time, upon written request of either Grantee or Grantor (in such capacity, a “Requesting Party”), the other party (the “Responding Party”) shall execute, acknowledge and deliver to the Requesting Party or its successor, within ten (10) days of such a request, a written certificate stating (a) that on such date there exist no defaults or other claims against the Requesting Party under this Agreement (or stating exceptions thereto); and (b) that all obligations under this Agreement to be performed by the Requesting Party as of the date of such certificate have been satisfied (or specifying those as to which the Responding Party claims that the Requesting Party has yet to perform).

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7 11. Duration of Obligation/Successors and Assigns. The terms, covenants and conditions herein contained shall run with the land and shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. The obligations of any Party hereunder shall apply only with respect to the period during which such Party has an interest in the Easement Area. When such Party ceases to have an interest therein, the obligations thereafter accruing shall be the obligations of its successors in ownership and interest. Notwithstanding the foregoing, this Agreement shall terminate upon termination of Ground Lease A or a new Lease given to a Permitted Leasehold Mortgagee under Ground Lease A or the permanent discontinuance of a ny residential use of Parcel B.

12. Waivers and Consents. Modification, waivers and consents respecting this Agreement shall only be binding if in writing and signed by the Party against whom such modifications, waiver or consent is sought to be enforced.

13. Severability. The provisions of this Agreement are severable and the invalidity of one or more of the provisions shall not affect the validity or enforceability of any other provisions.

14. Leasehold Mortgagee and Investor Limited Partner.

Each Leasehold Mortgagee and the Investor Limited Partner (s) (each as defined in Ground Lease A and Ground Lease B, if applicable) shall each be entitled to receive notice of any default by under this Agreement. Any such notice shall be given in the same manne r as provided in Ground Lease A and Ground Lease B, respectively. The giving of any notice of default or the failure to deliver a copy thereof shall in no event create any liability on the part of the person so declaring a default, but delivery of a copy of the notice shall be a condition to the exercise of any remedies hereunder. The Leasehold Mortgagee (s) and the Investor Limited Partner (s) shall have ninety (90) days after the receipt of said notice to cure any such default, or, if such default cannot be cured within ninety (90) days, to diligently commence curing within such time and diligently cure within a reasonable time thereafter. Nothing herein contained shall require the Leasehold Mortgagee (s) or the Investor Limited Partner (s) to cure any default hereunder. This Agreement shall not be materially amended or terminated without the prior written consent of the Investor Limited Partner (s) and Leasehold Mortgagee (s). No Leasehold Mortgagee, upon realization upon its interest in the Project by foreclosure, deed in lieu of foreclosure or otherwise, shall have any liability for any costs, damages, expenses or fees that were first incurred or accrued prior to the date such Leasehold Mortgagee came into title.

15. Miscellaneous. This Agreement con stitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and neither Party is liable to the other or bound in any manner by expressed or implied warranties, guarantees, promises, statements or representatives pertaining to the property that is the subject matter hereof unless such warranties, guarantees, promises, statements or representations are expressly and specifically set forth herein.

Titles or captions to paragraphs are for convenience only and shall be give n no legal effect or significance. No provision hereof shall be construed as creating the relationship of partners of joint venturers between the parties. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

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8 16. Amendments. This Agreement may be amended by, and only by, a written agreement signed by all of the then current Parties and shall be effective only when recorded in th e county and state where the Project is located. Except as provided in Section 14 of this Agreement, no consent to the amendment of this Agreement shall ever be required of any person other than the Parties, nor shall any person other than the Parties have any right to enforce any of the provisions hereof.

17. Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of California, without giving effect to the principles governing conflicts of laws.

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9 IN WITNESS WHEREOF, the Parties have signed, sealed and delivered this Agreement as of the day and year first above written.

GRANTOR:

900 E BROADWAY, L.P.,
a California limited partnership

by: 900 E Broadway, LLC,
a California limited liability company,
its Administrative General Partner

by: Meta Development, LLC,
a California limited liability company,
its Administrative General Partner

Dated: ______________, 202_ By:___________________________ Kasey Burke
Manager

by: WCH Affordable LXIII, LLC,
a California limited liability company,
its Managing General Partner

Dated: _____________, 202_ By:___________________________ Graham Espley-Jones
President

GRANTEE:

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10 EXHIBIT A
Description of Residential Parcel A

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11 EXHIBIT B
Description of Residential Parcel B

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12 EXHIBIT C
Depiction of the Parking Area and Parking Spaces
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EXHIBIT C

PARKING SPACES
FLOOR P2
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13 Exhibit D
Easement Area

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EXHIBIT D

EASEMENT AREA
FLOOR P2
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FLOOR P1
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FLOOR 1
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900 E. Broadway Affordable Housing Agreement Campaign Finance Ordinance Disclosure

CAMPAIGN FINANCE ORDINANCE DISCLOSURE
City of Glendale
Disclosure - Campaign Finance Ordinance

In August 2011, City Council adopted Ordinance No. 5744, Campaign Finance Ordinance, which became effective on September 9, 2011 and amended it with Ordinance No. 5768 in February 2011. The Ordinance prohibits campaign contributions from parties who contract/subcontract with the City of Glendale (City), Glendale Redevelopment Agency (GRA), or the Housing Authority (HA) of the City of Glendale and prohibits Council Members from voting on matters pertaining to contracts with persons who have provided campaign contributions.

The Ordinance requires disclosure in staff reports providing the following information for the contractor and it’s subcontractor(s) receiving a contract, or a series or combination of contracts, from the City with a total value of $50,000 or more and $25,000 or more, respectively, in a fiscal year (July 1-June 30), excluding competitively bid contracts awarded to the lowest responsible Consultant:

• Name of the entity
• Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• Any member of the board of directors
• Any person or entity that owns more than 10% of the contracting party or any subcontractor • Name of any campaign committee controlled or sponsored by the contracting party

Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

Contractor(s) *
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/
President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner

90802
CA
Long Beach
245 E. 3rd Street
Bradley J. Williams
90802
90802
90802
90802
CA
CA
CA
CA
Long Beach
Long Beach
Long Beach
Long Beach
245 E. 3rd Street
245 E. 3rd Street
245 E. 3rd Street
245 E. 3rd Street
Brad Williams, Branko Prebanda, Michael Bohn, Alan Pullman, Mitra Esfandiari
Brad Williams, Ian Denny, Branko Prebanda, Michael Bohn, Alan Pullman, Mitra Esfandiari, Maura Schafer
N/A
90802
CA
Long Beach
245 E. 3rd Street
Ian Denny
Bradley J. Williams
DocuSign Envelope ID: 6289D4F6-B134-4880-8858-E2AD46891048 402 of 422
900 E. Broadway Affordable Housing Agreement Campaign Finance Ordinance Disclosure

* For purposes of the Ordinance, the Contractor is any “person” who is the party or prospective party to the contract with the City, GRA or HA or any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the name and addresses of these persons above.

Subcontractor(s) **
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” means a person who has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. For purposes of the “subcontractor”, “Person” includes the subcontracting party as well as any member of that part y’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the names and addresses of these persons above.

Campaign Committee Controlled/Sponsored by

Title Business Address City State Zip

Certification
I hereby certify, on behalf of the above-named contractor, that the names of all “person” of the contractor and subcontractor under the contract are fully set forth above. I further acknowledge that the Consultant has a continuing obligation to update this disclosure form if the Consultant selects additional or substitute architects, design professionals, contractor or subcontractors within ten (10) days of the selection or change. I hereby cer tify that I have been legally authorized by the contractor to submit this disclosure form and certify to the content hereof.

Executed on at , California

Contractor’s Signature , Print Consultants’ Full Name

Contractor’s Address

Contractor’s Contact Phone Number Contractors’ E-mail Address

N/A
DocuSign Envelope ID: 6289D4F6-B134-4880-8858-E2AD46891048 [email protected]
245 East Third St., Long Beach, CA 90802
562-901-1500
Long Beach
Kirk Keller
12/6/2021
403 of 422
900 E. Broadway Affordable Housing Agreement

CERTIFICATION

On behalf of the above-named Contractor Subcontractor:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and
• I hereby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, c orrect, and complete; and
 I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

DocuSign Envelope ID: 6289D4F6-B134-4880-8858-E2AD46891048 562-901-1500 [email protected]
3 3:11pm
Kirk Keller
12/6/2021
245 East Third St.Long Beach, CA 90802
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900 E. Broadway Affordable Housing Agreement Campaign Finance Ordinance Disclosure

CAMPAIGN FINANCE ORDINANCE DISCLOSURE
City of Glendale
Disclosure - Campaign Finance Ordinance

In August 2011, City Council adopted Ordinance No. 5744, Campaign Finance Ordinance, which became effective on September 9, 2011 and amended it with Ordinance No. 5768 in February 2011. The Ordinance prohibits campaign contributions from parties who contract/subcontract with the City of Glendale (City), Glendale Redevelopment Agency (GRA), or the Housing Authority (HA) of the City of Glendale and prohibits Council Members from voting on matters pertaining to contracts with persons who have provided campaign contributions.

The Ordinance requires disclosure in staff reports providing the following information for the contractor and it’s subcontractor(s) receiving a contract, or a series or combination of contracts, from the City with a total value of $50,000 or more and $25,000 or more, respectively, in a fiscal year (July 1-June 30), excluding competitively bid contracts awarded to the lowest responsible Consultant:

• Name of the entity
• Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• Any member of the board of directors
• Any person or entity that owns more than 10% of the contracting party or any subcontractor • Name of any campaign committee controlled or sponsored by the contracting party

Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

Contractor(s) *
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/
President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner

405 of 422
900 E. Broadway Affordable Housing Agreement Campaign Finance Ordinance Disclosure

* For purposes of the Ordinance, the Contractor is any “person” who is the party or prospective party to the contract with the City, GRA or HA or any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the name and addresses of these persons above.

Subcontractor(s) **
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” means a person who has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. For purposes of the “subcontractor”, “Person” includes the subcontracting party as well as any member of that part y’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the names and addresses of these persons above.

Campaign Committee Controlled/Sponsored by

Title Business Address City State Zip

Certification
I hereby certify, on behalf of the above-named contractor, that the names of all “person” of the contractor and subcontractor under the contract are fully set forth above. I further acknowledge that the Consultant has a continuing obligation to update this disclosure form if the Consultant selects additional or substitute architects, design professionals, contractor or subcontractors within ten (10) days of the selection or change. I hereby cer tify that I have been legally authorized by the contractor to submit this disclosure form and certify to the content hereof.

Executed on at , California

Contractor’s Signature , Print Consultants’ Full Name

Contractor’s Address

Contractor’s Contact Phone Number Contractors’ E-mail Address

AC Martin, Inc.

Christopher Martin
Tom Hsieh
JoAnne Ko
Jim Dixon
Chairperson (BoD)
Chief Executive Officer/President (BoD)
Chief Financial Officer (BoD)
Vice President (BoD)
444 S. Flower St. #1200, Los Angeles, CA 91744
444 S. Flower St. #1200 Los Angeles CA 91744 444 S. Flower St. #1200 Los Angeles CA 91744 444 S. Flower St. #1200 Los Angeles CA 91744 444 S. Flower St. #1200 Los Angeles CA 91744 406 of 422
900 E. Broadway Affordable Housing Agreement

CERTIFICATION

On behalf of the above-named Contractor Subcontractor:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and
• I hereby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, c orrect, and complete; and
 I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

X
444 S. Flower St. #1200, Los Angeles, CA 91744
Los Angeles
21 December 8
4:19 pm
Matthew Cobo, AIA
(213) 683-1900
[email protected]
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